FORM N-PX. ICA File Number: Registrant Name: Victory Variable Insurance. Reporting Period: 07/01/ /30/2015

Transcription

1 FORM N-PX ICA File Number: Registrant Name: Victory Variable Insurance Reporting Period: 07/01/ /30/2015

2 VVI Diversified Stock Fund ABBOTT LABORATORIES Meeting Date: APR 24, 2015 Record Date: FEB 25, 2015 Ticker: ABT Security ID: Elect Director Robert J. Alpern For For 1.2 Elect Director Roxanne S. Austin For For 1.3 Elect Director Sally E. Blount For For 1.4 Elect Director W. James Farrell For For 1.5 Elect Director Edward M. Liddy For For 1.6 Elect Director Nancy McKinstry For For 1.7 Elect Director Phebe N. vakovic For For 1.8 Elect Director William A. Osborn For For 1.9 Elect Director Samuel C. Scott, III For For 1.10 Elect Director Glenn F. Tilton For For 1.11 Elect Director Miles D. White For For 2 Ratify Ernst & Young LLP as Auditors For For 3 Advisory to Ratify Named Executive Officers' Compensation For For 4 Report on Products Containing GE Ingredients Shareholder Against Against 5 Require Independent Board Chairman Shareholder Against For AIR PRODUCTS AND CHEMICALS, INC. Meeting Date: JAN 22, 2015 Record Date: NOV 28, 2014 Ticker: APD Security ID: a Elect Director Susan K. Carter For For 1b Elect Director Seifollah (Seifi) Ghasemi For For 1c Elect Director David H. Y. Ho For For 2 Ratify Auditors For For 3 Advisory to Ratify Named Executive Officers' Compensation For For AMERICAN EXPRESS COMPANY Meeting Date: MAY 11, 2015 Record Date: MAR 13, 2015 Ticker: AXP Security ID: a Elect Director Charlene Barshefsky For For 1b Elect Director Ursula M. Burns For For 1c Elect Director Kenneth I. Chenault For For 1d Elect Director Peter Chernin For For 1e Elect Director Anne Lauvergeon For For 1f Elect Director Michael O. Leavitt For For 1g Elect Director Theodore J. Leonsis For For 1h Elect Director Richard C. Levin For For 1i Elect Director Samuel J. Palmisano For For 1j Elect Director Daniel L. Vasella For For 1k Elect Director Robert D. Walter For For 1l Elect Director Ronald A. Williams For For 2 Ratify PricewaterhouseCoopers LLP as Auditors For For

3 3 Advisory to Ratify Named Executive Officers' Compensation For For 4 Prepare Employment Diversity Report Shareholder Against Against 5 Report on Board Oversight of Privacy and Data Security and Requests for Customer Information Shareholder Against Against 6 Provide Right to Act by Written Consent Shareholder Against For 7 Report on Lobbying Payments and Policy Shareholder Against For 8 Require Independent Board Chairman Shareholder Against Against ANHEUSER-BUSCH INBEV SA Meeting Date: APR 29, 2015 Record Date: MAR 20, 2015 /SPECIAL Ticker: ABI Security ID: 03524A108 A1 Amend Articles Re: Remove References to Bearer Shares For For B1 Receive Directors' Reports (n-voting) ne ne B2 Receive Auditors' Reports (n-voting) ne ne B3 Receive Consolidated Financial Statements and Statutory Reports (n-voting) ne ne B4 Approve Financial Statements, Allocation of Income, and Dividends of EUR 3.00 per Share For For B5 Approve Discharge of Directors For For B6 Approve Discharge of Auditors For For B7a Reelect Michele Burns as Independent Director For For B7b Reelect Olivier Goudet as Independent Director For For B7c Elect Kasper Rosted as Independent Director For For B7d Reelect Paul Cornet de Ways Ruart as Director For Against B7e Reelect Stefan Descheemaeker as Director For Against B8a Approve Remuneration Report For Against B8b to Increase Remuneration of Audit Committee Chairman For For B8c Approve n-employee Director Stock Option Plan and According Stock Option Grants to n-executive Directors For Against C1 Authorize Implementation of Approved Resolutions and Filing of Required Documents/Formalities at Trade Registry For For APPLE INC. Meeting Date: MAR 10, 2015 Record Date: JAN 09, 2015 Ticker: AAPL Security ID: Elect Director Tim Cook For For 1.2 Elect Director Al Gore For For 1.3 Elect Director Bob Iger For For 1.4 Elect Director Andrea Jung For For 1.5 Elect Director Art Levinson For For 1.6 Elect Director Ron Sugar For For 1.7 Elect Director Sue Wagner For For 2 Ratify Ernst & Young LLP as Auditors For For 3 Advisory to Ratify Named Executive Officers' Compensation For Against 4 Approve Qualified Employee Stock Purchase Plan For For 5 Report on Risks Associated with Repeal of Climate Change Policies Shareholder Against Against 6 Adopt Proxy Access Right Shareholder Against For APPLIED MATERIALS, INC. Meeting Date: APR 02, 2015 Record Date: FEB 11, 2015

4 Ticker: AMAT Security ID: a Elect Director Aart J. de Geus For For 1b Elect Director Gary E. Dickerson For For 1c Elect Director Stephen R. Forrest For For 1d Elect Director Thomas J. Iannotti For For 1e Elect Director Susan M. James For For 1f Elect Director Alexander A. Karsner For For 1g Elect Director Dennis D. Powell For For 1h Elect Director Willem P. Roelandts For For 1i Elect Director Michael R. Splinter For For 1j Elect Director Robert H. Swan For For 2 Advisory to Ratify Named Executive Officers' Compensation For For 3 Ratify KPMG LLP as Auditors For For BANK OF AMERICA CORPORATION Meeting Date: MAY 06, 2015 Record Date: MAR 11, 2015 Ticker: BAC Security ID: a Elect Director Sharon L. Allen For Against 1b Elect Director Susan S. Bies For For 1c Elect Director Jack O. Bovender, Jr. For For 1d Elect Director Frank P. Bramble, Sr. For Against 1e Elect Director Pierre J. P. de Weck For For 1f Elect Director Arnold W. Donald For For 1g Elect Director Charles K. Gifford For For 1h Elect Director Linda P. Hudson For For 1i Elect Director Monica C. Lozano For For 1j Elect Director Thomas J. May For Against 1k Elect Director Brian T. Moynihan For For 1l Elect Director Lionel L. well, III For Against 1m Elect Director R. David Yost For For 2 Advisory to Ratify Named Executive Officers' Compensation For For 3 Ratify PricewaterhouseCoopers LLP as Auditors For For 4 Amend Omnibus Stock Plan For For 5 Report on Climate Change Financing Risk Shareholder Against Against 6 Report on Lobbying Payments and Policy Shareholder Against For 7 Provide Right to Act by Written Consent Shareholder Against For 8 Establish Other Governance Board Committee Shareholder Against Against BAXTER INTERNATIONAL INC. Meeting Date: MAY 05, 2015 Record Date: MAR 11, 2015 Ticker: BAX Security ID: a Elect Director Uma Chowdhry For For 1b Elect Director James R. Gavin, III For For 1c Elect Director Peter S. Hellman For For 1d Elect Director K. J. Storm For For 2 Ratify PricewaterhouseCoopers LLP as Auditors For For 3 Advisory to Ratify Named Executive Officers' Compensation For For 4 Approve Omnibus Stock Plan For For

5 5 Pro-rata Vesting of Equity Awards Shareholder Against For 6 Require Independent Board Chairman Shareholder Against For CHESAPEAKE ENERGY CORPORATION Meeting Date: MAY 22, 2015 Record Date: MAR 23, 2015 Ticker: CHK Security ID: a Elect Director Archie W. Dunham For For 1b Elect Director Vincent J. Intrieri For For 1c Elect Director Robert D. Lawler For For 1d Elect Director John J. Lipinski For For 1e Elect Director R. Brad Martin For For 1f Elect Director Merrill A. 'Pete' Miller, Jr. For For 1g Elect Director Frederic M. Poses For For 1h Elect Director Kimberly K. Querrey For For 1i Elect Director Louis A. Raspino For For 1j Elect Director Thomas L. Ryan For For 2 Advisory to Ratify Named Executive Officers' Compensation For For 3 Ratify PricewaterhouseCoopers LLP as Auditors For For 4 Require Director minee with Environmental Experience Shareholder Against Against 5 Report on Capital Expenditure Strategy with Respect to Climate Change Policy Shareholder Against Against 6 Report on Political Contributions Shareholder Against For 7 Establish Risk Oversight Committee Shareholder Against Against CISCO SYSTEMS, INC. Meeting Date: NOV 20, 2014 Record Date: SEP 22, 2014 Ticker: CSCO Security ID: 17275R102 1a Elect Director Carol A. Bartz For For 1b Elect Director M. Michele Burns For For 1c Elect Director Michael D. Capellas For For 1d Elect Director John T. Chambers For For 1e Elect Director Brian L. Halla For For 1f Elect Director John L. Hennessy For For 1g Elect Director Kristina M. Johnson For For 1h Elect Director Roderick C. McGeary For For 1i Elect Director Arun Sarin For For 1j Elect Director Steven M. West For For 2 Amend Qualified Employee Stock Purchase Plan For For 3 Advisory to Ratify Named Executive Officers' Compensation For For 4 Ratify Auditors For For 5 Establish Public Policy Board Committee Shareholder Against Against 6 Adopt Proxy Access Right Shareholder Against Against 7 Report on Political Contributions Shareholder Against For CITIGROUP INC. Meeting Date: APR 28, 2015 Record Date: FEB 27, 2015 Ticker: C Security ID:

6 1a Elect Director Michael L. Corbat For For 1b Elect Director Duncan P. Hennes For For 1c Elect Director Peter B. Henry For For 1d Elect Director Franz B. Humer For For 1e Elect Director Michael E. O'Neill For For 1f Elect Director Gary M. Reiner For For 1g Elect Director Judith Rodin For For 1h Elect Director Anthony M. Santomero For For 1i Elect Director Joan E. Spero For For 1j Elect Director Diana L. Taylor For For 1k Elect Director William S. Thompson, Jr. For For 1l Elect Director James S. Turley For For 1m Elect Director Ernesto Zedillo Ponce de Leon For For 2 Ratify KPMG LLP as Auditors For For 3 Advisory to Ratify Named Executive Officers' Compensation For For 4 Amend Omnibus Stock Plan For For 5 Adopt Proxy Access Right Shareholder For For 6 Report on Lobbying Payments and Policy Shareholder Against For 7 Claw-back of Payments under Restatements Shareholder Against Against 8 Limits for Directors Involved with Bankruptcy Shareholder Against Against 9 Report on Certain Vesting Program Shareholder Against For COMCAST CORPORATION Meeting Date: OCT 08, 2014 Record Date: AUG 18, 2014 Meeting Type: SPECIAL Ticker: CMCSA Security ID: 20030N101 1 Issue Shares in Connection with Acquisition For For 2 Adjourn Meeting For For COMCAST CORPORATION Meeting Date: MAY 21, 2015 Record Date: MAR 12, 2015 Ticker: CMCSA Security ID: 20030N Elect Director Kenneth J. Bacon For For 1.2 Elect Director Sheldon M. Bonovitz For For 1.3 Elect Director Edward D. Breen For For 1.4 Elect Director Joseph J. Collins For For 1.5 Elect Director J. Michael Cook For For 1.6 Elect Director Gerald L. Hassell For For 1.7 Elect Director Jeffrey A. Honickman For For 1.8 Elect Director Eduardo G. Mestre For For 1.9 Elect Director Brian L. Roberts For For 1.10 Elect Director Ralph J. Roberts For For 1.11 Elect Director Johnathan A. Rodgers For For 1.12 Elect Director Judith Rodin For For 2 Ratify Deloitte & Touche LLP as Auditors For For 3 Amend Executive Incentive Bonus Plan For For 4 Report on Lobbying Payments and Policy Shareholder Against For 5 Pro-rata Vesting of Equity Awards Shareholder Against For 6 Approve Recapitalization Plan for all Stock to Have One-vote per Share Shareholder Against For CVS HEALTH CORPORATION

7 Meeting Date: MAY 07, 2015 Record Date: MAR 12, 2015 Ticker: CVS Security ID: a Elect Director Richard M. Bracken For For 1b Elect Director C. David Brown, II For For 1c Elect Director Alecia A. DeCoudreaux For For 1d Elect Director Nancy-Ann M. DeParle For For 1e Elect Director David W. Dorman For For 1f Elect Director Anne M. Finucane For For 1g Elect Director Larry J. Merlo For For 1h Elect Director Jean-Pierre Millon For For 1i Elect Director Richard J. Swift For For 1j Elect Director William C. Weldon For For 1k Elect Director Tony L. White For For 2 Ratify Ernst & Young LLP as Auditors For For 3 Advisory to Ratify Named Executive Officers' Compensation For For 4 Amend Omnibus Stock Plan For For 5 Report on Consistency Between Corporate Values and Political Contributions Shareholder Against Against DANAHER CORPORATION Meeting Date: MAY 07, 2015 Record Date: MAR 09, 2015 Ticker: DHR Security ID: Elect Director Donald J. Ehrlich For For 1.2 Elect Director Linda Hefner Filler For For 1.3 Elect Director Thomas P. Joyce, Jr. For For 1.4 Elect Director Teri List-Stoll For For 1.5 Elect Director Walter G. Lohr, Jr. For For 1.6 Elect Director Mitchell P. Rales For For 1.7 Elect Director Steven M. Rales For For 1.8 Elect Director John T. Schwieters For For 1.9 Elect Director Alan G. Spoon For For 1.10 Elect Director Elias A. Zerhouni For For 2 Ratify Ernst & Young LLP as Auditors For For 3 Advisory to Ratify Named Executive Officers' Compensation For For 4 Report on Political Contributions Shareholder Against For DIAGEO PLC Meeting Date: SEP 18, 2014 Record Date: AUG 12, 2014 Ticker: DGE Security ID: 25243Q205 1 Accept Financial Statements and Statutory Reports For For 2 Approve Remuneration Report For For 3 Approve Remuneration Policy For For 4 Approve Final Dividend For For 5 Re-elect Peggy Bruzelius as Director For For 6 Re-elect Laurence Danon as Director For For 7 Re-elect Lord Davies of Abersoch as Director For For 8 Re-elect Ho KwonPing as Director For For

8 9 Re-elect Betsy Holden as Director For For 10 Re-elect Dr Franz Humer as Director For For 11 Re-elect Deirdre Mahlan as Director For For 12 Re-elect Ivan Menezes as Director For For 13 Re-elect Philip Scott as Director For For 14 Elect Nicola Mendelsohn as Director For For 15 Elect Alan Stewart as Director For For 16 Reappoint KPMG LLP as Auditors For For 17 Authorise Board to Fix Remuneration of Auditors For For 18 Authorise Issue of Equity with Pre-emptive Rights For For 19 Authorise Issue of Equity without Pre-emptive Rights For For 20 Authorise Market Purchase of Ordinary Shares For For 21 Authorise EU Political Donations and Expenditure For For 22 Approve 2014 Long Term Incentive Plan For For ELI LILLY AND COMPANY Meeting Date: MAY 04, 2015 Record Date: FEB 27, 2015 Ticker: LLY Security ID: a Elect Director Katherine Baicker For For 1.1b Elect Director J. Erik Fyrwald For For 1.1c Elect Director Ellen R. Marram For For 1.1d Elect Director Jackson P. Tai For For 2 Advisory to Ratify Named Executive Officers' Compensation For For 3 Ratify Ernst & Young LLP as Auditors For For EMC CORPORATION Meeting Date: APR 30, 2015 Record Date: FEB 27, 2015 Ticker: EMC Security ID: a Elect Director Jose E. Almeida For For 1.1b Elect Director Michael W. Brown For For 1.1c Elect Director Donald J. Carty For For 1.1d Elect Director Randolph L. Cowen For For 1.1e Elect Director James S. DiStasio For For 1.1f Elect Director John R. Egan For For 1.1g Elect Director William D. Green For For 1.1h Elect Director Edmund F. Kelly For For 1.1i Elect Director Jami Miscik For For 1.1j Elect Director Paul Sagan For For 1.1k Elect Director David N. Strohm For For 1.1l Elect Director Joseph M. Tucci For For 2 Ratify PricewaterhouseCoopers LLP as Auditors For For 3 Advisory to Ratify Named Executive Officers' Compensation For For 4 Amend Omnibus Stock Plan For For 5 Require Independent Board Chairman Shareholder Against For FACEBOOK, INC. Meeting Date: JUN 11, 2015 Record Date: APR 13, 2015 Ticker: FB Security ID: 30303M102

9 1.1 Elect Director Marc L. Andreessen For For 1.2 Elect Director Erskine B. Bowles For For 1.3 Elect Director Susan D. Desmond-Hellmann For For 1.4 Elect Director Reed Hastings For For 1.5 Elect Director Jan Koum For Withhold 1.6 Elect Director Sheryl K. Sandberg For Withhold 1.7 Elect Director Peter A. Thiel For For 1.8 Elect Director Mark Zuckerberg For Withhold 2 Ratify Ernst & Young LLP as Auditors For For 3 Amend Omnibus Stock Plan For Against 4 Approve Recapitalization Plan for all Stock to Have One-vote per Share Shareholder Against For 5 Report on Sustainability Shareholder Against Against 6 Report on Human Rights Risk Assessment Process Shareholder Against Against H&R BLOCK, INC. Meeting Date: SEP 11, 2014 Record Date: JUL 11, 2014 Ticker: HRB Security ID: a Elect Director Paul J. Brown For For 1b Elect Director William C. Cobb For For 1c Elect Director Robert A. Gerard For For 1d Elect Director David Baker Lewis For For 1e Elect Director Victoria J. Reich For For 1f Elect Director Bruce C. Rohde For For 1g Elect Director Tom D. Seip For For 1h Elect Director Christianna Wood For For 1i Elect Director James F. Wright For For 2 Ratify Auditors For For 3 Advisory to Ratify Named Executive Officers' Compensation For For 4 Amend Executive Incentive Bonus Plan For For 5 Report on Political Contributions Shareholder Against For HILTON WORLDWIDE HOLDINGS INC. Meeting Date: MAY 06, 2015 Record Date: MAR 12, 2015 Ticker: HLT Security ID: 43300A Elect Director Christopher J. Nassetta For Withhold 1.2 Elect Director Jonathan D. Gray For Withhold 1.3 Elect Director Michael S. Chae For Withhold 1.4 Elect Director Tyler S. Henritze For Withhold 1.5 Elect Director Judith A. McHale For For 1.6 Elect Director John G. Schreiber For Withhold 1.7 Elect Director Elizabeth A. Smith For For 1.8 Elect Director Douglas M. Steenland For For 1.9 Elect Director William J. Stein For Withhold 2 Ratify Ernst & Young LLP as Auditors For For 3 Advisory to Ratify Named Executive Officers' Compensation For For JOHNSON CONTROLS, INC. Meeting Date: JAN 28, 2015

10 Record Date: NOV 20, 2014 Ticker: JCI Security ID: Elect Director Natalie A. Black For For 1.2 Elect Director Raymond L. Conner For For 1.3 Elect Director Richard Goodman For For 1.4 Elect Director William H. Lacy For For 1.5 Elect Director Alex A. Molinaroli For For 1.6 Elect Director Mark P. Vergnano For For 2 Ratify Auditors For For 3 Advisory to Ratify Named Executive Officers' Compensation For For MASCO CORPORATION Meeting Date: MAY 04, 2015 Record Date: MAR 13, 2015 Ticker: MAS Security ID: a Elect Director Mark R. Alexander For For 1b Elect Director Richard A. Manoogian For For 1c Elect Director John C. Plant For For 1d Elect Director Mary Ann Van Lokeren For For 2 Advisory to Ratify Named Executive Officers' Compensation For For 3 Ratify PricewaterhouseCoopers LLP as Auditors For For MEDTRONIC, INC. Meeting Date: JAN 06, 2015 Record Date: NOV 18, 2014 Meeting Type: SPECIAL Ticker: MDT Security ID: Approve Merger Agreement For For 2 Approve Reduction of Share Premium Account For For 3 Advisory on Golden Parachutes For For 4 Adjourn Meeting For For MERCK & CO., INC. Meeting Date: MAY 26, 2015 Record Date: MAR 31, 2015 Ticker: MRK Security ID: 58933Y105 1a Elect Director Leslie A. Brun For For 1b Elect Director Thomas R. Cech For For 1c Elect Director Kenneth C. Frazier For For 1d Elect Director Thomas H. Glocer For For 1e Elect Director William B. Harrison, Jr. For For 1f Elect Director C. Robert Kidder For For 1g Elect Director Rochelle B. Lazarus For For 1h Elect Director Carlos E. Represas For For 1i Elect Director Patricia F. Russo For For 1j Elect Director Craig B. Thompson For For 1k Elect Director Wendell P. Weeks For For

11 1l Elect Director Peter C. Wendell For For 2 Advisory to Ratify Named Executive Officers' Compensation For For 3 Ratify PricewaterhouseCoopers LLP as Auditors For For 4 Amend Omnibus Stock Plan For For 5 Amend Executive Incentive Bonus Plan For For 6 Provide Right to Act by Written Consent Shareholder Against For 7 Pro-rata Vesting of Equity Awards Shareholder Against For NEWELL RUBBERMAID INC. Meeting Date: MAY 12, 2015 Record Date: MAR 16, 2015 Ticker: NWL Security ID: a Elect Director Thomas E. Clarke For For 1b Elect Director Kevin C. Conroy For For 1c Elect Director Scott S. Cowen For For 1d Elect Director Michael T. Cowhig For For 1e Elect Director Domenico De Sole For For 1f Elect Director Cynthia A. Montgomery For For 1g Elect Director Christopher D. O'Leary For For 1h Elect Director Jose Ignacio Perez-Lizaur For For 1i Elect Director Michael B. Polk For For 1j Elect Director Steven J. Strobel For For 1k Elect Director Michael A. Todman For For 1l Elect Director Raymond G. Viault For For 2 Ratify Ernst & Young LLP as Auditors For For 3 Advisory to Ratify Named Executive Officers' Compensation For For 4 Amend Articles Call Special Meetings Shareholder Against Against NIELSEN N.V. Meeting Date: JUN 26, 2015 Record Date: MAY 29, 2015 Ticker: NLSN Security ID: N Amend Articles of Association in Connection with the Merger and Authorize Any and All Lawyers and (Deputy) Civil Law taries 1 Practicing at Clifford Chance, LLP to Execute the tarial Deed of Amendment of the Articles of Association For For 2 Approve Corporate Reorganization For For 3 Adopt Financial Statements and Statutory Reports For For 4 Approve Discharge of Board of Directors For For 5a Elect Director James A. Attwood, Jr. For For 5b Elect Director Dwight M. Barns For For 5c Elect Director David L. Calhoun For For 5d Elect Director Karen M. Hoguet For For 5e Elect Director James M. Kilts For For 5f Elect Director Harish Manwani For For 5g Elect Director Kathryn V. Marinello For For 5h Elect Director Alexander Navab For For 5i Elect Director Robert C. Pozen For For 5j Elect Director Vivek Y. Ranadive For For 5k Elect Director Javier G. Teruel For For 6 Ratify Ernst & Young LLP as Auditors For For 7 Appoint Ernst and Young Accountants LLP to Audit the Dutch Statutory Annual Accounts For For

12 8 Authorize Repurchase of Up to 10 Percent of Issued Share Capital For For 9 Advisory to Approve Remuneration of Executives For For OCCIDENTAL PETROLEUM CORPORATION Meeting Date: MAY 01, 2015 Record Date: MAR 10, 2015 Ticker: OXY Security ID: Elect Director Spencer Abraham For For 1.2 Elect Director Howard I. Atkins For For 1.3 Elect Director Eugene L. Batchelder For For 1.4 Elect Director Stephen I. Chazen For For 1.5 Elect Director John E. Feick For For 1.6 Elect Director Margaret M. Foran For For 1.7 Elect Director Carlos M. Gutierrez For For 1.8 Elect Director William R. Klesse For For 1.9 Elect Director Avedick B. Poladian For For 1.10 Elect Director Elisse B. Walter For For 2 Advisory to Ratify Named Executive Officers' Compensation For For 3 Approve Omnibus Stock Plan For For 4 Ratify KPMG LLP as Auditors For For 5 Claw-back of Payments under Restatements Shareholder Against For 6 Adopt Proxy Access Right Shareholder Against For 7 Report on Methane and Flaring Emissions and Reduction Targets Shareholder Against Against 8 Review and Assess Membership of Lobbying Organizations Shareholder Against For PFIZER INC. Meeting Date: APR 23, 2015 Record Date: FEB 25, 2015 Ticker: PFE Security ID: Elect Director Dennis A. Ausiello For For 1.2 Elect Director W. Don Cornwell For For 1.3 Elect Director Frances D. Fergusson For For 1.4 Elect Director Helen H. Hobbs For For 1.5 Elect Director James M. Kilts For For 1.6 Elect Director Shantanu Narayen For For 1.7 Elect Director Suzanne ra Johnson For For 1.8 Elect Director Ian C. Read For For 1.9 Elect Director Stephen W. Sanger For For 1.10 Elect Director James C. Smith For For 1.11 Elect Director Marc Tessier-Lavigne For For 2 Ratify KPMG LLP as Auditors For For 3 Advisory to Ratify Named Executive Officers' Compensation For For 4 Review and Assess Membership of Lobbying Organizations Shareholder Against Against PVH CORP. Meeting Date: JUN 18, 2015 Record Date: APR 23, 2015 Ticker: PVH Security ID: Elect Director Mary Baglivo For For

13 1.2 Elect Director Brent Callinicos For For 1.3 Elect Director Emanuel Chirico For For 1.4 Elect Director Juan R. Figuereo For For 1.5 Elect Director Joseph B. Fuller For For 1.6 Elect Director Fred Gehring For For 1.7 Elect Director V. James Marino For For 1.8 Elect Director G. Penny McIntyre For For 1.9 Elect Director Henry Nasella For For 1.10 Elect Director Edward R. Rosenfeld For For 1.11 Elect Director Craig Rydin For For 2 Amend Omnibus Stock Plan For For 3 Advisory to Ratify Named Executive Officers' Compensation For For 4 Ratify Ernst & Young LLP as Auditors For For REGIONS FINANCIAL CORPORATION Meeting Date: APR 23, 2015 Record Date: FEB 23, 2015 Ticker: RF Security ID: 7591EP a Elect Director George W. Bryan For For 1.1b Elect Director Carolyn H. Byrd For For 1.1c Elect Director David J. Cooper, Sr. For For 1.1d Elect Director Don DeFosset For For 1.1e Elect Director Eric C. Fast For For 1.1f Elect Director O. B. Grayson Hall, Jr. For For 1.1g Elect Director John D. Johns For For 1.1h Elect Director Ruth Ann Marshall For For 1.1i Elect Director Susan W. Matlock For For 1.1j Elect Director John E. Maupin, Jr. For For 1.1k Elect Director Charles D. McCrary For For 1.1l Elect Director Lee J. Styslinger, III For For 2 Ratify Ernst & Young LLP as Auditors For For 3 Advisory to Ratify Named Executive Officers' Compensation For For 4 Approve Omnibus Stock Plan For For SAP SE Meeting Date: MAY 20, 2015 Record Date: APR 10, 2015 Ticker: SAP Security ID: Receive Financial Statements and Statutory Reports for Fiscal (n-voting) ne ne 2 Approve Allocation of Income and Dividends of EUR 1.10 per Share For For 3 Approve Discharge of Board for Fiscal 2014 For For 4 Approve Discharge of Supervisory Board for Fiscal 2014 For For 5 Ratify KPMG AG as Auditors for Fiscal 2015 For For 6.1 Approve Creation of EUR 250 Million Pool of Capital with Preemptive Rights For For 6.2 Approve Creation of EUR 250 Million Pool of Capital with Partial Exclusion of Preemptive Rights For For 7 Approve Remuneration of Supervisory Board For For SCHLUMBERGER LIMITED Meeting Date: APR 08, 2015 Record Date: FEB 11, 2015

14 Ticker: SLB Security ID: a Elect Peter L.S. Currie as Director For For 1b Elect K. Vaman Kamath as Director For For 1c Elect V. Maureen Kempston Darkes as Director For For 1d Elect Paal Kibsgaard as Director For For 1e Elect Nikolay Kudryavtsev as Director For For 1f Elect Michael E. Marks as Director For For 1g Elect Indra K. oyi as Director For For 1h Elect Lubna S. Olayan as Director For For 1i Elect Leo Rafael Reif as Director For For 1j Elect Tore I. Sandvold as Director For For 1k Elect Henri Seydoux as Director For For 2 Advisory to Ratify Named Executive Officers' Compensation For For 3 Adopt and Approve Financials and Dividends For For 4 Ratify PricewaterhouseCoopers LLP as Auditors For For SIEMENS AG Meeting Date: JAN 27, 2015 Record Date: DEC 15, 2014 Ticker: SIE Security ID: Receive Financial Statements and Statutory Reports for Fiscal /2014 (n-voting) ne ne 2 Approve Allocation of Income and Dividends of EUR 3.30 per Share For For 3 Approve Discharge of Board for Fiscal 2013/2014 For For 4 Approve Discharge of Supervisory Board for Fiscal 2013/2014 For For 5 Approve Remuneration System for Board Members For For 6 Ratify Ernst & Young GmbH as Auditors for Fiscal 2014/2015 For For 7.1 Elect Nathalie von Siemens to the Supervisory Board For For 7.2 Elect rbert Reithofer to the Supervisory Board For For 8 Authorize Share Repurchase Program and Reissuance or Cancellation of Repurchased Shares For For 9 Authorize Use of Financial Derivatives when Repurchasing Shares For For 10 Approve Issuance of Warrants/Bonds with Warrants Attached/Convertible Bonds without Preemptive Rights up to Aggregate minal Amount of EUR 15 Billion; Approve Creation of For For EUR 240 Million Pool of Capital to Guarantee Conversion Rights 11 Approve Settlement Agreement Between Siemens AG and Heinz- Joachim Neubuerger, Concluded on August 26, 2014 For For 12 Amend Articles Re: Board-Related For For 13 Approve Affiliation Agreements with Subsidiary Kyros 47 GmbH For For 14 Additional s presented at the Meeting Shareholder Against Against 15 Additional s presented at the Meeting Shareholder Against Against A Counter Motion A Shareholder Against Against B Counter Motion B Shareholder Against Against C Counter Motion C Shareholder Against Against D Counter Motion D Shareholder Against Against E Counter Motion E Shareholder Against Against F Counter Motion F Shareholder Against Against G Counter Motion Shareholder Against Against H Counter Motion Shareholder Against Against I Counter Motion Shareholder Against Against STANLEY BLACK & DECKER, INC. Meeting Date: APR 16, 2015 Record Date: FEB 20, 2015

15 Ticker: SWK Security ID: Elect Director Andrea J. Ayers For For 1.2 Elect Director George W. Buckley For For 1.3 Elect Director Patrick D. Campbell For For 1.4 Elect Director Carlos M. Cardoso For For 1.5 Elect Director Robert B. Coutts For For 1.6 Elect Director Debra A. Crew For For 1.7 Elect Director Benjamin H. Griswold, IV For For 1.8 Elect Director Anthony Luiso For For 1.9 Elect Director John F. Lundgren For For 1.10 Elect Director Marianne M. Parrs For For 1.11 Elect Director Robert L. Ryan For For 2 Ratify Ernst & Young LLP as Auditors For For 3 Advisory to Ratify Named Executive Officers' Compensation For For STARBUCKS CORPORATION Meeting Date: MAR 18, 2015 Record Date: JAN 08, 2015 Ticker: SBUX Security ID: a Elect Director Howard Schultz For For 1b Elect Director William W. Bradley For For 1c Elect Director Robert M. Gates For For 1d Elect Director Mellody Hobson For For 1e Elect Director Kevin R. Johnson For For 1f Elect Director Olden Lee For For 1g Elect Director Joshua Cooper Ramo For For 1h Elect Director James G. Shennan, Jr. For For 1i Elect Director Clara Shih For For 1j Elect Director Javier G. Teruel For For 1k Elect Director Myron E. Ullman, III For For 1l Elect Director Craig E. Weatherup For For 2 Advisory to Ratify Named Executive Officers' Compensation For For 3 Ratify Deloitte & Touche LLP as Auditors For For 4 Amend Bylaws to Establish a Board Committee on Sustainability Shareholder Against Against 5 Require Independent Board Chairman Shareholder Against For THE BANK OF NEW YORK MELLON CORPORATION Meeting Date: APR 14, 2015 Record Date: FEB 13, 2015 Ticker: BK Security ID: Elect Director Nicholas M. Donofrio For For 1.2 Elect Director Joseph J. Echevarria For For 1.3 Elect Director Edward P. Garden For For 1.4 Elect Director Jeffrey A. Goldstein For For 1.5 Elect Director Gerald L. Hassell For For 1.6 Elect Director John M. Hinshaw For For 1.7 Elect Director Edmund F. 'Ted' Kelly For For 1.8 Elect Director Richard J. Kogan For For 1.9 Elect Director John A. Luke, Jr. For For

16 1.10 Elect Director Mark A. rdenberg For For 1.11 Elect Director Catherine A. Rein For For 1.12 Elect Director William C. Richardson For For 1.13 Elect Director Samuel C. Scott, III For For 1.14 Elect Director Wesley W. von Schack For For 2 Advisory to Ratify Named Executive Officers' Compensation For For 3 Ratify KPMG LLP as Auditors For For THE PROCTER & GAMBLE COMPANY Meeting Date: OCT 14, 2014 Record Date: AUG 15, 2014 Ticker: PG Security ID: a Elect Director Angela F. Braly For For 1b Elect Director Kenneth I. Chenault For For 1c Elect Director Scott D. Cook For For 1d Elect Director Susan Desmond-Hellmann For For 1e Elect Director A.G. Lafley For For 1f Elect Director Terry J. Lundgren For For 1g Elect Director W. James McNerney, Jr. For For 1h Elect Director Margaret C. Whitman For For 1i Elect Director Mary Agnes Wilderotter For For 1j Elect Director Patricia A. Woertz For For 1k Elect Director Ernesto Zedillo For For 2 Ratify Auditors For For 3 Approve Omnibus Stock Plan For For 4 Advisory to Ratify Named Executive Officers' Compensation For For 5 Assess Environmental Impact of n-recyclable Packaging Shareholder Against Against 6 Report on Consistency Between Corporate Values and Political Contributions Shareholder Against Against THE PROGRESSIVE CORPORATION Meeting Date: MAY 15, 2015 Record Date: MAR 17, 2015 Ticker: PGR Security ID: Elect Director Stuart B. Burgdoerfer For For 1.2 Elect Director Charles A. Davis For For 1.3 Elect Director Roger N. Farah For For 1.4 Elect Director Lawton W. Fitt For For 1.5 Elect Director Stephen R. Hardis For For 1.6 Elect Director Jeffrey D. Kelly For For 1.7 Elect Director Patrick H. Nettles For For 1.8 Elect Director Glenn M. Renwick For For 1.9 Elect Director Bradley T. Sheares For For 1.10 Elect Director Barbara R. Snyder For For 2 Approve Omnibus Stock Plan For For 3 Advisory to Ratify Named Executive Officers' Compensation For For 4 Ratify PricewaterhouseCoopers LLP (PwC) as Auditors For For TRACTOR SUPPLY COMPANY Meeting Date: MAY 05, 2015 Record Date: MAR 09, 2015 Ticker: TSCO Security ID:

17 1.1 Elect Director Cynthia T. Jamison For For 1.2 Elect Director Johnston C. Adams For For 1.3 Elect Director Peter D. Bewley For For 1.4 Elect Director Richard W. Frost For For 1.5 Elect Director Keith R. Halbert For For 1.6 Elect Director George MacKenzie For For 1.7 Elect Director Edna K. Morris For For 1.8 Elect Director Gregory A. Sandfort For For 1.9 Elect Director Mark J. Weikel For For 2 Ratify Ernst & Young LLP as Auditors For For 3 Advisory to Ratify Named Executive Officers' Compensation For For TWITTER, INC. Meeting Date: JUN 03, 2015 Record Date: APR 10, 2015 Ticker: TWTR Security ID: 90184L Elect Director David Rosenblatt For Withhold 1.2 Elect Director Evan Williams For For 2 Advisory on Say on Pay Frequency One Year One Year 3 Ratify PricewaterhouseCoopers LLP as Auditors For For UNITED PARCEL SERVICE, INC. Meeting Date: MAY 07, 2015 Record Date: MAR 09, 2015 Ticker: UPS Security ID: a Elect Director David P. Abney For For 1b Elect Director Rodney C. Adkins For For 1c Elect Director Michael J. Burns For For 1d Elect Director D. Scott Davis For For 1e Elect Director William R. Johnson For For 1f Elect Director Candace Kendle For For 1g Elect Director Ann M. Livermore For For 1h Elect Director Rudy H.P. Markham For For 1i Elect Director Clark T. Randt, Jr. For For 1j Elect Director John T. Stankey For For 1k Elect Director Carol B. Tome For For 1l Elect Director Kevin M. Warsh For For 2 Approve Omnibus Stock Plan For For 3 Ratify Deloitte & Touche LLP as Auditors For For 4 Report on Lobbying Payments and Policy Shareholder Against For 5 Approve Recapitalization Plan for all Stock to Have One-vote per Share Shareholder Against For 6 Adopt Anti Gross-up Policy Shareholder Against For VISA INC. Meeting Date: JAN 28, 2015 Record Date: DEC 01, 2014 Ticker: V Security ID: 92826C839

18 1a Elect Director Mary B. Cranston For For 1b Elect Director Francisco Javier Fernandez-Carbajal For For 1c Elect Director Alfred F. Kelly, Jr. For For 1d Elect Director Robert W. Matschullat For For 1e Elect Director Cathy E. Minehan For For 1f Elect Director Suzanne ra Johnson For For 1g Elect Director David J. Pang For For 1h Elect Director Charles W. Scharf For For 1i Elect Director William S. Shanahan For For 1j Elect Director John A. C. Swainson For For 1k Elect Director Maynard G. Webb, Jr. For For 2 Approve Amendments to the Certificate of Incorporation to Facilitate Stock Splits For For 3 Advisory to Ratify Named Executive Officers' Compensation For For 4 Approve Qualified Employee Stock Purchase Plan For For 5a Remove Supermajority Requirement for Exiting Core Payment Business For For 5b Remove Supermajority Requirement for Future Amendments to Certain Sections of Company's Certificate of Incorporation For For 5c Remove Supermajority Requirement for Approval of Exceptions to Transfer Certifications For For 5d Remove Supermajority Requirement for Removal of Directors For For 5e Remove Supermajority Requirement for Future Amendments to the Advance tice Provision in the Bylaws For For 6 Ratify Auditors For For WAL-MART STORES, INC. Meeting Date: JUN 05, 2015 Record Date: APR 10, 2015 Ticker: WMT Security ID: a Elect Director Aida M. Alvarez For For 1b Elect Director James I. Cash, Jr. For For 1c Elect Director Roger C. Corbett For For 1d Elect Director Pamela J. Craig For For 1e Elect Director Michael T. Duke For For 1f Elect Director Timothy P. Flynn For For 1g Elect Director Thomas W. Horton For For 1h Elect Director Marissa A. Mayer For For 1i Elect Director C. Douglas McMillon For For 1j Elect Director Gregory B. Penner For For 1k Elect Director Steven S. Reinemund For For 1l Elect Director Kevin Y. Systrom For For 1m Elect Director Jim C. Walton For For 1n Elect Director S. Robson Walton For For 1o Elect Director Linda S. Wolf For For 2 Ratify Ernst & Young LLP as Auditors For For 3 Advisory to Ratify Named Executive Officers' Compensation For For 4 Amend Omnibus Stock Plan For For 5 Disclosure of Recoupment Activity from Senior Officers Shareholder Against For 6 Provide Proxy Access Right Shareholder Against For 7 Adopt Quantitative GHG Goals for Maritime Shipping Shareholder Against Against 8 Report on Incentive Compensation Plans Shareholder Against For 9 Require Independent Board Chairman Shareholder Against For WEATHERFORD INTERNATIONAL PLC Meeting Date: SEP 24, 2014 Record Date: AUG 01, 2014

19 Ticker: WFT Security ID: G A Elect Director David J. Butters For For 1B Elect Director Bernard J. Duroc-Danner For For 1C Elect Director John D. Gass For For 1D Elect Director Francis S. Kalman For For 1E Elect Director William E. Macaulay For For 1F Elect Director Robert K. Moses, Jr. For For 1G Elect Director Guillermo Ortiz For For 1H Elect Director Emyr Jones Parry For For 1I Elect Director Robert A. Rayne For For 2 Approve Auditors and Authorize Board to Fix Their Remuneration Auditors For For 3 Advisory to Ratify Named Executive Officers' Compensation For Against 4 Authorize Holding of 2015 Annual General Meeting Outside of Ireland For For WEATHERFORD INTERNATIONAL PLC Meeting Date: JUN 16, 2015 Record Date: APR 23, 2015 Ticker: WFT Security ID: G END NPX REPORT 1a Elect Director Mohamed A. Awad For For 1b Elect Director David J. Butters For For 1c Elect Director Bernard J. Duroc-Danner For For 1d Elect Director John D. Gass For For 1e Elect Director Emyr Jones Parry For For 1f Elect Director Francis S. Kalman For For 1g Elect Director William E. Macaulay For For 1h Elect Director Robert K. Moses, Jr. For For 1i Elect Director Guillermo Ortiz For For 1j Elect Director Robert A. Rayne For For 2 Approve KPMG LLP as Auditors and Authorize Board to Fix Their Remuneration For For 3 Advisory to Ratify Named Executive Officers' Compensation For For 4 Amend Omnibus Stock Plan For For 5 Authorize Holding of 2016 Annual General Meeting Outside of Ireland For For