Vote Summary Report
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Artemis Investment Management Voting Q4 2020 Vote Summary Report Reporting Period: 01/10/2020 to 31/12/2020 Saracen Mineral Holdings Limited Meeting Date: 06/10/2020 Country: Australia Meeting Type: Annual Proposal Vote Number Proposal Text Mgmt Rec Instruction 1 Elect Sally Langer as Director For For 2 Elect Roric Smith as Director For For 3 Elect Samantha Tough as Director For For 4 Approve Remuneration Report For For 5 Approve Long Term Incentive Plan None For 6 Approve Issuance of Performance Rights to For For Raleigh Finlayson 7 Approve Issuance of Share Rights to Sally For For Langer 8 Approve Termination Benefits For For Frasers Group Plc Meeting Date: 07/10/2020 Country: United Kingdom Meeting Type: Annual Proposal Vote Number Proposal Text Mgmt Rec Instruction 1 Accept Financial Statements and Statutory For For Reports 2 Approve Remuneration Report For For 3 Approve Amendment to the Remuneration For For Policy 4 Re-elect David Daly as Director For For 5 Re-elect Mike Ashley as Director For For 6 Re-elect David Brayshaw as Director For For 7 Re-elect Richard Bottomley as Director For For 8 Re-elect Cally Price as Director For For 9 Re-elect Nicola Frampton as Director For For 10 Elect Chris Wootton as Director For For Vote Summary Report Reporting Period: 01/10/2020 to 31/12/2020 Frasers Group Plc Proposal Vote Number Proposal Text Mgmt Rec Instruction 11 Appoint RSM UK Audit LLP as Auditors For For 12 Authorise Board to Fix Remuneration of Auditors For For 13 Approve All-Employee Omnibus Plan For For 14 Authorise Issue of Equity For For 15 Authorise Issue of Equity in Connection with a For For Rights Issue 16 Authorise Issue of Equity without Pre-emptive For For Rights 17 Authorise Issue of Equity without Pre-emptive For For Rights in Connection with an Acquisition or Other Capital Investment 18 Authorise Market Purchase of Ordinary Shares For For 19 Authorise the Company to Call General Meeting For For with Two Weeks' Notice 20 Authorise EU Political Donations and For For Expenditure Just Eat Takeaway.com NV Meeting Date: 07/10/2020 Country: Netherlands Meeting Type: Special Proposal Vote Number Proposal Text Mgmt Rec Instruction 2A Approve All-Share Combination with Grubhub For For Inc. in Accordance with the Merger Agreement 2B Grant Board Authority to Issue Shares and/or For For Grant Rights to Acquire Shares in Connection with the Transaction 2C Authorize Board to Exclude or Limit Preemptive For For Rights in Connection with the Transaction 2D Elect Matthew Maloney to Management Board For For 2E Elect Lloyd Frink to Supervisory Board For For 2F Elect David Fisher to Supervisory Board For For Vote Summary Report Reporting Period: 01/10/2020 to 31/12/2020 Just Eat Takeaway.com NV Proposal Vote Number Proposal Text Mgmt Rec Instruction 2G Approve Supplement to the Remuneration Policy For Abstain of the Management Board in Respect of Matthew Maloney Blended Rationale: An abstention is warranted. While it is appreciated that restricted share awards are more common in the US, other elements of the policy with respect to Matthew Maloney are not in line with best practice. TLG Immobilien AG Meeting Date: 07/10/2020 Country: Germany Meeting Type: Annual Proposal Vote Number Proposal Text Mgmt Rec Instruction 2 Approve Allocation of Income and Dividends of For For EUR 0.96 per Share 3 Approve Discharge of Management Board for For For Fiscal 2019 4 Approve Discharge of Supervisory Board for For For Fiscal 2019 5 Ratify Ernst & Young GmbH as Auditors for For For Fiscal 2020 6 Approve Affiliation Agreement with Subsidiary For For TLG HH1 GmbH 7 Approve Affiliation Agreement with Subsidiary For For TLG BN 1 GmbH 8 Approve Affiliation Agreement with Subsidiary For For TLG BES GmbH 9 Approve Affiliation Agreement with Subsidiary For For TLG PB1 GmbH 10 Approve Affiliation Agreement with Subsidiary For For TLG PB3 GmbH 11 Approve Decrease in Size of Supervisory Board For For to Three 12 Elect Frank Roseen to the Supervisory Board For For 13 Approve Creation of EUR 44.8 Million Pool of For Against Capital without Preemptive Rights Blended Rationale: A vote AGAINST the proposed authorisation is warranted because: the issuance requests under Items 13 and 14, when combined, would result in a potentially excessive dilution of 20 percent. Vote Summary Report Reporting Period: 01/10/2020 to 31/12/2020 TLG Immobilien AG Proposal Vote Number Proposal Text Mgmt Rec Instruction 14 Approve Issuance of Warrants/Bonds with For Against Warrants Attached/Convertible Bonds without Preemptive Rights up to Aggregate Nominal Amount of EUR 750 Million; Approve Creation of EUR 44.8 Million Pool of Capital to Guarantee Conversion Rights Blended Rationale: See item 13. 15 Authorize Use of Financial Derivatives when For Against Repurchasing Shares Blended Rationale: A vote AGAINST the use of financial derivatives when repurchasing shares is warranted because the life of options is not explicitly limited to 18 months. 16 Amend Articles Re: Proof of Entitlement For For The Restaurant Group Plc Meeting Date: 08/10/2020 Country: United Kingdom Meeting Type: Special Proposal Vote Number Proposal Text Mgmt Rec Instruction 1 Approve Remuneration Policy For Abstain Blended Rationale: An abstention is warranted. While a restricted share scheme may be appropriate some of the elements of the scheme could be improved. 2 Approve Restricted Share Plan For Abstain Blended Rationale: See item 1. Guangzhou R&F Properties Co., Ltd. Meeting Date: 09/10/2020 Country: China Meeting Type: Special Proposal Vote Number Proposal Text Mgmt Rec Instruction 1 Elect Xiang Lijun as Director and Authorize For For Board to Fix His Remuneration Vote Summary Report Reporting Period: 01/10/2020 to 31/12/2020 SDL Plc Meeting Date: 09/10/2020 Country: United Kingdom Meeting Type: Special Proposal Vote Number Proposal Text Mgmt Rec Instruction 1 Approve Matters Relating to the Recommended For For All-Share Combination of SDL plc and RWS Holdings plc SDL Plc Meeting Date: 09/10/2020 Country: United Kingdom Meeting Type: Court Proposal Vote Number Proposal Text Mgmt Rec Instruction 1 Approve Scheme of Arrangement For For China Suntien Green Energy Corporation Limited Meeting Date: 13/10/2020 Country: China Meeting Type: Special Proposal Vote Number Proposal Text Mgmt Rec Instruction 1 Approve Profit Distribution Plan For For 2 Appoint Ernst & Young Hua Ming LLP as PRC For For Auditor 3.01 Elect Gao Jun as Supervisor For For 3.02 Elect Zhang Dong Sheng as Supervisor For For The Procter & Gamble Company Meeting Date: 13/10/2020 Country: USA Meeting Type: Annual Vote Summary Report Reporting Period: 01/10/2020 to 31/12/2020 The Procter & Gamble Company Proposal Vote Number Proposal Text Mgmt Rec Instruction 1a Elect Director Francis S. Blake For For 1b Elect Director Angela F. Braly For For 1c Elect Director Amy L. Chang For For 1d Elect Director Joseph Jimenez For For 1e Elect Director Debra L. Lee For For 1f Elect Director Terry J. Lundgren For For 1g Elect Director Christine M. McCarthy For For 1h Elect Director W. James McNerney, Jr. For For 1i Elect Director Nelson Peltz For For 1j Elect Director David S. Taylor For For 1k Elect Director Margaret C. Whitman For For 1l Elect Director Patricia A. Woertz For For 2 Ratify Deloitte & Touche LLP as Auditors For For 3 Advisory Vote to Ratify Named Executive For For Officers' Compensation 4 Approve Qualified Employee Stock Purchase For For Plan 5 Report on Efforts to Eliminate Deforestation Against For Blended Rationale: Artemis supports proposals for additional disclosure where this is likely to enhance or protect shareholder value in both the short and long term. 6 Publish Annually a Report Assessing Diversity Against For and Inclusion Efforts Blended Rationale: Artemis supports proposals for additional disclosure where this is likely to enhance or protect shareholder value in both the short and long term. Watches of Switzerland Group Plc Meeting Date: 14/10/2020 Country: United Kingdom Meeting Type: Annual Proposal Vote Number Proposal Text Mgmt Rec Instruction 1 Accept Financial Statements and Statutory For For Reports Vote Summary Report Reporting Period: 01/10/2020 to 31/12/2020 Watches of Switzerland Group Plc Proposal Vote Number Proposal Text Mgmt Rec Instruction 2 Approve Remuneration Report For For 3 Re-elect Brian Duffy as Director For For 4 Re-elect Anders Romberg as Director For For 5 Re-elect Tea Colaianni as Director For For 6 Re-elect Rosa Monckton as Director For For 7 Re-elect Robert Moorhead as Director For For 8 Re-elect Fabrice Nottin as Director For For 9 Reappoint Ernst & Young LLP as Auditors For For 10 Authorise Board to Fix Remuneration of Auditors For For 11 Authorise Issue of Equity For For 12 Authorise Political Donations and Expenditure For For 13 Authorise Issue of Equity without Pre-emptive For For Rights 14 Authorise Issue of Equity without Pre-emptive For For Rights in Connection with an Acquisition or Other Capital Investment 15 Authorise the Company to Call General Meeting For For with Two Weeks' Notice China Minsheng Banking Corp., Ltd. Meeting Date: 16/10/2020 Country: China Meeting Type: Special Proposal Vote Number Proposal Text Mgmt Rec Instruction 1.01 Elect Zhang Hongwei as Director For For 1.02 Elect Lu Zhiqiang as Director For Against Blended Rationale: A vote against is warranted as the nominee is non-independent NED and serves on the Remuneration Committee, which is not fully independent. 1.03 Elect Liu Yonghao as Director For For 1.04 Elect Shi Yuzhu as Director For For 1.05 Elect Wu Di as Director For Against Blended Rationale: A vote against is warranted as the nominee is non-independent NED and serves on the Remuneration Committee, which is not fully independent.