isin: 17-may-18 investment company report mo€¦ · recommendation 2. ratification of the...

Investment Company ReportMeeting Date Range: Report Date: 19-Sep-201801-Jul-2017 - 30-Jun-2018

of 90

ALTRIA GROUP, INC.

Security: 02209S103

Ticker: MO

ISIN: US02209S1033

Meeting Type: Annual

17-May-18Meeting Date:

Prop. # Proposal Proposedby

For/AgainstManagement's

Recommendation

Proposal Vote

Agenda Number: 934763473

2Y7R JH Multifactor Consumer Staples ETF

For ForMgmt1a. Election of Director: John T. Casteen III

For ForMgmt1b. Election of Director: Dinyar S. Devitre

For ForMgmt1c. Election of Director: Thomas F. Farrell II

For ForMgmt1d. Election of Director: Debra J. Kelly-Ennis

For ForMgmt1e. Election of Director: W. Leo Kiely III

For ForMgmt1f. Election of Director: Kathryn B. McQuade

For ForMgmt1g. Election of Director: George Munoz

For ForMgmt1h. Election of Director: Mark E. Newman

For ForMgmt1i. Election of Director: Nabil Y. Sakkab

For ForMgmt1j. Election of Director: Virginia E. Shanks

For ForMgmt1k. Election of Director: Howard A. Willard III


of 90


Proposal Vote For/AgainstManagement's

Recommendation

For ForMgmt2. Ratification of the Selection of IndependentRegistered Public Accounting Firm

For ForMgmt3. Non-Binding Advisory Vote to Approve theCompensation of Altria's Named ExecutiveOfficers

Against ForShr4. Shareholder Proposal - Reducing andDisclosing Nicotine Levels in CigaretteBrands


of 90

ARCHER-DANIELS-MIDLAND COMPANY

Security: 039483102

Ticker: ADM

ISIN: US0394831020





Recommendation

Proposal Vote



For ForMgmt1A. Election of Director: A.L. Boeckmann

For ForMgmt1B. Election of Director: M.S. Burke

For ForMgmt1C. Election of Director: T.K. Crews

For ForMgmt1D. Election of Director: P. Dufour

For ForMgmt1E. Election of Director: D.E. Felsinger

For ForMgmt1F. Election of Director: S.F. Harrison

For ForMgmt1G. Election of Director: J.R. Luciano

For ForMgmt1H. Election of Director: P.J. Moore

For ForMgmt1I. Election of Director: F.J. Sanchez

For ForMgmt1J. Election of Director: D.A. Sandler

For ForMgmt1K. Election of Director: D.T. Shih


of 90



Recommendation

For ForMgmt1L. Election of Director: K.R. Westbrook

For ForMgmt2. Ratify the appointment of Ernst & Young LLPas independent auditors for the year endingDecember 31, 2018.

For ForMgmt3. Advisory Vote on Executive Compensation.

For ForMgmt4. Approve the material terms of the ADMEmployee Stock Purchase Plan.

Against ForShr5. Stockholder proposal requesting independentboard chairman.


of 90

BROWN-FORMAN CORPORATION

Security: 115637100

Ticker: BFA

ISIN: US1156371007


27-Jul-17Meeting Date:



Recommendation

Proposal Vote



For ForMgmt1A. ELECTION OF DIRECTOR: PATRICKBOUSQUET-CHAVANNE

Against AgainstMgmt1B. ELECTION OF DIRECTOR: CAMPBELL P.BROWN

Against AgainstMgmt1C. ELECTION OF DIRECTOR: GEO. GARVINBROWN IV

Against AgainstMgmt1D. ELECTION OF DIRECTOR: STUART R.BROWN

For ForMgmt1E. ELECTION OF DIRECTOR: BRUCE L.BYRNES

For ForMgmt1F. ELECTION OF DIRECTOR: JOHN D. COOK

Against AgainstMgmt1G. ELECTION OF DIRECTOR: MARSHALL B.FARRER

Against AgainstMgmt1H. ELECTION OF DIRECTOR: LAURA L.FRAZIER

For ForMgmt1I. ELECTION OF DIRECTOR: KATHLEEN M.GUTMANN

Against AgainstMgmt1J. ELECTION OF DIRECTOR: AUGUSTABROWN HOLLAND


of 90



Recommendation

For ForMgmt1K. ELECTION OF DIRECTOR: MICHAEL J.RONEY

For ForMgmt1L. ELECTION OF DIRECTOR: MICHAEL A.TODMAN

Against AgainstMgmt1M. ELECTION OF DIRECTOR: PAUL C. VARGA

For ForMgmt2. NONBINDING ADVISORY VOTE TOAPPROVE OUR EXECUTIVECOMPENSATION

3 Years ForMgmt3. NONBINDING ADVISORY VOTE ON THEFREQUENCY OF FUTURE ADVISORYVOTES ON EXECUTIVE COMPENSATION


of 90

BUNGE LIMITED

Security: G16962105

Ticker: BG

ISIN: BMG169621056





Recommendation

Proposal Vote



For ForMgmt1a. Election of Director: Ernest G. Bachrach

For ForMgmt1b. Election of Director: Vinita Bali

For ForMgmt1c. Election of Director: Enrique H. Boilini

For ForMgmt1d. Election of Director: Carol M. Browner

For ForMgmt1e. Election of Director: Paul Cornet de Ways-Ruart

For ForMgmt1f. Election of Director: Andrew Ferrier

For ForMgmt1g. Election of Director: Kathleen Hyle

For ForMgmt1h. Election of Director: L. Patrick Lupo

For ForMgmt1i. Election of Director: John E. McGlade

For ForMgmt1j. Election of Director: Soren Schroder


of 90



Recommendation

For ForMgmt2. To appoint Deloitte & Touche LLP as BungeLimited's independent auditors for the fiscalyear ending December 31, 2018 and toauthorize the audit committee of the Board ofDirectors to determine the independentauditors' fees

For ForMgmt3. Advisory vote to approve executivecompensation.


of 90

CAMPBELL SOUP COMPANY

Security: 134429109

Ticker: CPB

ISIN: US1344291091


15-Nov-17Meeting Date:



Recommendation

Proposal Vote



For ForMgmt1A. ELECTION OF DIRECTOR: FABIOLA R.ARREDONDO

For ForMgmt1B. ELECTION OF DIRECTOR: HOWARD M.AVERILL

For ForMgmt1C. ELECTION OF DIRECTOR: BENNETTDORRANCE

For ForMgmt1D. ELECTION OF DIRECTOR: RANDALL W.LARRIMORE

For ForMgmt1E. ELECTION OF DIRECTOR: MARC B.LAUTENBACH

For ForMgmt1F. ELECTION OF DIRECTOR: MARY ALICE D.MALONE

For ForMgmt1G. ELECTION OF DIRECTOR: SARA MATHEW

For ForMgmt1H. ELECTION OF DIRECTOR: KEITH R.MCLOUGHLIN

For ForMgmt1I. ELECTION OF DIRECTOR: DENISE M.MORRISON

For ForMgmt1J. ELECTION OF DIRECTOR: NICKSHREIBER


of 90



Recommendation

For ForMgmt1K. ELECTION OF DIRECTOR: ARCHBOLD D.VAN BEUREN

For ForMgmt1L. ELECTION OF DIRECTOR: LES C. VINNEY

For ForMgmt2. TO RATIFY THE APPOINTMENT OFPRICEWATERHOUSECOOPERS LLP ASOUR INDEPENDENT REGISTERED PUBLICACCOUNTING FIRM FOR FISCAL 2018.

For ForMgmt3. APPROVAL OF AN ADVISORYRESOLUTION ON THE FISCAL 2017COMPENSATION OF OUR NAMEDEXECUTIVE OFFICERS.

3 Years AgainstMgmt4. TO VOTE ON AN ADVISORY RESOLUTIONTO APPROVE THE FREQUENCY OFFUTURE "SAY ON PAY" VOTES.


of 90

CASEY'S GENERAL STORES, INC.

Security: 147528103

Ticker: CASY

ISIN: US1475281036


15-Sep-17Meeting Date:



Recommendation

Proposal Vote



1. DIRECTOR

1 ROBERT J. MYERS Withheld AgainstMgmt

2 DIANE C. BRIDGEWATER Withheld AgainstMgmt

3 LARREE M. RENDA Withheld AgainstMgmt

For ForMgmt2. TO RATIFY THE APPOINTMENT OF KPMGLLP AS THE INDEPENDENT AUDITORS OFTHE COMPANY FOR THE FISCAL YEARENDING APRIL 30, 2018.

For ForMgmt3. TO APPROVE, ON AN ADVISORY BASIS,THE COMPENSATION OF OUR NAMEDEXECUTIVE OFFICERS.

3 Years AgainstMgmt4. TO RECOMMEND, ON AN ADVISORYBASIS, THE FREQUENCY OF FUTUREADVISORY VOTES CONCERNING THECOMPENSATION OF OUR NAMEDEXECUTIVE OFFICERS.


of 90

CHURCH & DWIGHT CO., INC.

Security: 171340102

Ticker: CHD

ISIN: US1713401024





Recommendation

Proposal Vote



For ForMgmt1a. Election of Director: Matthew T. Farrell

For ForMgmt1b. Election of Director: Ravichandra K. Saligram

For ForMgmt1c. Election of Director: Robert K. Shearer

For ForMgmt1d. Election of Director: Laurie J. Yoler

For ForMgmt2. Advisory vote to approve compensation of ournamed executive officers.

For ForMgmt3. Proposal to amend and restate our Amendedand Restated Certificate of Incorporation toprovide for the annual election of all directorsand eliminate or update certain outdatedprovisions.

For ForMgmt4. Ratification of the appointment of Deloitte &Touche LLP as our independent registeredpublic accounting firm for 2018.


of 90

COLGATE-PALMOLIVE COMPANY

Security: 194162103

Ticker: CL

ISIN: US1941621039





Recommendation

Proposal Vote



For ForMgmt1a. Election of Director: Charles A. Bancroft

For ForMgmt1b. Election of Director: John P. Bilbrey

For ForMgmt1c. Election of Director: John T. Cahill

For ForMgmt1d. Election of Director: Ian Cook

For ForMgmt1e. Election of Director: Helene D. Gayle

For ForMgmt1f. Election of Director: Ellen M. Hancock

For ForMgmt1g. Election of Director: C. Martin Harris

For ForMgmt1h. Election of Director: Lorrie M. Norrington

For ForMgmt1i. Election of Director: Michael B. Polk

For ForMgmt1j. Election of Director: Stephen I. Sadove


of 90



Recommendation

For ForMgmt2. Ratify selection of PricewaterhouseCoopersLLP as Colgate's independent registeredpublic accounting firm.

For ForMgmt3. Advisory vote on executive compensation.

Against ForShr4. Stockholder proposal on 10% threshold to callspecial shareholder meetings.


of 90

CONAGRA BRANDS, INC.

Security: 205887102

Ticker: CAG

ISIN: US2058871029





Recommendation

Proposal Vote



1. DIRECTOR

1 BRADLEY A. ALFORD For ForMgmt

2 THOMAS K. BROWN For ForMgmt

3 STEPHEN G. BUTLER For ForMgmt

4 SEAN M. CONNOLLY For ForMgmt

5 THOMAS W. DICKSON For ForMgmt

6 STEVEN F. GOLDSTONE For ForMgmt

7 JOIE A. GREGOR For ForMgmt

8 RAJIVE JOHRI For ForMgmt

9 RICHARD H. LENNY For ForMgmt

10 RUTH ANN MARSHALL For ForMgmt

11 CRAIG P. OMTVEDT For ForMgmt


of 90



Recommendation

For ForMgmt2. RATIFICATION OF THE APPOINTMENT OFINDEPENDENT AUDITOR FOR FISCAL2018

For ForMgmt3. ADVISORY APPROVAL OF THECOMPANY'S NAMED EXECUTIVE OFFICERCOMPENSATION

3 Years AgainstMgmt4. RECOMMENDATION, ON AN ADVISORYBASIS, REGARDING THE FREQUENCY OFFUTURE ADVISORY VOTES ON NAMEDEXECUTIVE OFFICER COMPENSATION


of 90

CONSTELLATION BRANDS, INC.

Security: 21036P108

Ticker: STZ

ISIN: US21036P1084





Recommendation

Proposal Vote



1. DIRECTOR

1 JERRY FOWDEN For ForMgmt

2 BARRY A. FROMBERG For ForMgmt

3 ROBERT L. HANSON For ForMgmt

4 ERNESTO M. HERNANDEZ For ForMgmt

5 JAMES A. LOCKE III Withheld AgainstMgmt

6 DANIEL J. MCCARTHY For ForMgmt

7 RICHARD SANDS For ForMgmt

8 ROBERT SANDS For ForMgmt

9 JUDY A. SCHMELING For ForMgmt

10 KEITH E. WANDELL For ForMgmt


of 90



Recommendation

For ForMgmt2. TO RATIFY THE SELECTION OF KPMG LLPAS THE COMPANY'S INDEPENDENTREGISTERED PUBLIC ACCOUNTING FIRMFOR THE FISCAL YEAR ENDINGFEBRUARY 28, 2018

For ForMgmt3. TO APPROVE, BY AN ADVISORY VOTE,THE COMPENSATION OF THE COMPANY'SNAMED EXECUTIVE OFFICERS ASDISCLOSED IN THE PROXY STATEMENT

3 Years AgainstMgmt4. TO CONDUCT AN ADVISORY VOTE ONTHE FREQUENCY OF FUTURE ADVISORYVOTES REGARDING EXECUTIVECOMPENSATION

For ForMgmt5. TO APPROVE THE AMENDMENT ANDRESTATEMENT OF THE COMPANY'SLONG-TERM STOCK INCENTIVE PLAN


of 90

COSTCO WHOLESALE CORPORATION

Security: 22160K105

Ticker: COST

ISIN: US22160K1051


30-Jan-18Meeting Date:



Recommendation

Proposal Vote



1. DIRECTOR

1 KENNETH D. DENMAN For ForMgmt

2 W. CRAIG JELINEK For ForMgmt

3 JEFFREY S. RAIKES For ForMgmt

For ForMgmt2. RATIFICATION OF SELECTION OFINDEPENDENT AUDITORS.

For ForMgmt3. APPROVAL, ON AN ADVISORY BASIS, OFEXECUTIVE COMPENSATION.

For AgainstShr4. SHAREHOLDER PROPOSAL REGARDINGSIMPLE MAJORITY VOTE.

Against ForShr5. SHAREHOLDER PROPOSAL REGARDINGPRISON LABOR.


of 90

COTY INC.

Security: 222070203

Ticker: COTY

ISIN: US2220702037





Recommendation

Proposal Vote



1. DIRECTOR

1 LAMBERTUS J.H. BECHT For ForMgmt

2 SABINE CHALMERS For ForMgmt

3 JOACHIM FABER For ForMgmt

4 OLIVIER GOUDET For ForMgmt

5 PETER HARF For ForMgmt

6 PAUL S. MICHAELS For ForMgmt

7 CAMILLO PANE For ForMgmt

8 ERHARD SCHOEWEL For ForMgmt

9 ROBERT SINGER For ForMgmt

For ForMgmt2. APPROVAL, ON AN ADVISORY (NON-BINDING) BASIS, THE COMPENSATION OFCOTY INC.'S NAMED EXECUTIVEOFFICERS, AS DISCLOSED IN THE PROXYSTATEMENT


of 90



Recommendation

For ForMgmt3. RATIFICATION OF THE APPOINTMENT OFDELOITTE & TOUCHE LLP TO SERVE ASTHE COMPANY'S INDEPENDENTREGISTERED PUBLIC ACCOUNTING FIRMFOR THE FISCAL YEAR ENDING JUNE 30,2018


of 90

CVS HEALTH CORPORATION

Security: 126650100

Ticker: CVS

ISIN: US1266501006

Meeting Type: Special

13-Mar-18Meeting Date:



Recommendation

Proposal Vote



For ForMgmt1. Stock Issuance Proposal: To approve theissuance of shares of CVS HealthCorporation common stock to shareholders ofAetna 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 theAgreement and Plan of Merger dated as ofDecember 3, 2017, as it may be amendedfrom time to time, among CVS HealthCorporation, Hudson Merger Sub Corp. andAetna Inc.

For ForMgmt2. Adjournment Proposal: To approve theadjournment from time to time of the specialmeeting of stockholders of CVS HealthCorporation if necessary to solicit additionalproxies if there are not sufficient votes at thetime of the special meeting, or anyadjournment or postponement thereof, toapprove the Stock Issuance Proposal.


of 90

CVS HEALTH CORPORATION

Security: 126650100

Ticker: CVS

ISIN: US1266501006


04-Jun-18Meeting Date:



Recommendation

Proposal Vote



For ForMgmt1a. Election of Director: Richard M. Bracken

For ForMgmt1b. Election of Director: C. David Brown II

For ForMgmt1c. Election of Director: Alecia A. DeCoudreaux

For ForMgmt1d. Election of Director: Nancy-Ann M. DeParle

For ForMgmt1e. Election of Director: David W. Dorman

For ForMgmt1f. Election of Director: Anne M. Finucane

For ForMgmt1g. Election of Director: Larry J. Merlo

For ForMgmt1h. Election of Director: Jean-Pierre Millon

For ForMgmt1i. Election of Director: Mary L. Schapiro

For ForMgmt1j. Election of Director: Richard J. Swift

For ForMgmt1k. Election of Director: William C. Weldon


of 90



Recommendation

For ForMgmt1l. Election of Director: Tony L. White

For ForMgmt2. Proposal to ratify appointment of independentregistered public accounting firm for 2018.

For ForMgmt3. Say on Pay - an advisory vote on theapproval of executive compensation.

For ForMgmt4. Proposal to approve an amendment to theCompany's Certificate of Incorporation toreduce the ownership threshold for ourstockholders' right to call special meetings.

Against ForShr5. Stockholder proposal regarding executive payconfidential voting.


of 90

DR PEPPER SNAPPLE GROUP, INC.

Security: 26138E109

Ticker: DPS

ISIN: US26138E1091





Recommendation

Proposal Vote



For ForMgmt1. Approve the issuance of the Company'scommon stock as merger considerationpursuant to the terms of the mergeragreement, as disclosed in the proxystatement.

For ForMgmt2. To amend the certificate of incorporation ofthe Company, as disclosed in the proxystatement.

For ForMgmt3. To approve an advisory resolution regardingthe compensation that may become payableto the Company's Named Executive Officersin connection with the merger, as disclosed inthe proxy statement.

For ForMgmt4. To adjourn the annual meeting, if necessary, ifa quorum is present, to solicit additionalproxies in the event there are not sufficientvotes at the time of the annual meeting toapprove proposals 1 and 2.

For ForMgmt5a. Election of Director: David E. Alexander

For ForMgmt5b. Election of Director: Antonio Carrillo

For ForMgmt5c. Election of Director: Jose M. Gutierrez

For ForMgmt5d. Election of Director: Pamela H. Patsley


of 90



Recommendation

For ForMgmt5e. Election of Director: Ronald G. Rogers

For ForMgmt5f. Election of Director: Wayne R. Sanders

For ForMgmt5g. Election of Director: Dunia A. Shive

For ForMgmt5h. Election of Director: M. Anne Szostak

For ForMgmt5i. Election of Director: Larry D. Young

For ForMgmt6. To ratify appointment of Deloitte & ToucheLLP as our independent registered publicaccounting firm for 2018.

For ForMgmt7. To approve an advisory resolution regardingthe compensation of our Named ExecutiveOfficers, as disclosed in the proxy statement.

Against ForShr8. A stockholder proposal requesting that theboard of directors issue a report on company-wide efforts to address the risks related toobesity, including aggressive quantitativemetrics around the reduction of sugars in itsproducts and development of healthierproduct offerings.


of 90

EDGEWELL PERSONAL CARE COMPANY

Security: 28035Q102

Ticker: EPC

ISIN: US28035Q1022





Recommendation

Proposal Vote



For ForMgmt1A. ELECTION OF DIRECTOR: DAVID P.HATFIELD

Against AgainstMgmt1B. ELECTION OF DIRECTOR: DANIEL J.HEINRICH

For ForMgmt1C. ELECTION OF DIRECTOR: CARLA C.HENDRA

For ForMgmt1D. ELECTION OF DIRECTOR: R. DAVIDHOOVER

For ForMgmt1E. ELECTION OF DIRECTOR: JOHN C.HUNTER, III

For ForMgmt1F. ELECTION OF DIRECTOR: JAMES C.JOHNSON

Against AgainstMgmt1G. ELECTION OF DIRECTOR: ELIZABETHVALK LONG

Against AgainstMgmt1H. ELECTION OF DIRECTOR: RAKESHSACHDEV

For ForMgmt2. TO RATIFY THE APPOINTMENT OFPRICEWATERHOUSECOOPERS LLP ASTHE INDEPENDENT REGISTERED PUBLICACCOUNTING FIRM FOR FISCAL 2018.


of 90



Recommendation

For ForMgmt3. TO CAST A NON-BINDING ADVISORYVOTE ON EXECUTIVE COMPENSATION.

3 Years AgainstMgmt4. TO CAST A NON-BINDING ADVISORYVOTE ON THE FREQUENCY OF THEEXECUTIVE COMPENSATION VOTES.

For ForMgmt5. TO APPROVE THE COMPANY'S 2018STOCK INCENTIVE PLAN.


of 90

FLOWERS FOODS, INC.

Security: 343498101

Ticker: FLO

ISIN: US3434981011





Recommendation

Proposal Vote



For ForMgmt1a. Election of Director: George E. Deese

For ForMgmt1b. Election of Director: Rhonda Gass

For ForMgmt1c. Election of Director: Benjamin H. Griswold, IV

For ForMgmt1d. Election of Director: Margaret G. Lewis

For ForMgmt1e. Election of Director: Amos R. McMullian

For ForMgmt1f. Election of Director: J. V. Shields, Jr.

For ForMgmt1g. Election of Director: Allen L. Shiver

For ForMgmt1h. Election of Director: David V. Singer

For ForMgmt1i. Election of Director: James T. Spear

For ForMgmt1j. Election of Director: Melvin T. Stith, Ph.D.

For ForMgmt1k. Election of Director: C. Martin Wood III


of 90



Recommendation

For ForMgmt2. To approve by advisory vote thecompensation of the company's namedexecutive officers.

For ForMgmt3. To ratify the appointment ofPricewaterhouseCoopers LLP as theindependent registered public accounting firmfor Flowers Foods, Inc. for the fiscal yearending December 29, 2018.

Against ForShr4. A shareholder proposal regarding whether thechairman of the board of directors should beindependent, if properly presented at theannual meeting.


of 90

GENERAL MILLS, INC.

Security: 370334104

Ticker: GIS

ISIN: US3703341046





Recommendation

Proposal Vote



For ForMgmt1A) ELECTION OF DIRECTOR: BRADBURY H.ANDERSON

For ForMgmt1B) ELECTION OF DIRECTOR: ALICIA BOLERDAVIS

For ForMgmt1C) ELECTION OF DIRECTOR: R. KERRYCLARK

For ForMgmt1D) ELECTION OF DIRECTOR: DAVID M.CORDANI

For ForMgmt1E) ELECTION OF DIRECTOR: ROGER W.FERGUSON JR.

Against AgainstMgmt1F) ELECTION OF DIRECTOR: HENRIETTA H.FORE

For ForMgmt1G) ELECTION OF DIRECTOR: JEFFREY L.HARMENING

For ForMgmt1H) ELECTION OF DIRECTOR: MARIA G.HENRY

For ForMgmt1I) ELECTION OF DIRECTOR: HEIDI G.MILLER

For ForMgmt1J) ELECTION OF DIRECTOR: STEVE ODLAND


of 90



Recommendation

For ForMgmt1K) ELECTION OF DIRECTOR: KENDALL J.POWELL

For ForMgmt1L) ELECTION OF DIRECTOR: ERIC D.SPRUNK

For ForMgmt1M) ELECTION OF DIRECTOR: JORGE A.URIBE

For ForMgmt2. APPROVAL OF THE 2017 STOCKCOMPENSATION PLAN.

For ForMgmt3. ADVISORY VOTE ON EXECUTIVECOMPENSATION.

3 Years AgainstMgmt4. ADVISORY VOTE ON THE FREQUENCY OFHOLDING THE ADVISORY VOTE ONEXECUTIVE COMPENSATION.

For ForMgmt5. RATIFY APPOINTMENT OF THEINDEPENDENT REGISTERED PUBLICACCOUNTING FIRM.


of 90

HERBALIFE LTD.

Security: G4412G101

Ticker: HLF

ISIN: KYG4412G1010


24-Apr-18Meeting Date:



Recommendation

Proposal Vote



For ForMgmt1a. Election of Director: Michael O. Johnson

For ForMgmt1b. Election of Director: Jeffrey T. Dunn

For ForMgmt1c. Election of Director: Richard H. Carmona

For ForMgmt1d. Election of Director: Jonathan Christodoro

For ForMgmt1e. Election of Director: Hunter C. Gary

For ForMgmt1f. Election of Director: Nicholas Graziano

For ForMgmt1g. Election of Director: Alan LeFevre

For ForMgmt1h. Election of Director: Jesse A. Lynn

For ForMgmt1i. Election of Director: Juan Miguel Mendoza

For ForMgmt1j. Election of Director: Michael Montelongo

For ForMgmt1k. Election of Director: James L. Nelson


of 90



Recommendation

For ForMgmt1l. Election of Director: Maria Otero

For ForMgmt1m. Election of Director: Margarita Palau-Hernandez

For ForMgmt1n. Election of Director: John Tartol

For ForMgmt2. Advisory vote to approve the Company'sexecutive compensation.

For ForMgmt3. Approve, as a special resolution, the namechange of the Company from "Herbalife Ltd."to "Herbalife Nutrition Ltd."

For ForMgmt4. Approve, as a special resolution, theamendment and restatement of theCompany's Amended and RestatedMemorandum and Articles of Association.

For ForMgmt5. Effect a two-for-one stock-split of theCompany's Common Shares.

For ForMgmt6. Ratify the appointment of the Company'sindependent registered public accountants forfiscal year 2018.


of 90

HORMEL FOODS CORPORATION

Security: 440452100

Ticker: HRL

ISIN: US4404521001





Recommendation

Proposal Vote



For ForMgmt1A. ELECTION OF DIRECTOR: GARY C.BHOJWANI

For ForMgmt1B. ELECTION OF DIRECTOR: TERRELL K.CREWS

For ForMgmt1C. ELECTION OF DIRECTOR: GLENN S.FORBES, M.D.

For ForMgmt1D. ELECTION OF DIRECTOR: STEPHEN M.LACY

For ForMgmt1E. ELECTION OF DIRECTOR: ELSA A.MURANO, PH.D.

For ForMgmt1F. ELECTION OF DIRECTOR: ROBERT C.NAKASONE

For ForMgmt1G. ELECTION OF DIRECTOR: SUSAN K.NESTEGARD

For ForMgmt1H. ELECTION OF DIRECTOR: DAKOTA A.PIPPINS

For ForMgmt1I. ELECTION OF DIRECTOR: CHRISTOPHERJ. POLICINSKI

For ForMgmt1J. ELECTION OF DIRECTOR: SALLY J. SMITH


of 90



Recommendation

For ForMgmt1K. ELECTION OF DIRECTOR: JAMES P. SNEE

For ForMgmt1L. ELECTION OF DIRECTOR: STEVEN A.WHITE

For ForMgmt2. RATIFY THE APPOINTMENT BY THE AUDITCOMMITTEE OF THE BOARD OFDIRECTORS OF ERNST & YOUNG LLP ASINDEPENDENT REGISTERED PUBLICACCOUNTING FIRM FOR THE FISCALYEAR ENDING OCTOBER 28, 2018.

For ForMgmt3. APPROVE THE NAMED EXECUTIVEOFFICER COMPENSATION AS DISCLOSEDIN THE COMPANY'S 2018 ANNUALMEETING PROXY STATEMENT.

For ForMgmt4. APPROVE THE HORMEL FOODSCORPORATION 2018 INCENTIVECOMPENSATION PLAN.


of 90

INGREDION INC

Security: 457187102

Ticker: INGR

ISIN: US4571871023





Recommendation

Proposal Vote



For ForMgmt1a. Election of Director: Luis Aranguren-Trellez

For ForMgmt1b. Election of Director: David B. Fischer

For ForMgmt1c. Election of Director: Ilene S. Gordon

For ForMgmt1d. Election of Director: Paul Hanrahan

For ForMgmt1e. Election of Director: Rhonda L. Jordan

For ForMgmt1f. Election of Director: Gregory B. Kenny

For ForMgmt1g. Election of Director: Barbara A. Klein

For ForMgmt1h. Election of Director: Victoria J. Reich

For ForMgmt1i. Election of Director: Jorge A. Uribe

For ForMgmt1j. Election of Director: Dwayne A. Wilson

For ForMgmt1k. Election of Director: James P. Zallie


of 90



Recommendation

For ForMgmt2. To approve, by advisory vote, thecompensation of the company's "namedexecutive officers"

For ForMgmt3. To ratify the appointment of KPMG LLP as theindependent registered public accounting firmof the company and its subsidiaries, inrespect of the company's operations in 2018


of 90

KELLOGG COMPANY

Security: 487836108

Ticker: K

ISIN: US4878361082





Recommendation

Proposal Vote



1. DIRECTOR

1 Carter Cast For ForMgmt

2 Zachary Gund For ForMgmt

3 Jim Jenness For ForMgmt

4 Don Knauss For ForMgmt

For ForMgmt2. Advisory resolution to approve executivecompensation.

For ForMgmt3. Ratification of the appointment ofPricewaterhouseCoopers LLP as Kellogg'sindependent registered public accounting firmfor fiscal year 2018.


of 90

KIMBERLY-CLARK CORPORATION

Security: 494368103

Ticker: KMB

ISIN: US4943681035





Recommendation

Proposal Vote



For ForMgmt1A. Election of Director: John F. Bergstrom

For ForMgmt1B. Election of Director: Abelardo E. Bru

For ForMgmt1C. Election of Director: Robert W. Decherd

For ForMgmt1D. Election of Director: Thomas J. Falk

For ForMgmt1E. Election of Director: Fabian T. Garcia

For ForMgmt1F. Election of Director: Michael D. Hsu

For ForMgmt1G. Election of Director: Mae C. Jemison, M.D.

For ForMgmt1H. Election of Director: James M. Jenness

For ForMgmt1I. Election of Director: Nancy J. Karch

For ForMgmt1J. Election of Director: Christa S. Quarles

For ForMgmt1K. Election of Director: Ian C. Read


of 90



Recommendation

For ForMgmt1L. Election of Director: Marc J. Shapiro

For ForMgmt1M. Election of Director: Michael D. White

For ForMgmt2. Ratification of Auditor

For ForMgmt3. Advisory Vote to Approve Named ExecutiveOfficer Compensation


of 90

LAMB WESTON HOLDINGS, INC.

Security: 513272104

Ticker: LW

ISIN: US5132721045





Recommendation

Proposal Vote



For ForMgmt1A. ELECTION OF DIRECTOR: CHARLES A.BLIXT

For ForMgmt1B. ELECTION OF DIRECTOR: ANDRE J.HAWAUX

For ForMgmt1C. ELECTION OF DIRECTOR: W.G.JURGENSEN

For ForMgmt1D. ELECTION OF DIRECTOR: THOMAS P.MAURER

For ForMgmt1E. ELECTION OF DIRECTOR: HALA G.MODDELMOG

For ForMgmt1F. ELECTION OF DIRECTOR: ANDREW J.SCHINDLER

For ForMgmt1G. ELECTION OF DIRECTOR: MARIA RENNASHARPE

For ForMgmt1H. ELECTION OF DIRECTOR: THOMAS P.WERNER

For ForMgmt2. ADVISORY VOTE TO APPROVEEXECUTIVE COMPENSATION.

3 Years AgainstMgmt3. ADVISORY VOTE ON THE FREQUENCY OFAN ADVISORY VOTE TO APPROVEEXECUTIVE COMPENSATION.


of 90



Recommendation

For ForMgmt4. APPROVAL OF THE MATERIAL TERMSFOR QUALIFIED PERFORMANCE-BASEDCOMPENSATION UNDER THE LAMBWESTON HOLDINGS, INC. 2016 STOCKPLAN.

For ForMgmt5. RATIFICATION OF THE APPOINTMENT OFKPMG LLP AS INDEPENDENT AUDITORSFOR FISCAL YEAR 2018.


of 90

MOLSON COORS BREWING CO.

Security: 60871R209

Ticker: TAP

ISIN: US60871R2094





Recommendation

Proposal Vote



1. DIRECTOR

1 Roger G. Eaton For ForMgmt

2 Charles M. Herington For ForMgmt

3 H. Sanford Riley For ForMgmt

For ForMgmt2. To approve, on an advisory basis, thecompensation of our named executive officers(Say-on-Pay).


of 90

MONDELEZ INTERNATIONAL, INC.

Security: 609207105

Ticker: MDLZ

ISIN: US6092071058





Recommendation

Proposal Vote



For ForMgmt1a. Election of Director: Lewis W.K. Booth

For ForMgmt1b. Election of Director: Charles E. Bunch

For ForMgmt1c. Election of Director: Debra A. Crew

For ForMgmt1d. Election of Director: Lois D. Juliber

For ForMgmt1e. Election of Director: Mark D. Ketchum

For ForMgmt1f. Election of Director: Peter W. May

For ForMgmt1g. Election of Director: Jorge S. Mesquita

For ForMgmt1h. Election of Director: Joseph Neubauer

For ForMgmt1i. Election of Director: Fredric G. Reynolds

For ForMgmt1j. Election of Director: Christiana S. Shi

For ForMgmt1k. Election of Director: Patrick T. Siewert


of 90



Recommendation

For ForMgmt1l. Election of Director: Jean-Francois M. L. vanBoxmeer

For ForMgmt1m. Election of Director: Dirk Van de Put

Against AgainstMgmt2. Advisory Vote to Approve ExecutiveCompensation.

For ForMgmt3. Ratification of PricewaterhouseCoopers LLPas Independent Registered PublicAccountants for Fiscal Year Ending December31, 2018.

Against ForShr4. Report on Non-Recyclable Packaging.

Against ForShr5. Create a Committee to Prepare a ReportRegarding the Impact of Plant Closures onCommunities and Alternatives to HelpMitigate the Effects.


of 90

MONSTER BEVERAGE CORPORATION

Security: 61174X109

Ticker: MNST

ISIN: US61174X1090





Recommendation

Proposal Vote



1. DIRECTOR

1 Rodney C. Sacks For ForMgmt

2 Hilton H. Schlosberg For ForMgmt

3 Mark J. Hall For ForMgmt

4 Norman C. Epstein For ForMgmt

5 Gary P. Fayard For ForMgmt

6 Benjamin M. Polk For ForMgmt

7 Sydney Selati For ForMgmt

8 Harold C. Taber, Jr. For ForMgmt

9 Kathy N. Waller For ForMgmt

10 Mark S. Vidergauz For ForMgmt


of 90



Recommendation

For ForMgmt2. Proposal to ratify the appointment of Deloitte& Touche LLP as the independent registeredpublic accounting firm of the Company for thefiscal year ending December 31, 2018.

Against AgainstMgmt3. Proposal to approve, on a non-binding,advisory basis, the compensation of theCompany's named executive officers.

Against ForShr4. To consider a stockholder proposal regardinga report containing the criteria and analyticalmethodology used to determine theCompany's conclusion of "minimal risk" ofslavery and human trafficking in its sugarcanesupply chain; if properly presented at theAnnual Meeting.


of 90

PEPSICO, INC.

Security: 713448108

Ticker: PEP

ISIN: US7134481081





Recommendation

Proposal Vote



For ForMgmt1a. Election of Director: Shona L. Brown

For ForMgmt1b. Election of Director: George W. Buckley

For ForMgmt1c. Election of Director: Cesar Conde

For ForMgmt1d. Election of Director: Ian M. Cook

For ForMgmt1e. Election of Director: Dina Dublon

For ForMgmt1f. Election of Director: Richard W. Fisher

For ForMgmt1g. Election of Director: William R. Johnson

For ForMgmt1h. Election of Director: Indra K. Nooyi

For ForMgmt1i. Election of Director: David C. Page

For ForMgmt1j. Election of Director: Robert C. Pohlad

For ForMgmt1k. Election of Director: Daniel Vasella


of 90



Recommendation

For ForMgmt1l. Election of Director: Darren Walker

For ForMgmt1m. Election of Director: Alberto Weisser

For ForMgmt2. Ratification of the appointment of KPMG LLPas the Company's independent registeredpublic accounting firm for fiscal year 2018.

For ForMgmt3. Advisory approval of the Company'sexecutive compensation.

Against ForShr4. Special shareowner meeting improvement.


of 90

PHILIP MORRIS INTERNATIONAL INC.

Security: 718172109

Ticker: PM

ISIN: US7181721090





Recommendation

Proposal Vote



For ForMgmt1A. Election of Director: Harold Brown

For ForMgmt1B. Election of Director: Andre Calantzopoulos

For ForMgmt1C. Election of Director: Louis C. Camilleri

For ForMgmt1D. Election of Director: Massimo Ferragamo

For ForMgmt1E. Election of Director: Werner Geissler

For ForMgmt1F. Election of Director: Lisa A. Hook

For ForMgmt1G. Election of Director: Jennifer Li

For ForMgmt1H. Election of Director: Jun Makihara

For ForMgmt1I. Election of Director: Sergio Marchionne

For ForMgmt1J. Election of Director: Kalpana Morparia

For ForMgmt1K. Election of Director: Lucio A. Noto


of 90



Recommendation

For ForMgmt1L. Election of Director: Frederik Paulsen

For ForMgmt1M. Election of Director: Robert B. Polet

For ForMgmt1N. Election of Director: Stephen M. Wolf

For ForMgmt2. Advisory Vote Approving ExecutiveCompensation

For ForMgmt3. Ratification of the Selection of IndependentAuditors


of 90

PILGRIM'S PRIDE CORPORATION

Security: 72147K108

Ticker: PPC

ISIN: US72147K1088





Recommendation

Proposal Vote



1. DIRECTOR

1 Gilberto Tomazoni* Withheld AgainstMgmt

2 Denilson Molina* Withheld AgainstMgmt

3 W.C.D. Vasconcellos Jr* For ForMgmt

4 William W. Lovette* Withheld AgainstMgmt

5 Andre N. de Souza* Withheld AgainstMgmt

6 David E. Bell# For ForMgmt

7 Michael L. Cooper# For ForMgmt

8 Charles Macaluso# For ForMgmt

For ForMgmt3. Advisory vote on executive compensation.

For ForMgmt4. Ratify the appointment of KPMG LLP asindependent registered public accounting firmfor the Company for the fiscal year endingDecember 30, 2018.


of 90



Recommendation

Against ForShr5. A stockholder proposal to adopt andimplement a water stewardship policydesigned to reduce risks of watercontamination from our direct operations andsupply chain.

Against ForShr6. A stockholder proposal regarding a report onboard diversity.


of 90

PINNACLE FOODS INC.

Security: 72348P104

Ticker: PF

ISIN: US72348P1049





Recommendation

Proposal Vote



1. DIRECTOR

1 Ann Fandozzi For ForMgmt

2 Mark Jung For ForMgmt

3 Ioannis Skoufalos For ForMgmt

For ForMgmt2. To ratify the appointment of Deloitte & ToucheLLP as our independent registered publicaccounting firm for 2018.

For ForMgmt3. To approve, in a non-binding advisory vote,the compensation paid to the namedexecutive officers.


of 90

POST HOLDINGS, INC.

Security: 737446104

Ticker: POST

ISIN: US7374461041





Recommendation

Proposal Vote



1. DIRECTOR

1 JAY W. BROWN For ForMgmt

2 EDWIN H. CALLISON For ForMgmt

3 WILLIAM P. STIRITZ For ForMgmt

For ForMgmt2. RATIFICATION OFPRICEWATERHOUSECOOPERS LLP ASOUR INDEPENDENT REGISTERED PUBLICACCOUNTING FIRM FOR THE FISCALYEAR ENDING SEPTEMBER 30, 2018.

Against AgainstMgmt3. ADVISORY APPROVAL OF THECOMPANY'S EXECUTIVE COMPENSATION.

For ForMgmt4. VOTE TO AMEND AND RESTATE THECOMPANY'S AMENDED AND RESTATEDARTICLES OF INCORPORATION TOREMOVE THE BOARD'S EXCLUSIVEPOWER TO AMEND THE COMPANY'SBYLAWS.


of 90

REYNOLDS AMERICAN INC.

Security: 761713106

Ticker: RAI

ISIN: US7617131062





Recommendation

Proposal Vote



For ForMgmt1. APPROVAL OF THE AGREEMENT ANDPLAN OF MERGER, DATED AS OFJANUARY 16, 2017, AS IT AND THE PLANOF MERGER CONTAINED THEREIN WEREAMENDED AS OF JUNE 8, 2017, AND AS ITAND THE PLAN OF MERGER CONTAINEDTHEREIN MAY BE FURTHER AMENDEDFROM TIME TO TIME, REFERRED TO ASTHE MERGER AGREEMENT, BY ANDAMONG REYNOLDS AMERICAN INC.,REFERRED TO AS RAI, BRITISHAMERICAN TOBACCO P.L.C., A PUBLICLIMITED COMPANY INCORPORATEDUNDER THE LAWS OF ENGLAND ANDWALES, REFERRED TO AS BAT, ...(DUE TOSPACE LIMITS, SEE PROXY STATEMENTFOR FULL PROPOSAL).

Against AgainstMgmt2. APPROVAL ON A NON-BINDING,ADVISORY BASIS, OF THECOMPENSATION PAYMENTS THAT WILLOR MAY BE PAID BY RAI OR BAT TO RAI'SNAMED EXECUTIVE OFFICERS AND THATARE BASED ON OR OTHERWISE RELATETO THE MERGER AND THE AGREEMENTSAND UNDERSTANDINGS PURSUANT TOWHICH SUCH COMPENSATION MAY BEPAID OR BECOME PAYABLE.

For ForMgmt3. APPROVAL OF THE ADJOURNMENT OFTHE SPECIAL MEETING OF RAISHAREHOLDERS, IF NECESSARY ORAPPROPRIATE, TO SOLICIT ADDITIONALPROXIES IF THERE ARE NOT SUFFICIENTVOTES TO APPROVE THE MERGERAGREEMENT.


of 90

RITE AID CORPORATION

Security: 767754104

Ticker: RAD

ISIN: US7677541044





Recommendation

Proposal Vote



For ForMgmt1A. ELECTION OF DIRECTOR: JOHN T.STANDLEY

For ForMgmt1B. ELECTION OF DIRECTOR: JOSEPH B.ANDERSON, JR.

For ForMgmt1C. ELECTION OF DIRECTOR: BRUCE G.BODAKEN

For ForMgmt1D. ELECTION OF DIRECTOR: DAVID R.JESSICK

For ForMgmt1E. ELECTION OF DIRECTOR: KEVIN E.LOFTON

For ForMgmt1F. ELECTION OF DIRECTOR: MYRTLE S.POTTER

For ForMgmt1G. ELECTION OF DIRECTOR: MICHAEL N.REGAN

For ForMgmt1H. ELECTION OF DIRECTOR: FRANK A.SAVAGE

For ForMgmt1I. ELECTION OF DIRECTOR: MARCY SYMS

For ForMgmt2. RATIFY THE APPOINTMENT OF DELOITTE& TOUCHE LLP AS OUR INDEPENDENTREGISTERED PUBLIC ACCOUNTING FIRM.


of 90



Recommendation

For ForMgmt3. APPROVE, ON AN ADVISORY BASIS, THECOMPENSATION OF OUR NAMEDEXECUTIVE OFFICERS AS PRESENTED INTHE PROXY STATEMENT.

3 Years AgainstMgmt4. VOTE, ON AN ADVISORY BASIS, AS TOTHE FREQUENCY OF FUTURE ADVISORYVOTES TO APPROVE THECOMPENSATION OF OUR NAMEDEXECUTIVE OFFICERS.


of 90

SEABOARD CORPORATION

Security: 811543107

Ticker: SEB

ISIN: US8115431079





Recommendation

Proposal Vote



1. DIRECTOR

1 Steven J. Bresky Withheld AgainstMgmt

2 David A. Adamsen For ForMgmt

3 Douglas W. Baena For ForMgmt

4 Edward I. Shifman Jr. For ForMgmt

5 Paul M. Squires Withheld AgainstMgmt

For ForMgmt2. Ratify the appointment of KPMG LLP asindependent auditors of the Company.


of 90

SNYDER'S-LANCE, INC.

Security: 833551104

Ticker: LNCE

ISIN: US8335511049


23-Mar-18Meeting Date:



Recommendation

Proposal Vote



For ForMgmt1. Proposal to approve the Agreement and Planof Merger, dated as of December 18, 2017,entered into among Snyder's-Lance, Inc. (the"Company"), Campbell Soup Company("Campbell"), and Twist Merger Sub, Inc.("Merger Sub"), including the Plan of Mergerincluded therein, each as may be amendedfrom time to time (the "merger agreement"),(the "merger").

For ForMgmt2. Proposal to adjourn the special meeting, ifnecessary or appropriate, including to solicitadditional proxies if there are insufficientvotes at the time of the special meeting toapprove the merger agreement.

For ForMgmt3. Proposal to approve, on a non-binding,advisory basis, the payment of certaincompensation and benefits to the Company'snamed executive officers that is based on orotherwise relates to the merger.


of 90

SYSCO CORPORATION

Security: 871829107

Ticker: SYY

ISIN: US8718291078





Recommendation

Proposal Vote



For ForMgmt1A. ELECTION OF DIRECTOR: DANIEL J.BRUTTO

For ForMgmt1B. ELECTION OF DIRECTOR: JOHN M.CASSADAY

For ForMgmt1C. ELECTION OF DIRECTOR: WILLIAM J.DELANEY

For ForMgmt1D. ELECTION OF DIRECTOR: JOSHUA D.FRANK

For ForMgmt1E. ELECTION OF DIRECTOR: LARRY C.GLASSCOCK

For ForMgmt1F. ELECTION OF DIRECTOR: BRADLEY M.HALVERSON

For ForMgmt1G. ELECTION OF DIRECTOR: HANS-JOACHIMKOERBER

For ForMgmt1H. ELECTION OF DIRECTOR: NANCY S.NEWCOMB

For ForMgmt1I. ELECTION OF DIRECTOR: NELSON PELTZ

For ForMgmt1J. ELECTION OF DIRECTOR: EDWARD D.SHIRLEY


of 90



Recommendation

For ForMgmt1K. ELECTION OF DIRECTOR: SHEILA G.TALTON

For ForMgmt1L. ELECTION OF DIRECTOR: RICHARD G.TILGHMAN

For ForMgmt1M. ELECTION OF DIRECTOR: JACKIE M.WARD

For ForMgmt2. TO APPROVE, BY ADVISORY VOTE, THECOMPENSATION PAID TO SYSCO'SNAMED EXECUTIVE OFFICERS, ASDISCLOSED IN SYSCO'S 2017 PROXYSTATEMENT.

3 Years AgainstMgmt3. TO RECOMMEND, BY NON-BINDINGVOTE, THE FREQUENCY OF EXECUTIVECOMPENSATION VOTES.

For ForMgmt4. TO RATIFY THE APPOINTMENT OF ERNST& YOUNG LLP AS SYSCO'S INDEPENDENTREGISTERED PUBLIC ACCOUNTING FIRMFOR FISCAL 2018.

For AgainstShr5. TO CONSIDER A STOCKHOLDERPROPOSAL, IF PROPERLY PRESENTED ATTHE MEETING, REGARDING A POLICYLIMITING ACCELERATED VESTING OFEQUITY AWARDS UPON A CHANGE INCONTROL.


of 90

THE CLOROX COMPANY

Security: 189054109

Ticker: CLX

ISIN: US1890541097





Recommendation

Proposal Vote



For ForMgmt1A. ELECTION OF DIRECTOR: AMY BANSE

For ForMgmt1B. ELECTION OF DIRECTOR: RICHARD H.CARMONA

For ForMgmt1C. ELECTION OF DIRECTOR: BENNO DORER

For ForMgmt1D. ELECTION OF DIRECTOR: SPENCER C.FLEISCHER

For ForMgmt1E. ELECTION OF DIRECTOR: ESTHER LEE

For ForMgmt1F. ELECTION OF DIRECTOR: A.D. DAVIDMACKAY

For ForMgmt1G. ELECTION OF DIRECTOR: ROBERT W.MATSCHULLAT

For ForMgmt1H. ELECTION OF DIRECTOR: JEFFREYNODDLE

For ForMgmt1I. ELECTION OF DIRECTOR: PAMELATHOMAS-GRAHAM

For ForMgmt1J. ELECTION OF DIRECTOR: CAROLYN M.TICKNOR


of 90



Recommendation

For ForMgmt1K. ELECTION OF DIRECTOR: RUSSELLWEINER

For ForMgmt1L. ELECTION OF DIRECTOR: CHRISTOPHERJ. WILLIAMS

For ForMgmt2. ADVISORY VOTE TO APPROVEEXECUTIVE COMPENSATION.

3 Years AgainstMgmt3. ADVISORY VOTE ON THE FREQUENCY OFFUTURE ADVISORY VOTES ONEXECUTIVE COMPENSATION.

For ForMgmt4. RATIFICATION OF INDEPENDENTREGISTERED PUBLIC ACCOUNTING FIRM.

For ForMgmt5. APPROVAL OF THE MATERIAL TERMS OFTHE PERFORMANCE GOALS UNDER THECOMPANY'S 2005 STOCK INCENTIVEPLAN.

For ForMgmt6. APPROVAL OF THE COMPANY'S EQUITYAWARD POLICY FOR NON-EMPLOYEEDIRECTORS.

Against ForShr7. STOCKHOLDER PROPOSAL TO AMENDPROXY ACCESS BYLAWS.


of 90

THE COCA-COLA COMPANY

Security: 191216100

Ticker: KO

ISIN: US1912161007





Recommendation

Proposal Vote



For ForMgmt1A. Election of Director: Herbert A. Allen

For ForMgmt1B. Election of Director: Ronald W. Allen

For ForMgmt1C. Election of Director: Marc Bolland

For ForMgmt1D. Election of Director: Ana Botin

For ForMgmt1E. Election of Director: Richard M. Daley

For ForMgmt1F. Election of Director: Christopher C. Davis

For ForMgmt1G. Election of Director: Barry Diller

For ForMgmt1H. Election of Director: Helene D. Gayle

For ForMgmt1I. Election of Director: Alexis M. Herman

For ForMgmt1J. Election of Director: Muhtar Kent

For ForMgmt1K. Election of Director: Robert A. Kotick


of 90



Recommendation

For ForMgmt1L. Election of Director: Maria Elena Lagomasino

For ForMgmt1M. Election of Director: Sam Nunn

For ForMgmt1N. Election of Director: James Quincey

For ForMgmt1O. Election of Director: Caroline J. Tsay

For ForMgmt1P. Election of Director: David B. Weinberg

For ForMgmt2. Advisory vote to approve executivecompensation

For ForMgmt3. Ratification of the appointment of Ernst &Young LLP as Independent Auditors


of 90

THE ESTEE LAUDER COMPANIES INC.

Security: 518439104

Ticker: EL

ISIN: US5184391044





Recommendation

Proposal Vote



For ForMgmt1A. ELECTION OF CLASS III DIRECTOR:CHARLENE BARSHEFSKY Please note anAbstain Vote means a Withhold vote againstthis director.

For ForMgmt1B. ELECTION OF CLASS III DIRECTOR: WEISUN CHRISTIANSON Please note anAbstain Vote means a Withhold vote againstthis director.

For ForMgmt1C. ELECTION OF CLASS III DIRECTOR:FABRIZIO FREDA Please note an AbstainVote means a Withhold vote against thisdirector.

For ForMgmt1D. ELECTION OF CLASS III DIRECTOR: JANELAUDER Please note an Abstain Vote meansa Withhold vote against this director.

For ForMgmt1E. ELECTION OF CLASS III DIRECTOR:LEONARD A. LAUDER Please note anAbstain Vote means a Withhold vote againstthis director.

For ForMgmt2. RATIFICATION OF APPOINTMENT OFKPMG LLP AS INDEPENDENT AUDITORSFOR THE 2018 FISCAL YEAR.

Against AgainstMgmt3. ADVISORY VOTE TO APPROVEEXECUTIVE COMPENSATION.


of 90



Recommendation

3 Years AgainstMgmt4. ADVISORY VOTE ON THE FREQUENCY OFTHE ADVISORY VOTE ON EXECUTIVECOMPENSATION.


of 90

THE HAIN CELESTIAL GROUP, INC.

Security: 405217100

Ticker: HAIN

ISIN: US4052171000





Recommendation

Proposal Vote



For ForMgmt1A. ELECTION OF DIRECTOR: IRWIN D.SIMON

For ForMgmt1B. ELECTION OF DIRECTOR: CELESTE A.CLARK

For ForMgmt1C. ELECTION OF DIRECTOR: ANDREW R.HEYER

For ForMgmt1D. ELECTION OF DIRECTOR: R. DEANHOLLIS

For ForMgmt1E. ELECTION OF DIRECTOR: SHERVIN J.KORANGY

For ForMgmt1F. ELECTION OF DIRECTOR: ROGERMELTZER

For ForMgmt1G. ELECTION OF DIRECTOR: ADRIANNESHAPIRA

For ForMgmt1H. ELECTION OF DIRECTOR: JACK L.SINCLAIR

For ForMgmt1I. ELECTION OF DIRECTOR: GLENN W.WELLING

For ForMgmt1J. ELECTION OF DIRECTOR: DAWN M. ZIER


of 90



Recommendation

For ForMgmt1K. ELECTION OF DIRECTOR: LAWRENCE S.ZILAVY

Against AgainstMgmt2. TO APPROVE AN AMENDMENT TO THEAMENDED AND RESTATED BY-LAWS OFTHE HAIN CELESTIAL GROUP, INC. TOIMPLEMENT ADVANCE NOTICEPROCEDURES FOR STOCKHOLDERPROPOSALS.

For ForMgmt3. TO APPROVE AN AMENDMENT TO THEAMENDED AND RESTATED BY-LAWS OFTHE HAIN CELESTIAL GROUP, INC. TOIMPLEMENT PROXY ACCESS.

Against AgainstMgmt4. TO APPROVE, ON AN ADVISORY BASIS,NAMED EXECUTIVE OFFICERCOMPENSATION FOR THE FISCAL YEARENDED JUNE 30, 2017.

3 Years AgainstMgmt5. TO APPROVE, ON AN ADVISORY BASIS,THE FREQUENCY OF HOLDING FUTUREADVISORY VOTES ON NAMED EXECUTIVEOFFICER COMPENSATION.

For ForMgmt6. TO RATIFY THE APPOINTMENT OF ERNST& YOUNG LLP TO ACT AS REGISTEREDINDEPENDENT ACCOUNTANTS OF THECOMPANY FOR THE FISCAL YEARENDING JUNE 30, 2018.


of 90

THE HERSHEY COMPANY

Security: 427866108

Ticker: HSY

ISIN: US4278661081





Recommendation

Proposal Vote



1. DIRECTOR

1 P.M. Arway For ForMgmt

2 J.W. Brown For ForMgmt

3 M.G. Buck For ForMgmt

4 C.A. Davis For ForMgmt

5 M.K. Haben For ForMgmt

6 J.C. Katzman For ForMgmt

7 M.D. Koken For ForMgmt

8 R.M. Malcolm For ForMgmt

9 A.J. Palmer For ForMgmt

10 W.L. Schoppert For ForMgmt

11 D.L. Shedlarz For ForMgmt


of 90



Recommendation

For ForMgmt2. Ratify the appointment of Ernst & Young LLPas independent auditors for 2018.

For ForMgmt3. Approve named executive officercompensation on a non-binding advisorybasis.


of 90

THE J. M. SMUCKER COMPANY

Security: 832696405

Ticker: SJM

ISIN: US8326964058


16-Aug-17Meeting Date:



Recommendation

Proposal Vote



Against AgainstMgmt1A. ELECTION OF DIRECTOR: KATHRYN W.DINDO

Against AgainstMgmt1B. ELECTION OF DIRECTOR: PAUL J. DOLAN

For ForMgmt1C. ELECTION OF DIRECTOR: JAY L.HENDERSON

Against AgainstMgmt1D. ELECTION OF DIRECTOR: NANCY LOPEZKNIGHT

Against AgainstMgmt1E. ELECTION OF DIRECTOR: ELIZABETHVALK LONG

Against AgainstMgmt1F. ELECTION OF DIRECTOR: GARY A. OATEY

For ForMgmt1G. ELECTION OF DIRECTOR: KIRK L. PERRY

Against AgainstMgmt1H. ELECTION OF DIRECTOR: SANDRAPIANALTO

Against AgainstMgmt1I. ELECTION OF DIRECTOR: ALEX SHUMATE

Against AgainstMgmt1J. ELECTION OF DIRECTOR: MARK T.SMUCKER


of 90



Recommendation

Against AgainstMgmt1K. ELECTION OF DIRECTOR: RICHARD K.SMUCKER

Against AgainstMgmt1L. ELECTION OF DIRECTOR: TIMOTHY P.SMUCKER

For ForMgmt1M. ELECTION OF DIRECTOR: DAWN C.WILLOUGHBY

For ForMgmt2. RATIFICATION OF APPOINTMENT OFERNST & YOUNG LLP AS THE COMPANY'SINDEPENDENT REGISTERED PUBLICACCOUNTING FIRM FOR THE 2018 FISCALYEAR.

For ForMgmt3. ADVISORY APPROVAL OF THECOMPANY'S EXECUTIVE COMPENSATION.

3 Years AgainstMgmt4. ADVISORY APPROVAL ON THEFREQUENCY OF HOLDING FUTUREADVISORY VOTES ON EXECUTIVECOMPENSATION.

Against ForShr5. SHAREHOLDER PROPOSAL REQUESTINGTHE COMPANY ISSUE A REPORT ONRENEWABLE ENERGY.


of 90

THE KRAFT HEINZ COMPANY

Security: 500754106

Ticker: KHC

ISIN: US5007541064





Recommendation

Proposal Vote



For ForMgmt1A. Election of Director: Gregory E. Abel

For ForMgmt1B. Election of Director: Alexandre Behring

For ForMgmt1C. Election of Director: John T. Cahill

For ForMgmt1D. Election of Director: Tracy Britt Cool

For ForMgmt1E. Election of Director: Feroz Dewan

For ForMgmt1F. Election of Director: Jeanne P. Jackson

For ForMgmt1G. Election of Director: Jorge Paulo Lemann

For ForMgmt1H. Election of Director: John C. Pope

For ForMgmt1I. Election of Director: Marcel Herrmann Telles

For ForMgmt1J. Election of Director: Alexandre Van Damme

For ForMgmt1K. Election of Director: George Zoghbi


of 90



Recommendation

For ForMgmt2. Advisory vote to approve executivecompensation.

For ForMgmt3. RATIFICATION OF THE SELECTION OFPRICEWATERHOUSECOOPERS LLP ASOUR INDEPENDENT AUDITORS FOR 2018.

Against ForShr4. SHAREHOLDER PROPOSAL:RESOLUTION RELATED TO PACKAGING.


of 90

THE KROGER CO.

Security: 501044101

Ticker: KR

ISIN: US5010441013





Recommendation

Proposal Vote



For ForMgmt1a. Election of Director: Nora A. Aufreiter

For ForMgmt1b. Election of Director: Robert D. Beyer

For ForMgmt1c. Election of Director: Anne Gates

For ForMgmt1d. Election of Director: Susan J. Kropf

For ForMgmt1e. Election of Director: W. Rodney McMullen

For ForMgmt1f. Election of Director: Jorge P. Montoya

For ForMgmt1g. Election of Director: Clyde R. Moore

For ForMgmt1h. Election of Director: James A. Runde

For ForMgmt1i. Election of Director: Ronald L. Sargent

For ForMgmt1j. Election of Director: Bobby S. Shackouls

For ForMgmt1k. Election of Director: Mark S. Sutton


of 90



Recommendation

For ForMgmt2. Approval, on an advisory basis, of Kroger'sexecutive compensation.

For ForMgmt3. Approval of an amendment to Kroger'sRegulations to adopt proxy access.

For ForMgmt4. Approval of an amendment to Kroger'sRegulations to permit Board amendments inaccordance with Ohio law.

For ForMgmt5. Ratification of PricewaterhouseCoopers LLP,as auditors.

Against ForShr6. A shareholder proposal, if properly presented,to issue a report assessing the environmentalimpacts of using unrecyclable packaging forprivate label brands.

Against ForShr7. A shareholder proposal, if properly presented,to issue a report assessing the climatebenefits and feasibility of adopting enterprise-wide, quantitative, time bound targets forincreasing renewable energy sourcing.

Against ForShr8. A shareholder proposal, if properly presented,to adopt a policy and amend the bylaws asnecessary to require the Chair of the Board tobe independent.


of 90

THE PROCTER & GAMBLE COMPANY

Security: 742718109

Ticker: PG

ISIN: US7427181091

Meeting Type: Contested Annual

10-Oct-17Meeting Date:



Recommendation

Proposal Vote



1. DIRECTOR

1 NELSON PELTZ For *Mgmt

2 MGT NOM: F.S. BLAKE For *Mgmt

3 MGT NOM: A.F. BRALY For *Mgmt

4 MGT NOM: AMY L. CHANG For *Mgmt

5 MGT NOM: K.I. CHENAULT For *Mgmt

6 MGT NOM: SCOTT D. COOK For *Mgmt

7 MGT NOM: T.J. LUNDGREN For *Mgmt

8 MGT NOM: W. MCNERNEY JR For *Mgmt

9 MGT NOM: D.S. TAYLOR For *Mgmt

10 MGT NOM: M.C. WHITMAN For *Mgmt

11 MGT NOM: P.A. WOERTZ For *Mgmt


of 90



Recommendation

For Mgmt2. RATIFICATION OF INDEPENDENTREGISTERED PUBLIC ACCOUNTING FIRM.

For Mgmt3. ADVISORY VOTE ON EXECUTIVECOMPENSATION.

3 Years Mgmt4. ADVISORY VOTE ON FREQUENCY OFEXECUTIVE COMPENSATION VOTE.

Against Shr5. SHAREHOLDER PROPOSAL ONADOPTING HOLY LAND PRINCIPLES.

Against Shr6. SHAREHOLDER PROPOSAL ONREPORTING ON APPLICATION OFCOMPANY NON- DISCRIMINATIONPOLICIES IN STATES WITH PRO-DISCRIMINATION LAWS.

Against Shr7. SHAREHOLDER PROPOSAL ONREPORTING ON MITIGATING RISKS OFACTIVITIES IN CONFLICT-AFFECTEDAREAS.

For *Mgmt8. REPEAL CERTAIN AMENDMENTS TOREGULATIONS

An * in the For/Against management field indicates management position unknown since information regardingnon-U.S. issuers is not readily available.


of 90

TREEHOUSE FOODS, INC.

Security: 89469A104

Ticker: THS

ISIN: US89469A1043





Recommendation

Proposal Vote



For ForMgmt1.1 Election of Director: Steven Oakland

For ForMgmt1.2 Election of Director: Frank J. O'Connell

For ForMgmt1.3 Election of Director: Matthew E. Rubel

For ForMgmt1.4 Election of Director: David B. Vermylen

For ForMgmt2. Ratification of the selection of Deloitte &Touche LLP as Independent Auditors.

For ForMgmt3. To provide an advisory vote to approve theCompany's executive compensation.


of 90

TYSON FOODS, INC.

Security: 902494103

Ticker: TSN

ISIN: US9024941034


08-Feb-18Meeting Date:



Recommendation

Proposal Vote



For ForMgmt1A. ELECTION OF DIRECTOR: JOHN TYSON

For ForMgmt1B. ELECTION OF DIRECTOR: GAURDIE E.BANISTER JR.

For ForMgmt1C. ELECTION OF DIRECTOR: DEAN BANKS

For ForMgmt1D. ELECTION OF DIRECTOR: MIKE BEEBE

For ForMgmt1E. ELECTION OF DIRECTOR: MIKEL A.DURHAM

For ForMgmt1F. ELECTION OF DIRECTOR: TOM HAYES

For ForMgmt1G. ELECTION OF DIRECTOR: KEVIN M.MCNAMARA

For ForMgmt1H. ELECTION OF DIRECTOR: CHERYL S.MILLER

For ForMgmt1I. ELECTION OF DIRECTOR: JEFFREY K.SCHOMBURGER

For ForMgmt1J. ELECTION OF DIRECTOR: ROBERTTHURBER


of 90



Recommendation

For ForMgmt1K. ELECTION OF DIRECTOR: BARBARA A.TYSON

For ForMgmt2. TO RATIFY THE SELECTION OFPRICEWATERHOUSECOOPERS LLP ASTHE INDEPENDENT REGISTERED PUBLICACCOUNTING FIRM FOR THE FISCALYEAR ENDING SEPTEMBER 29, 2018.

For ForMgmt3. TO APPROVE THE AMENDMENT ANDRESTATEMENT OF THE TYSON FOODS,INC. 2000 STOCK INCENTIVE PLAN.

Against ForShr4. SHAREHOLDER PROPOSAL TO REQUESTA REPORT DISCLOSING THE POLICY ANDPROCEDURES, EXPENDITURES, ANDOTHER ACTIVITIES RELATED TOLOBBYING AND GRASSROOTS LOBBYINGCOMMUNICATIONS.

Against ForShr5. SHAREHOLDER PROPOSAL TO ADOPTAND IMPLEMENT A WATER STEWARDSHIPPOLICY AT COMPANY AND SUPPLIERFACILITIES.


of 90

US FOODS HOLDING CORP.

Security: 912008109

Ticker: USFD

ISIN: US9120081099





Recommendation

Proposal Vote



For ForMgmt1A. Election of Director: John A. Lederer

Against AgainstMgmt1B. Election of Director: Carl Andrew Pforzheimer

For ForMgmt2. To approve, on an advisory basis, thecompensation paid to our named executiveofficers.

For ForMgmt3. To approve an amendment to the US FoodsHolding Corp. Amended and RestatedEmployee Stock Purchase Plan to increasethe number of shares available for issuance.

For ForMgmt4. To adopt a restatement of our Amended andRestated Certificate of Incorporation toeliminate supermajority voting and thereferences to our former sponsors.

For ForMgmt5. To ratify the appointment of Deloitte & ToucheLLP as our independent registered publicaccounting firm for fiscal 2018.


of 90

WALGREENS BOOTS ALLIANCE, INC.

Security: 931427108

Ticker: WBA

ISIN: US9314271084





Recommendation

Proposal Vote



For ForMgmt1A. ELECTION OF DIRECTOR: JOSE E.ALMEIDA

For ForMgmt1B. ELECTION OF DIRECTOR: JANICE M.BABIAK

For ForMgmt1C. ELECTION OF DIRECTOR: DAVID J.BRAILER

For ForMgmt1D. ELECTION OF DIRECTOR: WILLIAM C.FOOTE

For ForMgmt1E. ELECTION OF DIRECTOR: GINGER L.GRAHAM

For ForMgmt1F. ELECTION OF DIRECTOR: JOHN A.LEDERER

For ForMgmt1G. ELECTION OF DIRECTOR: DOMINIC P.MURPHY

For ForMgmt1H. ELECTION OF DIRECTOR: STEFANOPESSINA

For ForMgmt1I. ELECTION OF DIRECTOR: LEONARD D.SCHAEFFER

For ForMgmt1J. ELECTION OF DIRECTOR: NANCY M.SCHLICHTING


of 90



Recommendation

For ForMgmt1K. ELECTION OF DIRECTOR: JAMES A.SKINNER

For ForMgmt2. RATIFICATION OF THE APPOINTMENT OFDELOITTE & TOUCHE LLP AS THEINDEPENDENT REGISTERED PUBLICACCOUNTING FIRM FOR FISCAL YEAR2018.

For ForMgmt3. ADVISORY VOTE TO APPROVE NAMEDEXECUTIVE OFFICER COMPENSATION.

3 Years AgainstMgmt4. ADVISORY VOTE ON THE FREQUENCY OFFUTURE ADVISORY VOTES ON NAMEDEXECUTIVE OFFICER COMPENSATION.

For ForMgmt5. APPROVAL OF THE AMENDED ANDRESTATED WALGREENS BOOTSALLIANCE, INC. 2013 OMNIBUSINCENTIVE PLAN.

Against ForShr6. STOCKHOLDER PROPOSAL REGARDINGTHE OWNERSHIP THRESHOLD FORCALLING SPECIAL MEETINGS OFSTOCKHOLDERS.

Against ForShr7. STOCKHOLDER PROPOSAL REQUESTINGPROXY ACCESS BY-LAW AMENDMENT.


of 90

WALMART INC.

Security: 931142103

Ticker: WMT

ISIN: US9311421039





Recommendation

Proposal Vote



For ForMgmt1a. Election of Director: Stephen J. Easterbrook

For ForMgmt1b. Election of Director: Timothy P. Flynn

For ForMgmt1c. Election of Director: Sarah J. Friar

For ForMgmt1d. Election of Director: Carla A. Harris

For ForMgmt1e. Election of Director: Thomas W. Horton

For ForMgmt1f. Election of Director: Marissa A. Mayer

For ForMgmt1g. Election of Director: C. Douglas McMillon

For ForMgmt1h. Election of Director: Gregory B. Penner

For ForMgmt1i. Election of Director: Steven S Reinemund

For ForMgmt1j. Election of Director: S. Robson Walton

For ForMgmt1k. Election of Director: Steuart L. Walton


of 90



Recommendation

Against AgainstMgmt2. Advisory Vote to Approve Named ExecutiveOfficer Compensation

For ForMgmt3. Ratification of Ernst & Young LLP asIndependent Accountants

Against ForShr4. Request to Adopt an Independent ChairPolicy

Against ForShr5. Request for Report on Racial or Ethnic PayGaps


of 90

WHOLE FOODS MARKET, INC.

Security: 966837106

Ticker: WFM

ISIN: US9668371068


23-Aug-17Meeting Date:



Recommendation

Proposal Vote



For ForMgmt1. PROPOSAL TO APPROVE THEAGREEMENT AND PLAN OF MERGER(THE "MERGER AGREEMENT"), DATED ASOF JUNE 15, 2017, BY AND AMONGAMAZON.COM, INC., WALNUT MERGERSUB, INC. ("MERGER SUB") AND WHOLEFOODS MARKET, INC. (THE "COMPANY"),PURSUANT TO WHICH MERGER SUB WILLMERGE WITH AND INTO THE COMPANY(THE "MERGER"), WITH THE COMPANYSURVIVING THE MERGER.

For ForMgmt2. PROPOSAL TO APPROVE, ON ANADVISORY (NON-BINDING) BASIS,CERTAIN COMPENSATION THAT MAY BEPAID OR BECOME PAYABLE TO THECOMPANY'S NAMED EXECUTIVEOFFICERS IN CONNECTION WITH THEMERGER.

For ForMgmt3. PROPOSAL TO APPROVE AN AMENDMENTTO THE COMPANY'S AMENDED ANDRESTATED ARTICLES OFINCORPORATION TO SET THE NUMBEROF AUTHORIZED SHARES OF THECOMPANY'S COMMON STOCK AT 600MILLION.

For ForMgmt4. PROPOSAL TO APPROVE THEADJOURNMENT OF THE SPECIALMEETING, IF NECESSARY ORAPPROPRIATE, INCLUDING TO SOLICITADDITIONAL PROXIES IF THERE AREINSUFFICIENT VOTES AT THE TIME OFTHE SPECIAL MEETING TO APPROVE THEPROPOSAL TO APPROVE THE MERGERAGREEMENT OR IN THE ABSENCE OF AQUORUM.

isin: 17-may-18 investment company report mo€¦ · recommendation 2. ratification of the...

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