UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

OMB APPROVAL

 

OMB Number:  3235-0582

 

Expires:  March 31, 2018

 

Estimated average burden

 

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

 

FORM N-PX

 

ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
MANAGEMENT INVESTMENT COMPANY

 

Investment Company Act file number 811- 04889

 

Tekla Healthcare Investors

(Exact name of registrant as specified in charter)

 

100 Federal Street, 19th Floor, Boston, MA

 

02110

(Address of principal executive offices)

 

(Zip code)

 

Laura Woodward

Tekla Healthcare Investors

100 Federal Street, 19th Floor, Boston MA 02110

(Name and address of agent for service)

 

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

 

Date of fiscal year end: September 30

 

Date of reporting period: 7/1/15-6/30/16

 

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

 

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

 

 

 


 

Item 1. Proxy Voting Record.

 


 

Vote Summary

 

ACADIA PHARMACEUTICALS INC.

 

Security

004225108

Meeting Type

Annual

Ticker Symbol

ACAD

Meeting Date

10-Jun-2016

Record Date

22-Apr-2016

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

LAURA BREGE

 

 

 

For

 

For

 

 

 

2

STEPHEN DAVIS

 

 

 

For

 

For

 

2

 

TO APPROVE AN AMENDMENT TO OUR 2004 EMPLOYEE STOCK PURCHASE PLAN TO, AMONG OTHER THINGS, INCREASE THE AGGREGATE NUMBER OF SHARES OF COMMON STOCK AUTHORIZED FOR ISSUANCE UNDER THE PLAN BY 400,000 SHARES.

 

Management

 

For

 

For

 

3

 

TO APPROVE AN AMENDMENT TO OUR 2010 EQUITY INCENTIVE PLAN, AS AMENDED, TO, AMONG OTHER THINGS, INCREASE THE AGGREGATE NUMBER OF SHARES OF COMMON STOCK AUTHORIZED FOR ISSUANCE UNDER THE PLAN BY 3,000,000 SHARES.

 

Management

 

For

 

For

 

4

 

TO APPROVE, ON AN ADVISORY BASIS, OUR EXECUTIVE COMPENSATION.

 

Management

 

For

 

For

 

5

 

TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2016.

 

Management

 

For

 

For

 

 

AETNA INC.

 

Security

00817Y108

Meeting Type

Special

Ticker Symbol

AET

Meeting Date

19-Oct-2015

Record Date

16-Sep-2015

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

TO APPROVE THE ISSUANCE OF AETNA INC. COMMON SHARES, PAR VALUE $0.01 PER SHARE (“AETNA COMMON SHARES”), TO HUMANA INC. STOCKHOLDERS IN THE MERGER BETWEEN ECHO MERGER SUB, INC., A DELAWARE CORPORATION AND WHOLLY OWNED SUBSIDIARY OF AETNA INC., AND HUMANA INC. PURSUANT TO THE AGREEMENT AND PLAN OF MERGER, DATED AS OF JULY 2, 2015, AMONG AETNA INC., ECHO MERGER SUB, INC., ECHO MERGER SUB, LLC, A DELAWARE LIMITED LIABILITY COMPANY AND WHOLLY OWNED SUBSIDIARY OF AETNA INC., AND HUMANA INC., AS IT MAY BE AMENDED FROM TIME TO TIME (THE “MERGER AGREEMENT”).

 

Management

 

For

 

For

 

2

 

TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING OF SHAREHOLDERS OF AETNA INC. IF NECESSARY TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES TO APPROVE THE ISSUANCE OF AETNA COMMON SHARES PURSUANT TO THE MERGER AGREEMENT AT THE TIME OF THE SPECIAL MEETING OF SHAREHOLDERS OF AETNA INC.

 

Management

 

For

 

For

 

 

AGILENT TECHNOLOGIES, INC.

 

Security

00846U101

Meeting Type

Annual

Ticker Symbol

A

Meeting Date

16-Mar-2016

Record Date

19-Jan-2016

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1A

 

ELECTION OF DIRECTOR TO A 3-YEAR TERM: PAUL N. CLARK

 

Management

 

For

 

For

 

1B

 

ELECTION OF DIRECTOR TO A 3-YEAR TERM: JAMES G. CULLEN

 

Management

 

For

 

For

 

1C

 

ELECTION OF DIRECTOR TO A 3-YEAR TERM: TADATAKA YAMADA, M.D.

 

Management

 

For

 

For

 

2

 

TO RATIFY THE AUDIT AND FINANCE COMMITTEE’S APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS AGILENT’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

 

Management

 

For

 

For

 

3

 

TO APPROVE, ON A NON-BINDING ADVISORY BASIS, THE COMPENSATION OF AGILENT’S NAMED EXECUTIVE OFFICERS.

 

Management

 

For

 

For

 

4

 

TO APPROVE AMENDMENTS TO OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AND BYLAWS TO DECLASSIFY THE BOARD.

 

Management

 

For

 

For

 

 


 

AKORN, INC.

 

Security

009728106

Meeting Type

Annual

Ticker Symbol

AKRX

Meeting Date

01-Jul-2016

Record Date

11-May-2016

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

JOHN KAPOOR, PHD

 

 

 

For

 

For

 

 

 

2

KENNETH ABRAMOWITZ

 

 

 

For

 

For

 

 

 

3

ADRIENNE GRAVES, PHD

 

 

 

For

 

For

 

 

 

4

RONALD JOHNSON

 

 

 

For

 

For

 

 

 

5

STEVEN MEYER

 

 

 

For

 

For

 

 

 

6

TERRY ALLISON RAPPUHN

 

 

 

For

 

For

 

 

 

7

BRIAN TAMBI

 

 

 

For

 

For

 

 

 

8

ALAN WEINSTEIN

 

 

 

For

 

For

 

2

 

PROPOSAL TO RATIFY THE APPOINTMENT OF BDO USA, LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR YEAR ENDING DECEMBER 31, 2016.

 

Management

 

For

 

For

 

3

 

PROPOSAL TO APPROVE, THROUGH A NON- BINDING ADVISORY VOTE, THE COMPANY’S EXECUTIVE COMPENSATION PROGRAM AS DESCRIBED IN THE COMPANY’S 2016 PROXY STATEMENT.

 

Management

 

For

 

For

 

 

ALERE INC.

 

Security

01449J105

Meeting Type

Annual

Ticker Symbol

ALR

Meeting Date

22-Jul-2015

Record Date

05-Jun-2015

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1A

 

ELECTION OF DIRECTOR: GREGG J. POWERS

 

Management

 

For

 

For

 

1B

 

ELECTION OF DIRECTOR: HAKAN BJORKLUND, PHD.

 

Management

 

For

 

For

 

1C

 

ELECTION OF DIRECTOR: GEOFFREY S. GINSBURG

 

Management

 

For

 

For

 

1D

 

ELECTION OF DIRECTOR: CAROL R. GOLDBERG

 

Management

 

For

 

For

 

1E

 

ELECTION OF DIRECTOR: JOHN F. LEVY

 

Management

 

For

 

For

 

1F

 

ELECTION OF DIRECTOR: BRIAN A. MARKISON

 

Management

 

For

 

For

 

1G

 

ELECTION OF DIRECTOR: SIR THOMAS F. WILSON

 

Management

 

For

 

For

 

1H

 

ELECTION OF DIRECTOR: JOHN A. QUELCH

 

Management

 

For

 

For

 

1I

 

ELECTION OF DIRECTOR: JAMES ROOSEVELT, JR.

 

Management

 

For

 

For

 

1J

 

ELECTION OF DIRECTOR: NAMAL NAWANA

 

Management

 

For

 

For

 

2

 

APPROVE AMENDMENTS TO OUR 2010 STOCK OPTION AND INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK AVAILABLE FOR .. (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL).

 

Management

 

For

 

For

 

3

 

RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR OUR FISCAL YEAR ENDING DECEMBER 31, 2015.

 

Management

 

For

 

For

 

4

 

HOLD AN ADVISORY VOTE ON EXECUTIVE COMPENSATION.

 

Management

 

For

 

For

 

 

ALEXION PHARMACEUTICALS, INC.

 

Security

015351109

Meeting Type

Annual

Ticker Symbol

ALXN

Meeting Date

11-May-2016

Record Date

15-Mar-2016

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1A

 

ELECTION OF DIRECTOR: LEONARD BELL

 

Management

 

For

 

For

 

1B

 

ELECTION OF DIRECTOR: FELIX BAKER

 

Management

 

For

 

For

 

1C

 

ELECTION OF DIRECTOR: DAVID R. BRENNAN

 

Management

 

For

 

For

 

1D

 

ELECTION OF DIRECTOR: M. MICHELE BURNS

 

Management

 

For

 

For

 

1E

 

ELECTION OF DIRECTOR: CHRISTOPHER J. COUGHLIN

 

Management

 

For

 

For

 

1F

 

ELECTION OF DIRECTOR: DAVID L. HALLAL

 

Management

 

For

 

For

 

1G

 

ELECTION OF DIRECTOR: JOHN T. MOLLEN

 

Management

 

For

 

For

 

1H

 

ELECTION OF DIRECTOR: R. DOUGLAS NORBY

 

Management

 

For

 

For

 

1I

 

ELECTION OF DIRECTOR: ALVIN S. PARVEN

 

Management

 

For

 

For

 

1J

 

ELECTION OF DIRECTOR: ANDREAS RUMMELT

 

Management

 

For

 

For

 

1K

 

ELECTION OF DIRECTOR: ANN M. VENEMAN

 

Management

 

For

 

For

 

2

 

APPROVAL OF A NON-BINDING ADVISORY VOTE OF THE 2015 COMPENSATION PAID TO ALEXION’S NAMED EXECUTIVE OFFICERS.

 

Management

 

For

 

For

 

3

 

RATIFICATION OF APPOINTMENT BY BOARD OF PRICEWATERHOUSECOOPERS LLP AS ALEXION’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

 

Management

 

For

 

For

 

4

 

TO REQUEST THE BOARD TO AMEND ALEXION’S GOVERNING DOCUMENTS TO GIVE SHAREHOLDERS OWNING 10% OF ALEXION STOCK THE POWER TO CALL A SPECIAL MEETING.

 

Shareholder

 

Against

 

For

 

 


 

ALKERMES PLC

 

Security

G01767105

Meeting Type

Annual

Ticker Symbol

ALKS

Meeting Date

25-May-2016

Record Date

17-Mar-2016

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.1

 

ELECTION OF DIRECTOR: DAVID W. ANSTICE

 

Management

 

For

 

For

 

1.2

 

ELECTION OF DIRECTOR: ROBERT A. BREYER

 

Management

 

For

 

For

 

1.3

 

ELECTION OF DIRECTOR: WENDY L. DIXON, PH.D.

 

Management

 

For

 

For

 

2

 

TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS.

 

Management

 

For

 

For

 

3

 

TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT AUDITOR OF THE COMPANY AND TO AUTHORIZE THE AUDIT AND RISK COMMITTEE TO SET THE INDEPENDENT AUDITOR’S REMUNERATION ...(DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL).

 

Management

 

For

 

For

 

4

 

TO APPROVE THE ALKERMES PLC 2011 STOCK OPTION AND INCENTIVE PLAN, AS AMENDED.

 

Management

 

For

 

For

 

5

 

TO GRANT THE BOARD THE AUTHORITY TO ISSUE SHARES UNDER IRISH LAW.

 

Management

 

For

 

For

 

6A

 

TO APPROVE CERTAIN AMENDMENTS TO THE COMPANY’S ARTICLES OF ASSOCIATION THAT ADDRESS THE ADOPTION OF THE IRISH COMPANIES ACT 2014.

 

Management

 

For

 

For

 

6B

 

TO APPROVE CERTAIN AMENDMENTS TO THE COMPANY’S MEMORANDUM OF ASSOCIATION THAT ADDRESS THE ADOPTION OF THE IRISH COMPANIES ACT 2014.

 

Management

 

For

 

For

 

7

 

TO GRANT THE BOARD THE AUTHORITY TO OPT-OUT OF STATUTORY PRE-EMPTION RIGHTS UNDER IRISH LAW.

 

Management

 

For

 

For

 

 

ALLERGAN PLC

 

Security

G0177J108

Meeting Type

Annual

Ticker Symbol

AGN

Meeting Date

05-May-2016

Record Date

07-Mar-2016

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

NESLI BASGOZ, M.D.

 

 

 

For

 

For

 

 

 

2

PAUL M. BISARO

 

 

 

For

 

For

 

 

 

3

JAMES H. BLOEM

 

 

 

For

 

For

 

 

 

4

CHRISTOPHER W. BODINE

 

 

 

For

 

For

 

 

 

5

CHRISTOPHER J. COUGHLIN

 

 

 

For

 

For

 

 

 

6

MICHAEL R. GALLAGHER

 

 

 

For

 

For

 

 

 

7

CATHERINE M. KLEMA

 

 

 

For

 

For

 

 

 

8

PETER J. MCDONNELL, M.D

 

 

 

For

 

For

 

 

 

9

PATRICK J. O’SULLIVAN

 

 

 

For

 

For

 

 

 

10

BRENTON L. SAUNDERS

 

 

 

For

 

For

 

 

 

11

RONALD R. TAYLOR

 

 

 

For

 

For

 

 

 

12

FRED G. WEISS

 

 

 

For

 

For

 

2

 

TO APPROVE, IN A NON-BINDING VOTE, NAMED EXECUTIVE OFFICER COMPENSATION

 

Management

 

For

 

For

 

3

 

TO RATIFY, IN A NON-BINDING VOTE, THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT AUDITOR FOR THE FISCAL YEAR ENDING DECEMBER 31, 2016 AND TO AUTHORIZE, IN A BINDING VOTE, THE BOARD OF DIRECTORS, ACTING THROUGH THE AUDIT AND COMPLIANCE COMMITTEE, TO DETERMINE PRICEWATERHOUSECOOPERS LLP’S REMUNERATION

 

Management

 

For

 

For

 

4A

 

TO APPROVE THE AMENDMENT OF THE COMPANY’S: MEMORANDUM OF ASSOCIATION TO MAKE CERTAIN ADMINISTRATIVE AMENDMENTS

 

Management

 

For

 

For

 

4B

 

TO APPROVE THE AMENDMENT OF THE COMPANY’S: ARTICLES OF ASSOCIATION TO MAKE CERTAIN ADMINISTRATIVE AMENDMENTS

 

Management

 

For

 

For

 

5A

 

TO APPROVE THE AMENDMENT OF THE COMPANY’S ARTICLES OF ASSOCIATION IN ORDER TO: PROVIDE FOR A PLURALITY VOTING STANDARD IN THE EVENT OF A CONTESTED ELECTION

 

Management

 

For

 

For

 

5B

 

TO APPROVE THE AMENDMENT OF THE COMPANY’S ARTICLES OF ASSOCIATION IN ORDER TO: GRANT THE BOARD OF DIRECTORS SOLE AUTHORITY TO DETERMINE ITS SIZE

 

Management

 

For

 

For

 

6

 

TO APPROVE THE REDUCTION OF COMPANY CAPITAL

 

Management

 

For

 

For

 

7

 

TO CONSIDER A SHAREHOLDER PROPOSAL REGARDING AN ANNUAL REPORT ON LOBBYING ACTIVITIES, IF PROPERLY PRESENTED AT THE MEETING

 

Shareholder

 

Against

 

For

 

8

 

TO CONSIDER A SHAREHOLDER PROPOSAL REGARDING AN INDEPENDENT BOARD CHAIRMAN, IF PROPERLY PRESENTED AT THE MEETING

 

Shareholder

 

Against

 

For

 

 


 

ALLIQUA BIOMEDICAL, INC.

 

Security

019621200

Meeting Type

Annual

Ticker Symbol

ALQA

Meeting Date

06-May-2016

Record Date

11-Mar-2016

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

DAVID JOHNSON

 

 

 

For

 

For

 

 

 

2

WINSTON KUNG

 

 

 

For

 

For

 

 

 

3

JOSEPH LEONE

 

 

 

For

 

For

 

 

 

4

GARY RESTANI

 

 

 

For

 

For

 

 

 

5

JEFFREY SKLAR

 

 

 

For

 

For

 

 

 

6

MARK WAGNER

 

 

 

For

 

For

 

 

 

7

JEROME ZELDIS, MD, PHD.

 

 

 

For

 

For

 

2

 

APPROVAL OF AN AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM 45,714,286 TO 95,000,000.

 

Management

 

For

 

For

 

3

 

RATIFICATION OF THE APPOINTMENT OF MARCUM LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2016.

 

Management

 

For

 

For

 

 

ALNYLAM PHARMACEUTICALS, INC.

 

Security

02043Q107

Meeting Type

Annual

Ticker Symbol

ALNY

Meeting Date

03-May-2016

Record Date

11-Mar-2016

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.1

 

ELECTION OF CLASS III DIRECTOR: STEVEN M. PAUL, M.D.

 

Management

 

For

 

For

 

1.2

 

ELECTION OF CLASS III DIRECTOR: AMY W. SCHULMAN

 

Management

 

For

 

For

 

1.3

 

ELECTION OF CLASS III DIRECTOR: KEVIN P. STARR

 

Management

 

For

 

For

 

2

 

TO APPROVE, IN A NON-BINDING ADVISORY VOTE, THE COMPENSATION OF ALNYLAM’S NAMED EXECUTIVE OFFICERS.

 

Management

 

For

 

For

 

3

 

TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP, AN INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, AS ALNYLAM’S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2016.

 

Management

 

For

 

For

 

 

ALTERG, INC.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

1-Feb-2016

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

WAIVER OF REQUIREMENT FOR AUDITED FINANCIAL STATEMENTS

 

Management

 

For

 

For

 

2

 

ADDITIONAL PROVISIONS

 

Management

 

For

 

For

 

 

AMGEN INC.

 

Security

031162100

Meeting Type

Annual

Ticker Symbol

AMGN

Meeting Date

19-May-2016

Record Date

21-Mar-2016

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1A

 

ELECTION OF DIRECTOR FOR A TERM EXPIRING AT 2017: DR. DAVID BALTIMORE

 

Management

 

For

 

For

 

1B

 

ELECTION OF DIRECTOR FOR A TERM EXPIRING AT 2017: MR. FRANK J. BIONDI, JR.

 

Management

 

For

 

For

 

1C

 

ELECTION OF DIRECTOR FOR A TERM EXPIRING AT 2017: MR. ROBERT A. BRADWAY

 

Management

 

For

 

For

 

1D

 

ELECTION OF DIRECTOR FOR A TERM EXPIRING AT 2017: MR. FRANCOIS DE CARBONNEL

 

Management

 

For

 

For

 

1E

 

ELECTION OF DIRECTOR FOR A TERM EXPIRING AT 2017: MR. ROBERT A. ECKERT

 

Management

 

For

 

For

 

1F

 

ELECTION OF DIRECTOR FOR A TERM EXPIRING AT 2017: MR. GREG C. GARLAND

 

Management

 

For

 

For

 

1G

 

ELECTION OF DIRECTOR FOR A TERM EXPIRING AT 2017: MR. FRED HASSAN

 

Management

 

For

 

For

 

1H

 

ELECTION OF DIRECTOR FOR A TERM EXPIRING AT 2017: DR. REBECCA M. HENDERSON

 

Management

 

For

 

For

 

1I

 

ELECTION OF DIRECTOR FOR A TERM EXPIRING AT 2017: MR. FRANK C. HERRINGER

 

Management

 

For

 

For

 

1J

 

ELECTION OF DIRECTOR FOR A TERM EXPIRING AT 2017: DR. TYLER JACKS

 

Management

 

For

 

For

 

1K

 

ELECTION OF DIRECTOR FOR A TERM EXPIRING AT 2017: MS. JUDITH C. PELHAM

 

Management

 

For

 

For

 

1L

 

ELECTION OF DIRECTOR FOR A TERM EXPIRING AT 2017: DR. RONALD D. SUGAR

 

Management

 

For

 

For

 

1M

 

ELECTION OF DIRECTOR FOR A TERM EXPIRING AT 2017: DR. R. SANDERS WILLIAMS

 

Management

 

For

 

For

 

2

 

TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2016.

 

Management

 

For

 

For

 

3

 

ADVISORY VOTE TO APPROVE OUR EXECUTIVE COMPENSATION.

 

Management

 

For

 

For

 

4

 

STOCKHOLDER PROPOSAL TO CHANGE THE VOTING STANDARD APPLICABLE TO NON-BINDING PROPOSALS SUBMITTED BY STOCKHOLDERS.

 

Shareholder

 

Against

 

For

 

 


 

ARIAD PHARMACEUTICALS, INC.

 

Security

04033A100

Meeting Type

Annual

Ticker Symbol

ARIA

Meeting Date

21-Jul-2016

Record Date

25-May-2016

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

TO ADOPT AN AMENDMENT TO OUR RESTATED CERTIFICATE OF INCORPORATION TO DECLASSIFY THE BOARD OF DIRECTORS AND PROVIDE FOR THE ANNUAL ELECTION OF DIRECTORS.

 

Management

 

For

 

For

 

2A

 

TO ELECT CLASS 1 DIRECTOR TO SERVE ON OUR BOARD OF DIRECTORS: ALEXANDER J. DENNER, PH.D.

 

Management

 

For

 

For

 

3

 

TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE PROXY STATEMENT.

 

Management

 

For

 

For

 

4

 

TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2016.

 

Management

 

For

 

For

 

 

AURIS MEDICAL HOLDING AG

 

Security

H03579101

Meeting Type

Annual

Ticker Symbol

EARS

Meeting Date

08-Apr-2016

Record Date

10-Mar-2016

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

G1

 

GENERAL INSTRUCTIONS ON THE PROPOSALS OF THE BOARD OF DIRECTORS

 

Management

 

For

 

For

 

G2

 

GENERAL INSTRUCTIONS ON NEW PROPOSALS OF THE BOARD OF DIRECTORS/ NEW AGENDA ITEMS

 

Management

 

For

 

For

 

S1

 

APPROVAL OF THE ANNUAL REPORT, THE FINANCIAL STATEMENTS AND THE GROUP CONSOLIDATED FINANCIAL STATEMENTS FOR THE 2015 FINANCIAL YEAR

 

Management

 

For

 

For

 

S2

 

DISCHARGE OF THE MEMBERS OF THE BOARD AND THE PERSONS ENTRUSTED WITH THE COMPANY’S MANAGEMENT

 

Management

 

For

 

For

 

S3

 

APPROPRIATION OF FINANCIAL RESULTS

 

Management

 

For

 

For

 

S4A

 

INCREASE AND AMENDMENT OF THE AUTHORIZED SHARE CAPITAL

 

Management

 

For

 

For

 

S4B

 

INCREASE AND AMENDMENT OF THE CONDITIONAL SHARE CAPITAL

 

Management

 

For

 

For

 

S4C

 

CANCELLATION OF ARTICLE 5 OF THE ARTICLES OF ASSOCIATION

 

Management

 

For

 

For

 

S5A

 

APPROVAL OF THE COMPENSATION OF THE BOARD OF DIRECTORS

 

Management

 

For

 

For

 

S5B

 

APPROVAL OF THE COMPENSATION OF THE MEMBERS OF THE EXECUTIVE MANAGEMENT COMMITTEE FOR THE 2015 FINANCIAL YEAR

 

Management

 

For

 

For

 

S5C

 

APPROVAL OF THE COMPENSATION OF THE MEMBERS OF THE EXECUTIVE MANAGEMENT COMMITTEE FOR THE 2017 FINANCIAL YEAR

 

Management

 

For

 

For

 

S6A

 

RE-ELECTION OF THOMAS MEYER AS MEMBER AND CHAIRMAN

 

Management

 

For

 

For

 

S6B

 

RE-ELECTION OF JAMES I. HEALY AS MEMBER OF THE BOARD

 

Management

 

For

 

For

 

S6C

 

RE-ELECTION OF WOLFGANG ARNOLD AS MEMBER OF THE BOARD

 

Management

 

For

 

For

 

S6D

 

RE-ELECTION OF OLIVER KUBLI AS MEMBER OF THE BOARD

 

Management

 

For

 

For

 

S6E

 

RE-ELECTION OF BERNDT A. MODIG AS MEMBER OF THE BOARD

 

Management

 

For

 

For

 

S6F

 

RE-ELECTION OF ANTOINE PAPIERNIK AS MEMBER OF THE BOARD

 

Management

 

For

 

For

 

S6G

 

RE-ELECTION OF CALVIN W. ROBERTS AS MEMBER OF THE BOARD

 

Management

 

For

 

For

 

S6H

 

ELECTION OF ARMANDO ANIDO AS MEMBER OF THE BOARD

 

Management

 

For

 

For

 

S7A

 

RE-ELECTION OF JAMES I. HEALY AS MEMBER OF THE COMPENSATION COMMITTEE

 

Management

 

For

 

For

 

S7B

 

RE-ELECTION OF ANTOINE PAPIERNIK AS MEMBER OF THE COMPENSATION COMMITTEE

 

Management

 

For

 

For

 

S7C

 

ELECTION OF ARMANDO ANIDO AS MEMBER OF THE COMPENSATION COMMITTEE

 

Management

 

For

 

For

 

S8

 

RE-ELECTION OF DELOITTE AG AS AUDITORS

 

Management

 

For

 

For

 

S9

 

RE-ELECTION OF THE INDEPENDENT PROXY SANDRO G. TOBLER

 

Management

 

For

 

For

 

 


 

BIOGEN INC.

 

Security

09062X103

Meeting Type

Annual

Ticker Symbol

BIIB

Meeting Date

08-Jun-2016

Record Date

11-Apr-2016

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1A.

 

ELECTION OF DIRECTOR: ALEXANDER J. DENNER

 

Management

 

For

 

For

 

1B.

 

ELECTION OF DIRECTOR: CAROLINE D. DORSA

 

Management

 

For

 

For

 

1C.

 

ELECTION OF DIRECTOR: NANCY L. LEAMING

 

Management

 

For

 

For

 

1D.

 

ELECTION OF DIRECTOR: RICHARD C. MULLIGAN

 

Management

 

For

 

For

 

1E.

 

ELECTION OF DIRECTOR: ROBERT W. PANGIA

 

Management

 

For

 

For

 

1F.

 

ELECTION OF DIRECTOR: STELIOS PAPADOPOULOS

 

Management

 

For

 

For

 

1G.

 

ELECTION OF DIRECTOR: BRIAN S. POSNER

 

Management

 

For

 

For

 

1H.

 

ELECTION OF DIRECTOR: ERIC K. ROWINSKY

 

Management

 

For

 

For

 

1I.

 

ELECTION OF DIRECTOR: GEORGE A. SCANGOS

 

Management

 

For

 

For

 

1J.

 

ELECTION OF DIRECTOR: LYNN SCHENK

 

Management

 

For

 

For

 

1K.

 

ELECTION OF DIRECTOR: STEPHEN A. SHERWIN

 

Management

 

For

 

For

 

2

 

TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS BIOGEN INC.’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2016.

 

Management

 

For

 

For

 

3

 

SAY ON PAY - TO APPROVE AN ADVISORY VOTE ON EXECUTIVE COMPENSATION.

 

Management

 

For

 

For

 

 

BIOMARIN PHARMACEUTICAL INC.

 

Security

09061G101

Meeting Type

Annual

Ticker Symbol

BMRN

Meeting Date

06-Jun-2016

Record Date

11-Apr-2016

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

JEAN-JACQUES BIENAIME

 

 

 

For

 

For

 

 

 

2

MICHAEL GREY

 

 

 

For

 

For

 

 

 

3

ELAINE J. HERON

 

 

 

For

 

For

 

 

 

4

V. BRYAN LAWLIS

 

 

 

For

 

For

 

 

 

5

ALAN J. LEWIS

 

 

 

For

 

For

 

 

 

6

RICHARD A. MEIER

 

 

 

For

 

For

 

 

 

7

DAVID PYOTT

 

 

 

For

 

For

 

 

 

8

DENNIS J. SLAMON

 

 

 

For

 

For

 

2

 

TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF BIOMARIN’S NAMED EXECUTIVE OFFICERS AS DEFINED AND DISCLOSED IN ITS PROXY STATEMENT.

 

Management

 

For

 

For

 

3

 

TO RATIFY THE SELECTION OF KPMG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR BIOMARIN FOR THE FISCAL YEAR ENDING DECEMBER 31, 2016.

 

Management

 

For

 

For

 

4

 

A STOCKHOLDER PROPOSAL REQUESTING THAT BIOMARIN ISSUE A SUSTAINABILITY REPORT DESCRIBING BIOMARIN’S ENVIRONMENTAL, SOCIAL AND GOVERNANCE PERFORMANCE, IF PROPERLY PRESENTED AT BIOMARIN’S ANNUAL MEETING OF STOCKHOLDERS.

 

Shareholder

 

Against

 

For

 

 

BRISTOL-MYERS SQUIBB COMPANY

 

Security

110122108

Meeting Type

Annual

Ticker Symbol

BMY

Meeting Date

03-May-2016

Record Date

11-Mar-2016

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1A.

 

ELECTION OF DIRECTOR: L. ANDREOTTI

 

Management

 

For

 

For

 

1B.

 

ELECTION OF DIRECTOR: P.J. ARDUINI

 

Management

 

For

 

For

 

1C.

 

ELECTION OF DIRECTOR: G. CAFORIO, M.D.

 

Management

 

For

 

For

 

1D.

 

ELECTION OF DIRECTOR: L.H. GLIMCHER, M.D.

 

Management

 

For

 

For

 

1E.

 

ELECTION OF DIRECTOR: M. GROBSTEIN

 

Management

 

For

 

For

 

1F.

 

ELECTION OF DIRECTOR: A.J. LACY

 

Management

 

For

 

For

 

1G.

 

ELECTION OF DIRECTOR: T.J. LYNCH, JR., M.D.

 

Management

 

For

 

For

 

1H.

 

ELECTION OF DIRECTOR: D.C. PALIWAL

 

Management

 

For

 

For

 

1I.

 

ELECTION OF DIRECTOR: V.L. SATO, PH.D.

 

Management

 

For

 

For

 

1J.

 

ELECTION OF DIRECTOR: G.L. STORCH

 

Management

 

For

 

For

 

1K.

 

ELECTION OF DIRECTOR: T.D. WEST, JR.

 

Management

 

For

 

For

 

2

 

ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

 

Management

 

For

 

For

 

3

 

RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

Management

 

For

 

For

 

4

 

SPECIAL SHAREOWNER MEETINGS

 

Shareholder

 

Against

 

For

 

 


 

CARDIOKINETIX, INC.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

11-Apr-2016

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

ELECTION OF DANIEL OMSTEAD TO THE BOARD OF DIRECTORS

 

Management

 

For

 

For

 

2

 

OMNIBUS RESOLUTIONS

 

Management

 

For

 

For

 

 

CATAMARAN CORPORATION

 

Security

148887102

Meeting Type

Special

Ticker Symbol

CTRX

Meeting Date

14-Jul-2015

Record Date

04-Jun-2015

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

TO CONSIDER AND VOTE UPON A PROPOSAL TO APPROVE THE SPECIAL RESOLUTION SET FORTH IN THE PROXY CIRCULAR AND PROXY STATEMENT (THE “ARRANGEMENT RESOLUTION”) APPROVING AN ARRANGEMENT UNDER SECTION 195 OF THE BUSINESS CORPORATIONS ACT (YUKON) (THE “ARRANGEMENT”), CONTEMPLATED BY THE ARRANGEMENT AGREEMENT, DATED AS OF MARCH 29, 2015, BY AND AMONG CATAMARAN CORPORATION (“CATAMARAN”), UNITEDHEALTH GROUP INCORPORATED, A CORPORATION INCORPORATED UNDER THE LAWS OF THE STATE OF MINNESOTA, USA ...(DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL).

 

Management

 

For

 

For

 

2

 

TO CONSIDER AND VOTE ON A PROPOSAL TO APPROVE, ON A NON-BINDING, ADVISORY BASIS, CERTAIN COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO CATAMARAN’S NAMED EXECUTIVE OFFICERS THAT IS BASED ON OR OTHERWISE RELATES TO THE ARRANGEMENT.

 

Management

 

For

 

For

 

3

 

TO CONSIDER AND VOTE ON A PROPOSAL TO ADJOURN THE SPECIAL MEETING TO ANOTHER PLACE, DATE OR TIME IF NECESSARY OR APPROPRIATE, TO THE EXTENT PERMITTED BY THE ARRANGEMENT AGREEMENT, INCLUDING TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF THE PROPOSAL TO APPROVE THE ARRANGEMENT RESOLUTION IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE THE ARRANGEMENT RESOLUTION.

 

Management

 

For

 

For

 

 

CELGENE CORPORATION

 

Security

151020104

Meeting Type

Annual

Ticker Symbol

CELG

Meeting Date

15-Jun-2016

Record Date

18-Apr-2016

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

ROBERT J. HUGIN

 

 

 

For

 

For

 

 

 

2

MARK J. ALLES

 

 

 

For

 

For

 

 

 

3

RICHARD W BARKER D PHIL

 

 

 

For

 

For

 

 

 

4

MICHAEL W. BONNEY

 

 

 

For

 

For

 

 

 

5

MICHAEL D. CASEY

 

 

 

For

 

For

 

 

 

6

CARRIE S. COX

 

 

 

For

 

For

 

 

 

7

JACQUALYN A. FOUSE, PHD

 

 

 

For

 

For

 

 

 

8

MICHAEL A. FRIEDMAN, MD

 

 

 

For

 

For

 

 

 

9

JULIA A. HALLER, M.D.

 

 

 

For

 

For

 

 

 

10

GILLA S. KAPLAN, PH.D.

 

 

 

For

 

For

 

 

 

11

JAMES J. LOUGHLIN

 

 

 

For

 

For

 

 

 

12

ERNEST MARIO, PH.D.

 

 

 

For

 

For

 

2

 

RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2016.

 

Management

 

For

 

For

 

3

 

APPROVAL OF AN AMENDMENT TO THE COMPANY’S 2008 STOCK INCENTIVE PLAN.

 

Management

 

For

 

For

 

4

 

APPROVAL, BY NON-BINDING VOTE, OF EXECUTIVE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS.

 

Management

 

For

 

For

 

5

 

RATIFICATION OF AN AMENDMENT TO THE COMPANY’S BY-LAWS.

 

Management

 

For

 

For

 

6

 

STOCKHOLDER PROPOSAL TO REQUEST A BY-LAW PROVISION GRANTING STOCKHOLDERS THE RIGHT TO CALL SPECIAL MEETINGS, DESCRIBED IN MORE DETAIL IN THE PROXY STATEMENT.

 

Shareholder

 

Against

 

For

 

7

 

STOCKHOLDER PROPOSAL TO REQUEST A PROXY ACCESS BY-LAW PROVISION, DESCRIBED IN MORE DETAIL IN THE PROXY STATEMENT.

 

Shareholder

 

Against

 

For

 

 


 

CENTENE CORPORATION

 

Security

15135B101

Meeting Type

Special

Ticker Symbol

CNC

Meeting Date

23-Oct-2015

Record Date

22-Sep-2015

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

TO APPROVE THE ISSUANCE OF CENTENE CORPORATION (“CENTENE”) COMMON STOCK, PAR VALUE $0.001 PER SHARE, PURSUANT TO THE AGREEMENT AND PLAN OF MERGER, DATED AS OF JULY 2, 2015, BY AND AMONG CENTENE, CHOPIN MERGER SUB I, INC., CHOPIN MERGER SUB II, INC. AND HEALTH NET, INC., AS THE SAME MAY BE AMENDED FROM TIME TO TIME (THE “SHARE ISSUANCE PROPOSAL”).

 

Management

 

For

 

For

 

2

 

TO APPROVE ANY PROPOSAL TO ADJOURN THE CENTENE SPECIAL MEETING FROM TIME TO TIME, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IN THE EVENT THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE THE SHARE ISSUANCE PROPOSAL.

 

Management

 

For

 

For

 

3

 

TO APPROVE AN AMENDMENT TO CENTENE’S CERTIFICATE OF INCORPORATION, AS AMENDED, TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF CENTENE COMMON STOCK FROM 200 MILLION TO 400 MILLION.

 

Management

 

For

 

For

 

 

CENTENE CORPORATION

 

Security

15135B101

Meeting Type

Annual

Ticker Symbol

CNC

Meeting Date

26-Apr-2016

Record Date

26-Feb-2016

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

ORLANDO AYALA

 

 

 

For

 

For

 

 

 

2

JOHN R. ROBERTS

 

 

 

For

 

For

 

 

 

3

TOMMY G. THOMPSON

 

 

 

For

 

For

 

2

 

ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION.

 

Management

 

For

 

For

 

3

 

RATIFICATION OF APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2016.

 

Management

 

For

 

For

 

 

CYTOMX THERAPEUTICS, INC.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

01-Oct-2015

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

APPROVAL OF REVERSE STOCK SPLIT; AUTHORIZATION OF AMENDMENT AND RESTATEMENT OF CERTIFICATE OF INCORPORATION

 

Management

 

For

 

For

 

2

 

WRITTEN CONSENT: COUNTERPARTS

 

Management

 

For

 

For

 

 

CYTOMX THERAPEUTICS, INC.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

06-Oct-2015

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

APPROVAL OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

 

Management

 

For

 

For

 

2

 

ADOPTION OF AMENDED AND RESTATED BYLAWS

 

Management

 

For

 

For

 

3

 

FURTHER GRANT OF AUTHORITY

 

Management

 

For

 

For

 

 


 

CYTOMX THERAPEUTICS, INC.

 

Security

23284F105

Meeting Type

Annual

Ticker Symbol

CTMX

Meeting Date

10-Jun-2016

Record Date

12-Apr-2016

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1A

 

ELECTION OF DIRECTOR: SEAN A. MCCARTHY

 

Management

 

For

 

For

 

2

 

TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR OUR FISCAL YEAR ENDING DECEMBER 31, 2016.

 

Management

 

For

 

For

 

3

 

TO ADOPT AND APPROVE THE CYTOMX THERAPEUTICS, INC. ANNUAL INCENTIVE PLAN.

 

Management

 

For

 

For

 

4

 

TO APPROVE THE PERFORMANCE MEASURES INCLUDED IN THE CYTOMX THERAPEUTICS, INC. 2015 EQUITY INCENTIVE PLAN.

 

Management

 

For

 

For

 

 

ELI LILLY AND COMPANY

 

Security

532457108

Meeting Type

Annual

Ticker Symbol

LLY

Meeting Date

02-May-2016

Record Date

26-Feb-2016

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1A

 

ELECTION OF DIRECTOR, FOR A THREE-YEAR TERM: R. ALVAREZ

 

Management

 

For

 

For

 

1B

 

ELECTION OF DIRECTOR, FOR A THREE-YEAR TERM: R.D. HOOVER

 

Management

 

For

 

For

 

1C

 

ELECTION OF DIRECTOR, FOR A THREE-YEAR TERM: J.R. LUCIANO

 

Management

 

For

 

For

 

1D

 

ELECTION OF DIRECTOR, FOR A THREE-YEAR TERM: F.G. PRENDERGAST

 

Management

 

For

 

For

 

1E

 

ELECTION OF DIRECTOR, FOR A THREE-YEAR TERM: K.P. SEIFERT

 

Management

 

For

 

For

 

2

 

APPROVE ADVISORY VOTE ON COMPENSATION PAID TO THE COMPANY’S NAMED EXECUTIVE OFFICERS.

 

Management

 

For

 

For

 

3

 

RATIFICATION OF THE APPOINTMENT BY THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF ERNST & YOUNG LLP AS PRINCIPAL INDEPENDENT AUDITOR FOR 2016.

 

Management

 

For

 

For

 

4

 

CONSIDERATION OF A SHAREHOLDER PROPOSAL SEEKING A REPORT REGARDING HOW WE SELECT THE COUNTRIES IN WHICH WE OPERATE OR INVEST.

 

Shareholder

 

Against

 

For

 

 

ENDO INTERNATIONAL PLC

 

Security

G30401106

Meeting Type

Annual

Ticker Symbol

ENDP

Meeting Date

09-Jun-2016

Record Date

14-Apr-2016

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1A

 

ELECTION OF DIRECTOR: ROGER H. KIMMEL

 

Management

 

For

 

For

 

1B

 

ELECTION OF DIRECTOR: RAJIV DE SILVA

 

Management

 

For

 

For

 

1C

 

ELECTION OF DIRECTOR: SHANE M. COOKE

 

Management

 

For

 

For

 

1D

 

ELECTION OF DIRECTOR: ARTHUR J. HIGGINS

 

Management

 

For

 

For

 

1E

 

ELECTION OF DIRECTOR: NANCY J. HUTSON, PH.D.

 

Management

 

For

 

For

 

1F

 

ELECTION OF DIRECTOR: MICHAEL HYATT

 

Management

 

For

 

For

 

1G

 

ELECTION OF DIRECTOR: WILLIAM P. MONTAGUE

 

Management

 

For

 

For

 

1H

 

ELECTION OF DIRECTOR: JILL D. SMITH

 

Management

 

For

 

For

 

1I

 

ELECTION OF DIRECTOR: WILLIAM F. SPENGLER

 

Management

 

For

 

For

 

2

 

TO APPROVE THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2016 AND TO AUTHORIZE THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS TO DETERMINE THE AUDITORS’ REMUNERATION.

 

Management

 

For

 

For

 

3

 

TO APPROVE, BY ADVISORY VOTE, NAMED EXECUTIVE OFFICER COMPENSATION.

 

Management

 

For

 

For

 

4

 

TO APPROVE THE AMENDMENT OF THE COMPANY’S MEMORANDUM OF ASSOCIATION.

 

Management

 

For

 

For

 

5

 

TO APPROVE THE AMENDMENT OF THE COMPANY’S ARTICLES OF ASSOCIATION.

 

Management

 

For

 

For

 

6

 

TO APPROVE THE AMENDMENT OF THE COMPANY’S 2015 STOCK INCENTIVE PLAN.

 

Management

 

For

 

For

 

1J

 

ELECTION OF DIRECTOR: DOUGLAS S. INGRAM

 

Management

 

For

 

For

 

1K

 

ELECTION OF DIRECTOR: TODD SISITSKY

 

Management

 

For

 

For

 

 


 

EPIZYME INC.

 

Security

29428V104

Meeting Type

Annual

Ticker Symbol

EPZM

Meeting Date

19-May-2016

Record Date

01-Apr-2016

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

DAVID M. MOTT

 

 

 

For

 

For

 

 

 

2

RICHARD F. POPS

 

 

 

For

 

For

 

2

 

RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS EPIZYME’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2016.

 

Management

 

For

 

For

 

 

EXELIXIS, INC.

 

Security

30161Q104

Meeting Type

Annual

Ticker Symbol

EXEL

Meeting Date

25-May-2016

Record Date

31-Mar-2016

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.1

 

ELECTION OF CLASS II DIRECTOR: CARL B. FELDBAUM, ESQ.

 

Management

 

For

 

For

 

1.2

 

ELECTION OF CLASS II DIRECTOR: ALAN M. GARBER, M.D., PH.D.

 

Management

 

For

 

For

 

1.3

 

ELECTION OF CLASS II DIRECTOR: VINCENT T. MARCHESI, M.D., PH.D.

 

Management

 

For

 

For

 

2

 

TO RATIFY THE SELECTION BY THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF ERNST & YOUNG LLP AS EXELIXIS’ INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 30, 2016.

 

Management

 

For

 

For

 

3

 

TO APPROVE AN AMENDMENT AND RESTATEMENT OF THE EXELIXIS, INC. 2000 EMPLOYEE STOCK PURCHASE PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK RESERVED FOR ISSUANCE UNDER THE 2000 EMPLOYEE STOCK PURCHASE PLAN BY 5,000,000 SHARES AND MAKE CERTAIN OTHER CHANGES AS DESCRIBED IN PROPOSAL 3 OF THE ACCOMPANYING PROXY STATEMENT.

 

Management

 

For

 

For

 

4

 

TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF EXELIXIS’ NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THE ACCOMPANYING PROXY STATEMENT.

 

Management

 

For

 

For

 

 

FLEX PHARMA INC

 

Security

33938A105

Meeting Type

Annual

Ticker Symbol

FLKS

Meeting Date

07-Jun-2016

Record Date

11-Apr-2016

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

MARC KOZIN

 

 

 

For

 

For

 

 

 

2

RODERICK MACKINNON

 

 

 

For

 

For

 

 

 

3

MICHELLE STACY

 

 

 

For

 

For

 

2

 

TO RATIFY THE SELECTION BY THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR ITS FISCAL YEAR ENDING DECEMBER 31, 2016.

 

Management

 

For

 

For

 

 


 

FOAMIX PHARMACEUTICALS LTD

 

Security

M46135105

Meeting Type

Annual

Ticker Symbol

FOMX

Meeting Date

18-Apr-2016

Record Date

15-Mar-2016

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

APPOINT KESSELMAN & KESSELMAN, A MEMBER FIRM OF PRICEWATERHOUSECOOPERS INTERNATIONAL LIMITED, AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2016, AND AUTHORIZE THE BOARD TO DETERMINE THE COMPENSATION OF THE AUDITORS.

 

Management

 

For

 

For

 

2.

 

APPROVE THE FOLLOWING RESOLUTIONS WITH REGARD TO THE COMPENSATION OF DR. DOV TAMARKIN, OUR CHIEF EXECUTIVE OFFICER: (A) GRANT DR. TAMARKIN A CASH BONUS OF $181,837 FOR THE YEAR ENDED DECEMBER 31, 2015, BASED ON THE ACHIEVEMENT OF THE GOALS SET AND EVALUATED BY OUR COMPENSATION COMMITTEE; (B) INCREASE DR. TAMARKIN’S ANNUAL BASE SALARY TO $385,000, EFFECTIVE NOVEMBER 1, 2015; AND (C) AWARD DR. TAMARKIN 100,000 OPTIONS UNDER THE COMPANY’S 2015 ISRAELI SHARE INCENTIVE PLAN.

 

Management

 

For

 

For

 

2B.

 

IF YOU DO NOT HAVE A PERSONAL INTEREST MARK FOR= YES. IF YOU DO NOT MARK FOR=YES, YOUR VOTE FOR PROP 2 WILL NOT BE VALID

 

Management

 

For

 

 

 

3.

 

APPROVE DR. TAMARKIN’S (A) ANNUAL CASH BONUS FOR THE YEAR ENDING DECEMBER 31, 2016, UP TO A MAXIMUM AMOUNT OF $231,000, SUBJECT TO ACHIEVING THE KEY PERFORMANCE INDICATORS DETAILED IN THE PROXY STATEMENT, AND (B) AN ADDITIONAL SPECIAL CASH BONUS, FOR THE YEAR ENDING DECEMBER 31, 2016, IN AN AMOUNT OF UP TO $231,000, UPON UNIQUE SUCCESS BEYOND EXPECTATIONS IN ACHIEVING CERTAIN GOALS DETAILED IN THE PROXY STATEMENT, IN EACH CASE, SUBJECT TO THE RECOMMENDATIONS OF THE COMPANY’S COMPENSATION COMMITTEE AND THE BOARD APPROVAL.

 

Management

 

Against

 

Against

 

3B.

 

IF YOU DO NOT HAVE A PERSONAL INTEREST MARK FOR= YES. IF YOU DO NOT MARK FOR=YES, YOUR VOTE FOR PROP 3 WILL NOT BE VALID

 

Management

 

For

 

 

 

4.

 

APPROVE THE FOLLOWING RESOLUTIONS WITH REGARD TO THE COMPENSATION OF MEIR EINI, CHAIRMAN OF THE BOARD AND CHIEF INNOVATION OFFICER: (A) GRANT MR. EINI A CASH BONUS OF $200,777 FOR THE YEAR ENDED DECEMBER 31, 2015, BASED ON THE ACHIEVEMENT OF THE GOALS SET AND EVALUATED BY OUR COMPENSATION COMMITTEE; (B) INCREASE MR. EINI’S ANNUAL BASE SALARY TO $369,000, EFFECTIVE NOVEMBER 1, 2015; AND (C) AWARD MR. EINI 55,000 OPTIONS UNDER THE COMPANY’S 2015 ISRAELI SHARE INCENTIVE PLAN.

 

Management

 

Against

 

Against

 

5.

 

APPROVE MR. EINI’S (A) ANNUAL CASH BONUS FOR THE YEAR ENDING DECEMBER 31, 2016, UP TO A MAXIMUM AMOUNT OF $184,500, SUBJECT TO ACHIEVING THE KEY PERFORMANCE INDICATORS DETAILED IN THIS PROXY STATEMENT, AND (B) AN ADDITIONAL SPECIAL CASH BONUS, FOR THE YEAR ENDING DECEMBER 31, 2016, IN AN AMOUNT OF UP TO $184,500, UPON UNIQUE SUCCESS BEYOND EXPECTATIONS IN ACHIEVING CERTAIN GOALS DETAILED IN THIS PROXY STATEMENT, IN EACH CASE, SUBJECT TO THE RECOMMENDATIONS OF THE COMPANY’S COMPENSATION COMMITTEE AND THE BOARD APPROVAL.

 

Management

 

Against

 

Against

 

 

GALAPAGOS N V

 

Security

36315X101

Meeting Type

Special

Ticker Symbol

GLPG

Meeting Date

22-Dec-2015

Record Date

8-Dec-2015

 

 

 

Item

 

Proposal

 

Proposed By

 

Vote

 

For/Against
Management

 

CMMT

 

IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF ATTORNEY (POA) MAY BE REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE

 

Non-Voting

 

 

 

 

 

CMMT

 

MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER INFORMATION FOR ALL VOTED ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE-POSITION TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED IN ORDER FOR YOUR VOTE TO BE LODGED

 

Non-Voting

 

 

 

 

 

1

 

CONFIRMATION OF APPOINTMENT OF INDEPENDENT DIRECTOR: THE SHAREHOLDERS’ MEETING RESOLVES TO CONFIRM THE APPOINTMENT OF DR. CHRISTINE MUMMERY (RESIDING IN BILTHOVEN, THE NETHERLANDS) AS A DIRECTOR OF THE COMPANY, MADE BY THE BOARD AS FROM 30 SEPTEMBER 2015 TO FILL A VACANCY, AND TO APPOINT HER AS A DIRECTOR OF THE COMPANY FOR A PERIOD OF FOUR YEARS ENDING IMMEDIATELY AFTER THE SHAREHOLDERS’ MEETING IN 2019 WHICH HAS THE APPROVAL OF THE ANNUAL ACCOUNTS ON ITS AGENDA. UPON THE PROPOSAL OF THE BOARD AND IN ACCORDANCE WITH THE ADVICE OF THE COMPANY’S NOMINATION AND REMUNERATION COMMITTEE, THE SHAREHOLDERS’ MEETING FURTHER RESOLVES TO APPOINT DR. MUMMERY AS AN INDEPENDENT DIRECTOR AS SHE MEETS THE CRITERIA OF INDEPENDENCE SET FORTH IN ARTICLE 526TER OF THE BELGIAN COMPANIES CODE AND DR. MUMMERY EXPRESSLY STATED, AND AS FAR AS THE BOARD IS AWARE, SHE DOES NOT HAVE ANY RELATIONSHIP WITH ANY COMPANY THAT WOULD COMPROMISE HER INDEPENDENCE. THE SHAREHOLDERS’ MEETING ACKNOWLEDGES THAT THE BOARD MAY DETERMINE THE REMUNERATION TO BE GRANTED TO DR. MUMMERY FOR THE EXERCISE OF HER MANDATE AS A DIRECTOR OF THE COMPANY WITHIN THE LIMITS OF THE POWER OF ATTORNEY UNANIMOUSLY APPROVED BY THE SHAREHOLDERS’ MEETING ON 28 APRIL 2015 (EIGHTH AGENDA ITEM - REMUNERATION OF DIRECTORS )

 

Management

 

For

 

For

 

2

 

OFFER OF WARRANTS: THE SHAREHOLDERS’ MEETING RESOLVES TO APPROVE THE PROPOSAL OF THE COMPANY’S NOMINATION AND REMUNERATION COMMITTEE TO OFFER ADDITIONAL WARRANTS TO THE COMPANY’S DIRECTORS IN LIGHT OF AN INDEPENDENT BENCHMARKING EXERCISE AND RECOMMENDATION BY AN EXTERNAL ADVISOR, FOLLOWING THE GROWTH OF THE COMPANY AND THE RECENT US LISTING OF THE COMPANY ON NASDAQ AND CONSEQUENTLY (I) RESOLVES TO OFFER 100,000 WARRANTS TO MR. ONNO VAN DE STOLPE, 15,000 WARRANTS TO DR. RAJ PAREKH, AND 7,500 WARRANTS TO EACH OF DR. WERNER CAUTREELS, DR. HARROLD VAN BARLINGEN, MR. HOWARD ROWE, MS. KATRINE BOSLEY AND DR. CHRISTINE MUMMERY, UNDER WARRANT PLANS TO BE CREATED BY THE BOARD OF DIRECTORS FOR THE BENEFIT OF DIRECTORS, EMPLOYEES AND INDEPENDENT CONSULTANTS OF GALAPAGOS AND ITS AFFILIATES WITHIN THE FRAMEWORK OF THE AUTHORIZED CAPITAL (JOINTLY “WARRANT PLAN 2015 (B)”), THE KEY CONDITIONS OF WHICH WILL BE IN LINE WITH PREVIOUS WARRANT PLANS OF THE COMPANY, (II) EMPOWERS THE MANAGING DIRECTOR, AS WELL AS ANY OTHER DIRECTOR AS REGARDS THE OFFER TO THE MANAGING DIRECTOR, TO IMPLEMENT THIS OFFER, AND (III) TO THE EXTENT REQUIRED, APPROVES THE OFFER OF WARRANTS TO MEMBERS OF GALAPAGOS’ EXECUTIVE COMMITTEE UNDER WARRANT PLAN 2015 ... (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL)

 

Management

 

For

 

For

 

 


 

GALAPAGOS N V

 

Security

B44170106

Meeting Type

Annual

Ticker Symbol

GLPG

Meeting Date

26-Apr-2016

Record Date

7-Apr-2016

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

2

 

COMMUNICATION AND APPROVAL OF THE NON- CONSOLIDATED ANNUAL ACCOUNTS OF THE COMPANY FOR THE FINANCIAL YEAR ENDED ON 31 DECEMBER 2015 AND THE ALLOCATION OF THE ANNUAL RESULT AS PROPOSED BY THE BOARD OF DIRECTORS.

 

Management

 

For

 

 

 

5

 

COMMUNICATION AND APPROVAL OF THE REMUNERATION REPORT.

 

Management

 

For

 

 

 

6

 

RELEASE FROM LIABILITY TO BE GRANTED TO THE DIRECTORS AND THE STATUTORY AUDITOR FOR THE PERFORMANCE OF THEIR DUTIES IN THE COURSE OF THE FINANCIAL YEAR ENDED 31 DECEMBER 2015.

 

Management

 

For

 

 

 

7

 

REMUNERATION OF DIRECTORS.

 

Management

 

For

 

 

 

8

 

OFFER OF WARRANTS.

 

Management

 

For

 

 

 

9

 

APPLICATION OF ARTICLE 556 OF THE BELGIAN COMPANIES CODE.

 

Management

 

For

 

 

 

E2

 

AUTHORIZATION TO THE BOARD OF DIRECTORS TO INCREASE THE SHARE CAPITAL WITHIN THE FRAMEWORK OF THE AUTHORIZED CAPITAL BY UP TO 20% OF THE SHARE CAPITAL.

 

Management

 

For

 

 

 

E3

 

AUTHORIZATION TO THE BOARD OF DIRECTORS TO INCREASE THE SHARE CAPITAL WITHIN THE FRAMEWORK OF THE AUTHORIZED CAPITAL BY UP TO 50% OF THE SHARE CAPITAL, IN SPECIFIC CIRCUMSTANCES.

 

Management

 

For

 

 

 

E4

 

AUTHORIZATION TO THE BOARD OF DIRECTORS TO INCREASE THE SHARE CAPITAL WITHIN THE FRAMEWORK OF THE AUTHORIZED CAPITAL BY UP TO 100% OF THE SHARE CAPITAL, IN SPECIFIC CIRCUMSTANCES WITH UNANIMOUS CONSENT.

 

Management

 

For

 

 

 

E5

 

AUTHORIZATION TO THE BOARD OF DIRECTORS TO INCREASE THE SHARE CAPITAL WITHIN THE FRAMEWORK OF THE AUTHORIZED CAPITAL AFTER NOTIFICATION OF A PUBLIC TAKEOVER BID.

 

Management

 

For

 

 

 

 

GILEAD SCIENCES, INC.

 

Security

375558103

Meeting Type

Annual

Ticker Symbol

GILD

Meeting Date

11-May-2016

Record Date

16-Mar-2016

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1A

 

ELECTION OF DIRECTOR: JOHN F. COGAN, PH.D.

 

Management

 

For

 

For

 

1B

 

ELECTION OF DIRECTOR: KEVIN E. LOFTON

 

Management

 

For

 

For

 

1C

 

ELECTION OF DIRECTOR: JOHN W. MADIGAN

 

Management

 

For

 

For

 

1D

 

ELECTION OF DIRECTOR: JOHN C. MARTIN, PH.D.

 

Management

 

For

 

For

 

1E

 

ELECTION OF DIRECTOR: JOHN F. MILLIGAN, PH.D.

 

Management

 

For

 

For

 

1F

 

ELECTION OF DIRECTOR: NICHOLAS G. MOORE

 

Management

 

For

 

For

 

1G

 

ELECTION OF DIRECTOR: RICHARD J. WHITLEY, M.D.

 

Management

 

For

 

For

 

1H

 

ELECTION OF DIRECTOR: GAYLE E. WILSON

 

Management

 

For

 

For

 

1I

 

ELECTION OF DIRECTOR: PER WOLD-OLSEN

 

Management

 

For

 

For

 

2

 

TO RATIFY THE SELECTION OF ERNST & YOUNG LLP BY THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF GILEAD FOR THE FISCAL YEAR ENDING DECEMBER 31, 2016.

 

Management

 

For

 

For

 

3

 

TO APPROVE THE AMENDED AND RESTATED GILEAD SCIENCES, INC. CODE SECTION 162(M) BONUS PLAN.

 

Management

 

For

 

For

 

4

 

TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS PRESENTED IN THE PROXY STATEMENT.

 

Management

 

For

 

For

 

5

 

TO VOTE ON A STOCKHOLDER PROPOSAL, IF PROPERLY PRESENTED AT THE MEETING, REQUESTING THAT THE BOARD TAKE STEPS TO PERMIT STOCKHOLDER ACTION BY WRITTEN CONSENT.

 

Shareholder

 

Against

 

For

 

 


 

HCA HOLDINGS, INC.

 

Security

40412C101

Meeting Type

Annual

Ticker Symbol

HCA

Meeting Date

28-Apr-2016

Record Date

04-Mar-2016

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1A

 

ELECTION OF DIRECTOR: R. MILTON JOHNSON

 

Management

 

For

 

For

 

1B

 

ELECTION OF DIRECTOR: ROBERT J. DENNIS

 

Management

 

For

 

For

 

1C

 

ELECTION OF DIRECTOR: NANCY-ANN DEPARLE

 

Management

 

For

 

For

 

1D

 

ELECTION OF DIRECTOR: THOMAS F. FRIST III

 

Management

 

For

 

For

 

1E

 

ELECTION OF DIRECTOR: WILLIAM R. FRIST

 

Management

 

For

 

For

 

1F

 

ELECTION OF DIRECTOR: CHARLES O. HOLLIDAY, JR.

 

Management

 

For

 

For

 

1G

 

ELECTION OF DIRECTOR: ANN H. LAMONT

 

Management

 

For

 

For

 

1H

 

ELECTION OF DIRECTOR: JAY O. LIGHT

 

Management

 

For

 

For

 

1I

 

ELECTION OF DIRECTOR: GEOFFREY G. MEYERS

 

Management

 

For

 

For

 

1J

 

ELECTION OF DIRECTOR: MICHAEL W. MICHELSON

 

Management

 

For

 

For

 

1K

 

ELECTION OF DIRECTOR: WAYNE J. RILEY, M.D.

 

Management

 

For

 

For

 

1L

 

ELECTION OF DIRECTOR: JOHN W. ROWE, M.D.

 

Management

 

For

 

For

 

2

 

TO REAPPROVE THE PERFORMANCE GOALS UNDER THE 2006 STOCK INCENTIVE PLAN FOR KEY EMPLOYEES OF HCA HOLDINGS, INC. AND ITS AFFILIATES, AS AMENDED AND RESTATED

 

Management

 

For

 

For

 

3

 

TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2016

 

Management

 

For

 

For

 

4

 

ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION

 

Management

 

For

 

For

 

5

 

STOCKHOLDER PROPOSAL REGARDING A MAJORITY VOTE STANDARD FOR THE ELECTION OF DIRECTORS

 

Shareholder

 

Against

 

For

 

 

HERON THERAPEUTICS, INC.

 

Security

427746102

Meeting Type

Annual

Ticker Symbol

HRTX

Meeting Date

21-Jun-2016

Record Date

25-Apr-2016

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

KEVIN C. TANG

 

 

 

For

 

For

 

 

 

2

BARRY D QUART, PHARM.D.

 

 

 

For

 

For

 

 

 

3

ROBERT H. ROSEN

 

 

 

For

 

For

 

 

 

4

CRAIG A. JOHNSON

 

 

 

For

 

For

 

 

 

5

JOHN W. POYHONEN

 

 

 

For

 

For

 

2

 

TO RATIFY THE APPOINTMENT OF OUM & CO. LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2016.

 

Management

 

For

 

For

 

3

 

TO CONDUCT AN ADVISORY VOTE TO APPROVE THE COMPENSATION PAID TO THE COMPANY’S NAMED EXECUTIVE OFFICERS DURING FISCAL YEAR 2015.

 

Management

 

For

 

For

 

4

 

TO AMEND THE COMPANY’S 2007 AMENDED AND RESTATED EQUITY INCENTIVE PLAN TO INCREASE THE SHARES OF COMMON STOCK AUTHORIZED FOR ISSUANCE THEREUNDER BY 3,000,000 SHARES.

 

Management

 

For

 

For

 

5

 

TO AMEND THE COMPANY’S 1997 EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED, TO INCREASE THE SHARES OF COMMON STOCK AUTHORIZED FOR ISSUANCE THEREUNDER BY 100,000 SHARES.

 

Management

 

For

 

For

 

 

HORIZON PHARMA PLC

 

Security

G4617B105

Meeting Type

Annual

Ticker Symbol

HZNP

Meeting Date

03-May-2016

Record Date

3-Mar-2016

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.A

 

ELECTION OF CLASS II DIRECTOR: MICHAEL GREY

 

Management

 

For

 

For

 

1.B

 

ELECTION OF CLASS II DIRECTOR: JEFF HIMAWAN, PH.D.

 

Management

 

For

 

For

 

1.C

 

ELECTION OF CLASS II DIRECTOR: RONALD PAULI

 

Management

 

For

 

For

 

2

 

APPROVAL OF AN AMENDMENT TO OUR MEMORANDUM OF ASSOCIATION

 

Management

 

For

 

For

 

3

 

APPROVAL OF AN AMENDMENT TO OUR ARTICLES OF ASSOCIATION

 

Management

 

For

 

For

 

4

 

AUTHORIZATION FOR US AND/OR ANY OF OUR SUBSIDIARIES TO MAKE MARKET PURCHASES OR OVERSEAS MARKET PURCHASES OF OUR ORDINARY SHARES

 

Management

 

For

 

For

 

5

 

APPROVAL OF OUR AMENDED AND RESTATED 2014 EQUITY INCENTIVE PLAN

 

Management

 

For

 

For

 

6

 

APPROVAL OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR OUR FISCAL YEAR ENDING DECEMBER 31, 2016 AND AUTHORIZATION OF THE AUDIT COMMITTEE TO DETERMINE THE AUDITOR’S RENUMERATION

 

Management

 

For

 

For

 

7

 

APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THE PROXY STATEMENT

 

Management

 

For

 

For

 

 


 

IDEXX LABORATORIES, INC.

 

Security

45168D104

Meeting Type

Annual

Ticker Symbol

IDXX

Meeting Date

04-May-2016

Record Date

08-Mar-2016

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.1

 

ELECTION OF DIRECTOR: JONATHAN W. AYERS

 

Management

 

For

 

For

 

1.2

 

ELECTION OF DIRECTOR: BARRY C. JOHNSON, PHD

 

Management

 

For

 

For

 

1.3

 

ELECTION OF DIRECTOR: M. ANNE SZOSTAK

 

Management

 

For

 

For

 

2

 

TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE CURRENT FISCAL YEAR

 

Management

 

For

 

For

 

3

 

TO APPROVE A NONBINDING ADVISORY RESOLUTION ON THE COMPANY’S EXECUTIVE COMPENSATION

 

Management

 

For

 

For

 

 

ILLUMINA, INC.

 

Security

452327109

Meeting Type

Annual

Ticker Symbol

ILMN

Meeting Date

18-May-2016

Record Date

21-Mar-2016

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1A

 

ELECTION OF DIRECTOR: FRANCES ARNOLD, PH.D.

 

Management

 

For

 

For

 

1B

 

ELECTION OF DIRECTOR: FRANCIS A. DESOUZA

 

Management

 

For

 

For

 

1C

 

ELECTION OF DIRECTOR: KARIN EASTHAM, CPA

 

Management

 

For

 

For

 

2

 

TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JANUARY 1, 2017.

 

Management

 

For

 

For

 

3

 

TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE PROXY STATEMENT.

 

Management

 

For

 

For

 

4

 

TO APPROVE, ON AN ADVISORY BASIS, THE RATIFICATION OF CERTAIN SUPERMAJORITY VOTING PROVISIONS IN OUR CERTIFICATE OF INCORPORATION AND BYLAWS.

 

Management

 

For

 

For

 

 

ILLUMINOSS MEDICAL, INC.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

05-Nov-2015

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

CONVERTIBLE NOTE FINANCING

 

Management

 

For

 

For

 

2

 

AMENDED CHARTER

 

Management

 

For

 

For

 

3

 

GENERAL RESOLUTIONS

 

Management

 

For

 

For

 

 

ILLUMINOSS MEDICAL, INC.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

11-Jan-2016

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

APPROVAL OF FIFTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

 

Management

 

For

 

For

 

2

 

SERIES AA PREFERRED STOCK PURCHASE AND EXCHANGE AGREEMENT

 

Management

 

For

 

For

 

3

 

WAIVER OF RIGHT OF SUBSCRIPTION RIGHTS

 

Management

 

For

 

For

 

4

 

AMENDMENT TO THE CORPORATION’S 2007 STOCK OPTIONS/STOCK ISSUANCE PLAN

 

Management

 

For

 

For

 

5

 

BLUESKY AGREEMENT

 

Management

 

For

 

For

 

6

 

ELECTION OF DIRECTORS

 

Management

 

For

 

For

 

7

 

GENERAL RESOLUTIONS

 

Management

 

For

 

For

 

 


 

IMPAX LABORATORIES, INC.

 

Security

45256B101

Meeting Type

Special

Ticker Symbol

IPXL

Meeting Date

08-Dec-2015

Record Date

26-Oct-2015

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

TO APPROVE AN AMENDMENT TO THE COMPANY’S RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE AUTHORIZED NUMBER OF SHARES OF THE COMPANY’S COMMON STOCK, PAR VALUE $0.01 PER SHARE, FROM 90,000,000 SHARES TO 150,000,000 SHARES.

 

Management

 

For

 

For

 

 

IMPAX LABORATORIES, INC.

 

Security

45256B101

Meeting Type

Annual

Ticker Symbol

IPXL

Meeting Date

17-May-2016

Record Date

06-Apr-2016

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.1

 

ELECTION OF DIRECTOR: LESLIE Z. BENET, PH.D.

 

Management

 

For

 

For

 

1.2

 

ELECTION OF DIRECTOR: ROBERT L. BURR

 

Management

 

For

 

For

 

1.3

 

ELECTION OF DIRECTOR: ALLEN CHAO, PH.D.

 

Management

 

For

 

For

 

1.4

 

ELECTION OF DIRECTOR: MARY K. PENDERGAST, J.D.

 

Management

 

For

 

For

 

1.5

 

ELECTION OF DIRECTOR: PETER R. TERRERI

 

Management

 

For

 

For

 

1.6

 

ELECTION OF DIRECTOR: JANET S. VERGIS

 

Management

 

For

 

For

 

1.7

 

ELECTION OF DIRECTOR: G. FREDERICK WILKINSON

 

Management

 

For

 

For

 

2

 

TO APPROVE THE THIRD AMENDMENT AND RESTATEMENT OF OUR 2002 EQUITY INCENTIVE PLAN TO, AMONG OTHER ITEMS, INCREASE THE AGGREGATE NUMBER OF SHARES OF OUR COMMON STOCK THAT MAY BE ISSUED UNDER SUCH PLAN.

 

Management

 

For

 

For

 

3

 

TO APPROVE, BY NON-BINDING VOTE, NAMED EXECUTIVE OFFICER COMPENSATION.

 

Management

 

For

 

For

 

4

 

RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2016.

 

Management

 

For

 

For

 

 

INCYTE CORPORATION

 

Security

45337C102

Meeting Type

Annual

Ticker Symbol

INCY

Meeting Date

27-May-2016

Record Date

08-Apr-2016

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

JULIAN C. BAKER

 

 

 

For

 

For

 

 

 

2

JEAN-JACQUES BIENAIME

 

 

 

For

 

For

 

 

 

3

PAUL A. BROOKE

 

 

 

For

 

For

 

 

 

4

PAUL J. CLANCY

 

 

 

For

 

For

 

 

 

5

WENDY L. DIXON

 

 

 

For

 

For

 

 

 

6

PAUL A. FRIEDMAN

 

 

 

For

 

For

 

 

 

7

HERVE HOPPENOT

 

 

 

For

 

For

 

2

 

TO APPROVE AMENDMENTS TO THE COMPANY’S AMENDED AND RESTATED 2010 STOCK INCENTIVE PLAN.

 

Management

 

For

 

For

 

3

 

TO APPROVE AN AMENDMENT TO THE COMPANY’S 1997 EMPLOYEE STOCK PURCHASE PLAN TO INCREASE THE NUMBER OF SHARES AVAILABLE FOR ISSUANCE THEREUNDER BY 500,000 SHARES, FROM 8,350,000 SHARES TO 8,850,000 SHARES.

 

Management

 

For

 

For

 

4

 

TO APPROVE, ON A NON-BINDING, ADVISORY BASIS, THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS.

 

Management

 

For

 

For

 

5

 

TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2016.

 

Management

 

For

 

For

 

 

INSIGHTRA MEDICAL, INC.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

13-Aug-2015

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

CONSENT TO AMENDMENTS TO CERTIFICATION OF DETERMINATION, ISSUANCE OF SECURITIES AND WAIVER OF ANTI-DILUTION

 

Management

 

For

 

For

 

 


 

INSIGHTRA MEDICAL, INC.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

29-Oct-2015

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

CONSENT OF ISSUANCE OF SECURITIES AND WAIVER OF FIRST OFFER

 

Management

 

For

 

For

 

 

INSIGHTRA MEDICAL, INC.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

24-Nov-2015

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

CONSENT TO NON-WHOLLY OWNED SUBSIDIARIES

 

Management

 

For

 

For

 

 

INSIGHTRA MEDICAL, INC.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

19-Jan-2016

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

WAIVER OF FIRST OFFER AND WAIVER OF ANTI-DILUTION

 

Management

 

For

 

For

 

 

INSIGHTRA MEDICAL, INC.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

12-Apr-2016

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

CONSENT AND WAIVER OF FIRST OFFER

 

Management

 

For

 

For

 

 

INTRA-CELLULAR THERAPIES INC

 

Security

46116X101

Meeting Type

Annual

Ticker Symbol

ITCI

Meeting Date

14-Jun-2016

Record Date

20-Apr-2016

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

SHARON MATES, PH.D.

 

 

 

For

 

For

 

 

 

2

RORY B. RIGGS

 

 

 

For

 

For

 

 

 

3

ROBERT L. VAN NOSTRAND

 

 

 

For

 

For

 

2

 

PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2016.

 

Management

 

For

 

For

 

3

 

TO APPROVE BY AN ADVISORY VOTE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THE PROXY STATEMENT.

 

Management

 

For

 

For

 

4

 

TO APPROVE BY AN ADVISORY VOTE THE FREQUENCY OF HOLDING AN ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

 

Management

 

1 Year

 

For

 

 

JAZZ PHARMACEUTICALS PLC

 

Security

G50871105

Meeting Type

Annual

Ticker Symbol

JAZZ

Meeting Date

30-Jul-2015

Record Date

1-Jun-2015

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1A

 

ELECTION OF DIRECTOR: PETER GRAY

 

Management

 

 

 

 

 

1B

 

ELECTION OF DIRECTOR: KENNETH W. O’KEEFE

 

Management

 

For

 

For

 

1C

 

ELECTION OF DIRECTOR: ELMAR SCHNEE

 

Management

 

For

 

For

 

1D

 

ELECTION OF DIRECTOR: CATHERINE A. SOHN

 

Management

 

For

 

For

 

2

 

TO APPROVE THE APPOINTMENT OF KPMG AS THE INDEPENDENT AUDITORS OF JAZZ PHARMACEUTICALS PLC FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015 AND TO AUTHORIZE THE BOARD OF DIRECTORS, ACTING THROUGH THE AUDIT COMMITTEE, TO DETERMINE THE AUDITOR’S RENUMERATION.

 

Management

 

For

 

For

 

3

 

TO AUTHORIZE JAZZ PHARMACEUTICALS PLC AND / OR ANY SUBSIDIARY OF JAZZ PHARMACEUTICALS PLC TO MAKE MARKET PURCHASES OF JAZZ PHARMACEUTICALS PLC’S ORDINARY SHARES.

 

Management

 

1 Year

 

For

 

4

 

TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF JAZZ PHARMACEUTICALS PLC’S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE PROXY STATEMENT.

 

Management

 

1 Year

 

For

 

 


 

MAGELLAN BIOSCIENCES, INC.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

23-Mar-2016

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

APPROVE SPECIFIED COMPENSATORY ARRANGEMENTS BETWEEN MAGELLAN BIOSCIENCES, INC. AND ITS NAMED EXECUTIVE OFFICERS RELATING TO THE TRANSACTION

 

Management

 

For

 

For

 

 

MAGELLAN BIOSCIENCES, INC.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

24-Mar-2016

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

APPROVE THE RECEIPT OF MERGER CONSIDERATION BY VARIOUS INTERESTED ENTITIES AND INDIVIDUALS UNDER SECTION 144 OF THE DELAWARE GENERAL CORPORATION LAW

 

Management

 

For

 

For

 

2

 

APPROVAL OF MERGER AND RELATED TRANSACTIONS

 

Management

 

For

 

For

 

3

 

APPROVAL OF THE STOCKHOLDER REPRESENTATIVE

 

Management

 

For

 

For

 

4

 

WAIVER OF APPRAISAL RIGHTS

 

Management

 

For

 

For

 

5

 

ADDITIONAL AGREEMENTS AND ACKNOWLEDGEMENTS

 

Management

 

For

 

For

 

6

 

WAIVER OF NOTICE REQUIREMENTS

 

Management

 

For

 

For

 

7

 

OMNIBUS RESOLUTIONS

 

Management

 

For

 

For

 

 

MCKESSON CORPORATION

 

Security

58155Q103

Meeting Type

Annual

Ticker Symbol

MCK

Meeting Date

29-Jul-2015

Record Date

01-Jun-2015

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1A

 

ELECTION OF DIRECTOR: ANDY D. BRYANT

 

Management

 

For

 

For

 

1B

 

ELECTION OF DIRECTOR: WAYNE A. BUDD

 

Management

 

For

 

For

 

1C

 

ELECTION OF DIRECTOR: N. ANTHONY COLES, M.D.

 

Management

 

For

 

For

 

1D

 

ELECTION OF DIRECTOR: JOHN H. HAMMERGREN

 

Management

 

For

 

For

 

1E

 

ELECTION OF DIRECTOR: ALTON F. IRBY III

 

Management

 

For

 

For

 

1F

 

ELECTION OF DIRECTOR: M. CHRISTINE JACOBS

 

Management

 

For

 

For

 

1G

 

ELECTION OF DIRECTOR: DONALD R. KNAUSS

 

Management

 

For

 

For

 

1H

 

ELECTION OF DIRECTOR: MARIE L. KNOWLES

 

Management

 

For

 

For

 

1I

 

ELECTION OF DIRECTOR: DAVID M. LAWRENCE, M.D.

 

Management

 

For

 

For

 

1J

 

ELECTION OF DIRECTOR: EDWARD A. MUELLER

 

Management

 

For

 

For

 

1K

 

ELECTION OF DIRECTOR: SUSAN R. SALKA

 

Management

 

For

 

For

 

2

 

RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING MARCH 31, 2016.

 

Management

 

For

 

For

 

3

 

ADVISORY VOTE ON EXECUTIVE COMPENSATION.

 

Management

 

For

 

For

 

4

 

REAPPROVAL OF PERFORMANCE MEASURES AVAILABLE FOR PERFORMANCE-BASED AWARDS UNDER THE COMPANY’S MANAGEMENT INCENTIVE PLAN.

 

Management

 

For

 

For

 

5

 

APPROVAL OF AMENDMENTS TO AMENDED AND RESTATED BY-LAWS TO PERMIT SHAREHOLDER PROXY ACCESS.

 

Management

 

For

 

For

 

6

 

SHAREHOLDER PROPOSAL ON DISCLOSURE OF POLITICAL CONTRIBUTIONS AND EXPENDITURES.

 

Shareholder

 

Against

 

For

 

7

 

SHAREHOLDER PROPOSAL ON ACCELERATED VESTING OF EQUITY AWARDS.

 

Shareholder

 

Against

 

For

 

 


 

MEDIVATION, INC.

 

Security

58501N101

Meeting Type

Annual

Ticker Symbol

MDVN

Meeting Date

22-Jun-2016

Record Date

25-Apr-2016

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

KIM D. BLICKENSTAFF

 

 

 

For

 

For

 

 

 

2

KATHRYN E. FALBERG

 

 

 

For

 

For

 

 

 

3

DAVID T. HUNG, M.D.

 

 

 

For

 

For

 

 

 

4

MICHAEL L. KING, PH.D.

 

 

 

For

 

For

 

 

 

5

C. PATRICK MACHADO

 

 

 

For

 

For

 

 

 

6

DAWN SVORONOS

 

 

 

For

 

For

 

 

 

7

W. ANTHONY VERNON

 

 

 

For

 

For

 

 

 

8

WENDY L. YARNO

 

 

 

For

 

For

 

2

 

TO RATIFY THE SELECTION BY THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF PRICEWATERHOUSECOOPERS LLP AS MEDIVATION’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2016.

 

Management

 

For

 

For

 

3

 

TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF MEDIVATION’S NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THE PROXY STATEMENT OF MEDIVATION.

 

Management

 

For

 

For

 

4

 

TO APPROVE AN AMENDMENT AND RESTATEMENT OF THE MEDIVATION, INC. AMENDED AND RESTATED 2004 EQUITY INCENTIVE AWARD PLAN TO INCREASE THE NUMBER OF SHARES OF MEDIVATION’S COMMON STOCK RESERVED FOR ISSUANCE UNDER THE PLAN BY 1,600,000 SHARES AND MAKE CERTAIN OTHER CHANGES AS DESCRIBED IN PROPOSAL NO. 4 IN THE PROXY STATEMENT OF MEDIVATION.

 

Management

 

For

 

For

 

5

 

THE SHAREHOLDER PROPOSAL REGARDING PROXY ACCESS, IF PROPERLY PRESENTED AT THE ANNUAL MEETING.

 

Shareholder

 

Against

 

For

 

 

MERUS B.V.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

24-Sep-2015

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

ADJUST THE EXERCISE PRICE OF THE OPTIONS UNDER THE OPTION PLAN 2010 AND REFUND ANY DIFFERENCES IN EXERCISE PRICE OF THE OPTIONS TO PARTICIPANTS

 

Management

 

For

 

For

 

 

MERUS B.V.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

14-Oct-2015

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

GRANT OPTIONS UNDER THE MERUS B.V. 2010 OPTION PLAN AND SET THE EXERCISE PRICE FOR EACH OPTION

 

Management

 

For

 

For

 

 

MERUS B.V.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

22-Dec-2015

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

APPROVE PUBLICATION OF THE ANNUAL ACCOUNTS AND THE DIRECTOR’S REPORT IN THE ENGLISH LANGUAGE

 

Management

 

For

 

For

 

2

 

ADOPT THE 2014 ANNUAL ACCOUNTS

 

Management

 

For

 

For

 

3

 

APPROVE TREATMENT OF LOSS CHARGED TO RESERVES

 

Management

 

For

 

For

 

4

 

APPROVE DISCHARGE OF MANAGEMENT BOARD FOR FISCAL 2014

 

Management

 

For

 

For

 

5

 

APPROVE DISCHARGE OF SUPERVISORY BOARD FOR FISCAL 2014

 

Management

 

For

 

For

 

6

 

APPROVE ANNUAL COMPENSATION TO CERTAIN NAMED INDEPENDENT DIRECTORS

 

Management

 

For

 

For

 

7

 

APPROVE GRANTS OF OPTIONS TO INDEPENDENT DIRECTORS

 

Management

 

For

 

For

 

8

 

APPROVE RENUMERATION OF AUDIT COMMITTEE CHAIRMAN

 

Management

 

For

 

For

 

9

 

APPROVE RENUMERATION OF COMPENSATION COMMITTEE CHAIRMAN

 

Management

 

For

 

For

 

10

 

RESOLVE THAT SUCH OPTIONS AND ANNUAL COMPENSATION IN CASH WHICH HAVE NOT YET BEEN GRANTED, SHALL LAPSE WITH IMMEDIATE EFFECT UPON THE EFFECTIVENESS OF THE 2015 PLAN.

 

Management

 

For

 

For

 

 


 

MERUS B.V.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

08-Jan-2016

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

CONSENT TO SEND YOU THE CONVOCATION INCLUDING ALL NECESSARY INFORMATION FOR THE SHAREHOLDERS MEETINGS (GENERAL MEETING AND PREFERRED MEETING), WITHOUT TAKING INTO ACCOUNT THE CONVOCATION REQUIREMENTS, AS LONG AS THE MEETINGS ARE SCHEDULED IN 2016

 

Management

 

For

 

For

 

2

 

CONSENT TO DECIDING ON SUCH MATTERS BY WRITTEN RESOLUTION OUTSIDE A MEETING, AS AN ALTERNATIVE FOR OPTION 1, IF THE COMPANY DECIDES TO DO SO FOR PRACTICAL REASONS

 

Management

 

For

 

For

 

 

MERUS B.V.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

02-Mar-2016

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

RESOLUTION TO ISSUE OPTION SHARES UNDER THE MERUS B.V. 2010 EMPLOYEE OPTION PLAN

 

Management

 

For

 

For

 

2

 

RESOLUTION TO EXCLUDE PRE-EMPTIVE RIGHTS

 

Management

 

For

 

For

 

 

MERUS B.V.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

21-Mar-2016

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

GRANT INITIAL EQUITY AWARDS TO SELECT INDEPENDENT DIRECTORS AND ESTABLISH DATE OF GRANT, VESTING COMMENCEMENT DATE AND THE EXERCISE PRICE

 

Management

 

For

 

For

 

 

MERUS B.V.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

03-May-2016

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

ADOPT THE 2015 ACCOUNTS

 

Management

 

For

 

For

 

2

 

APPROVE TREATMENT OF LOSS CHARGED TO RESERVES

 

Management

 

For

 

For

 

3

 

APPROVE DISCHARGE OF MANAGEMENT BOARD FOR FISCAL 2015

 

Management

 

For

 

For

 

4

 

APPROVE DISCHARGE OF SUPERVISORY BOARD FOR FISCAL 2015

 

Management

 

For

 

For

 

 

MERUS B.V.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

06-May-2016

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

APPROVE THE AMENDMENT OF THE ARTICLES OF ASSOCIATION AND TO EFFECT A REVERSE STOCK SPLIT

 

Management

 

For

 

For

 

2

 

APPROVE THE CONVERSION OF THE COMPANY INTO A PUBLIC LIMITED LIABILITY COMPANY AND AMEND THE ARTICLES OF ASSOCIATION

 

Management

 

For

 

For

 

3

 

APPROVE ISSUANCE OF COMMON SHARES

 

Management

 

For

 

For

 

4

 

APPROVE THE CONVERSION OF ALL ISSUED PREFERRED SHARES INTO COMMMON SHARES

 

Management

 

For

 

For

 

5

 

APPROVE RENUMERATION OF THE SUPERVISORY BOARD

 

Management

 

For

 

For

 

6A

 

APPROVE ANY REQUIRED APPLICATION TO NASDAQ

 

Management

 

For

 

For

 

6B

 

APPROVE OF THE COMPANY PERFORMING ALL ACTS AS THE MANAGEMENT BOARD DEEMS NECESSARY IN CONNECTION WITH OR CONDUCIVE TO THE CONVERSION AND/OR IPO

 

Management

 

For

 

For

 

6C

 

APPROVE THE COMPANY RATIFYING AND CONFIRMING ANY DOCUMENT, DEED OR INSTRUMENT ALREADY EXECUTED IN RELATION TO THE CONVERSION AND/OR THE IPO

 

Management

 

For

 

For

 

6D

 

APPROVE THE TRANSFER OF THE SHARES TO SHAREHOLDERS OF CEDE & CO AFTER THE END OF THE LOCK-UP PERIOD BASED ON THE LOCK-UP AGREEMENT, IF APPLICABLE

 

Management

 

For

 

For

 

7

 

WAIVE ANY AND ALL PRE-EMPTIVE RIGHTS AND/OR ANTI-DILUTION PROTECTION IN RELATION TO ANY ISSUANCE OF COMMON SHARES AND/OR GRANTING RIGHTS TO SUBSCRIBE TO SHARES IN THE COMPANY’S SHARE CAPITAL

 

Management

 

For

 

For

 

9

 

WAIVE ANY RIGHT OF FIRST REFUSAL THE PREFERRED SHAREHOLDERS MAY HAVE AND TO APPROVE SUCH TRANSFER

 

Management

 

For

 

For

 

 


 

MERUS B.V.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

06-May-2016

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

APPROVE THE LISTING OF THE COMPANY’S SHARES AT THE NASDAQ GLOBAL MARKET

 

Management

 

For

 

For

 

2

 

APPROVE A REVERSE STOCK SPLIT

 

Management

 

For

 

For

 

3

 

APPROVE THE CONVERSION OF THE COMPANY INTO A PUBLIC LIMITED LIABILITY COMPANY

 

Management

 

For

 

For

 

4

 

APPROVE THE ISSUANCE OF A NUMBER OF COMMON SHARES IN THE SHARE CAPITAL OF THE COMPANY TO THE PARTIES AND IN ACCORDANCE WITH THE NOTARIAL DEED OF ISSUE

 

Management

 

For

 

For

 

5

 

DELEGATE, TO THE MANAGEMENT BOARD, CERTAIN AUTHORITY TO ISSUE NEW SHARES AND GRANT RIGHTS

 

Management

 

For

 

For

 

6A

 

APPROVE RESTRICTION AND/OR EXCLUSION OF PRE-EMPTIVE RIGHTS

 

Management

 

For

 

For

 

6B

 

REPURCHASE SHARES IN THE CAPITAL OF THE COMPANY

 

Management

 

For

 

For

 

7A

 

THE RIGHT TO SUBSCRIBE FOR A NUMBER OF PREFERRED SHARES IN THE COMPANY’S SHARE CAPITAL TO STICHTING CONTINUITEIT MERUS AND APPROVE THE ENTERING INTO A CALL OPTION AGREEMENT

 

Management

 

For

 

For

 

7B

 

APPROVE THAT THE MANAGEMENT BOARD SHALL PROVIDE A LOAN TO THE FOUNDATION FOR ITS PAYMENT OBLIGATIONS IN RELATION TO THE CALL OPTION

 

Management

 

For

 

For

 

8

 

DISMISS OR REAPPOINT CERTAIN MEMBERS OF THE SUPERVISORY BOARD

 

Management

 

For

 

For

 

9

 

ADOPT THE COMPANY’S POLICY CONCERNING THE COMPENSATION OF THE MEMBERS OF THE MANAGEMENT BOARD

 

Management

 

For

 

For

 

10

 

ADOPT THE COMPANY’S 2016 INCENTIVE AWARD PLAN

 

Management

 

For

 

For

 

11

 

APPROVE REMUNERATION OF SUPERVISORY BOARD

 

Management

 

For

 

For

 

12

 

APPROVE THE PROPOSAL OF THE MANAGEMENT BOARD TO DELETE CLAUSE 7.3 OF THE MERUS B.V. 2010 EMPLOYEE OPTION PLAN

 

Management

 

For

 

For

 

13.A

 

CANCEL 1,000 COMMON SHARES IN THE CAPITAL OF THE COMPANY HELD BY STICHTING ADMINISTRATIEKANTOOR MERUS

 

Management

 

For

 

For

 

13.B

 

CANCEL 225 COMMON SHARES IN THE CAPITAL OF THE COMPANY HELD BY STICHTING ADMINISTRATIEKANTOOR MERUS

 

Management

 

For

 

For

 

14

 

CONSENT TO SEND ALL INFORMATION TO THE SHAREHOLDERS BY ELECTRONIC MEANS

 

Management

 

For

 

For

 

15

 

DETERMINE THAT THE SHAREHOLDER’S AGREEMENT SHALL TERMINATE AS PER THE EFFECTIVENESS OF THE REGISTRATION STATEMENT (WHETHER THE IPO QUALIFIES AS A QUALIFYING IPO AS DEFINED IN THE SHAREHOLDERS AGREEMENT OR NOT)

 

Management

 

For

 

For

 

 

MOLINA HEALTHCARE, INC.

 

Security

60855R100

Meeting Type

Annual

Ticker Symbol

MOH

Meeting Date

27-Apr-2016

Record Date

08-Mar-2016

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1A

 

ELECTION OF DIRECTOR: CHARLES Z. FEDAK

 

Management

 

For

 

For

 

1B

 

ELECTION OF DIRECTOR: JOHN C. MOLINA

 

Management

 

For

 

For

 

1C

 

ELECTION OF DIRECTOR: STEVEN J. ORLANDO

 

Management

 

For

 

For

 

2

 

RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2016.

 

Management

 

For

 

For

 

 


 

MYLAN N.V.

 

Security

N59465109

Meeting Type

Special

Ticker Symbol

MYL

Meeting Date

28-Aug-2015

Record Date

31-Jul-2015

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

APPROVAL UNDER ARTICLE 2:107A OF THE DUTCH CIVIL CODE OF THE ACQUISITION, DIRECTLY OR INDIRECTLY (WHETHER BY WAY OF AN OFFER (AND SUBSEQUENT COMPULSORY ACQUISITION) OR ANY OTHER LEGAL ARRANGEMENT) OF ALL OR ANY PORTION OF THE ORDINARY SHARES OF PERRIGO COMPANY PLC (“PERRIGO”) OUTSTANDING (ON A FULLY DILUTED ...(DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL).

 

Management

 

Against

 

Against

 

 

MYLAN N.V.

 

Security

N59465109

Meeting Type

Special

Ticker Symbol

MYL

Meeting Date

07-Jan-2016

Record Date

10-Dec-2015

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

PROPOSED RESOLUTION TO REDEEM ALL ISSUED PREFERRED SHARES, PAR VALUE 0.01 EURO PER SHARE, IN THE CAPITAL OF MYLAN N.V.

 

Management

 

For

 

For

 

 

MYLAN N.V.

 

Security

N59465109

Meeting Type

Annual

Ticker Symbol

MYL

Meeting Date

24-Jun-2016

Record Date

27-May-2016

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1A

 

ELECTION OF DIRECTOR: HEATHER BRESCH

 

Management

 

For

 

For

 

1B

 

ELECTION OF DIRECTOR: WENDY CAMERON

 

Management

 

For

 

For

 

1C

 

ELECTION OF DIRECTOR: HON. ROBERT J. CINDRICH

 

Management

 

For

 

For

 

1D

 

ELECTION OF DIRECTOR: ROBERT J. COURY

 

Management

 

For

 

For

 

1E

 

ELECTION OF DIRECTOR: JOELLEN LYONS DILLON

 

Management

 

For

 

For

 

1F

 

ELECTION OF DIRECTOR: NEIL DIMICK, C.P.A.

 

Management

 

For

 

For

 

1G

 

ELECTION OF DIRECTOR: MELINA HIGGINS

 

Management

 

For

 

For

 

1H

 

ELECTION OF DIRECTOR: DOUGLAS J. LEECH, C.P.A.

 

Management

 

For

 

For

 

1I

 

ELECTION OF DIRECTOR: RAJIV MALIK

 

Management

 

For

 

For

 

1J

 

ELECTION OF DIRECTOR: JOSEPH C. MAROON, M.D.

 

Management

 

For

 

For

 

1K

 

ELECTION OF DIRECTOR: MARK W. PARRISH

 

Management

 

For

 

For

 

1L

 

ELECTION OF DIRECTOR: RODNEY L. PIATT, C.P.A.

 

Management

 

For

 

For

 

1M

 

ELECTION OF DIRECTOR: RANDALL L. (PETE) VANDERVEEN, PH.D., R.PH.

 

Management

 

For

 

For

 

2

 

ADOPTION OF THE DUTCH ANNUAL ACCOUNTS FOR FISCAL YEAR 2015

 

Management

 

For

 

For

 

3

 

RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2016

 

Management

 

For

 

For

 

4

 

INSTRUCTION TO DELOITTE ACCOUNTANTS B.V. FOR THE AUDIT OF THE COMPANY’S DUTCH ANNUAL ACCOUNTS FOR FISCAL YEAR 2016

 

Management

 

For

 

For

 

5

 

APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS OF THE COMPANY

 

Management

 

For

 

For

 

6

 

RE-APPROVAL OF THE PERFORMANCE GOALS SET FORTH IN THE COMPANY’S 2003 LONG-TERM INCENTIVE PLAN

 

Management

 

For

 

For

 

7

 

AUTHORIZATION OF THE MYLAN BOARD TO ACQUIRE ORDINARY SHARES AND PREFERRED SHARES IN THE CAPITAL OF THE COMPANY

 

Management

 

For

 

For

 

 

NATERA, INC.

 

Security

632307104

Meeting Type

Annual

Ticker Symbol

NTRA

Meeting Date

07-Jun-2016

Record Date

19-Apr-2016

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

JAMES I. HEALY

 

 

 

For

 

For

 

 

 

2

EDWARD C. DRISCOLL, JR.

 

 

 

For

 

For

 

2

 

PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2016.

 

Management

 

For

 

For

 

 


 

NEUROCRINE BIOSCIENCES, INC.

 

Security

64125C109

Meeting Type

Annual

Ticker Symbol

NBIX

Meeting Date

20-May-2016

Record Date

12-Apr-2016

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

CORINNE H. NEVINNY

 

 

 

For

 

For

 

 

 

2

RICHARD F. POPS

 

 

 

For

 

For

 

 

 

3

STEPHEN SHERWIN, M.D.

 

 

 

For

 

For

 

2

 

ADVISORY VOTE TO APPROVE THE COMPENSATION PAID TO THE COMPANY’S NAMED EXECUTIVE OFFICERS.

 

Management

 

For

 

For

 

3

 

TO APPROVE AN AMENDMENT TO THE COMPANY’S CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER SHARES OF COMMON STOCK AUTHORIZED FOR ISSUANCE FROM 110,000,000 TO 220,000,000.

 

Management

 

For

 

For

 

4

 

TO APPROVE THE COMPANY’S 2011 EQUITY INCENTIVE PLAN, AS AMENDED.

 

Management

 

For

 

For

 

5

 

TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2016.

 

Management

 

For

 

For

 

 

NEUROVANCE, INC.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

11-Nov-2015

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

APPROVAL THAT THE TERMS AND CONDITIONS OF THE TERM SHEET, ARE JUST, EQUITABLE AND FAIR

 

Management

 

For

 

For

 

2

 

APPROVAL FOR THE COMPANY TO ENTER INTO A TERM SHEET WITH H.I.G. BIOVENTURES, LLC FOR A SERIES B PREFERRED STOCK FINANCING.

 

Management

 

For

 

For

 

 

NEUROVANCE, INC.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

09-Dec-2015

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

INCREASE THE SIZE OF THE COMPANY’S BOARD TO SEVEN (7) MEMBERS

 

Management

 

For

 

For

 

2

 

APPROVE THE BOARD’S EXPANSION OF THE COMPANY’S BOARD OF DIRECTORS TO SEVEN (7) DIRECTORS; AND OF THE ELECTION OF MR. BAILEY TO FILL THE VACANCY CREATED CREATED BY THAT EXPANSION

 

Management

 

For

 

For

 

3

 

APPROVE OF THE BOARD’S HAVING AUTHORIZED AND DIRECTED THAT THE COMPANY SHOULD ENTER INTO A CONSULTING AGREEMENT; AS WELL AS AN ASSOCIATED, NONQUALIFIED STOCK OPTION FOR SHARES OF COMMON STOCK UNDER THE COMPANY’S 2011 EQUITY INCENTIVE PLAN

 

Management

 

For

 

For

 

4

 

AUTHORIZE, EMPOWER AND DIRECT THE CHIEF EXECUTIVE OFFICER TO TAKE ANY AND ALL ACTIONS SUCH OFFICER DEEMS NECESSARY OR APPROPRIATE TO IMPLEMENT THE FOREGOING RESOLUTIONS

 

Management

 

For

 

For

 

 

NEUROVANCE, INC.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

22-Feb-2016

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

BRIDGE FINANCING

 

Management

 

For

 

For

 

 

NEUROVANCE, INC.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

29-Feb-2016

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

SECOND CLOSING MAJORITY FOR BRIDGE FINANCING

 

Management

 

For

 

For

 

 


 

NEUROVANCE, INC.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

27-Jun-2016

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

BRIDGE FINANCING

 

Management

 

For

 

For

 

 

PARATEK PHARMACEUTICALS, INC.

 

Security

699374302

Meeting Type

Annual

Ticker Symbol

PRTK

Meeting Date

08-Jun-2016

Record Date

11-Apr-2016

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

THOMAS J. DIETZ, PH.D.

 

 

 

For

 

For

 

 

 

2

EVAN LOH, M.D.

 

 

 

For

 

For

 

 

 

3

TIMOTHY R. FRANSON, M.D

 

 

 

For

 

For

 

2

 

PROPOSAL WITHDRAWN

 

Management

 

Abstain

 

 

 

3

 

TO RATIFY THE SELECTION BY THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2016.

 

Management

 

For

 

For

 

 

PFIZER INC.

 

Security

717081103

Meeting Type

Annual

Ticker Symbol

PFE

Meeting Date

28-Apr-2016

Record Date

01-Mar-2016

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1A

 

ELECTION OF DIRECTOR: DENNIS A. AUSIELLO

 

Management

 

For

 

For

 

1B

 

ELECTION OF DIRECTOR: W. DON CORNWELL

 

Management

 

For

 

For

 

1C

 

ELECTION OF DIRECTOR: JOSEPH J. ECHEVARRIA

 

Management

 

For

 

For

 

1D

 

ELECTION OF DIRECTOR: FRANCES D. FERGUSSON

 

Management

 

For

 

For

 

1E

 

ELECTION OF DIRECTOR: HELEN H. HOBBS

 

Management

 

For

 

For

 

1F

 

ELECTION OF DIRECTOR: JAMES M. KILTS

 

Management

 

For

 

For

 

1G

 

ELECTION OF DIRECTOR: SHANTANU NARAYEN

 

Management

 

For

 

For

 

1H

 

ELECTION OF DIRECTOR: SUZANNE NORA JOHNSON

 

Management

 

For

 

For

 

1I

 

ELECTION OF DIRECTOR: IAN C. READ

 

Management

 

For

 

For

 

1J

 

ELECTION OF DIRECTOR: STEPHEN W. SANGER

 

Management

 

For

 

For

 

1K

 

ELECTION OF DIRECTOR: JAMES C. SMITH

 

Management

 

For

 

For

 

2

 

RATIFY THE SELECTION OF KPMG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2016

 

Management

 

For

 

For

 

3

 

ADVISORY APPROVAL OF EXECUTIVE COMPENSATION

 

Management

 

For

 

For

 

4

 

SHAREHOLDER PROPOSAL REGARDING REPORT ON LOBBYING ACTIVITIES

 

Shareholder

 

Against

 

For

 

5

 

SHAREHOLDER PROPOSAL REGARDING POLICY ON DIRECTOR ELECTIONS

 

Shareholder

 

Against

 

For

 

6

 

SHAREHOLDER PROPOSAL REGARDING RIGHT TO ACT BY WRITTEN CONSENT

 

Shareholder

 

Against

 

For

 

7

 

SHAREHOLDER PROPOSAL REGARDING CERTAIN TAXABLE EVENTS

 

Shareholder

 

Against

 

For

 

 

PIERIS PHARMACEUTICALS INC

 

Security

720795103

Meeting Type

Annual

Ticker Symbol

PIRS

Meeting Date

28-Jun-2016

Record Date

06-May-2016

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

CHAU KHUONG

 

 

 

For

 

For

 

 

 

2

STEVEN PRELACK

 

 

 

For

 

For

 

2

 

PROPOSAL TO APPROVE THE COMPANY’S 2016 EMPLOYEE, DIRECTOR AND CONSULTANT EQUITY INCENTIVE PLAN.

 

Management

 

For

 

For

 

3

 

PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2016.

 

Management

 

For

 

For

 

 


 

REGENERON PHARMACEUTICALS, INC.

 

Security

75886F107

Meeting Type

Annual

Ticker Symbol

REGN

Meeting Date

10-Jun-2016

Record Date

14-Apr-2016

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.1

 

ELECTION OF DIRECTOR: MICHAEL S. BROWN

 

Management

 

For

 

For

 

1.2

 

ELECTION OF DIRECTOR: LEONARD S. SCHLEIFER

 

Management

 

For

 

For

 

1.3

 

ELECTION OF DIRECTOR: GEORGE D. YANCOPOULOS

 

Management

 

For

 

For

 

2

 

RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2016.

 

Management

 

For

 

For

 

 

SAGENT PHARMACEUTICALS, INC

 

Security

786692103

Meeting Type

Annual

Ticker Symbol

SGNT

Meeting Date

08-Jun-2016

Record Date

12-Apr-2016

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

MARY T. BEHRENS

 

 

 

For

 

For

 

 

 

2

MICHAEL FEKETE

 

 

 

For

 

For

 

 

 

3

ROBERT FLANAGAN

 

 

 

For

 

For

 

 

 

4

ANTHONY KRIZMAN

 

 

 

For

 

For

 

 

 

5

ALLAN OBERMAN

 

 

 

For

 

For

 

 

 

6

SHLOMO YANAI

 

 

 

For

 

For

 

2

 

TO RATIFY THE RETENTION OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2016.

 

Management

 

For

 

For

 

3

 

TO APPROVE THE SAGENT PHARMACEUTICALS, INC. 2016 INCENTIVE COMPENSATION PLAN.

 

Management

 

For

 

For

 

4

 

TO HOLD AN ADVISORY VOTE TO APPROVE THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS.

 

Management

 

For

 

For

 

 

SHIRE PLC

 

Security

82481R106

Meeting Type

Annual

Ticker Symbol

SHPG

Meeting Date

28-Apr-2016

Record Date

18-Mar-2016

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

TO RECEIVE THE COMPANY’S ANNUAL REPORT AND ACCOUNTS FOR THE YEAR ENDED DECEMBER 31, 2015.

 

Management

 

For

 

For

 

2

 

TO APPROVE THE DIRECTORS’ REMUNERATION REPORT, EXCLUDING THE DIRECTORS’ REMUNERATION POLICY, SET OUT ON PAGES 76 TO 101 OF THE ANNUAL REPORT AND ACCOUNTS FOR THE YEAR ENDED DECEMBER 31, 2015.

 

Management

 

For

 

For

 

3

 

TO RE-ELECT DOMINIC BLAKEMORE AS A DIRECTOR.

 

Management

 

For

 

For

 

4

 

TO ELECT OLIVIER BOHUON AS A DIRECTOR.

 

Management

 

For

 

For

 

5

 

TO RE-ELECT WILLIAM BURNS AS A DIRECTOR.

 

Management

 

For

 

For

 

6

 

TO RE-ELECT DR. STEVEN GILLIS AS A DIRECTOR.

 

Management

 

For

 

For

 

7

 

TO RE-ELECT DR. DAVID GINSBURG AS A DIRECTOR.

 

Management

 

For

 

For

 

8

 

TO RE-ELECT SUSAN KILSBY AS A DIRECTOR.

 

Management

 

For

 

For

 

9

 

TO ELECT SARA MATHEW AS A DIRECTOR.

 

Management

 

For

 

For

 

10

 

TO RE-ELECT ANNE MINTO AS A DIRECTOR.

 

Management

 

For

 

For

 

11

 

TO RE-ELECT DR. FLEMMING ORNSKOV AS A DIRECTOR.

 

Management

 

For

 

For

 

12

 

TO ELECT JEFFREY POULTON AS A DIRECTOR.

 

Management

 

For

 

For

 

13

 

TO RE-APPOINT DELOITTE LLP AS THE COMPANY’S AUDITOR UNTIL THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF THE COMPANY.

 

Management

 

For

 

For

 

14

 

TO AUTHORIZE THE AUDIT, COMPLIANCE & RISK COMMITTEE TO DETERMINE THE REMUNERATION OF THE AUDITOR.

 

Management

 

For

 

For

 

15

 

THAT THE AUTHORITY TO ALLOT RELEVANT SECURITIES (AS DEFINED IN THE COMPANY’S ARTICLES OF ASSOCIATION (THE “ARTICLES”)) CONFERRED ON THE DIRECTORS BY ARTICLE 10 PARAGRAPH (B) OF THE ARTICLES BE RENEWED AND FOR THIS PURPOSE THE AUTHORISED ALLOTMENT AMOUNT SHALL BE: (A)  9,886,710.20 OF RELEVANT SECURITIES; AND (B) SOLELY IN CONNECTION WITH AN ALLOTMENT PURSUANT TO AN OFFER BY WAY OF A RIGHTS ISSUE (AS DEFINED IN THE ARTICLES, BUT ONLY IF AND TO THE EXTENT THAT SUCH OFFER IS ... (DUE TO SPACE LIMITS, SEE PROXY MATERIAL FOR FULL PROPOSAL)

 

Management

 

For

 

For

 

16

 

THAT, SUBJECT TO THE PASSING OF RESOLUTION 15, THE AUTHORITY TO ALLOT EQUITY SECURITIES (AS DEFINED IN THE COMPANY’S ARTICLES OF ASSOCIATION (THE “ARTICLES”)) WHOLLY FOR CASH CONFERRED ON THE DIRECTORS BY ARTICLE 10 PARAGRAPH (D) OF THE ARTICLES BE RENEWED AND FOR THIS PURPOSE THE NON PRE-EMPTIVE AMOUNT (AS DEFINED IN THE ARTICLES) SHALL BE 3,005,870.30 AND THE ALLOTMENT PERIOD SHALL BE THE PERIOD COMMENCING ON APRIL 28, 2016, AND ENDING ON THE EARLIER OF JULY 27, 2017, ... (DUE TO SPACE LIMITS, SEE PROXY MATERIAL FOR FULL PROPOSAL)

 

Management

 

For

 

For

 

17

 

THAT THE COMPANY BE AND IS HEREBY GENERALLY AND UNCONDITIONALLY AUTHORIZED: (A) PURSUANT TO ARTICLE 57 OF THE COMPANIES (JERSEY) LAW 1991 TO MAKE MARKET PURCHASES OF ORDINARY SHARES IN THE CAPITAL OF THE COMPANY, PROVIDED THAT: (1) THE MAXIMUM NUMBER OF ORDINARY SHARES HEREBY AUTHORIZED TO BE PURCHASED IS 59,320,261; (2) THE MINIMUM PRICE, EXCLUSIVE OF ANY EXPENSES, WHICH MAY BE PAID FOR AN ORDINARY SHARE IS FIVE PENCE; (3) THE MAXIMUM PRICE, EXCLUSIVE OF ANY EXPENSES, WHICH MAY BE PAID ... (DUE TO SPACE LIMITS, SEE PROXY MATERIAL FOR FULL PROPOSAL)

 

Management

 

For

 

For

 

18

 

THAT THE AUTHORIZED SHARE CAPITAL OF THE COMPANY BE INCREASED FROM 50,000,002 TO 75,000,002, TO BE DIVIDED INTO 1,500,000,000 SHARES DESIGNATED AS ORDINARY SHARES WITH A PAR VALUE OF 5P EACH AND 2 SHARES DESIGNATED AS SUBSCRIBER ORDINARY SHARES WITH A PAR VALUE OF 1 EACH, AND THAT THE COMPANY’S MEMORANDUM OF ASSOCIATION BE AMENDED ACCORDINGLY.

 

Management

 

For

 

For

 

19

 

THAT, WITH EFFECT FROM THE CONCLUSION OF THE ANNUAL GENERAL MEETING, THE COMPANY’S ARTICLES OF ASSOCIATION BE AMENDED AND THOSE ARTICLES PRODUCED TO THE MEETING AND INITIALED BY THE CHAIRMAN BE ADOPTED AS THE COMPANY’S ARTICLES OF ASSOCIATION, IN SUBSTITUTION FOR, AND TO THE EXCLUSION OF, THE EXISTING ARTICLES OF ASSOCIATION OF THE COMPANY.

 

Management

 

For

 

For

 

20

 

TO APPROVE THAT A GENERAL MEETING OF THE COMPANY, OTHER THAN AN ANNUAL GENERAL MEETING, MAY BE CALLED ON NOT LESS THAN 14 CLEAR DAYS’ NOTICE.

 

Management

 

For

 

For

 

 


 

SHIRE PLC

 

Security

82481R106

Meeting Type

Annual

Ticker Symbol

SHPG

Meeting Date

27-May-2016

Record Date

21-Apr-2016

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

APPROVAL OF THE MERGER, ALLOTMENT OF SHARES AND INCREASE IN BORROWING LIMIT THAT: (A) THE PROPOSED COMBINATION BY THE COMPANY, THROUGH ITS WHOLLY-OWNED SUBSIDIARY, BEARTRACKS, INC., WITH THE OUTSTANDING COMMON STOCK WITH BAXALTA INC. (THE “MERGER”), ON THE TERMS AND CONDITIONS SET OUT IN THE MERGER AGREEMENT (AS DEFINED IN, AND PARTICULARS OF WHICH ARE SUMMARISED IN, THE CIRCULAR OF THE COMPANY DATED 18 APRIL 2016), TOGETHER WITH ALL OTHER AGREEMENTS AND ANCILLARY ARRANGEMENTS ... (DUE TO SPACE LIMITS, SEE PROXY MATERIAL FOR FULL PROPOSAL)

 

Management

 

For

 

For

 

2

 

AUTHORITY TO ALLOT SHARES THAT, SUBJECT TO AND CONDITIONAL UPON THE MERGER HAVING BEEN IMPLEMENTED AND THE NEW ORDINARY SHARES IN THE COMPANY HAVING BEEN ISSUED PURSUANT THERETO, ANY PREVIOUS AUTHORITY TO ALLOT RELEVANT SECURITIES (AS DEFINED IN THE ARTICLES), CONFERRED ON THE DIRECTORS BY SHAREHOLDERS PURSUANT TO ARTICLE 10 OF THE ARTICLES (INCLUDING ANY UNUSED AUTHORITY CONFERRED BY RESOLUTION 1 ABOVE) BE CANCELLED AND THE AUTHORITY TO ALLOT RELEVANT SECURITIES CONFERRED ON THE ... (DUE TO SPACE LIMITS, SEE PROXY MATERIAL FOR FULL PROPOSAL)

 

Management

 

For

 

For

 

3

 

DISAPPLICATION OF PRE-EMPTION RIGHTS: THAT, SUBJECT TO THE PASSING OF RESOLUTION 2 AND SUBJECT TO AND CONDITIONAL UPON THE MERGER HAVING BEEN IMPLEMENTED AND THE NEW ORDINARY SHARES IN THE COMPANY HAVING BEEN ISSUED PURSUANT THERETO, ANY PREVIOUS AUTHORITY TO ALLOT EQUITY SECURITIES (AS DEFINED IN THE ARTICLES) WHOLLY FOR CASH CONFERRED ON THE DIRECTORS BY SHAREHOLDERS PURSUANT TO ARTICLE 10 OF THE ARTICLES OF ASSOCIATION BE CANCELLED AND THE AUTHORITY TO ALLOT EQUITY ... (DUE TO SPACE LIMITS, SEE PROXY MATERIAL FOR FULL PROPOSAL)

 

Management

 

For

 

For

 

4

 

PURCHASE OF OWN SHARES: THAT, SUBJECT TO AND CONDITIONAL UPON THE MERGER HAVING BEEN IMPLEMENTED AND THE NEW ORDINARY SHARES IN THE COMPANY HAVING BEEN ISSUED PURSUANT THERETO, ANY PREVIOUS AUTHORITY CONFERRED ON THE COMPANY TO MAKE MARKET PURCHASES OF ITS SHARES AND TO HOLD TREASURY SHARES BE CANCELLED AND THE COMPANY BE GENERALLY AND UNCONDITIONALLY AUTHORISED: (A) PURSUANT TO ARTICLE 57 OF THE COMPANIES (JERSEY) LAW 1991 TO MAKE MARKET PURCHASES OF ORDINARY SHARES IN THE ... (DUE TO SPACE LIMITS, SEE PROXY MATERIAL FOR FULL PROPOSAL)

 

Management

 

For

 

For

 

 


 

TETRAPHASE PHARMACEUTICALS, INC.

 

Security

88165N105

Meeting Type

Annual

Ticker Symbol

TTPH

Meeting Date

08-Jun-2016

Record Date

14-Apr-2016

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

GAREN BOHLIN

 

 

 

For

 

For

 

 

 

2

JOHN FREUND

 

 

 

For

 

For

 

2

 

TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2016

 

Management

 

For

 

For

 

3

 

TO APPROVE, ON AN ADVISORY BASIS, OUR EXECUTIVE COMPENSATION

 

Management

 

For

 

For

 

4

 

TO RECOMMEND, ON AN ADVISORY BASIS, THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION

 

Management

 

1 Year

 

For

 

 


 

TEVA PHARMACEUTICAL INDUSTRIES LIMITED

 

Security

881624209

Meeting Type

Annual

Ticker Symbol

TEVA

Meeting Date

03-Sep-2015

Record Date

04-Aug-2015

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1A

 

ELECTION OF DIRECTOR: ROGER ABRAVANEL

 

Management

 

For

 

For

 

1B

 

ELECTION OF DIRECTOR: ROSEMARY A. CRANE

 

Management

 

For

 

For

 

1C

 

ELECTION OF DIRECTOR: GERALD M. LIEBERMAN

 

Management

 

For

 

For

 

1D

 

ELECTION OF DIRECTOR: GALIA MAOR

 

Management

 

For

 

For

 

2

 

TO APPOINT GABRIELLE GREENE-SULZBERGER TO SERVE AS A STATUTORY INDEPENDENT DIRECTOR FOR A TERM OF THREE YEARS, COMMENCING FOLLOWING THE MEETING, AND TO APPROVE HER REMUNERATION AND BENEFITS.

 

Management

 

For

 

For

 

3A

 

TO APPROVE AN AMENDMENT TO THE COMPANY’S COMPENSATION POLICY WITH RESPECT TO DIRECTOR REMUNERATION.

 

Management

 

For

 

For

 

3A1

 

DO YOU HAVE A “PERSONAL INTEREST” IN PROPOSAL 3A? NOTE: PROPOSAL 3A1, FOR=YES AGAINST=NO

 

Management

 

Against

 

 

 

3B

 

TO APPROVE THE REMUNERATION TO BE PROVIDED TO THE COMPANY’S DIRECTORS.

 

Management

 

For

 

For

 

3C

 

TO APPROVE THE REMUNERATION TO BE PROVIDED TO PROF. YITZHAK PETERBURG, CHAIRMAN OF THE BOARD OF DIRECTORS.

 

Management

 

For

 

For

 

4A

 

TO APPROVE AN AMENDMENT TO THE TERMS OF OFFICE AND EMPLOYMENT OF THE COMPANY’S PRESIDENT AND CHIEF EXECUTIVE OFFICER, MR. EREZ VIGODMAN.

 

Management

 

For

 

For

 

4B

 

TO APPROVE THE PAYMENT OF A SPECIAL BONUS TO THE COMPANY’S PRESIDENT AND CHIEF EXECUTIVE OFFICER, MR. EREZ VIGODMAN.

 

Management

 

For

 

For

 

5

 

TO APPROVE THE COMPANY’S 2015 LONG-TERM EQUITY-BASED INCENTIVE PLAN.

 

Management

 

For

 

For

 

6

 

TO APPOINT KESSELMAN & KESSELMAN, A MEMBER OF PRICEWATERHOUSECOOPERS INTERNATIONAL LTD., AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM UNTIL THE 2016 ANNUAL MEETING OF SHAREHOLDERS.

 

Management

 

For

 

For

 

 


 

TEVA PHARMACEUTICAL INDUSTRIES LIMITED

 

Security

881624209

Meeting Type

Special

Ticker Symbol

TEVA

Meeting Date

05-Nov-2015

Record Date

06-Oct-2015

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

APPROVAL OF THE CREATION OF A NEW CLASS OF MANDATORY CONVERTIBLE PREFERRED SHARES, NOMINAL (PAR) VALUE NIS 0.1 PER SHARE AND THE DEFINITION OF THEIR TERMS, AND CERTAIN RELATED AMENDMENTS TO TEVA’S ARTICLES OF ASSOCIATION AND MEMORANDUM OF ASSOCIATION.

 

Management

 

For

 

For

 

 

TEVA PHARMACEUTICAL INDUSTRIES LIMITED

 

Security

881624209

Meeting Type

Annual

Ticker Symbol

TEVA

Meeting Date

18-Apr-2016

Record Date

21-Mar-2016

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1A

 

ELECTION OF DIRECTOR TO SERVE UNTIL THE 2019 ANNUAL MEETING: PROF. YITZHAK PETERBURG

 

Management

 

For

 

For

 

1B

 

ELECTION OF DIRECTOR TO SERVE UNTIL THE 2019 ANNUAL MEETING: DR. ARIE BELLDEGRUN

 

Management

 

For

 

For

 

1C

 

ELECTION OF DIRECTOR TO SERVE UNTIL THE 2019 ANNUAL MEETING: MR. AMIR ELSTEIN

 

Management

 

For

 

For

 

2

 

TO APPROVE AN AMENDED COMPENSATION POLICY WITH RESPECT TO THE TERMS OF OFFICE AND EMPLOYMENT OF THE COMPANY’S “OFFICE HOLDERS” (AS DEFINED IN THE ISRAELI COMPANIES LAW), SUBSTANTIALLY IN THE FORM ATTACHED AS EXHIBIT A TO THE PROXY STATEMENT.

 

Management

 

For

 

For

 

2A

 

PLEASE INDICATE WHETHER OR NOT YOU ARE A “CONTROLLING SHAREHOLDER” OF THE COMPANY OR WHETHER OR NOT YOU HAVE A PERSONAL BENEFIT OR OTHER INTEREST IN THIS PROPOSAL: FOR = YES AND AGAINST = NO.

 

Management

 

Against

 

 

 

3A

 

WITH RESPECT TO THE TERMS OF OFFICE AND EMPLOYMENT OF THE COMPANY’S PRESIDENT AND CHIEF EXECUTIVE OFFICER, MR. EREZ VIGODMAN: TO APPROVE INCREASES IN HIS BASE SALARY.

 

Management

 

For

 

For

 

3B

 

WITH RESPECT TO THE TERMS OF OFFICE AND EMPLOYMENT OF THE COMPANY’S PRESIDENT AND CHIEF EXECUTIVE OFFICER, MR. EREZ VIGODMAN: TO APPROVE AN AMENDMENT TO HIS ANNUAL CASH BONUS OBJECTIVES AND PAYOUT TERMS FOR 2016 AND GOING FORWARD.

 

Management

 

For

 

For

 

3C

 

WITH RESPECT TO THE TERMS OF OFFICE AND EMPLOYMENT OF THE COMPANY’S PRESIDENT AND CHIEF EXECUTIVE OFFICER, MR. EREZ VIGODMAN: TO APPROVE AN AMENDMENT TO HIS ANNUAL EQUITY AWARDS FOR EACH YEAR COMMENCING IN 2016.

 

Management

 

For

 

For

 

4

 

TO APPROVE AN AMENDMENT TO THE 2015 LONG- TERM EQUITY-BASED INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES AVAILABLE FOR ISSUANCE THEREUNDER.

 

Management

 

For

 

For

 

5

 

TO APPOINT KESSELMAN & KESSELMAN, A MEMBER OF PRICEWATERHOUSECOOPERS INTERNATIONAL LTD., AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM UNTIL THE 2017 ANNUAL MEETING OF SHAREHOLDERS.

 

Management

 

For

 

For

 

 


 

THE MEDICINES COMPANY

 

Security

584688105

Meeting Type

Annual

Ticker Symbol

MDCO

Meeting Date

26-May-2016

Record Date

15-Apr-2016

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1A

 

ELECTION OF DIRECTOR: WILLIAM W. CROUSE

 

Management

 

For

 

For

 

1B

 

ELECTION OF DIRECTOR: JOHN C. KELLY

 

Management

 

For

 

For

 

1C

 

ELECTION OF DIRECTOR: HIROAKI SHIGETA

 

Management

 

For

 

For

 

2

 

APPROVE AN AMENDMENT TO THE COMPANY’S CERTIFICATE OF INCORPORATION TO PROVIDE FOR THE PHASED DECLASSIFICATION OF OUR BOARD OF DIRECTORS TO BE COMPLETED UPON THE ELECTION OF DIRECTORS AT OUR 2018 ANNUAL MEETING OF STOCKHOLDERS.

 

Management

 

For

 

For

 

3

 

APPROVE THE 2013 STOCK INCENTIVE PLAN, AS AMENDED, TO INCREASE THE NUMBER OF AUTHORIZED SHARES.

 

Management

 

For

 

For

 

4

 

APPROVE THE 2010 EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED, TO INCREASE THE NUMBER OF AUTHORIZED SHARES.

 

Management

 

For

 

For

 

5

 

APPROVE, IN AN ADVISORY VOTE, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS PRESENTED IN THE PROXY STATEMENT.

 

Management

 

For

 

For

 

6

 

RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2016.

 

Management

 

For

 

For

 

 

THERMO FISHER SCIENTIFIC INC.

 

Security

883556102

Meeting Type

Annual

Ticker Symbol

TMO

Meeting Date

18-May-2016

Record Date

28-Mar-2016

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1A

 

ELECTION OF DIRECTOR: MARC N. CASPER

 

Management

 

For

 

For

 

1B

 

ELECTION OF DIRECTOR: NELSON J. CHAI

 

Management

 

For

 

For

 

1C

 

ELECTION OF DIRECTOR: C. MARTIN HARRIS

 

Management

 

For

 

For

 

1D

 

ELECTION OF DIRECTOR: TYLER JACKS

 

Management

 

For

 

For

 

1E

 

ELECTION OF DIRECTOR: JUDY C. LEWENT

 

Management

 

For

 

For

 

1F

 

ELECTION OF DIRECTOR: THOMAS J. LYNCH

 

Management

 

For

 

For

 

1G

 

ELECTION OF DIRECTOR: JIM P. MANZI

 

Management

 

For

 

For

 

1H

 

ELECTION OF DIRECTOR: WILLIAM G. PARRETT

 

Management

 

For

 

For

 

1I

 

ELECTION OF DIRECTOR: SCOTT M. SPERLING

 

Management

 

For

 

For

 

1J

 

ELECTION OF DIRECTOR: ELAINE S. ULLIAN

 

Management

 

For

 

For

 

2

 

AN ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION.

 

Management

 

For

 

For

 

3

 

RATIFICATION OF THE AUDIT COMMITTEE’S SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT AUDITORS FOR 2016.

 

Management

 

For

 

For

 

 

THEROX, INC.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

20-Apr-2016

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

APPROVAL OF REVERSE STOCK SPLIT

 

Management

 

For

 

For

 

 

ULTRAGENYX PHARMACEUTICAL INC.

 

Security

90400D108

Meeting Type

Annual

Ticker Symbol

RARE

Meeting Date

09-Jun-2016

Record Date

12-Apr-2016

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1A

 

ELECTION OF DIRECTOR: WILLIAM ALISKI

 

Management

 

For

 

For

 

1B

 

ELECTION OF DIRECTOR: LARS EKMAN, M.D., PH.D.

 

Management

 

For

 

For

 

1C

 

ELECTION OF DIRECTOR: MATTHEW K. FUST

 

Management

 

For

 

For

 

2

 

RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2016.

 

Management

 

For

 

For

 

3

 

ADVISORY (NON-BINDING) VOTE TO APPROVE THE COMPANY’S EXECUTIVE COMPENSATION.

 

Management

 

For

 

For

 

4

 

ADVISORY (NON-BINDING) VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES TO APPROVE EXECUTIVE COMPENSATION.

 

Management

 

1 Year

 

For

 

 


 

UNIVERSAL HEALTH SERVICES, INC.

 

Security

913903100

Meeting Type

Annual

Ticker Symbol

UHS

Meeting Date

18-May-2016

Record Date

22-Mar-2016

 

 

 

 

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

ROBERT H. HOTZ

 

 

 

For

 

For

 

2

 

PROPOSAL TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP, AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2016.

 

Management

 

For

 

For

 

3

 

TO ACT ON A SHAREHOLDER PROPOSAL REGARDING PROXY ACCESS IF PROPERLY PRESENTED AT THE MEETING.

 

Shareholder

 

Against

 

For

 

 

VENITI, INC.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

04-Dec-2015

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

INCREASE IN SIZE OF BOARD; AMENDMENT OF VOTING AGREEMENT

 

Management

 

For

 

For

 

2

 

INCREASE IN 2010 EQUITY INCENTIVE PLAN

 

Management

 

For

 

For

 

3

 

OMNIBUS RESOLUTIONS

 

Management

 

For

 

For

 

 

VERTEX PHARMACEUTICALS INCORPORATED

 

Security

92532F100

Meeting Type

Annual

Ticker Symbol

VRTX

Meeting Date

15-Jun-2016

Record Date

20-Apr-2016

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

JOSHUA BOGER

 

 

 

For

 

For

 

 

 

2

TERRENCE C. KEARNEY

 

 

 

For

 

For

 

 

 

3

YUCHUN LEE

 

 

 

For

 

For

 

 

 

4

ELAINE S. ULLIAN

 

 

 

For

 

For

 

2

 

RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2016.

 

Management

 

For

 

For

 

3

 

ADVISORY VOTE ON OUR NAMED EXECUTIVE OFFICER COMPENSATION.

 

Management

 

For

 

For

 

4

 

SHAREHOLDER PROPOSAL, IF PROPERLY PRESENTED AT THE MEETING, REQUESTING THAT WE TAKE NECESSARY STEPS TO DECLASSIFY OUR BOARD OF DIRECTORS.

 

Shareholder

 

Against

 

For

 

5

 

SHAREHOLDER PROPOSAL, IF PROPERLY PRESENTED AT THE MEETING, REQUESTING THAT WE ADOPT A POLICY LIMITING ACCELERATION OF EQUITY AWARDS TO SENIOR EXECUTIVES UPON A CHANGE OF CONTROL.

 

Shareholder

 

Against

 

For

 

6

 

SHAREHOLDER PROPOSAL, IF PROPERLY PRESENTED AT THE MEETING, REQUESTING THAT WE ADOPT A POLICY REQUIRING THAT SENIOR EXECUTIVES RETAIN A PERCENTAGE OF THEIR EQUITY AWARDS.

 

Shareholder

 

Against

 

For

 

7

 

SHAREHOLDER PROPOSAL, IF PROPERLY PRESENTED AT THE MEETING, REQUESTING A REPORT ASSESSING THE FEASIBILITY OF INTEGRATING SUSTAINABILITY INTO PERFORMANCE MEASURES FOR SENIOR EXECUTIVE COMPENSATION.

 

Shareholder

 

Against

 

For

 

 


 

SIGNATURES

 

Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

(Registrant)

Tekla Healthcare Investors

 

 

 

 

By (Signature and Title)*

 

 

 

 

 

 

/s/ Daniel R. Omstead

 

 

(Daniel R. Omstead, President)

 

 

 

 

Date

8/29/16

 

 

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

 

2