Harvest Brand Leaders Plus Income ETF

Transcription

1 Harvest Brand Leaders Plus Income ETF HBF HBF.U (formerly Brand Leaders Plus Income ETF) Meeting Date Range: July 01, 2017 to June 30, 2018 Proxy Voting Report 3M COMPANY Security: 88579Y101 MMM US88579Y1010 Agenda Number: Meeting Date: 5/8/2018 1a. Election of Director: Sondra L. Barbour 1b. Election of Director: Thomas "Tony" K. Brown 1c. Election of Director: David B. Dillon 1d. Election of Director: Michael L. Eskew 1e. Election of Director: Herbert L. Henkel 1f. Election of Director: Amy E. Hood 1g. Election of Director: Muhtar Kent 1h. Election of Director: Edward M. Liddy 1i. Election of Director: Gregory R. Page 1j. Election of Director: Michael F. Roman 1k. Election of Director: Inge G. Thulin 1l. Election of Director: Patricia A. Woertz 2. To ratify the appointment of PricewaterhouseCoopers LLP as 3M's independent registered public accounting firm. 3. Advisory approval of executive compensation. 4. Stockholder proposal on special shareholder meetings. 5. Stockholder proposal on setting target amounts for CEO compensation. ALPHABET INC. Security: 02079K305 GOOGL US02079K3059 Agenda Number: Meeting Date: 6/6/ DIRECTOR 1 Larry Page 2 Sergey Brin 3 Eric E. Schmidt 4 L. John Doerr 5 Roger W. Ferguson, Jr. 6 Diane B. Greene 7 John L. Hennessy 8 Ann Mather 9 Alan R. Mulally 10 Sundar Pichai 11 K. Ram iram 2. The ratification of the appointment of Ernst & Young LLP as Alphabet's independent registered public accounting firm for the fiscal year ending December 31, 2018.

2 3. The approval of amendments to Alphabet's 2012 Stock Plan to increase the share reserve by 11,500,000 shares of Class C capital stock and to prohibit the repricing of stock options granted under the 2012 Stock Plan without stockholder approval. 4. A stockholder proposal regarding equal shareholder voting, if properly presented at the meeting. 5. A stockholder proposal regarding a lobbying report, if properly presented at the meeting. 6. A stockholder proposal regarding a report on gender pay, if properly presented at the meeting. 7. A stockholder proposal regarding simple majority vote, if properly presented at the meeting. 8. A stockholder proposal regarding a sustainability metrics report, if properly presented at the meeting. 9. A stockholder proposal regarding board diversity and qualifications, if properly presented at the meeting. 10. A stockholder proposal regarding a report on content governance, if properly presented at the meeting. APPLE INC. Security: Agenda Number: AAPL US Meeting Date: 2/13/2018 1a. Election of director: James Bell 1b. Election of director: Tim Cook 1c. Election of director: Al Gore 1d. Election of director: Bob Iger 1e. Election of director: Andrea Jung 1f. Election of director: Art Levinson 1g. Election of director: Ron Sugar 1h. Election of director: Sue Wagner 2. Ratification of the appointment of Ernst & Young LLP as Apple's independent registered public accounting firm for Advisory vote to approve executive compensation 4. Approval of the amended and restated Apple Inc. Non-Employee Director Stock Plan 5. A shareholder proposal entitled "Shareholder Proxy Access Amendments" 6. A shareholder proposal entitled "Human Rights Committee" CISCO SYSTEMS, INC. Security: 17275R102 CSCO US17275R1023 Agenda Number: Meeting Date: 12/11/2017 1A. ELECTION OF DIRECTOR: CAROL A. BARTZ 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS

3 1C. ELECTION OF DIRECTOR: MICHAEL D. CAPELLAS 1D. ELECTION OF DIRECTOR: AMY L. CHANG 1E. ELECTION OF DIRECTOR: DR. JOHN L. HENNESSY 1F. ELECTION OF DIRECTOR: DR. KRISTINA M. JOHNSON 1G. ELECTION OF DIRECTOR: RODERICK C. MCGEARY 1H. ELECTION OF DIRECTOR: CHARLES H. ROBBINS 1I. ELECTION OF DIRECTOR: ARUN SARIN 1J. ELECTION OF DIRECTOR: BRENTON L. SAUNDERS 1K. ELECTION OF DIRECTOR: STEVEN M. WEST 2. APPROVAL OF AMENDMENT AND RESTATEMENT OF THE 2005 STOCK INCENTIVE PLAN. 3. APPROVAL OF AMENDMENT AND RESTATEMENT OF THE EXECUTIVE INCENTIVE PLAN. 4. APPROVAL, ON AN ADVISORY BASIS, OF EXECUTIVE COMPENSATION. 5. RECOMMENDATION, ON AN ADVISORY BASIS, ON THE FREQUENCY OF EXECUTIVE COMPENSATION VOTES. 6. RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS CISCO'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL APPROVAL TO REQUEST AN ANNUAL REPORT RELATING TO CISCO'S LOBBYING POLICIES, PROCEDURES AND ACTIVITIES. CITIGROUP INC. 1 Year Security: C US Agenda Number: Meeting Date: 4/24/2018 1a. Election of Director: Michael L. Corbat 1b. Election of Director: Ellen M. Costello 1c. Election of Director: John C. Dugan 1d. Election of Director: Duncan P. Hennes 1e. Election of Director: Peter B. Henry 1f. Election of Director: Franz B. Humer 1g. Election of Director: S. Leslie Ireland 1h. Election of Director: Renee J. James 1i. Election of Director: Eugene M. McQuade 1j. Election of Director: Michael E. O'Neill 1k. Election of Director: Gary M. Reiner 1l. Election of Director: Anthony M. Santomero 1m. Election of Director: Diana L. Taylor 1n. Election of Director: James S. Turley 1o. Election of Director: Deborah C. Wright 1p. Election of Director: Ernesto Zedillo Ponce de Leon 2. Proposal to ratify the selection of KPMG LLP as Citi's independent registered public accounting firm for Advisory vote to approve Citi's 2017 executive compensation.

4 4. Approval of an amendment to the Citigroup 2014 Stock Incentive Plan authorizing additional shares. 5. Stockholder proposal requesting a Human and Indigenous Peoples' Rights Policy. 6. Stockholder proposal requesting that our Board take the steps necessary to adopt cumulative voting. 7. Stockholder proposal requesting a report on lobbying and grassroots lobbying contributions. 8. Stockholder proposal requesting an amendment to Citi's proxy access bylaw provisions pertaining to the aggregation limit and the number of candidates. 9. Stockholder proposal requesting that the Board adopt a policy prohibiting the vesting of equity-based awards for senior executives due to a voluntary resignation to enter government service. 10. Stockholder proposal requesting that the Board amend Citi's bylaws to give holders in the aggregate of 15% of Citi's outstanding common stock the power to call a special meeting. DEERE & COMPANY Security: Agenda Number: DE US Meeting Date: 2/28/2018 1A. Election of Director: Samuel R. Allen 1B. Election of Director: Vance D. Coffman 1C. Election of Director: Alan C. Heuberger 1D. Election of Director: Charles O. Holliday, Jr. 1E. Election of Director: Dipak C. Jain 1F. Election of Director: Michael O. Johanns 1G. Election of Director: Clayton M. Jones 1H. Election of Director: Brian M. Krzanich 1I. Election of Director: Gregory R. Page 1J. Election of Director: Sherry M. Smith 1K. Election of Director: Dmitri L. Stockton 1L. Election of Director: Sheila G. Talton 2. Advisory vote on executive compensation 3. Re-approve the John Deere Long-Term Incentive Cash Plan 4. Ratification of the appointment of Deloitte & Touche LLP as Deere's independent registered public accounting firm for fiscal Stockholder Proposal - Special Shareowner Meetings INTEL CORPORATION Security: Agenda Number: INTC US Meeting Date: 5/17/2018 1a. Election of Director: Aneel Bhusri 1b. Election of Director: Andy D. Bryant 1c. Election of Director: Reed E. Hundt

5 1d. Election of Director: Omar Ishrak 1e. Election of Director: Brian M. Krzanich 1f. Election of Director: Risa Lavizzo-Mourey 1g. Election of Director: Tsu-Jae King Liu 1h. Election of Director: Gregory D. Smith 1i. Election of Director: Andrew M. Wilson 1j. Election of Director: Frank D. Yeary 2. Ratification of selection of Ernst & Young LLP as our independent registered public accounting firm for Advisory vote to approve executive compensation 4. Stockholder proposal on whether to allow stockholders to act by written consent, if properly presented 5. Stockholder proposal on whether the chairman of the board should be an independent director, if properly presented 6. Stockholder proposal requesting a political contributions cost-benefit analysis report, if properly presented JOHNSON & JOHNSON Security: Agenda Number: JNJ US Meeting Date: 4/26/2018 1a. Election of Director: Mary C. Beckerle 1b. Election of Director: D. Scott Davis 1c. Election of Director: Ian E. L. Davis 1d. Election of Director: Jennifer A. Doudna 1e. Election of Director: Alex Gorsky 1f. Election of Director: Mark B. McClellan 1g. Election of Director: Anne M. Mulcahy 1h. Election of Director: William D. Perez 1i. Election of Director: Charles Prince 1j. Election of Director: A. Eugene Washington 1k. Election of Director: Ronald A. Williams 2. Advisory Vote to Approve Named Executive Officer Compensation 3. Ratification of Appointment of PricewaterhouseCoopers LLP as the Independent Registered Public Accounting Firm for Shareholder Proposal - Accounting for Litigation and Compliance in Executive Compensation Performance Measures 5. Shareholder Proposal - Amendment to Shareholder Ability to Call Special Shareholder Meeting JPMORGAN CHASE & CO. Security: 46625H100 JPM US46625H1005 Agenda Number: Meeting Date: 5/15/2018 1a. Election of Director: Linda B. Bammann 1b. Election of Director: James A. Bell 1c. Election of Director: Stephen B. Burke 1d. Election of Director: Todd A. Combs

6 1e. Election of Director: James S. Crown 1f. Election of Director: James Dimon 1g. Election of Director: Timothy P. Flynn 1h. Election of Director: Mellody Hobson 1i. Election of Director: Laban P. Jackson Jr. 1j. Election of Director: Michael A. Neal 1k. Election of Director: Lee R. Raymond 1l. Election of Director: William C. Weldon 2. Ratification of special meeting provisions in the Firm's By-Laws 3. Advisory resolution to approve executive compensation 4. Approval of Amended and Restated Long- Term Incentive Plan effective May 15, Ratification of independent registered public accounting firm 6. Independent Board chairman 7. Vesting for government service 8. Proposal to report on investments tied to genocide 9. Cumulative Voting KIMBERLY-CLARK CORPORATION Security: Agenda Number: KMB US Meeting Date: 5/10/2018 1A. Election of Director: John F. Bergstrom 1B. Election of Director: Abelardo E. Bru 1C. Election of Director: Robert W. Decherd 1D. Election of Director: Thomas J. Falk 1E. Election of Director: Fabian T. Garcia 1F. Election of Director: Michael D. Hsu 1G. Election of Director: Mae C. Jemison, M.D. 1H. Election of Director: James M. Jenness 1I. Election of Director: Nancy J. Karch 1J. Election of Director: Christa S. Quarles 1K. Election of Director: Ian C. Read 1L. Election of Director: Marc J. Shapiro 1M. Election of Director: Michael D. White 2. Ratification of Auditor 3. Advisory Vote to Approve Named Executive Officer Compensation MCDONALD'S CORPORATION Security: MCD US Agenda Number: Meeting Date: 5/24/2018 1a. Election of Director: Lloyd Dean 1b. Election of Director: Stephen Easterbrook 1c. Election of Director: Robert Eckert 1d. Election of Director: Margaret Georgiadis 1e. Election of Director: Enrique Hernandez, Jr. 1f. Election of Director: Jeanne Jackson 1g. Election of Director: Richard Lenny 1h. Election of Director: John Mulligan

7 1i. Election of Director: Sheila Penrose 1j. Election of Director: John Rogers, Jr. 1k. Election of Director: Miles White 2. Advisory vote to approve executive compensation. 3. Advisory vote to approve the appointment of Ernst & Young LLP as independent auditor for Advisory vote on a shareholder proposal requesting the ability for shareholders to act by written consent, if properly presented. 5. Advisory vote on a shareholder proposal requesting a report on plastic straws, if properly presented. 6. Advisory vote on a shareholder proposal requesting a report on charitable contributions, if properly presented. MICROSOFT CORPORATION Security: Agenda Number: MSFT US Meeting Date: 11/29/2017 1A. ELECTION OF DIRECTOR: WILLIAM H. GATES III 1B. ELECTION OF DIRECTOR: REID G. HOFFMAN 1C. ELECTION OF DIRECTOR: HUGH F. JOHNSTON 1D. ELECTION OF DIRECTOR: TERI L. LIST- STOLL 1E. ELECTION OF DIRECTOR: SATYA NADELLA 1F. ELECTION OF DIRECTOR: CHARLES H. NOSKI 1G. ELECTION OF DIRECTOR: HELMUT PANKE 1H. ELECTION OF DIRECTOR: SANDRA E. PETERSON 1I. ELECTION OF DIRECTOR: PENNY S. PRITZKER 1J. ELECTION OF DIRECTOR: CHARLES W. SCHARF 1K. ELECTION OF DIRECTOR: ARNE M. SORENSON 1L. ELECTION OF DIRECTOR: JOHN W. STANTON 1M. ELECTION OF DIRECTOR: JOHN W. THOMPSON 1N. ELECTION OF DIRECTOR: PADMASREE WARRIOR 2. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION 3. ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES TO APPROVE EXECUTIVE COMPENSATION 4. RATIFICATION OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT AUDITOR FOR FISCAL YEAR APPROVAL OF MATERIAL TERMS OF THE PERFORMANCE GOALS UNDER THE EXECUTIVE INCENTIVE PLAN 6. APPROVAL OF THE MICROSOFT CORPORATION 2017 STOCK PLAN MORGAN STANLEY 1 Year Security: Agenda Number:

8 MS US Meeting Date: 5/24/2018 1a. Election of Director: Elizabeth Corley 1b. Election of Director: Alistair Darling 1c. Election of Director: Thomas H. Glocer 1d. Election of Director: James P. Gorman 1e. Election of Director: Robert H. Herz 1f. Election of Director: Nobuyuki Hirano 1g. Election of Director: Jami Miscik 1h. Election of Director: Dennis M. Nally 1i. Election of Director: Hutham S. Olayan 1j. Election of Director: Ryosuke Tamakoshi 1k. Election of Director: Perry M. Traquina 1l. Election of Director: Rayford Wilkins, Jr. 2. To ratify the appointment of Deloitte & Touche LLP as independent auditor 3. To approve the compensation of executives as disclosed in the proxy statement (nonbinding advisory vote) 4. Shareholder proposal regarding a policy to prohibit vesting of deferred equity awards for senior executives who resign to enter government service NIKE, INC. Security: Agenda Number: NKE US Meeting Date: 9/21/ DIRECTOR 2. TO APPROVE EXECUTIVE COMPENSATION BY AN ADVISORY VOTE. 3. TO APPROVE THE FREQUENCY OF ADVISORY VOTES ON EXECUTIVE COMPENSATION BY AN ADVISORY VOTE. 4. TO APPROVE THE NIKE, INC. LONG-TERM INCENTIVE PLAN, AS AMENDED. 5. TO CONSIDER A SHAREHOLDER PROPOSAL REGARDING POLITICAL CONTRIBUTIONS DISCLOSURE. 6. TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. PEPSICO, INC. 1 ALAN B. GRAF, JR. 2 JOHN C. LECHLEITER 3 MICHELLE A. PELUSO Security: PEP US Agenda Number: Meeting Date: 5/2/2018 1a. Election of Director: Shona L. Brown 1b. Election of Director: George W. Buckley

9 1c. Election of Director: Cesar Conde 1d. Election of Director: Ian M. Cook 1e. Election of Director: Dina Dublon 1f. Election of Director: Richard W. Fisher 1g. Election of Director: William R. Johnson 1h. Election of Director: Indra K. Nooyi 1i. Election of Director: David C. Page 1j. Election of Director: Robert C. Pohlad 1k. Election of Director: Daniel Vasella 1l. Election of Director: Darren Walker 1m. Election of Director: Alberto Weisser 2. Ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm for fiscal year Advisory approval of the Company's executive compensation. 4. Special shareowner meeting improvement. ROYAL DUTCH SHELL PLC Security: Agenda Number: RDSA US Meeting Date: 5/22/ Receipt of Annual Report & Accounts 2. Approval of Directors' Remuneration Report 3. Appointment of Ann Godbehere as a Director of the Company 4. Reappointment of Director: Ben van Beurden 5. Reappointment of Director: Euleen Goh 6. Reappointment of Director: Charles O. Holliday 7. Reappointment of Director: Catherine Hughes 8. Reappointment of Director: Gerard Kleisterlee 9. Reappointment of Director: Roberto Setubal 10. Reappointment of Director: Sir Nigel Sheinwald 11. Reappointment of Director: Linda G. Stuntz 12. Reappointment of Director: Jessica Uhl 13. Reappointment of Director: Gerrit Zalm 14. Reappointment of Auditors 15. Remuneration of Auditors 16. Authority to allot shares 17. Disapplication of pre-emption rights 18. Authority to purchase own shares 19. Shareholder resolution STARBUCKS CORPORATION Security: Agenda Number: SBUX US Meeting Date: 3/21/2018 1A. Election of Director: Howard Schultz 1B. Election of Director: Rosalind G. Brewer 1C. Election of Director: Mary N. Dillon 1D. Election of Director: Mellody Hobson 1E. Election of Director: Kevin R. Johnson 1F. Election of Director: Jorgen Vig Knudstorp 1G. Election of Director: Satya Nadella

10 1H. Election of Director: Joshua Cooper Ramo 1I. Election of Director: Clara Shih 1J. Election of Director: Javier G. Teruel 1K. Election of Director: Myron E. Ullman, III 1L. Election of Director: Craig E. Weatherup 2. Advisory resolution to approve our executive compensation. 3. Ratification of selection of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal Proxy Access Bylaw Amendments. 5. Report on Sustainable Packaging. 6. "Proposal Withdrawn". 7. Diversity Report. Abstain THE WALT DISNEY COMPANY Security: Agenda Number: DIS US Meeting Date: 3/8/2018 1A. Election of director: Susan E. Arnold 1B. Election of director: Mary T. Barra 1C. Election of director: Safra A. Catz 1D. Election of director: John S. Chen 1E. Election of director: Francis A. desouza 1F. Election of director: Robert A. Iger 1G. Election of director: Maria Elena Lagomasino 1H. Election of director: Fred H. Langhammer 1I. Election of director: Aylwin B. Lewis 1J. Election of director: Mark G. Parker 2. To ratify the appointment of PricewaterhouseCoopers LLP as the Company's registered public accountants for To approve material terms of performance goals under the Amended and Restated 2002 Executive Performance Plan. 4. To approve the advisory resolution on executive compensation. 5. To approve the shareholder proposal requesting an annual report disclosing information regarding the Company's lobbying policies and activities. 6. To approve the shareholder proposal requesting the Board to amend the Company's bylaws relating to proxy access to increase the number of permitted nominees, remove the limit on aggregating shares to meet the shareholding requirement, and remove the limitation on renomination of persons based on votes in a prior election. UNITED PARCEL SERVICE, INC. Security: Agenda Number: UPS US Meeting Date: 5/10/2018 1a) Election of Director: David P. Abney 1b) Election of Director: Rodney C. Adkins 1c) Election of Director: Michael J. Burns

11 1d) Election of Director: William R. Johnson 1e) Election of Director: Candace Kendle 1f) Election of Director: Ann M. Livermore 1g) Election of Director: Rudy H.P. Markham 1h) Election of Director: Franck J. Moison 1i) Election of Director: Clark T. Randt, Jr. 1j) Election of Director: Christiana Smith Shi 1k) Election of Director: John T. Stankey 1l) Election of Director: Carol B. Tome 1m) Election of Director: Kevin M. Warsh 2. To approve the 2018 Omnibus Incentive Compensation Plan. 3. To ratify the appointment of Deloitte & Touche LLP as UPS's independent registered public accounting firm for the year ending December 31, To prepare an annual report on lobbying activities. 5. To reduce the voting power of class A stock from 10 votes per share to one vote per share. 6. To integrate sustainability metrics into executive compensation. VISA INC. Security: 92826C839 V US92826C8394 Agenda Number: Meeting Date: 1/30/2018 1A. ELECTION OF DIRECTOR: LLOYD A. CARNEY 1B. ELECTION OF DIRECTOR: MARY B. CRANSTON 1C. ELECTION OF DIRECTOR: FRANCISCO JAVIER FERNANDEZ-CARBAJAL 1D. ELECTION OF DIRECTOR: GARY A. HOFFMAN 1E. ELECTION OF DIRECTOR: ALFRED F. KELLY, JR. 1F. ELECTION OF DIRECTOR: JOHN F. LUNDGREN 1G. ELECTION OF DIRECTOR: ROBERT W. MATSCHULLAT 1H. ELECTION OF DIRECTOR: SUZANNE NORA JOHNSON 1I. ELECTION OF DIRECTOR: JOHN A.C. SWAINSON 1J. ELECTION OF DIRECTOR: MAYNARD G. WEBB, JR. 2. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION. 3. RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2018 FISCAL YEAR. YUM! BRANDS, INC. Security: Agenda Number: YUM US Meeting Date: 5/17/2018

12 1a. Election of Director: Paget L. Alves 1b. Election of Director: Michael J. Cavanagh 1c. Election of Director: Christopher M. Connor 1d. Election of Director: Brian C. Cornell 1e. Election of Director: Greg Creed 1f. Election of Director: Tanya L. Domier 1g. Election of Director: Mirian M. Graddick-Weir 1h. Election of Director: Thomas C. Nelson 1i. Election of Director: P. Justin Skala 1j. Election of Director: Elane B. Stock 1k. Election of Director: Robert D. Walter 2. Ratification of Independent Auditors. 3. Advisory Vote on Executive Compensation.