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: 7/1/16-6/30/17

 

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

ABBOTT LABORATORIES

 

Security

002824100

Meeting Type

Annual

Ticker Symbol

ABT

Meeting Date

28-Apr-2017

Record Date

01-Mar-2017

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1              R.J. ALPERN

 

 

 

For

 

For

 

 

 

2              R.S. AUSTIN

 

 

 

For

 

For

 

 

 

3              S.E. BLOUNT

 

 

 

For

 

For

 

 

 

4              E.M. LIDDY

 

 

 

For

 

For

 

 

 

5              N. MCKINSTRY

 

 

 

For

 

For

 

 

 

6              P.N. NOVAKOVIC

 

 

 

For

 

For

 

 

 

7              W.A. OSBORN

 

 

 

For

 

For

 

 

 

8              S.C. SCOTT III

 

 

 

For

 

For

 

 

 

9              D.J. STARKS

 

 

 

For

 

For

 

 

 

10           G.F. TILTON

 

 

 

For

 

For

 

 

 

11           M.D. WHITE

 

 

 

For

 

For

 

2.

 

RATIFICATION OF ERNST & YOUNG LLP AS AUDITORS.

 

Management

 

For

 

For

 

3.

 

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

 

Management

 

For

 

For

 

4.

 

SAY WHEN ON PAY - AN ADVISORY VOTE TO APPROVE THE FREQUENCY OF SHAREHOLDER VOTES ON EXECUTIVE COMPENSATION.

 

Management

 

1 Year

 

For

 

5.

 

APPROVAL OF THE ABBOTT LABORATORIES 2017 INCENTIVE STOCK PROGRAM

 

Management

 

For

 

For

 

6.

 

APPROVAL OF THE ABBOTT LABORATORIES 2017 EMPLOYEE STOCK PURCHASE PLAN FOR NON-U.S. EMPLOYEES.

 

Management

 

For

 

For

 

7.

 

SHAREHOLDER PROPOSAL - INDEPENDENT BOARD CHAIRMAN.

 

Shareholder

 

Against

 

For

 

 

AKORN, INC.

 

Security

009728106

Meeting Type

Special

Ticker Symbol

AKRX

Meeting Date

16-Dec-2016

Record Date

28-Oct-2016

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

1.

 

PROPOSAL TO APPROVE THE AKORN, INC. 2016 EMPLOYEE STOCK PURCHASE PLAN.

 

Management

 

For

 

For

 

2.

 

PROPOSAL TO APPROVE THE AMENDMENT AND RESTATEMENT OF THE AKORN, INC. 2014 STOCK OPTION PLAN.

 

Management

 

For

 

For

 

 


 

AKORN, INC.

 

Security

009728106

Meeting Type

Annual

Ticker Symbol

AKRX

Meeting Date

27-Apr-2017

Record Date

13-Mar-2017

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

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 THE YEAR ENDING DECEMBER 31, 2017.

 

Management

 

For

 

For

 

3.

 

PROPOSAL TO APPROVE THE 2017 OMNIBUS INCENTIVE COMPENSATION PLAN.

 

Management

 

For

 

For

 

4.

 

PROPOSAL TO APPROVE, THROUGH A NON- BINDING ADVISORY VOTE, THE FREQUENCY OF FUTURE NON-BINDING ADVISORY VOTES ON THE COMPANY’S EXECUTIVE COMPENSATION PROGRAMS.

 

Management

 

1 Year

 

For

 

5.

 

PROPOSAL TO APPROVE, THROUGH A NON-BINDING ADVISORY VOTE, THE COMPANY’S EXECUTIVE COMPENSATION PROGRAM AS DESCRIBED IN THE COMPANY’S 2017 PROXY STATEMENT.

 

Management

 

For

 

For

 

 

AKORN, INC.

 

Security

009728106

Meeting Type

Special

Ticker Symbol

AKRX

Meeting Date

19-Jul-2017

Record Date

09-Jun-2017

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

1.

 

TO APPROVE THE AGREEMENT AND PLAN OF MERGER, DATED AS OF APRIL 24, 2017, BY AND AMONG FRESENIUS KABI AG, QUERCUS ACQUISITION, INC., AKORN, INC. AND, SOLELY FOR PURPOSES OF ARTICLE VIII THEREIN, FRESENIUS SE & CO. KGAA.

 

Management

 

For

 

For

 

2.

 

TO APPROVE, BY NON-BINDING, ADVISORY VOTE, THE COMPENSATION THAT MAY BE PAID OR MAY BECOME PAYABLE TO AKORN, INC.’S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH, OR FOLLOWING, THE CONSUMMATION OF THE MERGER CONTEMPLATED BY THE AGREEMENT AND PLAN OF MERGER.

 

Management

 

For

 

For

 

3.

 

TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING TO A LATER DATE OR TIME, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IN THE EVENT THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF TO ADOPT THE AGREEMENT AND PLAN OF MERGER.

 

Management

 

For

 

For

 

 


 

ALEXION PHARMACEUTICALS, INC.

 

Security

015351109

Meeting Type

Annual

Ticker Symbol

ALXN

Meeting Date

10-May-2017

Record Date

14-Mar-2017

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

1A.

 

ELECTION OF DIRECTOR: FELIX J. BAKER

 

Management

 

For

 

For

 

1B.

 

ELECTION OF DIRECTOR: DAVID R. BRENNAN

 

Management

 

For

 

For

 

1C.

 

ELECTION OF DIRECTOR: M. MICHELE BURNS

 

Management

 

For

 

For

 

1D.

 

ELECTION OF DIRECTOR: CHRISTOPHER J. COUGHLIN

 

Management

 

For

 

For

 

1E.

 

ELECTION OF DIRECTOR: LUDWIG N. HANTSON

 

Management

 

For

 

For

 

1F.

 

ELECTION OF DIRECTOR: JOHN T. MOLLEN

 

Management

 

For

 

For

 

1G.

 

ELECTION OF DIRECTOR: R. DOUGLAS NORBY

 

Management

 

For

 

For

 

1H.

 

ELECTION OF DIRECTOR: ALVIN S. PARVEN

 

Management

 

For

 

For

 

1I.

 

ELECTION OF DIRECTOR: ANDREAS RUMMELT

 

Management

 

For

 

For

 

1J.

 

ELECTION OF DIRECTOR: ANN M. VENEMAN

 

Management

 

For

 

For

 

2.

 

TO APPROVE ALEXION’S 2017 INCENTIVE PLAN.

 

Management

 

For

 

For

 

3.

 

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

 

Management

 

For

 

For

 

4.

 

APPROVAL OF A NON-BINDING ADVISORY VOTE OF THE 2016 COMPENSATION PAID TO ALEXION’S NAMED EXECUTIVE OFFICERS.

 

Management

 

For

 

For

 

5.

 

TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION.

 

Management

 

1 Year

 

For

 

6.

 

TO REQUEST THE BOARD IMPLEMENT CONFIDENTIAL SHAREHOLDER VOTING ON EXECUTIVE PAY MATTERS.

 

Shareholder

 

Against

 

For

 

 


 

ALLERGAN PLC

 

Security

G0177J108

Meeting Type

Annual

Ticker Symbol

AGN

Meeting Date

04-May-2017

Record Date

08-Mar-2017

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

1A.

 

ELECTION OF DIRECTOR: NESLI BASGOZ, M.D.

 

Management

 

For

 

For

 

1B.

 

ELECTION OF DIRECTOR: PAUL M. BISARO

 

Management

 

For

 

For

 

1C.

 

ELECTION OF DIRECTOR: JAMES H. BLOEM

 

Management

 

For

 

For

 

1D.

 

ELECTION OF DIRECTOR: CHRISTOPHER W. BODINE

 

Management

 

For

 

For

 

1E.

 

ELECTION OF DIRECTOR: ADRIANE M. BROWN

 

Management

 

For

 

For

 

1F.

 

ELECTION OF DIRECTOR: CHRISTOPHER J. COUGHLIN

 

Management

 

For

 

For

 

1G.

 

ELECTION OF DIRECTOR: CATHERINE M. KLEMA

 

Management

 

For

 

For

 

1H.

 

ELECTION OF DIRECTOR: PETER J. MCDONNELL, M.D.

 

Management

 

For

 

For

 

1I.

 

ELECTION OF DIRECTOR: PATRICK J. O’SULLIVAN

 

Management

 

For

 

For

 

1J.

 

ELECTION OF DIRECTOR: BRENTON L. SAUNDERS

 

Management

 

For

 

For

 

1K.

 

ELECTION OF DIRECTOR: RONALD R. TAYLOR

 

Management

 

For

 

For

 

1L.

 

ELECTION OF DIRECTOR: FRED G. WEISS

 

Management

 

For

 

For

 

2.

 

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

 

Management

 

For

 

For

 

3.

 

TO RECOMMEND, IN A NON-BINDING VOTE, WHETHER A SHAREHOLDER VOTE TO APPROVE THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS SHOULD OCCUR EVERY ONE, TWO OR THREE YEARS.

 

Management

 

1 Year

 

For

 

4.

 

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, 2017 AND TO AUTHORIZE, IN A BINDING VOTE, THE BOARD OF DIRECTORS, ACTING THROUGH ITS AUDIT AND COMPLIANCE COMMITTEE, TO DETERMINE PRICEWATERHOUSECOOPERS LLP’S REMUNERATION.

 

Management

 

For

 

For

 

5.

 

TO APPROVE THE MATERIAL TERMS OF THE PERFORMANCE GOALS FOR THE PURPOSES OF SECTION 162(M) UNDER THE ALLERGAN PLC 2017 ANNUAL INCENTIVE COMPENSATION PLAN.

 

Management

 

For

 

For

 

6.

 

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

23-Jun-2017

Record Date

28-Apr-2017

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

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 TO AUTHORIZE THE BOARD OF DIRECTORS OF THE COMPANY TO AMEND THE COMPANY’S CERTIFICATE OF INCORPORATION IN ITS DISCRETION BUT PRIOR TO THE ANNUAL MEETING OF THE COMPANY’S STOCKHOLDERS IN 2018, TO EFFECT A REVERSE STOCK SPLIT OF THE COMPANY’S COMMON STOCK, AT A RATIO IN THE RANGE OF 1-FOR-3 TO 1-FOR-13.

 

Management

 

For

 

For

 

3.

 

APPROVAL OF AN AMENDMENT TO THE COMPANY’S 2014 LONG-TERM INCENTIVE PLAN, TO INCREASE THE AGGREGATE NUMBER OF SHARES OF COMMON STOCK RESERVED FOR ISSUANCE UNDER THE 2014 PLAN BY AN ADDITIONAL 4,000,000 SHARES, TO A TOTAL OF 9,500,000 SHARES.

 

Management

 

For

 

For

 

4.

 

TO APPROVE THE ISSUANCE OF MORE THAN 19.99% OF THE COMPANY’S OUTSTANDING COMMON STOCK AT A PRICE PER SHARE LESS THAN BOOK OR MARKET VALUE TO INVESTORS WHO PARTICIPATED IN A PRIVATE PLACEMENT WHICH CLOSED ON FEBRUARY 27, 2017 PURSUANT TO THE MFN ADJUSTMENT.

 

Management

 

For

 

For

 

5.

 

TO APPROVE THE ISSUANCE OF SHARES OF THE COMPANY’S COMMON STOCK TO JEROME ZELDIS, M.D., PH.D., THE CHAIRMAN OF THE COMPANY’S BOARD OF DIRECTORS, PURSUANT TO THE MFN ADJUSTMENT AT A PER SHARE PURCHASE PRICE LESS THAN THE CLOSING BID PRICE OF THE COMMON STOCK ON FEBRUARY 27, 2017.

 

Management

 

For

 

For

 

6.

 

TO APPROVE THE ISSUANCE OF SHARES OF THE COMPANY’S COMMON STOCK ...(DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL).

 

Management

 

For

 

For

 

7.

 

RATIFICATION OF THE APPOINTMENT OF MARCUM LLP AS OUR ...(DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL).

 

Management

 

For

 

For

 

8.

 

AN ADVISORY VOTE ON EXECUTIVE COMPENSATION AS DISCLOSED IN THESE MATERIALS.

 

Management

 

For

 

For

 

 


 

ALNYLAM PHARMACEUTICALS, INC.

 

Security

02043Q107

Meeting Type

Annual

Ticker Symbol

ALNY

Meeting Date

02-May-2017

Record Date

10-Mar-2017

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

1A.

 

ELECTION OF DIRECTOR: MICHAEL W. BONNEY

 

Management

 

For

 

For

 

1B.

 

ELECTION OF DIRECTOR: JOHN M. MARAGANORE, PH.D.

 

Management

 

For

 

For

 

1C.

 

ELECTION OF DIRECTOR: PAUL R. SCHIMMEL, PH.D.

 

Management

 

For

 

For

 

1D.

 

ELECTION OF DIRECTOR: PHILLIP A. SHARP, PH.D.

 

Management

 

For

 

For

 

2.

 

TO APPROVE THE SECOND AMENDED AND RESTATED 2009 STOCK INCENTIVE PLAN.

 

Management

 

For

 

For

 

3.

 

TO APPROVE THE AMENDED AND RESTATED 2004 EMPLOYEE STOCK PURCHASE PLAN.

 

Management

 

For

 

For

 

4.

 

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

 

Management

 

For

 

For

 

5.

 

TO RECOMMEND, IN A NON-BINDING ADVISORY VOTE, THE FREQUENCY OF ADVISORY STOCKHOLDER VOTES ON EXECUTIVE COMPENSATION.

 

Management

 

1 Year

 

For

 

6.

 

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, 2017.

 

Management

 

For

 

For

 

 

AMERISOURCEBERGEN CORPORATION

 

Security

03073E105

Meeting Type

Annual

Ticker Symbol

ABC

Meeting Date

02-Mar-2017

Record Date

03-Jan-2017

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

1A.

 

ELECTION OF DIRECTOR: ORNELLA BARRA

 

Management

 

For

 

For

 

1B.

 

ELECTION OF DIRECTOR: STEVEN H. COLLIS

 

Management

 

For

 

For

 

1C.

 

ELECTION OF DIRECTOR: DOUGLAS R. CONANT

 

Management

 

For

 

For

 

1D.

 

ELECTION OF DIRECTOR: D. MARK DURCAN

 

Management

 

For

 

For

 

1E.

 

ELECTION OF DIRECTOR: RICHARD W. GOCHNAUER

 

Management

 

For

 

For

 

1F.

 

ELECTION OF DIRECTOR: LON R. GREENBERG

 

Management

 

For

 

For

 

1G.

 

ELECTION OF DIRECTOR: JANE E. HENNEY, M.D.

 

Management

 

For

 

For

 

1H.

 

ELECTION OF DIRECTOR: KATHLEEN W. HYLE

 

Management

 

For

 

For

 

1I.

 

ELECTION OF DIRECTOR: MICHAEL J. LONG

 

Management

 

For

 

For

 

1J.

 

ELECTION OF DIRECTOR: HENRY W. MCGEE

 

Management

 

For

 

For

 

2.

 

RATIFICATION OF APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2017.

 

Management

 

For

 

For

 

3.

 

ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

 

Management

 

For

 

For

 

4.

 

ADVISORY VOTE ON THE FREQUENCY OF A STOCKHOLDER VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

 

Management

 

1 Year

 

For

 

5.

 

APPROVAL OF AN AMENDMENT TO OUR CERTIFICATE OF INCORPORATION SO THAT DIRECTORS MAY BE REMOVED WITH OR WITHOUT CAUSE.

 

Management

 

For

 

For

 

 


 

AMGEN INC.

 

Security

031162100

Meeting Type

Annual

Ticker Symbol

AMGN

Meeting Date

19-May-2017

Record Date

20-Mar-2017

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

1A.

 

ELECTION OF DIRECTOR: DR. DAVID BALTIMORE

 

Management

 

For

 

For

 

1B.

 

ELECTION OF DIRECTOR: MR. ROBERT A. BRADWAY

 

Management

 

For

 

For

 

1C.

 

ELECTION OF DIRECTOR: MR. FRANCOIS DE CARBONNEL

 

Management

 

For

 

For

 

1D.

 

ELECTION OF DIRECTOR: MR. ROBERT A. ECKERT

 

Management

 

For

 

For

 

1E.

 

ELECTION OF DIRECTOR: MR. GREG C. GARLAND

 

Management

 

For

 

For

 

1F.

 

ELECTION OF DIRECTOR: MR. FRED HASSAN

 

Management

 

For

 

For

 

1G.

 

ELECTION OF DIRECTOR: DR. REBECCA M. HENDERSON

 

Management

 

For

 

For

 

1H.

 

ELECTION OF DIRECTOR: MR. FRANK C. HERRINGER

 

Management

 

For

 

For

 

1I.

 

ELECTION OF DIRECTOR: MR. CHARLES M. HOLLEY, JR.

 

Management

 

For

 

For

 

1J.

 

ELECTION OF DIRECTOR: DR. TYLER JACKS

 

Management

 

For

 

For

 

1K.

 

ELECTION OF DIRECTOR: MS. ELLEN J. KULLMAN

 

Management

 

For

 

For

 

1L.

 

ELECTION OF DIRECTOR: DR. RONALD D. SUGAR

 

Management

 

For

 

For

 

1M.

 

ELECTION OF DIRECTOR: DR. R. SANDERS WILLIAMS

 

Management

 

For

 

For

 

2.

 

TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2017.

 

Management

 

For

 

For

 

3.

 

ADVISORY VOTE TO APPROVE OUR EXECUTIVE COMPENSATION.

 

Management

 

For

 

For

 

4.

 

ADVISORY VOTE ON THE FREQUENCY OF FUTURE STOCKHOLDER VOTES TO APPROVE EXECUTIVE COMPENSATION.

 

Management

 

1 Year

 

For

 

5.

 

STOCKHOLDER PROPOSAL TO ADOPT MAJORITY VOTES CAST STANDARD FOR MATTERS PRESENTED BY STOCKHOLDERS.

 

Shareholder

 

Against

 

For

 

 


 

AURIS MEDICAL HOLDING AG

 

Security

H03579101

Meeting Type

Annual

Ticker Symbol

EARS

Meeting Date

13-Apr-2017

Record Date

10-Mar-2017

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

1.

 

APPROVAL OF THE ANNUAL REPORT, THE FINANCIAL STATEMENTS AND THE GROUP CONSOLIDATED FINANCIAL STATEMENTS FOR THE 2016 FINANCIAL YEAR

 

Management

 

For

 

For

 

2.

 

DISCHARGE OF LIABILITY FOR THE MEMBERS OF THE BOARD OF DIRECTORS AND THE PERSONS ENTRUSTED WITH THE CORPORATION’S MANAGEMENT

 

Management

 

For

 

For

 

3.

 

APPROPRIATION OF FINANCIAL RESULTS

 

Management

 

For

 

For

 

4.1

 

INCREASE OF THE AUTHORIZED SHARE CAPITAL

 

Management

 

For

 

For

 

4.2

 

INCREASE OF THE CONDITIONAL SHARE CAPITAL FOR FINANCING PURPOSES

 

Management

 

For

 

For

 

4.3

 

INCREASE OF THE CONDITIONAL SHARE CAPITAL FOR EQUITY INCENTIVE PLANS

 

Management

 

Against

 

Against

 

5.1

 

APPROVAL OF THE COMPENSATION OF THE BOARD OF DIRECTORS

 

Management

 

For

 

For

 

5.2

 

APPROVAL OF THE COMPENSATION OF THE MEMBERS OF THE EXECUTIVE MANAGEMENT COMMITTEE FOR THE 2018 FINANCIAL YEAR

 

Management

 

For

 

For

 

6.1

 

RE-ELECTION OF THOMAS MEYER AS MEMBER AND AS CHAIRMAN OF THE BOARD OF DIRECTORS

 

Management

 

For

 

For

 

6.2

 

RE-ELECTION OF ARMANDO ANIDO AS MEMBER OF THE BOARD OF DIRECTORS

 

Management

 

For

 

For

 

6.3

 

RE-ELECTION OF OLIVER KUBLI AS MEMBER OF THE BOARD OF DIRECTORS

 

Management

 

For

 

For

 

6.4

 

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

 

Management

 

For

 

For

 

6.5

 

RE-ELECTION OF ANTOINE PAPIERNIK-BERKHAUER AS MEMBER OF THE BOARD OF DIRECTORS

 

Management

 

For

 

For

 

6.6

 

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

 

Management

 

For

 

For

 

6.7

 

ELECTION OF MATS PETER BLOM AS MEMBER OF THE BOARD OF DIRECTORS

 

Management

 

For

 

For

 

7.1

 

RE-ELECTION OF ARMANDO ANIDO AS MEMBER OF THE COMPENSATION COMMITTEE

 

Management

 

For

 

For

 

7.2

 

RE-ELECTION OF CALVIN W. ROBERTS AS MEMBER OF THE COMPENSATION COMMITTEE

 

Management

 

For

 

For

 

8.

 

RE-ELECTION OF DELOITTE AG AS AUDITORS

 

Management

 

For

 

For

 

9.

 

RE-ELECTION OF THE INDEPENDENT PROXY

 

Management

 

For

 

For

 

10.

 

GENERAL INSTRUCTION ON NEW PROPOSALS OF THE BOARD OF DIRECTORS

 

Management

 

For

 

For

 

 


 

BECTON, DICKINSON AND COMPANY

 

Security

075887109

Meeting Type

Annual

Ticker Symbol

BDX

Meeting Date

24-Jan-2017

Record Date

02-Dec-2016

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

1A.

 

ELECTION OF DIRECTOR: BASIL L. ANDERSON

 

Management

 

For

 

For

 

1B.

 

ELECTION OF DIRECTOR: CATHERINE M. BURZIK

 

Management

 

For

 

For

 

1C.

 

ELECTION OF DIRECTOR: R. ANDREW ECKERT

 

Management

 

For

 

For

 

1D.

 

ELECTION OF DIRECTOR: VINCENT A. FORLENZA

 

Management

 

For

 

For

 

1E.

 

ELECTION OF DIRECTOR: CLAIRE M. FRASER

 

Management

 

For

 

For

 

1F.

 

ELECTION OF DIRECTOR: CHRISTOPHER JONES

 

Management

 

For

 

For

 

1G.

 

ELECTION OF DIRECTOR: MARSHALL O. LARSEN

 

Management

 

For

 

For

 

1H.

 

ELECTION OF DIRECTOR: GARY A. MECKLENBURG

 

Management

 

For

 

For

 

1I.

 

ELECTION OF DIRECTOR: JAMES F. ORR

 

Management

 

For

 

For

 

1J.

 

ELECTION OF DIRECTOR: WILLARD J. OVERLOCK, JR.

 

Management

 

For

 

For

 

1K.

 

ELECTION OF DIRECTOR: CLAIRE POMEROY

 

Management

 

For

 

For

 

1L.

 

ELECTION OF DIRECTOR: REBECCA W. RIMEL

 

Management

 

For

 

For

 

1M.

 

ELECTION OF DIRECTOR: BERTRAM L. SCOTT

 

Management

 

For

 

For

 

2.

 

RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

 

Management

 

For

 

For

 

3.

 

ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION.

 

Management

 

For

 

For

 

4.

 

ADVISORY VOTE TO APPROVE THE FREQUENCY OF NAMED EXECUTIVE OFFICER COMPENSATION ADVISORY VOTES.

 

Management

 

Abstain

 

 

 

5.

 

SHAREHOLDER PROPOSAL REGARDING AN INDEPENDENT BOARD CHAIR.

 

Shareholder

 

Against

 

For

 

 

BIOCLIN THERAPEUTICS, INC.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

05-Oct-2016

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

1.

 

DETERMINATION REGARDING SECOND TRANCHE MILESTONE CLOSING OF PREFERRED STOCK FINANCING

 

Management

 

For

 

For

 

2.

 

NOTICE OF INTERESTED PARTY TRANSACTIONS

 

Management

 

For

 

For

 

3.

 

GENERAL AUTHORIZING RESOLUTION

 

Management

 

For

 

For

 

 

BIOCLIN THERAPEUTICS, INC.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

02-Mar-2017

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

1.

 

ELECTION OF DIRECTORS

 

Management

 

For

 

For

 

2.

 

GENERAL AUTHORIZING RESOLUTION

 

Management

 

For

 

For

 

 


 

BIOCLIN THERAPEUTICS, INC.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

02-Mar-2017

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

1.

 

AMENDMENT AND RESTATEMENT OF RESTATED CERTIFICATE OF INCORPORATION

 

Management

 

For

 

For

 

2.

 

SERIES B PREFERRED STOCK FINANCING

 

Management

 

For

 

For

 

3.

 

WAIVER OF PREEMPTIVE RIGHTS

 

Management

 

For

 

For

 

4.

 

NOTICE OF INTERESTED PARTY TRANSACTIONS

 

Management

 

For

 

For

 

5.

 

APPROVAL OF INDEMNIFCATION AGREEMENTS

 

Management

 

For

 

For

 

6.

 

AMENDMENT OF 2013 STOCK AND OPTION GRANT PLAN

 

Management

 

For

 

For

 

7.

 

GENERAL AUTHORIZING RESOLUTION

 

Management

 

For

 

For

 

 

BIOGEN INC.

 

Security

09062X103

Meeting Type

Annual

Ticker Symbol

BIIB

Meeting Date

07-Jun-2017

Record Date

10-Apr-2017

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

1A.

 

ELECTION OF DIRECTOR: ALEXANDER J. DENNER

 

Management

 

For

 

For

 

1B.

 

ELECTION OF DIRECTOR: CAROLINE D. DORSA

 

Management

 

For

 

For

 

1C.

 

ELECTION OF DIRECTOR: NANCY L. LEAMING

 

Management

 

For

 

For

 

1D.

 

ELECTION OF DIRECTOR: RICHARD C. MULLIGAN

 

Management

 

For

 

For

 

1E.

 

ELECTION OF DIRECTOR: ROBERT W. PANGIA

 

Management

 

For

 

For

 

1F.

 

ELECTION OF DIRECTOR: STELIOS PAPADOPOULOS

 

Management

 

For

 

For

 

1G.

 

ELECTION OF DIRECTOR: BRIAN S. POSNER

 

Management

 

For

 

For

 

1H.

 

ELECTION OF DIRECTOR: ERIC K. ROWINSKY

 

Management

 

For

 

For

 

1I.

 

ELECTION OF DIRECTOR: LYNN SCHENK

 

Management

 

For

 

For

 

1J.

 

ELECTION OF DIRECTOR: STEPHEN A. SHERWIN

 

Management

 

For

 

For

 

1K.

 

ELECTION OF DIRECTOR: MICHEL VOUNATSOS

 

Management

 

For

 

For

 

2.

 

TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS BIOGEN INC.’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2017.

 

Management

 

For

 

For

 

3.

 

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

 

Management

 

For

 

For

 

4.

 

SAY WHEN ON PAY - TO APPROVE AN ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY VOTE ON EXECUTIVE COMPENSATION.

 

Management

 

1 Year

 

For

 

5.

 

TO APPROVE THE BIOGEN INC. 2017 OMNIBUS EQUITY PLAN.

 

Management

 

For

 

For

 

 


 

BIOMARIN PHARMACEUTICAL INC.

 

Security

09061G101

Meeting Type

Annual

Ticker Symbol

BMRN

Meeting Date

06-Jun-2017

Record Date

10-Apr-2017

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1              JEAN-JACQUES BIENAIME

 

 

 

For

 

For

 

 

 

2              WILLARD DERE

 

 

 

For

 

For

 

 

 

3              MICHAEL GREY

 

 

 

For

 

For

 

 

 

4              ELAINE J. HERON

 

 

 

For

 

For

 

 

 

5              V. BRYAN LAWLIS

 

 

 

For

 

For

 

 

 

6              ALAN J. LEWIS

 

 

 

For

 

For

 

 

 

7              RICHARD A. MEIER

 

 

 

For

 

For

 

 

 

8              DAVID PYOTT

 

 

 

For

 

For

 

 

 

9              DENNIS J. SLAMON

 

 

 

For

 

For

 

2.

 

TO RATIFY THE SELECTION OF KPMG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR BIOMARIN FOR THE FISCAL YEAR ENDING DECEMBER 31, 2017.

 

Management

 

For

 

For

 

3.

 

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

 

Management

 

1 Year

 

For

 

4.

 

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

 

Management

 

For

 

For

 

5.

 

TO APPROVE THE 2017 EQUITY INCENTIVE PLAN.

 

Management

 

For

 

For

 

6.

 

TO APPROVE AMENDMENTS TO BIOMARIN’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED, TO (I) INCREASE THE TOTAL NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM 250,000,000 SHARES TO 500,000,000 SHARES, AND (II) MAKE CERTAIN MINOR ADMINISTRATIVE CHANGES.

 

Management

 

For

 

For

 

 

CARDINAL HEALTH, INC.

 

Security

14149Y108

Meeting Type

Annual

Ticker Symbol

CAH

Meeting Date

03-Nov-2016

Record Date

06-Sep-2016

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

1A.

 

ELECTION OF DIRECTOR: DAVID J. ANDERSON

 

Management

 

For

 

For

 

1B.

 

ELECTION OF DIRECTOR: COLLEEN F. ARNOLD

 

Management

 

For

 

For

 

1C.

 

ELECTION OF DIRECTOR: GEORGE S. BARRETT

 

Management

 

For

 

For

 

1D.

 

ELECTION OF DIRECTOR: CARRIE S. COX

 

Management

 

For

 

For

 

1E.

 

ELECTION OF DIRECTOR: CALVIN DARDEN

 

Management

 

For

 

For

 

1F.

 

ELECTION OF DIRECTOR: BRUCE L. DOWNEY

 

Management

 

For

 

For

 

1G.

 

ELECTION OF DIRECTOR: PATRICIA A. HEMINGWAY HALL

 

Management

 

For

 

For

 

1H.

 

ELECTION OF DIRECTOR: CLAYTON M. JONES

 

Management

 

For

 

For

 

1I.

 

ELECTION OF DIRECTOR: GREGORY B. KENNY

 

Management

 

For

 

For

 

1J.

 

ELECTION OF DIRECTOR: NANCY KILLEFER

 

Management

 

For

 

For

 

1K.

 

ELECTION OF DIRECTOR: DAVID P. KING

 

Management

 

For

 

For

 

2.

 

PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT AUDITOR FOR THE FISCAL YEAR ENDING JUNE 30, 2017.

 

Management

 

For

 

For

 

3.

 

PROPOSAL TO APPROVE THE AMENDED CARDINAL HEALTH, INC. 2011 LONG-TERM INCENTIVE PLAN.

 

Management

 

For

 

For

 

4.

 

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

 

Management

 

For

 

For

 

 


 

CARDIOKINETIX INC.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

20-Jun-2017

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

1.

 

NOTE FINANCING APPROVAL

 

Management

 

For

 

For

 

2.

 

WAIVER OF RIGHT OF FIRST OFFER

 

Management

 

For

 

For

 

3.

 

WAIVER OF ANTI-DILUTION ADJUSTMENTS

 

Management

 

For

 

For

 

4.

 

GENERAL AUTHROIZING RESOLUTIONS

 

Management

 

For

 

For

 

 

CARDIOKINETIX INC.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

21-Jun-2017

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

1.

 

CONSENT TO ASSIGNMENT BY THE STOCKHOLDERS

 

Management

 

For

 

For

 

 

CELGENE CORPORATION

 

Security

151020104

Meeting Type

Annual

Ticker Symbol

CELG

Meeting Date

14-Jun-2017

Record Date

20-Apr-2017

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

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              MICHAEL A. FRIEDMAN, MD

 

 

 

For

 

For

 

 

 

8              JULIA A. HALLER, M.D.

 

 

 

For

 

For

 

 

 

9              GILLA S. KAPLAN, PH.D.

 

 

 

For

 

For

 

 

 

10           JAMES J. LOUGHLIN

 

 

 

For

 

For

 

 

 

11           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, 2017.

 

Management

 

For

 

For

 

3.

 

APPROVAL OF AN AMENDMENT AND RESTATEMENT OF THE COMPANY’S 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.

 

TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY OF EXECUTIVE COMPENSATION VOTES.

 

Management

 

1 Year

 

For

 

6.

 

STOCKHOLDER PROPOSAL TO REQUEST A BY-LAW PROVISION LIMITING MANAGEMENT’S ACCESS TO VOTE TALLIES PRIOR TO THE ANNUAL MEETING WITH RESPECT TO CERTAIN EXECUTIVE PAY MATTERS, DESCRIBED IN MORE DETAIL IN THE PROXY STATEMENT.

 

Shareholder

 

Against

 

For

 

 


 

CENTENE CORPORATION

 

Security

15135B101

Meeting Type

Annual

Ticker Symbol

CNC

Meeting Date

25-Apr-2017

Record Date

24-Feb-2017

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

1A.

 

ELECTION OF DIRECTOR: MICHAEL F. NEIDORFF

 

Management

 

For

 

For

 

1B.

 

ELECTION OF DIRECTOR: ROBERT K. DITMORE

 

Management

 

For

 

For

 

1C.

 

ELECTION OF DIRECTOR: RICHARD A. GEPHARDT

 

Management

 

For

 

For

 

2.

 

ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION.

 

Management

 

For

 

For

 

3.

 

APPROVAL OF AMENDMENT TO THE 2012 STOCK INCENTIVE PLAN.

 

Management

 

For

 

For

 

4.

 

ADVISORY VOTE ON FREQUENCY OF ADVISORY VOTE ON EXECUTIVE COMPENSATION.

 

Management

 

1 Year

 

For

 

5.

 

RATIFICATION OF APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2017.

 

Management

 

For

 

For

 

 

CHARLES RIVER LABORATORIES INTL., INC.

 

Security

159864107

Meeting Type

Annual

Ticker Symbol

CRL

Meeting Date

09-May-2017

Record Date

13-Mar-2017

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

1A.

 

ELECTION OF DIRECTOR: JAMES C. FOSTER

 

Management

 

For

 

For

 

1B.

 

ELECTION OF DIRECTOR: ROBERT J. BERTOLINI

 

Management

 

For

 

For

 

1C.

 

ELECTION OF DIRECTOR: STEPHEN D. CHUBB

 

Management

 

For

 

For

 

1D.

 

ELECTION OF DIRECTOR: DEBORAH T. KOCHEVAR

 

Management

 

For

 

For

 

1E.

 

ELECTION OF DIRECTOR: GEORGE E. MASSARO

 

Management

 

For

 

For

 

1F.

 

ELECTION OF DIRECTOR: GEORGE M. MILNE, JR.

 

Management

 

For

 

For

 

1G.

 

ELECTION OF DIRECTOR: C. RICHARD REESE

 

Management

 

For

 

For

 

1H.

 

ELECTION OF DIRECTOR: CRAIG B. THOMPSON

 

Management

 

For

 

For

 

1I.

 

ELECTION OF DIRECTOR: RICHARD F. WALLMAN

 

Management

 

For

 

For

 

2.

 

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

 

Management

 

For

 

For

 

3.

 

SAY WHEN ON PAY - AN ADVISORY VOTE ON THE APPROVAL OF THE FREQUENCY OF SHAREHOLDER VOTES ON EXECUTIVE COMPENSATION.

 

Management

 

1 Year

 

For

 

4.

 

APPROVAL OF INCENTIVE COMPENSATION PLAN.

 

Management

 

For

 

For

 

5.

 

RATIFICATION OF ACCOUNTANTS (PWC) (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL)

 

Management

 

For

 

For

 

6.

 

SHAREHOLDER PROPOSAL SUBMITTED BY PETA TO PROHIBIT CONDUCTING BUSINESS WITH CERTAIN DEALERS AND LABORATORIES WHO VIOLATE THE ANIMAL WELFARE ACT OR ARE UNDER INVESTIGATION BY U.S. DEPARTMENT OF AGRICULTURE INVESTIGATIVE ENFORCEMENT SERVICES.

 

Shareholder

 

Against

 

For

 

 


 

COHERUS BIOSCIENCES INC

 

Security

19249H103

Meeting Type

Annual

Ticker Symbol

CHRS

Meeting Date

17-May-2017

Record Date

24-Mar-2017

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1              DENNIS M. LANFEAR

 

 

 

For

 

For

 

 

 

2              MATS WAHLSTROM

 

 

 

For

 

For

 

 

 

3              JAMES I. HEALY, MD, PHD

 

 

 

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, 2017.

 

Management

 

For

 

For

 

3.

 

A NON-BINDING ADVISORY RESOLUTION TO APPROVE OUR EXECUTIVE COMPENSATION (A “SAY ON PAY” VOTE).

 

Management

 

For

 

For

 

 

CYTOMX THERAPEUTICS, INC.

 

Security

23284F105

Meeting Type

Annual

Ticker Symbol

CTMX

Meeting Date

20-Jun-2017

Record Date

28-Apr-2017

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

1A.

 

ELECTION OF DIRECTOR: NEIL EXTER

 

Management

 

For

 

For

 

1B.

 

ELECTION OF DIRECTOR: FREDERICK W. GLUCK

 

Management

 

For

 

For

 

1C.

 

ELECTION OF DIRECTOR: MATTHEW P. YOUNG

 

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, 2017.

 

Management

 

For

 

For

 

 

DERMIRA, INC.

 

Security

24983L104

Meeting Type

Annual

Ticker Symbol

DERM

Meeting Date

13-Jun-2017

Record Date

19-Apr-2017

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1              MARK D. MCDADE

 

 

 

For

 

For

 

 

 

2              JAKE R. NUNN

 

 

 

For

 

For

 

 

 

3              THOMAS G. WIGGANS

 

 

 

For

 

For

 

2.

 

APPROVE, ON A NON-BINDING ADVISORY BASIS, THE COMPENSATION PAID BY US TO OUR NAMED EXECUTIVE OFFICERS FOR THE YEAR ENDED DECEMBER 31, 2016.

 

Management

 

For

 

For

 

3.

 

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

 

Management

 

1 Year

 

For

 

4.

 

RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2017.

 

Management

 

For

 

For

 

 


 

DEXCOM, INC.

 

Security

252131107

Meeting Type

Annual

Ticker Symbol

DXCM

Meeting Date

31-May-2017

Record Date

07-Apr-2017

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

1A.

 

ELECTION OF DIRECTOR: RICHARD COLLINS

 

Management

 

For

 

For

 

1B.

 

ELECTION OF DIRECTOR: MARK FOLETTA

 

Management

 

For

 

For

 

1C.

 

ELECTION OF DIRECTOR: ERIC J. TOPOL

 

Management

 

For

 

For

 

2.

 

TO RATIFY THE SELECTION BY THE AUDIT COMMITTEE OF OUR BOARD OF DIRECTORS OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2017.

 

Management

 

For

 

For

 

3.

 

ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION.

 

Management

 

For

 

For

 

4.

 

TO RECOMMEND A NON-BINDING ADVISORY RESOLUTION ON THE FREQUENCY OF STOCKHOLDER VOTES ON EXECUTIVE COMPENSATION.

 

Management

 

1 Year

 

For

 

5.

 

TO APPROVE OUR AMENDED AND RESTATED 2015 EQUITY INCENTIVE PLAN.

 

Management

 

For

 

For

 

6.

 

TO APPROVE AN AMENDMENT TO DEXCOM’S RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM 100 MILLION TO 200 MILLION.

 

Management

 

For

 

For

 

 

DYNEX TECHNOLOGIES, INC.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

24-Mar-2017

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

1.

 

MERGER AGREEMENT AND OTHER TRANSACTIONS CONTEMPLATED THEREBY

 

Management

 

For

 

For

 

2.

 

TERMINATION OF STOCKHOLDERS AGREEMENT AND REGISTRATION RIGHTS AGREEMENT

 

Management

 

For

 

For

 

3.

 

APPROVAL UNDER SECTION 144 OF THE DGCL

 

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.

 

GENERAL AUTHORIZATION

 

Management

 

For

 

For

 

 

DYNEX TECHNOLOGIES, INC.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

24-Mar-2017

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

1.

 

APPROVAL OF AMOUNTS PAYABLE TO THE EMPLOYEES PURSUANT TO THE ARRANGEMENTS (AS DESCRIBED IN THE INFORMATION STATEMENT) IN CONNECTION WITH THE PROPOSED TRANSACTION AND OTHER RELATED RESOLUTIONS

 

Management

 

For

 

For

 

 


 

ENDO INTERNATIONAL PLC

 

Security

G30401106

Meeting Type

Annual

Ticker Symbol

ENDP

Meeting Date

08-Jun-2017

Record Date

13-Apr-2017

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

1A.

 

ELECTION OF DIRECTOR: ROGER H. KIMMEL

 

Management

 

For

 

For

 

1B.

 

ELECTION OF DIRECTOR: PAUL V. CAMPANELLI

 

Management

 

For

 

For

 

1C.

 

ELECTION OF DIRECTOR: SHANE M. COOKE

 

Management

 

For

 

For

 

1D.

 

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

 

Management

 

For

 

For

 

1E.

 

ELECTION OF DIRECTOR: MICHAEL HYATT

 

Management

 

For

 

For

 

1F.

 

ELECTION OF DIRECTOR: DOUGLAS S. INGRAM

 

Management

 

For

 

For

 

1G.

 

ELECTION OF DIRECTOR: WILLIAM P. MONTAGUE

 

Management

 

For

 

For

 

1H.

 

ELECTION OF DIRECTOR: TODD B. SISITSKY

 

Management

 

For

 

For

 

1I.

 

ELECTION OF DIRECTOR: JILL D. SMITH

 

Management

 

For

 

For

 

2.

 

TO APPROVE THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2017 AND TO AUTHORIZE THE BOARD OF DIRECTORS, ACTING THROUGH THE AUDIT COMMITTEE, TO DETERMINE THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S REMUNERATION.

 

Management

 

For

 

For

 

3.

 

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

 

Management

 

For

 

For

 

4.

 

TO APPROVE, BY ADVISORY VOTE, THE FREQUENCY OF FUTURE ADVISORY VOTES ON NAMED EXECUTIVE OFFICER COMPENSATION.

 

Management

 

1 Year

 

For

 

5.

 

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

 

Management

 

For

 

For

 

6.

 

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

 

Management

 

For

 

For

 

7.

 

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

 

Management

 

For

 

For

 

 

EPIZYME, INC.

 

Security

29428V104

Meeting Type

Annual

Ticker Symbol

EPZM

Meeting Date

22-Jun-2017

Record Date

24-Apr-2017

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1              ANDREW R ALLEN, MD, PHD

 

 

 

For

 

For

 

 

 

2              KENNETH BATE

 

 

 

For

 

For

 

 

 

3              ROBERT BAZEMORE

 

 

 

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, 2017.

 

Management

 

For

 

For

 

 


 

EUTHYMICS BIOSCIENCE, INC.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

22-May-2017

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

1.

 

BRIDGE FINANCING

 

Management

 

For

 

For

 

 

EXELIXIS, INC.

 

Security

30161Q104

Meeting Type

Annual

Ticker Symbol

EXEL

Meeting Date

24-May-2017

Record Date

31-Mar-2017

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

1A.

 

ELECTION OF DIRECTOR: MICHAEL M. MORRISSEY, PH.D.

 

Management

 

For

 

For

 

1B.

 

ELECTION OF DIRECTOR: STELIOS PAPADOPOULOS, PH.D.

 

Management

 

For

 

For

 

1C.

 

ELECTION OF DIRECTOR: GEORGE A. SCANGOS, PH.D.

 

Management

 

For

 

For

 

1D.

 

ELECTION OF DIRECTOR: LANCE WILLSEY, M.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 29, 2017.

 

Management

 

For

 

For

 

3.

 

TO APPROVE THE EXELIXIS, INC. 2017 EQUITY INCENTIVE PLAN.

 

Management

 

For

 

For

 

4.

 

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

 

Management

 

For

 

For

 

5.

 

TO INDICATE, ON AN ADVISORY BASIS, THE PREFERRED FREQUENCY OF STOCKHOLDER VOTES ON THE COMPENSATION OF EXELIXIS’ NAMED EXECUTIVE OFFICERS.

 

Management

 

1 Year

 

For

 

 

FLEX PHARMA INC

 

Security

33938A105

Meeting Type

Annual

Ticker Symbol

FLKS

Meeting Date

01-Jun-2017

Record Date

07-Apr-2017

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1              ROBERT PEREZ

 

 

 

For

 

For

 

 

 

2              STUART RANDLE

 

 

 

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, 2017.

 

Management

 

For

 

For

 

 


 

FOAMIX PHARMACEUTICALS LTD

 

Security

M46135105

Meeting Type

Annual

Ticker Symbol

FOMX

Meeting Date

13-Jul-2017

Record Date

15-Jun-2017

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt