Investment Company Report

Transcription

1 Clarkston Founders Fund AMERISOURCEBERGEN CORPORATION Page 1 of 180 Security: 03073E105 Ticker: ABC ISIN: US03073E1055 Agenda Number: Meeting Date: 01-Mar-18 / 1A. Election of Director: Ornella Barra 1B. Election of Director: Steven H. Collis 1C. Election of Director: Douglas R. Conant 1D. Election of Director: D. Mark Durcan 1E. Election of Director: Richard W. Gochnauer 1F. Election of Director: Lon R. Greenberg 1G. Election of Director: Jane E. Henney, M.D. 1H. Election of Director: Kathleen W. Hyle 1I. Election of Director: Michael J. Long 1J. Election of Director: Henry W. McGee

2 Page 2 of 180 / 2. Ratification of Ernst & Young LLP as our independent registered public accounting firm for fiscal year Advisory vote to approve the compensation of our named executive officers. 4. Approval of an amendment and restatement of the AmerisourceBergen Corporation 2011 Employee Stock Purchase Plan. 5. Stockholder proposal, if properly presented, to urge the Board of Directors to adopt a policy that the Chairman of the Board be an independent director. 6. Stockholder proposal, if properly presented, regarding the ownership threshold for calling special meetings of stockholders. 7. Stockholder proposal, if properly presented, to urge the Board of Directors to adopt a policy to disclose certain incentive compensation clawbacks. 8. Stockholder proposal, if properly presented, to urge the Board of Directors to report to stockholders on governance measures implemented related to opioids.

3 Clarkston Founders Fund BROADRIDGE FINANCIAL SOLUTIONS, INC. Page 3 of 180 Security: 11133T103 Ticker: BR ISIN: US11133T1034 Agenda Number: Meeting Date: 16-Nov-17 / 1A. ELECTION OF DIRECTOR: LESLIE A. BRUN 1B. ELECTION OF DIRECTOR: PAMELA L. CARTER 1C. ELECTION OF DIRECTOR: RICHARD J. DALY 1D. ELECTION OF DIRECTOR: ROBERT N. DUELKS 1E. ELECTION OF DIRECTOR: RICHARD J. HAVILAND 1F. ELECTION OF DIRECTOR: BRETT A. KELLER 1G. ELECTION OF DIRECTOR: STUART R. LEVINE 1H. ELECTION OF DIRECTOR: MAURA A. MARKUS 1I. ELECTION OF DIRECTOR: THOMAS J. PERNA 1J. ELECTION OF DIRECTOR: ALAN J. WEBER

4 Page 4 of 180 / 2) ADVISORY VOTE TO APPROVE THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS (THE SAY ON PAY VOTE). 3) ADVISORY VOTE ON THE FREQUENCY OF HOLDING THE SAY ON PAY VOTE (THE FREQUENCY VOTE). 1 Year 4) TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING JUNE 30, 2018.

5 Clarkston Founders Fund BROWN & BROWN, INC. Page 5 of 180 Security: Ticker: BRO ISIN: US Agenda Number: Meeting Date: 02-May DIRECTOR / 1 J. Hyatt Brown Withheld 2 Samuel P. Bell, III Withheld 3 Hugh M. Brown 4 J. Powell Brown 5 Bradley Currey, Jr. Withheld 6 Theodore J. Hoepner Withheld 7 James S. Hunt 8 Toni Jennings 9 Timothy R.M. Main 10 H. Palmer Proctor, Jr. 11 Wendell S. Reilly Withheld

6 Page 6 of 180 / 12 Chilton D. Varner 2. To ratify the appointment of Deloitte & Touche LLP as Brown & Brown, Inc.'s independent registered public accountants for the fiscal year ending December 31, To approve, on an advisory basis, the compensation of named executive officers. 4. To approve an amendment to Brown & Brown, Inc.'s 2008 Sharesave Plan.

7 Clarkston Founders Fund C.H. ROBINSON WORLDWIDE, INC. Page 7 of 180 Security: 12541W209 Ticker: CHRW ISIN: US12541W2098 Agenda Number: Meeting Date: 10-May-18 / 1a. Election of Director: Scott P. Anderson 1b. Election of Director: Robert Ezrilov 1c. Election of Director: Wayne M. tun 1d. Election of Director: Timothy C. Gokey 1e. Election of Director: Mary J. Steele Guilfoile 1f. Election of Director: Jodee A. Kozlak 1g. Election of Director: Brian P. Short 1h. Election of Director: James B. Stake 1i. Election of Director: John P. Wiehoff 2. To approve, on an advisory basis, the compensation of our named executive officers.

8 Page 8 of 180 / 3. Ratification of the selection of Deloitte & Touche LLP as the company's independent auditors for the fiscal year ending December 31, Report on the feasibility of GHG Disclosure and Management.

9 Clarkston Founders Fund CINTAS CORPORATION Page 9 of 180 Security: Ticker: CTAS ISIN: US Agenda Number: Meeting Date: 17-Oct-17 / 1A. ELECTION OF DIRECTOR: GERALD S. ADOLPH 1B. ELECTION OF DIRECTOR: JOHN F. BARRETT 1C. ELECTION OF DIRECTOR: MELANIE W. BARSTAD 1D. ELECTION OF DIRECTOR: ROBERT E. COLETTI 1E. ELECTION OF DIRECTOR: RICHARD T. FARMER 1F. ELECTION OF DIRECTOR: SCOTT D. FARMER 1G. ELECTION OF DIRECTOR: JAMES J. JOHNSON 1H. ELECTION OF DIRECTOR: JOSEPH SCAMINACE 1I. ELECTION OF DIRECTOR: RONALD W. TYSOE 2. TO APPROVE, ON AN ADVISORY BASIS, NAMED EXECUTIVE OFFICER COMPENSATION.

10 Page 10 of 180 / 3. TO RECOMMEND, ON AN ADVISORY BASIS, THE FREQUENCY OF THE ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION. 1 Year 4. TO RATIFY ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2018.

11 Clarkston Founders Fund DENTSPLY SIRONA INC. Page 11 of 180 Security: 24906P109 Ticker: XRAY ISIN: US24906P1093 Agenda Number: Meeting Date: 23-May-18 / 1a. Election of Director: Michael C. Alfano 1b. Election of Director: David K. Beecken 1c. Election of Director: Eric K. Brandt 1d. Election of Director: Donald M. Casey Jr. 1e. Election of Director: Michael J. Coleman 1f. Election of Director: Willie A. Deese 1g. Election of Director: Betsy D. Holden 1h. Election of Director: Thomas Jetter 1i. Election of Director: Arthur D. Kowaloff 1j. Election of Director: Harry M. Kraemer Jr. 1k. Election of Director: Francis J. Lunger

12 Page 12 of 180 / 1l. Election of Director: Leslie F. Varon 2. Ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accountants for Approval, non-binding vote, of the Company's executive compensation. 4. Approval of DENTSPLY SIRONA Inc. Employee Stock Purchase Plan. 5. Approval of Amendment to Certificate of Incorporation to eliminate the supermajority requirement for stockholders to amend the laws.

13 Clarkston Founders Fund FACTSET RESEARCH SYSTEMS INC. Page 13 of 180 Security: Ticker: FDS ISIN: US Agenda Number: Meeting Date: 19-Dec-17 / 1.1 ELECTION OF DIRECTOR: MALCOLM FRANK 1.2 ELECTION OF DIRECTOR: ROBIN A. ABRAMS 1.3 ELECTION OF DIRECTOR: LAURIE SIEGEL 2. TO RATIFY THE APPOINTMENT OF THE ACCOUNTING FIRM OF ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING AUGUST 31, TO APPROVE, BY NON-BINDING VOTE, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. 4. TO APPROVE THE FACTSET RESEARCH SYSTEMS INC. STOCK OPTION AND AWARD PLAN, AS AMENDED AND RESTATED. 5. TO APPROVE THE FACTSET RESEARCH SYSTEMS INC. NON-EMPLOYEE DIRECTORS' STOCK OPTION AND AWARD PLAN, AS AMENDED AND RESTATED. 6. TO APPROVE THE FACTSET RESEARCH SYSTEMS INC. EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED AND RESTATED.

14 Page 14 of 180 / 7. TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY OF EXECUTIVE COMPENSATION VOTING. 1 Year

15 Clarkston Founders Fund FASTENAL COMPANY Page 15 of 180 Security: Ticker: FAST ISIN: US Agenda Number: Meeting Date: 24-Apr-18 / 1A. Election of Director: Willard D. Oberton 1B. Election of Director: Michael J. Ancius 1C. Election of Director: Michael J. Dolan 1D. Election of Director: Stephen L. Eastman 1E. Election of Director: Daniel L. Florness 1F. Election of Director: Rita J. Heise 1G. Election of Director: Darren R. Jackson 1H. Election of Director: Daniel L. Johnson 1I Election of Director: Scott A. Satterlee 1J. Election of Director: Reyne K. Wisecup

16 Page 16 of 180 / 2. Ratification of the appointment of KPMG LLP as independent registered public accounting firm for the 2018 fiscal year. 3. Approval, non-binding vote, of executive compensation. 4. Approval of the Fastenal Company Non- Employee Director Stock Option Plan.

17 Clarkston Founders Fund IHS MARKIT LTD Page 17 of 180 Security: G Ticker: INFO ISIN: BMG Agenda Number: Meeting Date: 11-Apr DIRECTOR / 1 Dinyar S. Devitre 2 Nicoletta Giadrossi 3 Robert P. Kelly 4 Deborah D. McWhinney 2. To approve the appointment of Ernst & Young LLP as the Company's independent registered public accountants until the close of the next Annual General Meeting of Shareholders and to authorize the Company's Board of Directors, acting the Audit Committee, to determine the remuneration of the independent registered public accountants. 3. To approve, on an advisory, non-binding basis, the compensation of the Company's named executive officers. 4. To approve amendments to the Company's e-laws to declassify the Board of Directors.

18 Page 18 of 180 / 5. To approve amendments to the Company's e-laws to implement majority voting in uncontested director elections and certain other related, administrative or immaterial changes.

19 Clarkston Founders Fund LEGG MASON, INC. Page 19 of 180 Security: Ticker: LM ISIN: US Agenda Number: Meeting Date: 25-Jul DIRECTOR / 1 ROBERT E. ANGELICA Withheld 2 TIANQIAO CHEN 3 WEN-YU "ROBERT" CHIU 4 CAROL ANTHONY DAVIDSON 5 BARRY W. HUFF 6 JOHN V. MURPHY Withheld 7 W. ALLEN REED Withheld 8 MARGARET M. RICHARDSON 9 KURT L. SCHMOKE Withheld 10 JOSEPH A. SULLIVAN Withheld 2. APPROVAL OF THE LEGG MASON, INC EQUITY INCENTIVE PLAN.

20 Page 20 of 180 / 3. APPROVAL OF THE AMENDMENT OF THE LEGG MASON, INC. EMPLOYEE STOCK PURCHASE PLAN. 4. AN ADVISORY VOTE TO APPROVE THE COMPENSATION OF LEGG MASON'S NAMED EXECUTIVE OFFICERS. 5. AN ADVISORY VOTE ON THE FREQUENCY WITH WHICH TO HOLD AN ADVISORY VOTE ON THE COMPENSATION OF LEGG MASON'S NAMED EXECUTIVE OFFICERS. 1 Year 6. RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS LEGG MASON'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING MARCH 31, 2018.

21 Clarkston Founders Fund LKQ CORPORATION Page 21 of 180 Security: Ticker: LKQ ISIN: US Agenda Number: Meeting Date: 07-May-18 / 1a. Election of Director: Sukhpal Singh Ahluwalia 1b. Election of Director: A. Clinton Allen 1c. Election of Director: Robert M. Hanser 1d. Election of Director: Joseph M. Holsten 1e. Election of Director: Blythe J. McGarvie 1f. Election of Director: John F. O'Brien 1g. Election of Director: Guhan Subramanian 1h. Election of Director: William M. Webster, IV 1i. Election of Director: Dominick Zarcone 2. Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2018.

22 Page 22 of 180 / 3. Approval, on an advisory basis, of the compensation of our named executive officers.

23 Clarkston Founders Fund MARKEL CORPORATION Page 23 of 180 Security: Ticker: MKL ISIN: US Agenda Number: Meeting Date: 14-May-18 / 1a. Election of Director: J. Alfred Broaddus, Jr. 1b. Election of Director: K. Bruce Connell 1c. Election of Director: Thomas S. Gayner 1d. Election of Director: Stewart M. Kasen 1e. Election of Director: Alan I. Kirshner 1f. Election of Director: Diane Leopold 1g. Election of Director: Lemuel E. Lewis 1h. Election of Director: Anthony F. Markel 1i. Election of Director: Steven A. Markel 1j. Election of Director: Darrell D. Martin 1k. Election of Director: Michael O'Reilly

24 Page 24 of 180 / 1l. Election of Director: Michael J. Schewel 1m. Election of Director: Richard R. Whitt, III 1n. Election of Director: Debora J. Wilson 2. Advisory vote on approval of executive compensation. 3. Ratify the selection of KPMG LLP the Audit Committee of the Board of Directors as the Company's independent registered public accounting firm for the year ending December 31, 2018.

25 Clarkston Founders Fund MCKESSON CORPORATION Page 25 of 180 Security: 58155Q103 Ticker: MCK ISIN: US58155Q1031 Agenda Number: Meeting Date: 26-Jul-17 / 1A. ELECTION OF DIRECTOR: ANDY D. BRYANT 1B. ELECTION OF DIRECTOR: N. ANTHONY COLES, M.D. 1C. ELECTION OF DIRECTOR: JOHN H. HAMMERGREN 1D. ELECTION OF DIRECTOR: M. CHRISTINE JACOBS 1E. ELECTION OF DIRECTOR: DONALD R. KNAUSS 1F. ELECTION OF DIRECTOR: MARIE L. KNOWLES 1G. ELECTION OF DIRECTOR: EDWARD A. MUELLER 1H. ELECTION OF DIRECTOR: SUSAN R. SALKA 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, 2018.

26 Page 26 of 180 / 3. ADVISORY VOTE ON EXECUTIVE COMPENSATION. 4. ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY VOTE ON EXECUTIVE COMPENSATION. 1 Year 5. SHAREHOLDER PROPOSAL ON INDEPENDENT BOARD CHAIRMAN. 6. SHAREHOLDER PROPOSAL ON ACTION BY WRITTEN CONSENT OF SHAREHOLDERS.

27 Clarkston Founders Fund NIELSEN HOLDINGS PLC Page 27 of 180 Security: G6518L108 Ticker: NLSN ISIN: GB00BWFY5505 Agenda Number: Meeting Date: 22-May-18 / 1a. Election of Director: James A. Attwood, Jr. 1b. Election of Director: Mitch Barns 1c. Election of Director: Guerrino De Luca 1d. Election of Director: Karen M. Hoguet 1e. Election of Director: Harish Manwani 1f. Election of Director: Robert C. Pozen 1g. Election of Director: David Rawlinson 1h. Election of Director: Javier G. Teruel 1i. Election of Director: Lauren Zalaznick 2. To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2018.

28 Page 28 of 180 / 3. To reappoint Ernst & Young LLP as our UK statutory auditor to audit our UK statutory annual accounts for the year ending December 31, To authorize the Audit Committee to determine the compensation of our UK statutory auditor. 5. To approve on a non-binding, advisory basis the compensation of our named executive officers as disclosed in the proxy statement. 6. To approve on a non-binding, advisory basis the Directors' Compensation Report for the year ended December 31, To approve the Directors' Compensation Policy.

29 Clarkston Founders Fund PAYCHEX, INC. Page 29 of 180 Security: Ticker: PAYX ISIN: US Agenda Number: Meeting Date: 11-Oct-17 / 1A. ELECTION OF DIRECTOR: B. THOMAS GOLISANO 1B. ELECTION OF DIRECTOR: THOMAS F. BONADIO 1C. ELECTION OF DIRECTOR: JOSEPH G. DOODY 1D. ELECTION OF DIRECTOR: DAVID J.S. FLASCHEN 1E. ELECTION OF DIRECTOR: PHILLIP HORSLEY 1F. ELECTION OF DIRECTOR: GRANT M. INMAN 1G. ELECTION OF DIRECTOR: MARTIN MUCCI 1H. ELECTION OF DIRECTOR: JOSEPH M. TUCCI 1I. ELECTION OF DIRECTOR: JOSEPH M. VELLI 1J. ELECTION OF DIRECTOR: KARA WILSON

30 Page 30 of 180 / 2. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION. 3. ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON NAMED EXECUTIVE OFFICER COMPENSATION. 1 Year 4. RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

31 Clarkston Founders Fund ROPER TECHNOLOGIES, INC. Page 31 of 180 Security: Ticker: ROP ISIN: US Agenda Number: Meeting Date: 04-Jun DIRECTOR / 1 Shellye L. Archambeau 2 Amy Woods Brinkley 3 John F. t, III Withheld 4 Brian D. Jellison Withheld 5 Robert D. Johnson Withheld 6 Robert E. Knowling, Jr. Withheld 7 Wilbur J. Prezzano Withheld 8 Laura G. Thatcher 9 Richard F. Wallman Withheld 10 Christopher Wright Withheld

32 Page 32 of 180 / 2. To consider, on a non-binding advisory basis, a resolution approving the compensation of our named executive officers. 3. To ratify of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the year ending December 31, 2018.

33 Clarkston Founders Fund STERICYCLE, INC. Page 33 of 180 Security: Ticker: SRCL ISIN: US Agenda Number: Meeting Date: 23-May-18 / 1a. Election of Director: Robert S. Murley 1b. Election of Director: Charles A. Alutto 1c. Election of Director: Brian P. Anderson 1d. Election of Director: Lynn D. Bleil 1e. Election of Director: Thomas D. Brown 1f. Election of Director: Thomas F. Chen 1g. Election of Director: Mark C. Miller 1h. Election of Director: John Patience 1i. Election of Director: Mike S. Zafirovski 2. Advisory vote to approve executive compensation

34 Page 34 of 180 / 3. Ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for Stockholder proposal entitled Special Shareholder Meeting Improvement 5. Stockholder proposal on the vesting of equity awards upon a change in control

35 Clarkston Founders Fund SYSCO CORPORATION Page 35 of 180 Security: Ticker: SYY ISIN: US Agenda Number: Meeting Date: 17-Nov-17 / 1A. ELECTION OF DIRECTOR: DANIEL J. BRUTTO 1B. ELECTION OF DIRECTOR: JOHN M. CASSADAY 1C. ELECTION OF DIRECTOR: WILLIAM J. DELANEY 1D. ELECTION OF DIRECTOR: JOSHUA D. FRANK 1E. ELECTION OF DIRECTOR: LARRY C. GLASSCOCK 1F. ELECTION OF DIRECTOR: BRADLEY M. HALVERSON 1G. ELECTION OF DIRECTOR: HANS-JOACHIM KOERBER 1H. ELECTION OF DIRECTOR: NANCY S. NEWCOMB 1I. ELECTION OF DIRECTOR: NELSON PELTZ 1J. ELECTION OF DIRECTOR: EDWARD D. SHIRLEY

36 Page 36 of 180 / 1K. ELECTION OF DIRECTOR: SHEILA G. TALTON 1L. ELECTION OF DIRECTOR: RICHARD G. TILGHMAN 1M. ELECTION OF DIRECTOR: JACKIE M. WARD 2. TO APPROVE, BY ADVISORY VOTE, THE COMPENSATION PAID TO SYSCO'S NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN SYSCO'S 2017 PROXY STATEMENT. 3. TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY OF EXECUTIVE COMPENSATION VOTES. 1 Year 4. TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS SYSCO'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL TO CONSIDER A STOCKHOLDER PROPOSAL, IF PROPERLY PRESENTED AT THE MEETING, REGARDING A POLICY LIMITING ACCELERATED VESTING OF EQUITY AWARDS UPON A CHANGE IN CONTROL.

37 Clarkston Founders Fund THE CHARLES SCHWAB CORPORATION Page 37 of 180 Security: Ticker: SCHW ISIN: US Agenda Number: Meeting Date: 15-May-18 / 1a. Election of Director: Walter W. Bettinger II 1b. Election of Director: Joan T. Dea 1c. Election of Director: Christopher V. Dodds 1d. Election of Director: Mark A. Goldfarb 1e. Election of Director: Charles A. Ruffel 2. Ratification of the selection of Deloitte & Touche LLP as independent auditors 3. Advisory vote to approve named executive officer compensation 4. Approval of 2013 Stock Incentive Plan as Amended and Restated 5. Approval of Amended and Restated Bylaws to adopt a proxy access law for director nominations stockholders 6. Stockholder Proposal requesting annual disclosure of EEO-1 data

38 Page 38 of 180 / 7. Stockholder Proposal requesting disclosure of the company's political contributions and expenditures, recipients, and related policies and procedures

39 Clarkston Founders Fund THE WESTERN UNION COMPANY Page 39 of 180 Security: Ticker: WU ISIN: US Agenda Number: Meeting Date: 18-May-18 / 1a. Election of Director: Martin I. Cole 1b. Election of Director: Hikmet Ersek 1c. Election of Director: Richard A. Goodman 1d. Election of Director: Betsy D. Holden 1e. Election of Director: Jeffrey A. Joerres 1f. Election of Director: Roberto G. Mendoza 1g. Election of Director: Michael A. Miles, Jr. 1h. Election of Director: Robert W. Selander 1i. Election of Director: Frances Fragos Townsend 1j. Election of Director: Solomon D. Trujillo

40 Page 40 of 180 / 2. Advisory Vote to Approve Executive Compensation 3. Ratification of Selection of Ernst & Young LLP as Independent Registered Public Accounting Firm for Approval of Amendment to the Charter to Reduce the Threshold Stock Ownership Requirement for Stockholders to Call a Special Meeting 5. Stockholder Proposal Regarding Political Contributions Disclosure

41 Clarkston Founders Fund WATERS CORPORATION Page 41 of 180 Security: Ticker: WAT ISIN: US Agenda Number: Meeting Date: 09-May-18 / 1A Election of Director: Michael J. Berendt, Ph.D. 1B Election of Director: Edward Conard 1C Election of Director: Laurie H. Glimcher, M.D. 1D Election of Director: Christopher A. Kuebler 1E Election of Director: Christopher J. O'Connell 1F Election of Director: Flemming Ornskov, M.D. 1G Election of Director: JoAnn A. Reed 1H Election of Director: Thomas P. Salice 2. To ratify the selection of PricewaterhouseCoopers LLP as the Company's Independent Registered Public Accounting Firm for the fiscal year ending December 31, To approve, non-binding vote, executive compensation.

42 Clarkston Founders Fund WILLIS TOWERS WATSON PUBLIC LIMITED CO. Page 42 of 180 Security: G Ticker: WLTW ISIN: IE00BDB6Q211 Agenda Number: Meeting Date: 23-May-18 / 1a. Election of Director: Anna C. Catalano 1b. Election of Director: Victor F. Ganzi 1c. Election of Director: John J. Haley 1d. Election of Director: Wendy E. Lane 1e. Election of Director: James F. McCann 1f. Election of Director: Brendan R. O'Neill 1g. Election of Director: Jaymin B. Patel 1h. Election of Director: Linda D. Rabbitt 1i. Election of Director: Paul Thomas 1j. Election of Director: Wilhelm Zeller

43 Page 43 of 180 / 2. Ratify, on an advisory basis, the appointment of (i) Deloitte & Touche LLP to audit our financial statements and (ii) Deloitte LLP to audit our Irish Statutory Accounts, and authorize, in a binding vote, the Board, acting through the Audit & Risk Committee, to fix the independent auditors' remuneration. 3. Approve, on an advisory basis, the named executive officer compensation. 4. Renew the Board's existing authority to issue shares under Irish law. 5. Renew the Board's existing authority to opt out of statutory pre-emption rights under Irish law.

44 Clarkston Fund AMERICAN EXPRESS COMPANY Page 44 of 180 Security: Ticker: AXP ISIN: US Agenda Number: Meeting Date: 07-May-18 / 1a. Election of Director: Charlene Barshefsky 1b. Election of Director: John J. Brennan 1c. Election of Director: Peter Chernin 1d. Election of Director: Ralph de la Vega 1e. Election of Director: Anne L. Lauvergeon 1f. Election of Director: Michael O. Leavitt 1g. Election of Director: Theodore J. Leonsis 1h. Election of Director: Richard C. Levin 1i. Election of Director: Samuel J. Palmisano 1j. Election of Director: Stephen J. Squeri 1k. Election of Director: Daniel L. Vasella

45 Page 45 of 180 / 1l. Election of Director: Ronald A. Williams 1m. Election of Director: Christopher D. Young 2. Ratification of appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for Approval, on an advisory basis, of the Company's executive compensation. 4. Shareholder proposal relating to action written consent. 5. Shareholder proposal relating to independent board chairman.

46 Clarkston Fund AMERISOURCEBERGEN CORPORATION Page 46 of 180 Security: 03073E105 Ticker: ABC ISIN: US03073E1055 Agenda Number: Meeting Date: 01-Mar-18 / 1A. Election of Director: Ornella Barra 1B. Election of Director: Steven H. Collis 1C. Election of Director: Douglas R. Conant 1D. Election of Director: D. Mark Durcan 1E. Election of Director: Richard W. Gochnauer 1F. Election of Director: Lon R. Greenberg 1G. Election of Director: Jane E. Henney, M.D. 1H. Election of Director: Kathleen W. Hyle 1I. Election of Director: Michael J. Long 1J. Election of Director: Henry W. McGee

47 Page 47 of 180 / 2. Ratification of Ernst & Young LLP as our independent registered public accounting firm for fiscal year Advisory vote to approve the compensation of our named executive officers. 4. Approval of an amendment and restatement of the AmerisourceBergen Corporation 2011 Employee Stock Purchase Plan. 5. Stockholder proposal, if properly presented, to urge the Board of Directors to adopt a policy that the Chairman of the Board be an independent director. 6. Stockholder proposal, if properly presented, regarding the ownership threshold for calling special meetings of stockholders. 7. Stockholder proposal, if properly presented, to urge the Board of Directors to adopt a policy to disclose certain incentive compensation clawbacks. 8. Stockholder proposal, if properly presented, to urge the Board of Directors to report to stockholders on governance measures implemented related to opioids.

48 Clarkston Fund ANHEUSER-BUSCH INBEV SA Page 48 of 180 Security: 03524A108 Ticker: BUD ISIN: US03524A1088 Agenda Number: Meeting Date: 25-Apr-18 / 4. Approval of the statutory annual accounts 5. Discharge to the Directors 6. Discharge to the statutory auditor 7a. Renewing the appointment as director of Mr. Paul Cornet de Ways Ruart, for a period of two years 7b. Renewing the appointment as director of Mr. Stefan Descheemaeker, for a period of two years 7c. Renewing the appointment as director of Mr. Gregoire de Spoelberch, for a period of two years 7d. Renewing the appointment as director o f Mr. Alexandre Van Damme, for a period of two years 7e. Renewing the appointment as director of Mr. Alexandre Behring, for a period of two years 7f. Renewing the appointment as director of Mr. Paulo Lemann, for a period of two years

49 Page 49 of 180 / 7g. Renewing the appointment as director of Mr. Carlos Alberto da Veiga Sicupira, for a period of two years 7h. Renewing the appointment as director of Mr. Marcel Herrmann Telles, for a period of two years 7i. Renewing the appointment as director of Mrs. Maria Asuncion Aramburuzabala, for a period of two years 7j. Renewing the appointment as Restricted Share Director of Mr. Martin J. Barrington, for a period of one year 7k. Renewing the appointment as Restricted Share Director of Mr. William F. Gifford, Jr., for a period of one year 7l. Renewing the appointment as Restricted Share Director of Mr. Alejandro Santo Domingo Davila, for a period of one year 8a. Remuneration policy and remuneration report of the Company 8b. Approval of increased fixed annual fee of the Chairman 8c. Stock options for Directors 8d. Revised remuneration of the statutory auditor B1. Filings

50 Clarkston Fund C.H. ROBINSON WORLDWIDE, INC. Page 50 of 180 Security: 12541W209 Ticker: CHRW ISIN: US12541W2098 Agenda Number: Meeting Date: 10-May-18 / 1a. Election of Director: Scott P. Anderson 1b. Election of Director: Robert Ezrilov 1c. Election of Director: Wayne M. tun 1d. Election of Director: Timothy C. Gokey 1e. Election of Director: Mary J. Steele Guilfoile 1f. Election of Director: Jodee A. Kozlak 1g. Election of Director: Brian P. Short 1h. Election of Director: James B. Stake 1i. Election of Director: John P. Wiehoff 2. To approve, on an advisory basis, the compensation of our named executive officers.

51 Page 51 of 180 / 3. Ratification of the selection of Deloitte & Touche LLP as the company's independent auditors for the fiscal year ending December 31, Report on the feasibility of GHG Disclosure and Management.

52 Clarkston Fund CAPITAL ONE FINANCIAL CORPORATION Page 52 of 180 Security: 14040H105 Ticker: COF ISIN: US14040H1059 Agenda Number: Meeting Date: 03-May-18 / 1A. Election of Director: Richard D. Fairbank 1B. Election of Director: Aparna Chennapragada 1C. Election of Director: Ann Fritz Hackett 1D. Election of Director: Lewis Hay, III 1E. Election of Director: Benjamin P. Jenkins,III 1F. Election of Director: Peter Thomas Killalea 1G. Election of Director: Pierre E. Leroy 1H. Election of Director: Peter E. Raskind 1I. Election of Director: Mayo A. Shattuck III 1J. Election of Director: Bradford H. Warner 1K. Election of Director: Catherine G. West

53 Page 53 of 180 / 2. Ratification of selection of Ernst & Young LLP as independent auditors of Capital One for Advisory approval of Capital One's 2017 Named Executive Officer compensation. 4. Ratification of 25% ownership threshold for stockholders to request a special meeting of stockholders.

54 Clarkston Fund CISCO SYSTEMS, INC. Page 54 of 180 Security: 17275R102 Ticker: CSCO ISIN: US17275R1023 Agenda Number: Meeting Date: 11-Dec-17 / 1A. ELECTION OF DIRECTOR: CAROL A. BARTZ 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS 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

55 Page 55 of 180 / 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. 1 Year 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.

56 Clarkston Fund DIAGEO PLC Page 56 of 180 Security: 25243Q205 Ticker: DEO ISIN: US25243Q2057 Agenda Number: Meeting Date: 20-Sep-17 / 1. REPORT AND ACCOUNTS DIRECTORS' REMUNERATION REPORT DIRECTORS' REMUNERATION POLICY DECLARATION OF FINAL DIVIDEND. 5. RE-ELECTION OF PB BRUZELIUS AS A DIRECTOR. (AUDIT, NOMINATION & REMUNERATION) 6. RE-ELECTION OF LORD DAVIES AS A DIRECTOR. (AUDIT, NOMINATION, REMUNERATION & CHAIRMAN OF COMMITTEE) 7. RE-ELECTION OF J FERRAN AS A DIRECTOR. (NOMINATION & CHAIRMAN OF COMMITTEE) 8. RE-ELECTION OF HO KWONPING AS A DIRECTOR. (AUDIT, NOMINATION & REMUNERATION) 9. RE-ELECTION OF BD HOLDEN AS A DIRECTOR. (AUDIT, NOMINATION & REMUNERATION)

57 Page 57 of 180 / 10. RE-ELECTION OF NS MENDELSOHN AS A DIRECTOR. (AUDIT, NOMINATION & REMUNERATION) 11. RE-ELECTION OF IM MENEZES AS A DIRECTOR. (EXECUTIVE & CHAIRMAN OF COMMITTEE) 12. RE-ELECTION OF KA MIKELLS AS A DIRECTOR. (EXECUTIVE) 13. RE-ELECTION OF AJH STEWART AS A DIRECTOR. (AUDIT, CHAIRMAN OF COMMITTEE, NOMINATION & REMUNERATION) 14. RE-APPOINTMENT OF AUDITOR. 15. REMUNERATION OF AUDITOR. 16. AUTHORITY TO ALLOT SHARES. 17. DISAPPLICATION OF PRE-EMPTION RIGHTS. 18. AUTHORITY TO PURCHASE OWN ORDINARY SHARES. 19. AUTHORITY TO MAKE POLITICAL DONATIONS AND/OR TO INCUR POLITICAL EXPENDITURE IN THE EU. 20. ADOPTION OF THE DIAGEO PLC 2017 SHARE VALUE PLAN.

58 Clarkston Fund EMERSON ELECTRIC CO. Page 58 of 180 Security: Ticker: EMR ISIN: US Agenda Number: Meeting Date: 06-Feb DIRECTOR / 1 A. F. GOLDEN 2 C. KENDLE 3 J. S. TURLEY 4 G. A. FLACH 2. RATIFICATION OF KPMG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3. APPROVAL, BY NON-BINDING ADVISORY VOTE, OF EMERSON ELECTRIC CO. EXECUTIVE COMPENSATION. 4. APPROVAL OF AN AMENDMENT TO EMERSON'S RESTATED ARTICLES OF INCORPORATION TO PROVIDE SHAREHOLDERS THE RIGHT TO AMEND THE BYLAWS. 5. RATIFICATION, ON AN ADVISORY BASIS, OF THE COMPANY'S FORUM SELECTION BYLAW.

59 Page 59 of 180 / 6. APPROVAL OF THE SHAREHOLDER PROPOSAL REGARDING ADOPTION OF AN INDEPENDENT BOARD CHAIR POLICY AS DESCRIBED IN THE PROXY STATEMENT. 7. APPROVAL OF THE SHAREHOLDER PROPOSAL REQUESTING ISSUANCE OF A POLITICAL CONTRIBUTIONS REPORT AS DESCRIBED IN THE PROXY STATEMENT. 8. APPROVAL OF THE SHAREHOLDER PROPOSAL REQUESTING ISSUANCE OF A LOBBYING REPORT AS DESCRIBED IN THE PROXY STATEMENT. 9. APPROVAL OF THE SHAREHOLDER PROPOSAL ON GREENHOUSE GAS EMISSIONS AS DESCRIBED IN THE PROXY STATEMENT.

60 Clarkston Fund GENERAL ELECTRIC COMPANY Page 60 of 180 Security: Ticker: GE ISIN: US Agenda Number: Meeting Date: 25-Apr-18 / A1 Election of Director: Sebastien M. Bazin A2 Election of Director: W. Geoffrey Beattie A3 Election of Director: John J. Brennan A4 Election of Director: H. Lawrence Culp, Jr. A5 Election of Director: Francisco D'Souza A6 Election of Director: John L. Flannery A7 Election of Director: Edward P. Garden A8 Election of Director: Thomas W. Horton A9 Election of Director: Risa Lavizzo-Mourey A10 Election of Director: James J. Mulva A11 Election of Director: Leslie F. Seidman

61 Page 61 of 180 / A12 Election of Director: James S. Tisch B1 Advisory Approval of Our Named Executives' Compensation B2 Approval of the GE International Employee Stock Purchase Plan B3 Ratification of KPMG as Independent Auditor for 2018 C1 Require the Chairman of the Board to be Independent C2 Adopt Cumulative Voting for Director Elections C3 Deduct Impact of Stock Buybacks from Executive Pay C4 Issue Report on Political Lobing and Contributions C5 Issue Report on Stock Buybacks C6 Permit Shareholder Action Written Consent

62 Clarkston Fund INTERNATIONAL BUSINESS MACHINES CORP. Page 62 of 180 Security: Ticker: IBM ISIN: US Agenda Number: Meeting Date: 24-Apr-18 / 1a. Election of Director for a Term of One Year: K.I. Chenault 1b. Election of Director for a Term of One Year: M.L. Eskew 1c. Election of Director for a Term of One Year: D.N. Farr 1d. Election of Director for a Term of One Year: A. Gorsky 1e. Election of Director for a Term of One Year: S.A. Jackson 1f. Election of Director for a Term of One Year: A.N. Liveris 1g. Election of Director for a Term of One Year: H.S. Olayan 1h. Election of Director for a Term of One Year: J.W. Owens 1i. Election of Director for a Term of One Year: V.M. Rometty 1j. Election of Director for a Term of One Year: J.R. Swedish

63 Page 63 of 180 / 1k. Election of Director for a Term of One Year: S. Taurel 1l. Election of Director for a Term of One Year: P.R. Voser 1m. Election of Director for a Term of One Year: F.H. Waddell 2. Ratification of Appointment of Independent Registered Public Accounting Firm 3. Advisory Vote on Executive Compensation 4. Stockholder Proposal on Lobing Disclosure 5. Stockholder Proposal on Shareholder Ability to Call a Special Shareholder Meeting 6. Stockholder Proposal to Have an Independent Board Chairman

64 Clarkston Fund JOHNSON & JOHNSON Page 64 of 180 Security: Ticker: JNJ ISIN: US Agenda Number: Meeting Date: 26-Apr-18 / 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

65 Page 65 of 180 / 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

66 Clarkston Fund MARKEL CORPORATION Page 66 of 180 Security: Ticker: MKL ISIN: US Agenda Number: Meeting Date: 14-May-18 / 1a. Election of Director: J. Alfred Broaddus, Jr. 1b. Election of Director: K. Bruce Connell 1c. Election of Director: Thomas S. Gayner 1d. Election of Director: Stewart M. Kasen 1e. Election of Director: Alan I. Kirshner 1f. Election of Director: Diane Leopold 1g. Election of Director: Lemuel E. Lewis 1h. Election of Director: Anthony F. Markel 1i. Election of Director: Steven A. Markel 1j. Election of Director: Darrell D. Martin 1k. Election of Director: Michael O'Reilly

67 Page 67 of 180 / 1l. Election of Director: Michael J. Schewel 1m. Election of Director: Richard R. Whitt, III 1n. Election of Director: Debora J. Wilson 2. Advisory vote on approval of executive compensation. 3. Ratify the selection of KPMG LLP the Audit Committee of the Board of Directors as the Company's independent registered public accounting firm for the year ending December 31, 2018.

68 Clarkston Fund MASTERCARD INCORPORATED Page 68 of 180 Security: 57636Q104 Ticker: MA ISIN: US57636Q1040 Agenda Number: Meeting Date: 26-Jun-18 / 1a. Election of director: Richard Haythornthwaite 1b. Election of director: Ajay Banga 1c. Election of director: Silvio Barzi 1d. Election of director: David R. Carlucci 1e. Election of director: Richard K. Davis 1f. Election of director: Steven J. Freiberg 1g. Election of director: Julius Genachowski 1h. Election of director: Choon Phong Goh 1i. Election of director: Merit E. Janow 1j. Election of director: Nancy Karch 1k. Election of director: Oki Matsumoto

69 Page 69 of 180 / 1l. Election of director: Rima Qureshi 1m. Election of director: Jose Octavio Reyes Lagunes 1n. Election of director: Jackson Tai 2. Advisory approval of Mastercard's executive compensation 3. Ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for Mastercard for 2018

70 Clarkston Fund MCKESSON CORPORATION Page 70 of 180 Security: 58155Q103 Ticker: MCK ISIN: US58155Q1031 Agenda Number: Meeting Date: 26-Jul-17 / 1A. ELECTION OF DIRECTOR: ANDY D. BRYANT 1B. ELECTION OF DIRECTOR: N. ANTHONY COLES, M.D. 1C. ELECTION OF DIRECTOR: JOHN H. HAMMERGREN 1D. ELECTION OF DIRECTOR: M. CHRISTINE JACOBS 1E. ELECTION OF DIRECTOR: DONALD R. KNAUSS 1F. ELECTION OF DIRECTOR: MARIE L. KNOWLES 1G. ELECTION OF DIRECTOR: EDWARD A. MUELLER 1H. ELECTION OF DIRECTOR: SUSAN R. SALKA 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, 2018.

71 Page 71 of 180 / 3. ADVISORY VOTE ON EXECUTIVE COMPENSATION. 4. ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY VOTE ON EXECUTIVE COMPENSATION. 1 Year 5. SHAREHOLDER PROPOSAL ON INDEPENDENT BOARD CHAIRMAN. 6. SHAREHOLDER PROPOSAL ON ACTION BY WRITTEN CONSENT OF SHAREHOLDERS.

72 Clarkston Fund MEDTRONIC PLC Page 72 of 180 Security: G5960L103 Ticker: MDT ISIN: IE00BTN1Y115 Agenda Number: Meeting Date: 08-Dec-17 / 1A. ELECTION OF DIRECTOR: RICHARD H. ANDERSON 1B. ELECTION OF DIRECTOR: CRAIG ARNOLD 1C. ELECTION OF DIRECTOR: SCOTT C. DONNELLY 1D. ELECTION OF DIRECTOR: RANDALL HOGAN III 1E. ELECTION OF DIRECTOR: OMAR ISHRAK 1F. ELECTION OF DIRECTOR: SHIRLEY A. JACKSON, PH.D. 1G. ELECTION OF DIRECTOR: MICHAEL O. LEAVITT 1H. ELECTION OF DIRECTOR: JAMES T. LENEHAN 1I. ELECTION OF DIRECTOR: ELIZABETH NABEL, M.D. 1J. ELECTION OF DIRECTOR: DENISE M. O'LEARY

73 Page 73 of 180 / 1K. ELECTION OF DIRECTOR: KENDALL J. POWELL 1L. ELECTION OF DIRECTOR: ROBERT C. POZEN 2. TO RATIFY, IN A NON-BINDING VOTE, THE RE-APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS MEDTRONIC'S INDEPENDENT AUDITOR FOR FISCAL YEAR 2018 AND AUTHORIZE THE BOARD OF DIRECTORS, ACTING THROUGH THE AUDIT COMMITTEE, TO SET THE AUDITOR'S REMUNERATION. 3. TO APPROVE IN A NON-BINDING ADVISORY VOTE, NAMED EXECUTIVE OFFICER COMPENSATION (A "SAY-ON- PAY" VOTE). 4. TO APPROVE THE AMENDMENT AND RESTATEMENT OF THE MEDTRONIC PLC AMENDED AND RESTATED 2013 STOCK AWARD AND INCENTIVE PLAN.

74 Clarkston Fund MICROSOFT CORPORATION Page 74 of 180 Security: Ticker: MSFT ISIN: US Agenda Number: Meeting Date: 29-Nov-17 / 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

75 Page 75 of 180 / 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 1 Year 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

76 Clarkston Fund MONDELEZ INTERNATIONAL, INC. Page 76 of 180 Security: Ticker: MDLZ ISIN: US Agenda Number: Meeting Date: 16-May-18 / 1a. Election of Director: Lewis W.K. Booth 1b. Election of Director: Charles E. Bunch 1c. Election of Director: Debra A. Crew 1d. Election of Director: Lois D. Juliber 1e. Election of Director: Mark D. Ketchum 1f. Election of Director: Peter W. May 1g. Election of Director: Jorge S. Mesquita 1h. Election of Director: Joseph Neubauer 1i. Election of Director: Fredric G. Reynolds 1j. Election of Director: Christiana S. Shi 1k. Election of Director: Patrick T. Siewert

77 Page 77 of 180 / 1l. Election of Director: Jean-Francois M. L. van Boxmeer 1m. Election of Director: Dirk Van de Put 2. Advisory Vote to Approve Executive Compensation. 3. Ratification of PricewaterhouseCoopers LLP as Independent Registered Public Accountants for Fiscal Year Ending December 31, Report on Non-Recyclable Packaging. 5. Create a Committee to Prepare a Report Regarding the Impact of Plant Closures on Communities and Alternatives to Help Mitigate the Effects.

78 Clarkston Fund PEPSICO, INC. Page 78 of 180 Security: Ticker: PEP ISIN: US Agenda Number: Meeting Date: 02-May-18 / 1a. Election of Director: Shona L. Brown 1b. Election of Director: George W. Buckley 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

79 Page 79 of 180 / 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.

80 Clarkston Fund SYSCO CORPORATION Page 80 of 180 Security: Ticker: SYY ISIN: US Agenda Number: Meeting Date: 17-Nov-17 / 1A. ELECTION OF DIRECTOR: DANIEL J. BRUTTO 1B. ELECTION OF DIRECTOR: JOHN M. CASSADAY 1C. ELECTION OF DIRECTOR: WILLIAM J. DELANEY 1D. ELECTION OF DIRECTOR: JOSHUA D. FRANK 1E. ELECTION OF DIRECTOR: LARRY C. GLASSCOCK 1F. ELECTION OF DIRECTOR: BRADLEY M. HALVERSON 1G. ELECTION OF DIRECTOR: HANS-JOACHIM KOERBER 1H. ELECTION OF DIRECTOR: NANCY S. NEWCOMB 1I. ELECTION OF DIRECTOR: NELSON PELTZ 1J. ELECTION OF DIRECTOR: EDWARD D. SHIRLEY

81 Page 81 of 180 / 1K. ELECTION OF DIRECTOR: SHEILA G. TALTON 1L. ELECTION OF DIRECTOR: RICHARD G. TILGHMAN 1M. ELECTION OF DIRECTOR: JACKIE M. WARD 2. TO APPROVE, BY ADVISORY VOTE, THE COMPENSATION PAID TO SYSCO'S NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN SYSCO'S 2017 PROXY STATEMENT. 3. TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY OF EXECUTIVE COMPENSATION VOTES. 1 Year 4. TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS SYSCO'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL TO CONSIDER A STOCKHOLDER PROPOSAL, IF PROPERLY PRESENTED AT THE MEETING, REGARDING A POLICY LIMITING ACCELERATED VESTING OF EQUITY AWARDS UPON A CHANGE IN CONTROL.

82 Clarkston Fund THE CHARLES SCHWAB CORPORATION Page 82 of 180 Security: Ticker: SCHW ISIN: US Agenda Number: Meeting Date: 15-May-18 / 1a. Election of Director: Walter W. Bettinger II 1b. Election of Director: Joan T. Dea 1c. Election of Director: Christopher V. Dodds 1d. Election of Director: Mark A. Goldfarb 1e. Election of Director: Charles A. Ruffel 2. Ratification of the selection of Deloitte & Touche LLP as independent auditors 3. Advisory vote to approve named executive officer compensation 4. Approval of 2013 Stock Incentive Plan as Amended and Restated 5. Approval of Amended and Restated Bylaws to adopt a proxy access law for director nominations stockholders 6. Stockholder Proposal requesting annual disclosure of EEO-1 data

83 Page 83 of 180 / 7. Stockholder Proposal requesting disclosure of the company's political contributions and expenditures, recipients, and related policies and procedures

84 Clarkston Fund THE PROCTER & GAMBLE COMPANY Page 84 of 180 Security: Ticker: PG ISIN: US Agenda Number: Meeting Type: Contested Annual Meeting Date: 10-Oct DIRECTOR / 1 NELSON PELTZ * 2 MGT NOM: F.S. BLAKE * 3 MGT NOM: A.F. BRALY * 4 MGT NOM: AMY L. CHANG * 5 MGT NOM: K.I. CHENAULT * 6 MGT NOM: SCOTT D. COOK * 7 MGT NOM: T.J. LUNDGREN * 8 MGT NOM: W. MCNERNEY JR * 9 MGT NOM: D.S. TAYLOR * 10 MGT NOM: M.C. WHITMAN * 11 MGT NOM: P.A. WOERTZ *

85 Page 85 of 180 / 2. RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3. ADVISORY VOTE ON EXECUTIVE COMPENSATION. 4. ADVISORY VOTE ON FREQUENCY OF EXECUTIVE COMPENSATION VOTE. 1 Year 5. SHAREHOLDER PROPOSAL ON ADOPTING HOLY LAND PRINCIPLES. 6. SHAREHOLDER PROPOSAL ON REPORTING ON APPLICATION OF COMPANY NON- DISCRIMINATION POLICIES IN STATES WITH PRO- DISCRIMINATION LAWS. 7. SHAREHOLDER PROPOSAL ON REPORTING ON MITIGATING RISKS OF ACTIVITIES IN CONFLICT-AFFECTED AREAS. 8. REPEAL CERTAIN AMENDMENTS TO REGULATIONS * An * in the / management field indicates management position unknown since information regarding non-u.s. issuers is not readily available.

86 Clarkston Fund THE WALT DISNEY COMPANY Page 86 of 180 Security: Ticker: DIS ISIN: US Agenda Number: Meeting Date: 08-Mar-18 / 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

87 Page 87 of 180 / 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 lobing policies and activities. 6. To approve the shareholder proposal requesting the Board to amend the Company's laws 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.

88 Clarkston Fund THE WESTERN UNION COMPANY Page 88 of 180 Security: Ticker: WU ISIN: US Agenda Number: Meeting Date: 18-May-18 / 1a. Election of Director: Martin I. Cole 1b. Election of Director: Hikmet Ersek 1c. Election of Director: Richard A. Goodman 1d. Election of Director: Betsy D. Holden 1e. Election of Director: Jeffrey A. Joerres 1f. Election of Director: Roberto G. Mendoza 1g. Election of Director: Michael A. Miles, Jr. 1h. Election of Director: Robert W. Selander 1i. Election of Director: Frances Fragos Townsend 1j. Election of Director: Solomon D. Trujillo

89 Page 89 of 180 / 2. Advisory Vote to Approve Executive Compensation 3. Ratification of Selection of Ernst & Young LLP as Independent Registered Public Accounting Firm for Approval of Amendment to the Charter to Reduce the Threshold Stock Ownership Requirement for Stockholders to Call a Special Meeting 5. Stockholder Proposal Regarding Political Contributions Disclosure

90 Clarkston Fund U.S. BANCORP Page 90 of 180 Security: Ticker: USB ISIN: US Agenda Number: Meeting Date: 17-Apr-18 / 1A. ELECTION OF DIRECTOR: WARNER L. BAXTER 1B. ELECTION OF DIRECTOR: MARC N. CASPER 1C. ELECTION OF DIRECTOR: ANDREW CECERE 1D. Election of director: Arthur D. Collins, Jr. 1E. Election of director: Kimberly J. Harris 1F. Election of director: Roland A. Hernandez 1G. Election of director: Doreen Woo Ho 1H. Election of director: Olivia F. Kirtley 1I. Election of director: Karen S. Lynch 1J. Election of director: Richard P. McKenney

91 Page 91 of 180 / 1K. Election of director: David B. O'Maley 1L. Election of director: O'dell M. Owens, M.D., M.P.H. 1M. Election of director: Craig D. Schnuck 1N. Election of director: Scott W. Wine 2. The ratification of the selection of Ernst & Young LLP as our independent auditor for the 2018 fiscal year. 3. An advisory vote to approve the compensation of our executives disclosed in the proxy statement.

92 Clarkston Fund UNITED PARCEL SERVICE, INC. Page 92 of 180 Security: Ticker: UPS ISIN: US Agenda Number: Meeting Date: 10-May-18 / 1a) Election of Director: David P. Abney 1b) Election of Director: Rodney C. Adkins 1c) Election of Director: Michael J. Burns 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

93 Page 93 of 180 / 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 lobing 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.