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7772 N. Palm Ave. Fresno, CA 93711 (559) 457-0681 p. (559) 457-0318 f. FresnoCountyRetirement.org DATE: September 2, 2020 TO: Board of Retirement FROM: Donald C. Kendig, CPA, Retirement Administrator Staff Contact: Conor Hinds, Supervising Accountant SUBJECT: Receipt and Filing of the Equity Investment Manager Annual Proxy Voting – RECEIVE AND FILE Recommended Action 1. Receive and File. Fiscal and Financial Impacts There are no fiscal impacts to receiving the annual investment manager proxy voting reports as an informational item. Background and Discussion Prior to February 2003 FCERA had contracted with International Shareholder Services (ISS) to provide proxy voting services in order to exercise the right on behalf of the Board to respond timely and accurately to domestic and international proxy voting requests with the focus on maximizing shareholder value. At the February 5, 2003 Board of Retirement meeting, the Board voted unanimously to allow the ISS contract to expire and to allocate the responsibility of proxy voting to the investment managers as these services were already available under the normal management fee structure. The Board’s decision saves approximately $50,000 annually. As a result of the shift in responsibility of proxy voting to the investment managers, the Investment Policy Statement was revised and now states the Board’s authority in this area and sets the expectation for the proxy voting process by the investment managers. In keeping with the Board’s Investment Policy Statement, FCERA staff has obtained the proxy voting records of our current domestic and international equity managers. Attached for your review is the most recent proxy voting reports for the following equity managers: AJO, Artisan, Mondrian Emerging, Mondrian International, PIMCO Stocks Plus, Research Affiliates and T. Rowe Price. Attachment 1. Proxy Voting Report for domestic and international equity managers. Excellence ● Professionalism ● Teamwork ● Integrity ● Accountability ● Innovation “The County of Fresno is an Equal Employment Opportunity Employer.” AJO PROXY VOTING REPORT Proxy Voting Record FRESNO COUNTY EMPLOYEES' RETIREMENT ASSOCIATION From 07-01-19 through 09-30-19 AJO Mgmt Proposed Meeting Vote Rec By Date Description Shares Deckers Outdoor Corp (243537107 - DECK) 9,881 For For Mgmt 9/13/19 Elect Director John M. Gibbons For For Mgmt 9/13/19 Elect Director Nelson C. Chan For For Mgmt 9/13/19 Elect Director Cynthia (Cindy) L. Davis For For Mgmt 9/13/19 Elect Director Michael F. Devine, III For For Mgmt 9/13/19 Elect Director Dave Powers For For Mgmt 9/13/19 Elect Director James E. Quinn For For Mgmt 9/13/19 Elect Director Lauri M. Shanahan For For Mgmt 9/13/19 Elect Director Brian A. Spaly For For Mgmt 9/13/19 Elect Director Bonita C. Stewart For For Mgmt 9/13/19 Ratify KPMG LLP as Auditors For For Mgmt 9/13/19 Advisory Vote to Ratify Named Executive Officers' Compensation Electronic Arts (285512109 - EA) 11,017 For For Mgmt 8/8/19 Elect Director Leonard S. Coleman For For Mgmt 8/8/19 Elect Director Jay C. Hoag For For Mgmt 8/8/19 Elect Director Jeffrey T. Huber For For Mgmt 8/8/19 Elect Director Lawrence F. Probst, III For For Mgmt 8/8/19 Elect Director Talbott Roche For For Mgmt 8/8/19 Elect Director Richard A. Simonson For For Mgmt 8/8/19 Elect Director Luis A. Ubinas For For Mgmt 8/8/19 Elect Director Heidi J. Ueberroth For For Mgmt 8/8/19 Elect Director Andrew Wilson For For Mgmt 8/8/19 Advisory Vote to Ratify Named Executive Officers' Compensation For For Mgmt 8/8/19 Ratify KPMG LLP as Auditors For For Mgmt 8/8/19 Approve Omnibus Stock Plan For For Mgmt 8/8/19 Provide Right for Shareholders Holding 25% or More of the Common Stock to Call Special Meetings For Against Shrhldr 8/8/19 Provide Right for Shareholders Holding 15% or More of the Common Stock to Call Special Meetings 1 Proxy Voting Record FRESNO COUNTY EMPLOYEES' RETIREMENT ASSOCIATION From 07-01-19 through 09-30-19 AJO Mgmt Proposed Meeting Vote Rec By Date Description Shares General Mills (370334104 - GIS) 23,197 For For Mgmt 9/24/19 Elect Director R. Kerry Clark For For Mgmt 9/24/19 Elect Director David M. Cordani For For Mgmt 9/24/19 Elect Director Roger W. Ferguson, Jr. For For Mgmt 9/24/19 Elect Director Jeffrey L. Harmening For For Mgmt 9/24/19 Elect Director Maria G. Henry For For Mgmt 9/24/19 Elect Director Elizabeth C. Lempres For For Mgmt 9/24/19 Elect Director Diane L. Neal For For Mgmt 9/24/19 Elect Director Steve Odland For For Mgmt 9/24/19 Elect Director Maria A. Sastre For For Mgmt 9/24/19 Elect Director Eric D. Sprunk For For Mgmt 9/24/19 Elect Director Jorge A. Uribe For For Mgmt 9/24/19 Advisory Vote to Ratify Named Executive Officers' Compensation For For Mgmt 9/24/19 Ratify KPMG LLP as Auditors ICON (G4705A100 - ICLR) 5,814 For For Mgmt 7/23/19 Elect Director John Climax For For Mgmt 7/23/19 Elect Director Steve Cutler For For Mgmt 7/23/19 Elect Director William Hall For For Mgmt 7/23/19 Accept Financial Statements and Statutory Reports For For Mgmt 7/23/19 Authorize Board to Fix Remuneration of Auditors For For Mgmt 7/23/19 Authorize Issue of Equity For For Mgmt 7/23/19 Authorize Issue of Equity Without Pre-Emptive Rights For For Mgmt 7/23/19 Authorize Issue of Equity Without Pre-Emptive Rights in Connection with an Acquisition or Other Capital Investment For For Mgmt 7/23/19 Authorize Share Repurchase Program For For Mgmt 7/23/19 Approve the Price Range for the Reissuance of Shares 2 Proxy Voting Record FRESNO COUNTY EMPLOYEES' RETIREMENT ASSOCIATION From 07-01-19 through 09-30-19 AJO Mgmt Proposed Meeting Vote Rec By Date Description Shares Jazz Pharmaceuticals (G50871105 - JAZZ) 2,072 For For Mgmt 8/1/19 Elect Director Paul L. Berns For For Mgmt 8/1/19 Elect Director Patrick G. Enright For For Mgmt 8/1/19 Elect Director Seamus Mulligan For For Mgmt 8/1/19 Elect Director Norbert G. Riedel For For Mgmt 8/1/19 Approve KPMG Dublin as Auditors and Authorize Board to Fix Their Remuneration For For Mgmt 8/1/19 Advisory Vote to Ratify Named Executive Officers' Compensation McKesson Corp (58155Q103 - MCK) 19,892 For For Mgmt 7/31/19 Elect Director Dominic J. Caruso For For Mgmt 7/31/19 Elect Director Kenneth E. Washington For For Mgmt 7/31/19 Elect Director N. Anthony Coles For For Mgmt 7/31/19 Elect Director M. Christine Jacobs For For Mgmt 7/31/19 Elect Director Donald R. Knauss For For Mgmt 7/31/19 Elect Director Marie L. Knowles For For Mgmt 7/31/19 Elect Director Bradley E. Lerman For For Mgmt 7/31/19 Elect Director Edward A. Mueller For For Mgmt 7/31/19 Elect Director Susan R. Salka For For Mgmt 7/31/19 Elect Director Brian S. Tyler For For Mgmt 7/31/19 Ratify Deloitte & Touche LLP as Auditors Against For Mgmt 7/31/19 Advisory Vote to Ratify Named Executive Officers' Compensation For Against Shrhldr 7/31/19 Report on Lobbying Payments and Policy For Against Shrhldr 7/31/19 Reduce Ownership Threshold for Shareholders to Call Special Meeting 3 Proxy Voting Record FRESNO COUNTY EMPLOYEES' RETIREMENT ASSOCIATION From 07-01-19 through 09-30-19 AJO Mgmt Proposed Meeting Vote Rec By Date Description Shares STERIS PLC (G8473T100 - STE) 6,813 For For Mgmt 7/30/19 Elect Director Richard C. Breeden For For Mgmt 7/30/19 Elect Director Cynthia L. Feldmann For For Mgmt 7/30/19 Elect Director Jacqueline B. Kosecoff For For Mgmt 7/30/19 Elect Director David B. Lewis For For Mgmt 7/30/19 Elect Director Walter M. Rosebrough, Jr. For For Mgmt 7/30/19 Elect Director Nirav R. Shah For For Mgmt 7/30/19 Elect Director Mohsen M. Sohi For For Mgmt 7/30/19 Elect Director Richard M. Steeves For For Mgmt 7/30/19 Ratify Ernst & Young LLP as Auditor For For Mgmt 7/30/19 Appoint Ernst & Young Chartered Accountants as Irish Statutory Auditor For For Mgmt 7/30/19 Authorize Board to Fix Remuneration of Auditors For For Mgmt 7/30/19 Advisory Vote to Ratify Named Executive Officers' Compensation 4 Proxy Voting Record FRESNO COUNTY EMPLOYEES' RETIREMENT ASSOCIATION From 10-01-19 through 12-31-19 AJO Mgmt Proposed Meeting Vote Rec By Date Description Shares AutoZone (053332102 - AZO) 786 For For Mgmt 12/18/19 Elect Director Douglas H. Brooks For For Mgmt 12/18/19 Elect Director Jill A. Soltau For For Mgmt 12/18/19 Elect Director Linda A. Goodspeed For For Mgmt 12/18/19 Elect Director Earl G. Graves, Jr. For For Mgmt 12/18/19 Elect Director Enderson Guimaraes For For Mgmt 12/18/19 Elect Director Michael M. Calbert For For Mgmt 12/18/19 Elect Director D. Bryan Jordan For For Mgmt 12/18/19 Elect Director Gale V. King For For Mgmt 12/18/19 Elect Director George R. Mrkonic, Jr. For For Mgmt 12/18/19 Elect Director William C. Rhodes, III For For Mgmt 12/18/19 Ratify Ernst & Young LLP as Auditors For For Mgmt 12/18/19 Advisory Vote to Ratify Named Executive Officers' Compensation Expedia Group (30212P303 - EXPE) 6,746 For For Mgmt 12/3/19 Elect Director Samuel Altman For For Mgmt 12/3/19 Elect Director Susan C.