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- 06565

 

Tekla Life Sciences 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 Life Sciences 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, no 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

 

ACCELERATE DIAGNOSTICS

 

Security

00430H102

Meeting Type

Annual

Ticker Symbol

AXDX

Meeting Date

04-May-2017

Record Date

15-Mar-2017

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

LAWRENCE MEHREN

 

 

 

For

 

For

 

 

 

2

MARK MILLER

 

 

 

For

 

For

 

 

 

3

JOHN PATIENCE

 

 

 

For

 

For

 

 

 

4

JACK SCHULER

 

 

 

For

 

For

 

 

 

5

MATTHEW STROBECK, PH.D.

 

 

 

For

 

For

 

 

 

6

FRANK J.M. TEN BRINK

 

 

 

For

 

For

 

 

 

7

TOM BROWN

 

 

 

For

 

For

 

2.

 

TO APPROVE THE THIRD AMENDMENT TO THE COMPANY’S 2012 OMNIBUS EQUITY INCENTIVE PLAN AND REAPPROVE THE MATERIAL TERMS OF THE PLAN FOR PURPOSES OF SECTION 162(M) OF THE INTERNAL REVENUE CODE OF 1986.

 

Management

 

For

 

For

 

3.

 

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

 

Management

 

For

 

For

 

 

ACCELERON PHARMA INC.

 

Security

00434H108

Meeting Type

Annual

Ticker Symbol

XLRN

Meeting Date

01-Jun-2017

Record Date

04-Apr-2017

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

JEAN M. GEORGE

 

 

 

For

 

For

 

 

 

2

GEORGE GOLUMBESKI, PH.D

 

 

 

For

 

For

 

 

 

3

THOMAS A. MCCOURT

 

 

 

For

 

For

 

 

 

4

FRANCOIS NADER, M.D.

 

 

 

For

 

For

 

2.

 

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

 

Management

 

For

 

For

 

3.

 

TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2017.

 

Management

 

For

 

For

 

 

ADAPTIMMUNE THERAPEUTICS PLC

 

Security

00653A107

Meeting Type

Annual

Ticker Symbol

ADAP

Meeting Date

21-Jun-2017

Record Date

04-May-2017

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

1.

 

TO RE-ELECT AS A DIRECTOR, BARBARA DUNCAN, WHO RETIRES IN ACCORDANCE WITH THE ARTICLES OF ASSOCIATION.

 

Management

 

For

 

For

 

2.

 

TO RE-ELECT AS A DIRECTOR, GILES KERR, WHO RETIRES IN ACCORDANCE WITH THE ARTICLES OF ASSOCIATION.

 

Management

 

For

 

For

 

3.

 

TO RE-ELECT AS A DIRECTOR, TAL ZAKS, WHO RETIRES IN ACCORDANCE WITH THE ARTICLES OF ASSOCIATION.

 

Management

 

For

 

For

 

4.

 

TO RE-ELECT AS A DIRECTOR, ALI BEHBAHANI, WHO RETIRES BY ROTATION IN ACCORDANCE WITH THE ARTICLES OF ASSOCIATION.

 

Management

 

For

 

For

 

5.

 

TO RE-ELECT AS A DIRECTOR, PETER THOMPSON, WHO RETIRES BY ROTATION IN ACCORDANCE WITH THE ARTICLES OF ASSOCIATION.

 

Management

 

For

 

For

 

6.

 

TO RE-APPOINT KPMG LLP AS OUR U.K. STATUTORY AUDITORS UNDER THE ...(DUE TO SPACE LIMITS, SEE PROXY MATERIAL FOR FULL PROPOSAL).

 

Management

 

For

 

For

 

7.

 

TO AUTHORIZE THE AUDIT COMMITTEE TO DETERMINE OUR U.K. ...(DUE TO SPACE LIMITS, SEE PROXY MATERIAL FOR FULL PROPOSAL).

 

Management

 

For

 

For

 

8.

 

TO RECEIVE THE U.K. STATUTORY ANNUAL ACCOUNTS AND REPORTS FOR ...(DUE TO SPACE LIMITS, SEE PROXY MATERIAL FOR FULL PROPOSAL).

 

Management

 

For

 

For

 

9.

 

TO RECEIVE AND APPROVE OUR U.K. STATUTORY DIRECTORS’ REMUNERATION REPORT FOR THE YEAR ENDED DECEMBER 31, 2016.

 

Management

 

For

 

For

 

10.

 

TO AUTHORISE THE DIRECTORS UNDER SECTION 551 OF THE U.K. COMPANIES ACT 2006 (THE “2006 ACT”) TO ALLOT ORDINARY SHARES OR TO GRANT RIGHTS TO SUBSCRIBE FOR OR TO CONVERT ANY SECURITY INTO ORDINARY SHARES.

 

Management

 

For

 

For

 

11.

 

TO AUTHORISE THE DIRECTORS TO ALLOT ORDINARY SHARES OR TO GRANT RIGHTS TO SUBSCRIBE FOR OR CONVERT ANY SECURITY INTO ORDINARY ...(DUE TO SPACE LIMITS, SEE PROXY MATERIAL FOR FULL PROPOSAL).

 

Management

 

For

 

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

 

 

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

 

 


 

AMICUS THERAPEUTICS, INC.

 

Security

03152W109

Meeting Type

Annual

Ticker Symbol

FOLD

Meeting Date

13-Jun-2017

Record Date

17-Apr-2017

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

TED W. LOVE, M.D.

 

 

 

For

 

For

 

 

 

2

ROBERT ESSNER

 

 

 

For

 

For

 

2.

 

RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2017

 

Management

 

For

 

For

 

3.

 

APPROVE, ON AN ADVISORY BASIS, THE COMPANY’S EXECUTIVE COMPENSATION

 

Management

 

For

 

For

 

4.

 

APPROVE, ON AN ADVISORY BASIS, THE FREQUENCY OF THE VOTE ON EXECUTIVE COMPENSATION

 

Management

 

1 Year

 

For

 

 

ARCA BIOPHARMA, INC.

 

Security

00211Y407

Meeting Type

Annual

Ticker Symbol

ABIO

Meeting Date

01-Jun-2017

Record Date

10-Apr-2017

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

DR. MICHAEL R. BRISTOW

 

 

 

For

 

For

 

 

 

2

ROBERT E. CONWAY

 

 

 

For

 

For

 

2.

 

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

 

Management

 

For

 

For

 

 

ARDELYX, INC

 

Security

039697107

Meeting Type

Annual

Ticker Symbol

ARDX

Meeting Date

07-Jun-2017

Record Date

12-Apr-2017

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

ROBERT BAZEMORE

 

 

 

For

 

For

 

 

 

2

GORDON RINGOLD, PH.D.

 

 

 

For

 

For

 

 

 

3

RICHARD RODGERS

 

 

 

For

 

For

 

2.

 

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

 

Management

 

For

 

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

 

 

AVADEL PHARMACEUTICALS PLC

 

Security

05337M104

Meeting Type

Annual

Ticker Symbol

AVDL

Meeting Date

28-Jun-2017

Record Date

19-May-2017

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

1A.

 

ELECTION OF DIRECTOR: CRAIG R. STAPLETON

 

Management

 

For

 

For

 

1B.

 

ELECTION OF DIRECTOR: MICHAEL S. ANDERSON

 

Management

 

For

 

For

 

1C.

 

ELECTION OF DIRECTOR: FRANCIS J.T. FILDES

 

Management

 

For

 

For

 

1D.

 

ELECTION OF DIRECTOR: CHRISTOPHE NAVARRE

 

Management

 

For

 

For

 

1E.

 

ELECTION OF DIRECTOR: BENOIT VAN ASSCHE

 

Management

 

For

 

For

 

1F.

 

ELECTION OF DIRECTOR: PETER THORNTON

 

Management

 

For

 

For

 

2.

 

TO RATIFY, IN A NON-BINDING VOTE, THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC AUDITOR AND ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2017 AND TO AUTHORIZE, IN A BINDING VOTE, THE AUDIT COMMITTEE OF THE BOARD TO SET THE INDEPENDENT REGISTERED PUBLIC AUDITOR AND ACCOUNTING FIRM REMUNERATION

 

Management

 

For

 

For

 

3.

 

TO APPROVE THE AVADEL PHARMACEUTICALS PLC 2017 OMNIBUS INCENTIVE COMPENSATION PLAN.

 

Management

 

For

 

For

 

4.

 

TO APPROVE THE AVADEL PHARMACEUTICALS PLC 2017 EMPLOYEE SHARE PURCHASE PLAN.

 

Management

 

For

 

For

 

 


 

BELLICUM PHARMACEUTICALS INC

 

Security

079481107

Meeting Type

Annual

Ticker Symbol

BLCM

Meeting Date

14-Jun-2017

Record Date

17-Apr-2017

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

RICHARD A. FAIR

 

 

 

For

 

For

 

 

 

2

REID M. HUBER, PH.D.

 

 

 

For

 

For

 

 

 

3

JAMES M. DALY

 

 

 

For

 

For

 

2.

 

APPROVAL OF THE COMPANY’S 2014 EQUITY INCENTIVE PLAN (THE “PLAN”),AS AMENDED, TO, AMONG OTHER THINGS, INCREASE THE SHARES OF COMMON STOCK AUTHORIZED FOR ISSUANCE UNDER THE PLAN BY 3,100,000 SHARES AND ELIMINATE THE CURRENT PROVISION IN THE PLAN THAT PERMITS THE BOARD TO REPRICE STOCK OPTIONS WITHOUT STOCKHOLDER APPROVAL.

 

Management

 

For

 

For

 

3.

 

RATIFICATION OF SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR ITS FISCAL YEAR ENDING DECEMBER 31, 2017.

 

Management

 

For

 

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

 

 


 

BLUEBIRD BIO INC.

 

Security

09609G100

Meeting Type

Annual

Ticker Symbol

BLUE

Meeting Date

08-Jun-2017

Record Date

13-Apr-2017

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

1A.

 

ELECTION OF CLASS I DIRECTOR: NICK LESCHLY

 

Management

 

For

 

For

 

1B.

 

ELECTION OF CLASS I DIRECTOR: MARK VACHON

 

Management

 

For

 

For

 

2.

 

TO HOLD AN ADVISORY VOTE ON EXECUTIVE COMPENSATION PAID TO THE COMPANY’S NAMED EXECUTIVE OFFICERS.

 

Management

 

For

 

For

 

3.

 

TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2017.

 

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

 

 


 

CELLECTIS S.A.

 

Security

15117K103

Meeting Type

Annual

Ticker Symbol

CLLS

Meeting Date

26-Jun-2017

Record Date

12-Jun-2017

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

1.

 

APPROVAL OF THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2016

 

Management

 

For

 

For

 

2.

 

APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2016

 

Management

 

For

 

For

 

3.

 

ALLOCATION OF INCOME FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2016

 

Management

 

For

 

For

 

4.

 

APPROVAL OF THE AGREEMENTS REFERRED TO IN ARTICLES L. 225-38 AND FOLLOWING OF THE FRENCH COMMERCIAL CODE

 

Management

 

For

 

For

 

5.

 

RENEWAL OF THE TERM OF OFFICE OF DIRECTOR OF MR LAURENT ARTHAUD, INDEPENDENT DIRECTOR ACCORDING TO THE RULES OF SEC AND NASDAQ STOCK MARKET

 

Management

 

For

 

For

 

6.

 

RENEWAL OF THE TERM OF OFFICE OF DIRECTOR OF MRS ANNICK SCHWEBIG, INDEPENDENT DIRECTOR ACCORDING TO THE RULES OF SEC AND NASDAQ STOCK MARKET

 

Management

 

For

 

For

 

7.

 

RENEWAL OF THE TERM OF OFFICE OF DIRECTOR OF MR PIERRE BASTID INDEPENDENT DIRECTOR ACCORDING TO THE RULES OF SEC AND NASDAQ STOCK MARKET

 

Management

 

For

 

For

 

8.

 

APPOINTMENT OF A NEW DIRECTOR (MR RAINER BOEHM), INDEPENDENT DIRECTOR ACCORDING TO THE RULES OF SEC AND NASDAQ STOCK MARKET

 

Management

 

For

 

For

 

9.

 

APPOINTMENT OF A NEW DIRECTOR (MR HERVE HOPPENOT), INDEPENDENT DIRECTOR ACCORDING TO THE RULES OF SEC AND NASDAQ STOCK MARKET

 

Management

 

For

 

For

 

10.

 

APPROVAL OF 2016 STOCK OPTION PLAN AND PAYMENT FOR THE STOCK OPTIONS OR STOCK PURCHASE PLAN ADOPTED BY THE BOARD OF DIRECTORS ON OCTOBER 28, 2016

 

Management

 

For

 

For

 

11.

 

AUTHORIZATION TO BE GIVEN TO THE BOARD OF DIRECTORS TO BUY BACK COMPANY SHARES

 

Management

 

For

 

For

 

12.

 

AUTHORIZATION TO BE GIVEN TO THE BOARD OF DIRECTORS FOR THE PURPOSE OF REDUCING THE SHARE CAPITAL THROUGH THE CANCELLATION OF SHARES IN THE CONTEXT OF THE AUTHORIZATION TO BUY BACK ITS OWN SHARES

 

Management

 

For

 

For

 

13.

 

DELEGATION OF AUTHORITY TO BE GRANTED TO THE BOARD OF DIRECTORS FOR THE PURPOSE OF INCREASING THE SHARE CAPITAL BY ISSUING ORDINARY SHARES AND/OR ANY SECURITIES GIVING ACCESS IMMEDIATELY OR IN THE FUTURE TO THE SHARE CAPITAL AND/OR GIVING ENTITLEMENT TO THE ALLOTMENT OF DEBT SECURITIES, WITH A WAIVER OF THE PREFERENTIAL SUBSCRIPTION RIGHTS, IN FAVOR OF A CATEGORY OF PERSONS MEETING SPECIFIED CHARACTERISTICS

 

Management

 

For

 

For

 

14.

 

DELEGATION OF AUTHORITY TO BE GRANTED TO THE BOARD OF DIRECTORS FOR THE PURPOSE OF INCREASING THE SHARE CAPITAL THROUGH THE ISSUANCE OF ORDINARY SHARES OR OF ANY SECURITIES WITH A WAIVER OF THE PREFERENTIAL SUBSCRIPTION RIGHTS, IN FAVOR OF A CATEGORY OF PERSONS ENSURING THE UNDERWRITING OF THE COMPANY’S EQUITY SECURITIES THAT MAY ARISE AS PART OF AN EQUITY LINE FINANCING

 

Management

 

For

 

For

 

15.

 

DELEGATION OF AUTHORITY TO BE GRANTED TO THE BOARD OF DIRECTORS FOR THE PURPOSE OF INCREASING THE SHARE CAPITAL IMMEDIATELY OR IN THE FUTURE BY ISSUING ORDINARY SHARES OR ANY SECURITIES GIVING ACCESS IMMEDIATELY OR IN THE FUTURE TO THE SHARE CAPITAL OR GIVING ENTITLEMENT TO THE ALLOTMENT OF DEBT SECURITIES, WHILE MAINTAINING THE PREFERENTIAL SUBSCRIPTION RIGHTS

 

Management

 

For

 

For

 

16.

 

DELEGATION OF AUTHORITY TO BE GRANTED TO THE BOARD OF DIRECTORS FOR THE PURPOSE OF INCREASING THE SHARE CAPITAL IMMEDIATELY OR IN THE FUTURE THROUGH THE ISSUANCE OF ORDINARY SHARES, SECURITIES GIVING ACCESS TO THE CAPITAL OR ENTITLEMENT TO THE ALLOTMENT OF DEBT SECURITIES AND/OR SECURITIES GIVING ACCESS IMMEDIATELY OR IN THE FUTURE TO THE SHARE CAPITAL, WITH WAIVER OF THE PREFERENTIAL SUBSCRIPTION RIGHTS THROUGH A PUBLIC OFFERING

 

Management

 

For

 

For

 

17.

 

DELEGATION OF AUTHORITY TO BE GRANTED TO THE BOARD OF DIRECTORS FOR THE PURPOSE OF INCREASING THE SHARE CAPITAL THROUGH THE ISSUANCE OF ORDINARY SHARES AND/OR OF ANY SECURITIES GIVING ACCESS IMMEDIATELY OR IN THE FUTURE TO THE SHARE CAPITAL OR GIVING ENTITLEMENT TO THE ALLOTMENT OF DEBT SECURITIES, WITH WAIVER OF THE PREFERENTIAL SUBSCRIPTION RIGHTS OF THE SHAREHOLDERS, THROUGH AN OFFER TO QUALIFIED INVESTORS OR A LIMITED CIRCLE OF INVESTORS WITHIN THE MEANING OF PARAGRAPH II OF ARTICLE L. 411-2 OF THE FRENCH MONETARY AND FINANCIAL CODE

 

Management

 

For

 

For

 

18.

 

DELEGATION GRANTED TO THE BOARD OF DIRECTORS TO INCREASE THE NUMBER OF SECURITIES TO BE ISSUED IN CASE OF SHARE CAPITAL INCREASE WITH OR WITHOUT PREFERENTIAL SUBSCRIPTION RIGHTS

 

Management

 

For

 

For

 

19.

 

OVERALL LIMITATIONS TO THE AMOUNT OF ISSUANCES MADE UNDER THE THIRTEENTH RESOLUTION, THE FOURTEENTH RESOLUTION, THE FIFTEENTH RESOLUTION, THE SIXTEENTH RESOLUTION, THE SEVENTEENTH RESOLUTION, AND THE EIGHTEENTH RESOLUTION ABOVE

 

Management

 

For

 

For

 

20.

 

DELEGATION OF AUTHORITY TO BE GRANTED TO THE BOARD OF DIRECTORS FOR THE PURPOSE OF INCREASING THE SHARE CAPITAL BY INCORPORATION OF PREMIUMS, RESERVES, PROFITS OR OTHERS

 

Management

 

For

 

For

 

21.

 

AUTHORIZATION TO BE GIVEN TO THE BOARD OF DIRECTORS TO GRANT OPTIONS TO SUBSCRIBE OR PURCHASE COMPANY’S SHARES

 

Management

 

For

 

For

 

22.

 

AUTHORIZATION BE GIVEN TO THE BOARD OF DIRECTORS FOR THE ALLOCATION OF FREE SHARES EXISTING AND/OR TO BE ISSUED IN THE FUTURE

 

Management

 

For

 

For

 

23.

 

DELEGATION OF AUTHORITY TO BE GRANTED TO THE BOARD OF DIRECTORS TO ISSUE WARRANTS GIVING THE RIGHT TO SUBSCRIBE ORDINARY SHARES OF THE COMPANY - CANCELLATION OF THE PREFERENTIAL RIGHT OF SUBSCRIPTION TO THE BENEFIT OF A CATEGORY OF PERSONS MEETING SPECIFIC CHARACTERISTICS

 

Management

 

For

 

For

 

24.

 

DELEGATION OF AUTHORITY TO BE GRANTED TO THE BOARD OF DIRECTORS FOR THE PURPOSE OF ISSUING WARRANTS TO SUBSCRIBE TO AND/OR ACQUIRE REDEEMABLE SHARES (BSAAR) OR SHARE SUBSCRIPTION WARRANTS - WITH A WAIVER OF THE PREFERENTIAL SUBSCRIPTION RIGHTS IN FAVOR OF THE FOLLOWING CATEGORY OF BENEFICIARIES: EMPLOYEES AND CORPORATE OFFICERS OF THE COMPANY AND ITS SUBSIDIARIES

 

Management

 

For

 

For

 

25.

 

AUTHORIZATION FOR THE BOARD OF DIRECTORS TO FREELY ALLOCATE PREFERRED SHARES OF THE COMPANY TO THE EMPLOYEES AND/OR THE EXECUTIVE OFFICERS OF THE COMPANY AND ITS SUBSIDIARIES ENTAILING THE WAIVER BY THE SHAREHOLDERS OF THEIR PREFERENTIAL SUBSCRIPTION RIGHTS

 

Management

 

For

 

For

 

26.

 

OVERALL LIMITATIONS TO THE AMOUNT OF ISSUES MADE UNDER THE TWENTY-FIRST RESOLUTION, THE TWENTY-SECOND RESOLUTION, THE TWENTY-THIRD RESOLUTION, THE TWENTY-FOURTH RESOLUTION AND THE TWENTY-FIFTH RESOLUTION ABOVE

 

Management

 

For

 

For

 

27.

 

AMENDMENTS TO ARTICLES 4 (“REGISTERED OFFICE”), 15 (“AGREEMENTS SUBJECT TO AUTHORIZATION”) AND 17 (“STATUTORY AUDITORS”) OF THE BYLAWS TO COMPLY WITH APPLICABLE LAWS

 

Management

 

For

 

For

 

28.

 

REMOVAL OF THE LIST OF “IMPORTANT DECISIONS” IN ARTICLE 12.3. OF THE BYLAWS

 

Management

 

For

 

For

 

29.

 

DELEGATION TO BE GRANTED TO THE BOARD OF DIRECTORS FOR THE PURPOSE OF AN INCREASE IN THE SHARE CAPITAL WHOSE SUBSCRIPTION WOULD BE RESERVED TO MEMBERS OF A COMPANY SAVINGS PLAN ESTABLISHED PURSUANT TO ARTICLES L. 3332-1 AND FOLLOWING OF THE FRENCH LABOR CODE

 

Management

 

For

 

 

 

 


 

CEPHEID

 

Security

15670R107

Meeting Type

Special

Ticker Symbol

CPHD

Meeting Date

04-Nov-2016

Record Date

03-Oct-2016

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

1

 

THE PROPOSAL TO APPROVE THE AGREEMENT AND PLAN OF MERGER, DATED AS OF SEPTEMBER 2, 2016, AS MAY BE AMENDED FROM TIME TO TIME, BY AND AMONG CEPHEID, DANAHER CORPORATION, AND COPPER MERGER SUB, INC., AN INDIRECT, WHOLLY OWNED SUBSIDIARY OF DANAHER, THE MERGER OF COOPER MERGER SUB, INC. WITH AND INTO CEPHEID, WITH .. (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL).

 

Management

 

For

 

For

 

2

 

THE PROPOSAL TO APPROVE, ON A NON-BINDING, ADVISORY BASIS, THE COMPENSATION THAT WILL OR MAY BECOME PAYABLE TO THE NAMED EXECUTIVE OFFICERS THAT IS BASED ON OR OTHERWISE RELATED TO THE MERGER AS DISCLOSED IN THE PROXY STATEMENT PURSUANT TO ITEM 402(T) OF REGULATION S-K IN THE GOLDEN PARACHUTE COMPENSATION TABLE AND THE RELATED NARRATIVE DISCLOSURES.

 

Management

 

For

 

For

 

3

 

THE PROPOSAL TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING IF NECESSARY OR APPROPRIATE IN THE VIEW OF THE CEPHEID BOARD OF DIRECTORS TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE THE MERGER AGREEMENT, THE MERGER AND THE PRINCIPAL TERMS THEREOF.

 

Management

 

For

 

For

 

 

CIDARA THERAPEUTICS, INC.

 

Security

171757107

Meeting Type

Annual

Ticker Symbol

CDTX

Meeting Date

22-Jun-2017

Record Date

25-Apr-2017

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

DANIEL BURGESS

 

 

 

For

 

For

 

 

 

2

THEODORE SCHROEDER

 

 

 

For

 

For

 

2.

 

RATIFICATION OF THE APPOINTMENT OF THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR ITS FISCAL YEAR ENDING DECEMBER 31, 2017

 

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

 

 

DEPOMED, INC.

 

Security

249908104

Meeting Type

Contested-Consent

Ticker Symbol

DEPO

Meeting Date

14-Sep-2016

Record Date

19-Aug-2016

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

01

 

REQUEST SPECIAL MEETING (FOR = REQUEST MEETING, AGAINST = DO NOT REQUEST MEETING)

 

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

 

 

DYNAVAX TECHNOLOGIES CORPORATION

 

Security

268158201

Meeting Type

Annual

Ticker Symbol

DVAX

Meeting Date

02-Jun-2017

Record Date

06-Apr-2017

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

DANIEL L. KISNER, M.D.

 

 

 

For

 

For

 

 

 

2

NATALE “NAT” RICCIARDI

 

 

 

For

 

For

 

 

 

3

STANLEY A. PLOTKIN, MD.

 

 

 

For

 

For

 

2.

 

TO AMEND AND RESTATE THE DYNAVAX TECHNOLOGIES CORPORATION 2011 EQUITY INCENTIVE PLAN TO, AMONG OTHER THINGS, INCREASE THE AGGREGATE NUMBER OF SHARES OF COMMON STOCK AUTHORIZED FOR ISSUANCE UNDER THAT PLAN BY 1,600,000.

 

Management

 

Against

 

Against

 

3.

 

TO AMEND THE DYNAVAX TECHNOLOGIES CORPORATION AMENDED AND RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED, TO INCREASE THE AUTHORIZED NUMBER OF SHARES OF COMMON STOCK FROM 69,500,000 TO 139,000,000.

 

Management

 

For

 

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

 

6.

 

TO RATIFY THE SELECTION 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

 

5.

 

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

 

Management

 

1 Year

 

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

 

 


 

FLAMEL TECHNOLOGIES S.A.

 

Security

338488109

Meeting Type

Annual

Ticker Symbol

FLML

Meeting Date

10-Aug-2016

Record Date

24-Jun-2016

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

1.

 

TO APPROVE THE FLAMEL TECHNOLOGIES S.A. FRENCH STATUTORY FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2015.

 

Management

 

For

 

For

 

2.

 

TO APPROVE THE ALLOCATION OF PROFITS FOR THE YEAR ENDED DECEMBER 31, 2015.

 

Management

 

For

 

For

 

3.

 

TO RATIFY, ON AN ADVISORY BASIS, THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR U.S. FINANCIAL REPORTING PURPOSES FOR THE YEAR ENDING DECEMBER 31, 2016.

 

Management

 

For

 

For

 

4.

 

TO APPOINT A SECOND LEAD STATUTORY AUDITOR AND A SECOND DEPUTY STATUTORY AUDITOR PURSUANT TO ARTICLE L. 823-2 OF THE FRENCH COMMERCIAL CODE.

 

Management

 

For

 

For

 

5.

 

TO RENEW MR. MICHAEL S. ANDERSON AS A DIRECTOR.

 

Management

 

For

 

For

 

6.

 

TO RENEW MR. GUILLAUME CERUTTI AS A DIRECTOR.

 

Management

 

For

 

For

 

7.

 

TO RENEW DR. FRANCIS J.T. FILDES AS A DIRECTOR.

 

Management

 

For

 

For

 

8.

 

TO RENEW MR. CHRISTOPHE NAVARRE AS A DIRECTOR.

 

Management

 

For

 

For

 

9.

 

TO RENEW THE HONORABLE CRAIG R. STAPLETON AS A DIRECTOR.

 

Management

 

For

 

For

 

10.

 

TO RENEW MR. BENOIT VAN ASSCHE AS A DIRECTOR.

 

Management

 

For

 

For

 

11.

 

TO APPROVE THE ANNUAL AMOUNT OF DIRECTORS’ FEES TO BE PAID TO THE BOARD OF DIRECTORS (JETONS DE PRESENCE).

 

Management

 

For

 

For

 

12.

 

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

 

Management

 

For

 

For

 

13.

 

TO APPROVE A NON-BINDING ADVISORY RESOLUTION ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON OUR EXECUTIVE COMPENSATION ON AN ANNUAL BASIS.

 

Shareholder

 

For

 

Against

 

14.

 

TO APPROVE A NON-BINDING ADVISORY RESOLUTION ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON OUR EXECUTIVE COMPENSATION EVERY TWO YEARS.

 

Management

 

Against

 

Against

 

15.

 

TO APPROVE A NON-BINDING ADVISORY RESOLUTION ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON OUR EXECUTIVE COMPENSATION EVERY THREE YEARS.

 

Shareholder

 

Against

 

For

 

16.

 

TO APPROVE AGREEMENTS WITH RELATED PARTIES AS DESCRIBED IN ARTICLE L. 225-38 ET SEQ. OF THE FRENCH COMMERCIAL CODE.

 

Management

 

For

 

For

 

17.

 

TO REVIEW AND APPROVE THE “COMMON DRAFT TERMS OF CROSS-BORDER MERGER” (THE “MERGER AGREEMENT”) PROVIDING FOR A MERGER (THE “MERGER”) BY WAY OF ACQUISITION (ABSORPTION) OF THE COMPANY BY ITS WHOLLY OWNED SUBSIDIARY AVADEL PHARMACEUTICALS LIMITED (TO BE RE-REGISTERED IN IRELAND PRIOR TO THE MERGER AS AN IRISH PUBLIC LIMITED COMPANY, OR PLC, AND RENAMED AVADEL PHARMACEUTICALS PLC (“AVADEL PLC”)).

 

Management

 

For

 

For

 

18.

 

TO GRANT POWERS TO THE BOARD OF DIRECTORS TO TAKE SUCH FURTHER ACTIONS AS MAY BE NECESSARY TO COMPLETE THE MERGER AND THE OTHER TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT, INCLUDING THE POWERS TO FILE, NEGOTIATE, SIGN, AMEND AND PUBLISH ANY DOCUMENT, AGREEMENT OR INSTRUMENT NECESSARY FOR SUCH PURPOSES, AND IN PARTICULAR, TO DRAFT, SIGN AND FILE THE CERTIFICATE OF COMPLIANCE IN RELATION TO THE MERGER IN COMPLIANCE WITH THE FRENCH COMMERCIAL CODE.

 

Management

 

For

 

For

 

19.

 

TO APPROVE THE DISSOLUTION WITHOUT LIQUIDATION OF THE COMPANY UNDER THE CONDITION PRECEDENT OF THE COMPLETION OF THE MERGER.

 

Management

 

For

 

For

 

20.

 

TO APPROVE THE REDUCTION OF THE SHARE PREMIUM OF AVADEL PLC TO ALLOW THE CREATION OF DISTRIBUTABLE RESERVES OF AVADEL PLC WHICH ARE REQUIRED UNDER IRISH LAW IN ORDER TO ALLOW AVADEL PLC TO MAKE DISTRIBUTIONS AND TO PAY DIVIDENDS AND REPURCHASE OR REDEEM SHARES FOLLOWING COMPLETION OF THE MERGER.

 

Management

 

For

 

For

 

21.

 

TO AUTHORIZE THE BOARD OF DIRECTORS TO GRANT UP TO 750,000 FREE SHARES TO EMPLOYEES OF THE COMPANY AND ITS SUBSIDIARIES AS WELL AS TO CORPORATE OFFICERS OF THE COMPANY PURSUANT TO A “2016 FREE SHARES PLAN” TO BE ADOPTED BY THE BOARD OF DIRECTORS PURSUANT TO THE SHAREHOLDERS AUTHORIZATION AND THE REVOCATION AND WAIVER OF SHAREHOLDERS’ PREEMPTIVE SUBSCRIPTION RIGHTS WITH RESPECT TO SUCH SHARES.

 

Management

 

For

 

For

 

22.

 

TO AUTHORIZE THE BOARD OF DIRECTORS TO GRANT STOCK OPTIONS TO PURCHASE UP TO 1,500,000 SHARES TO EMPLOYEES OF THE COMPANY AND ITS SUBSIDIARIES AS WELL AS TO CORPORATE OFFICERS OF THE COMPANY PURSUANT TO A “2016 STOCK OPTION PLAN” TO BE ADOPTED BY THE BOARD OF DIRECTORS PURSUANT TO THE SHAREHOLDERS AUTHORIZATION AND THE REVOCATION AND WAIVER OF SHAREHOLDERS’ PREEMPTIVE SUBSCRIPTION RIGHTS WITH RESPECT TO SUCH OPTIONS AND THE UNDERLYING SHARES.

 

Management

 

For

 

For

 

23.

 

TO AUTHORIZE THE BOARD OF DIRECTORS TO ISSUE STOCK PURCHASE WARRANTS TO PURCHASE UP TO 350,000 SHARES TO NON-EMPLOYEE DIRECTORS OF THE COMPANY AND ITS SUBSIDIARIES (INCLUDING THE CHAIRMAN OF THE BOARD OF DIRECTORS), AND THE REVOCATION AND WAIVER OF SHAREHOLDERS’ PREEMPTIVE SUBSCRIPTION RIGHTS WITH RESPECT TO SUCH WARRANTS AND THE UNDERLYING SHARES.

 

Management

 

For

 

For

 

24.

 

TO AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE THE SHARE CAPITAL BY ISSUING SHARES RESERVED FOR THE MEMBERS OF A COMPANY SAVINGS PLAN ESTABLISHED IN APPLICATION OF ARTICLES L. 3332-18 ET SEQ. OF THE FRENCH LABOR CODE, AND THE REVOCATION AND WAIVER OF SHAREHOLDERS’ PREEMPTIVE SUBSCRIPTION RIGHTS WITH RESPECT TO SUCH SHARES.

 

Shareholder

 

Against

 

For

 

25.

 

TO AUTHORIZE THE BOARD OF DIRECTORS OR ANY PERSON DELEGATED BY IT WITH THE POWERS NECESSARY TO CARRY OUT ANY FORMALITIES REQUIRED BY LAW TO GIVE EFFECT TO THE RESOLUTIONS APPROVED AT THE MEETING.

 

Management

 

For

 

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

 

1.

 

APPOINT KESSELMAN & KESSELMAN (PWC ISRAEL) AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR 2017, AND AUTHORIZE THE BOARD TO DETERMINE THE COMPENSATION OF THE AUDITORS.

 

Management

 

For

 

For

 

2.

 

RATIFY THE ELECTION OF DR. DALIA MEGIDDO AS A DIRECTOR OF THE COMPANY.

 

Management

 

For

 

For

 

3.

 

APPROVE THE TERMS OF COMPENSATION OF DR. STANLEY HIRSCH, OUR CHAIRMAN OF THE BOARD OF DIRECTORS, FOR THE YEAR 2016 AND ONWARD.

 

Management

 

For

 

For

 

4.

 

APPROVE THE AWARD OF ADDITIONAL OPTIONS AND RESTRICTED SHARE UNITS TO THE COMPANY’S NON- EXECUTIVE DIRECTORS.

 

Management

 

For

 

For

 

5.

 

APPROVE AN INCREASE OF THE AUTHORIZED SHARE CAPITAL OF THE COMPANY BY AN ADDITIONAL NIS 6,400,000 DIVIDED INTO 40,000,000 ORDINARY SHARES WITH A NOMINAL VALUE OF NIS 0.16 PER SHARE.

 

Management

 

Abstain

 

Against

 

 

GALAPAGOS N V

 

Security

36315X101

Meeting Type

Special

Ticker Symbol

GLPG

Meeting Date

26-Jul-2016

Record Date

08-Jul-2016

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

S1.

 

TO APPOINT MS. MARY KERR AS AN INDEPENDENT DIRECTOR OF THE COMPANY.

 

Management

 

For

 

 

 

E2.

 

AUTHORIZATION TO THE BOARD OF DIRECTORS TO INCREASE THE SHARE CAPITAL WITHIN THE FRAMEWORK OF THE AUTHORIZED CAPITAL BY UP TO 40% OF THE SHARE CAPITAL.

 

Management

 

For

 

 

 

 

GALAPAGOS N V

 

Security

36315X101

Meeting Type

Annual

Ticker Symbol

GLPG

Meeting Date

25-Apr-2017

Record Date

20-Mar-2017

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

O2

 

COMMUNICATION AND APPROVAL OF THE NON-CONSOLIDATED ANNUAL ACCOUNTS OF THE COMPANY FOR THE FINANCIAL YEAR ENDED ON 31 DECEMBER 2016 AND APPROVAL OF THE ALLOCATION OF THE ANNUAL RESULT AS PROPOSED BY THE BOARD OF DIRECTORS.

 

Management

 

For

 

 

 

O5

 

COMMUNICATION AND APPROVAL OF THE REMUNERATION REPORT.

 

Management

 

For

 

 

 

O6

 

RELEASE FROM LIABILITY TO BE GRANTED TO THE DIRECTORS AND THE STATUTORY AUDITOR FOR THE PERFORMANCE OF THEIR DUTIES IN THE COURSE OF THE FINANCIAL YEAR ENDED 31 DECEMBER 2016.

 

Management

 

For

 

 

 

O7

 

RATIFICATION OF THE STATUTORY AUDITOR’S REMUNERATION FOR THE FINANCIAL YEAR ENDED ON 31 DECEMBER 2016.

 

Management

 

For

 

 

 

O8

 

RE-APPOINTMENT OF STATUTORY AUDITOR AND DETERMINATION OF STATUTORY AUDITOR’S REMUNERATION.

 

Management

 

For

 

 

 

O9A

 

RE-APPOINTMENT OF MR. ONNO VAN DE STOLPE AS DIRECTOR OF THE COMPANY.

 

Management

 

For

 

 

 

O9B

 

RE-APPOINTMENT OF DR. RAJ PAREKH AS DIRECTOR OF THE COMPANY.

 

Management

 

For

 

 

 

O9C

 

RE-APPOINTMENT OF MS. KATRINE BOSLEY AS INDEPENDENT DIRECTOR OF THE COMPANY.

 

Management

 

For

 

 

 

O10

 

REMUNERATION OF DIRECTORS.

 

Management

 

For

 

 

 

O11

 

OFFER OF WARRANTS.

 

Management

 

For

 

 

 

O12

 

APPLICATION OF ARTICLE 556 OF THE BELGIAN COMPANIES CODE.

 

Management

 

For

 

 

 

E2

 

AUTHORIZATION TO THE BOARD OF DIRECTORS TO INCREASE THE SHARE CAPITAL WITHIN THE FRAMEWORK OF THE AUTHORIZED CAPITAL BY UP TO 20% OF THE SHARE CAPITAL.

 

Management

 

For

 

 

 

E3

 

AUTHORIZATION TO THE BOARD OF DIRECTORS TO INCREASE THE SHARE CAPITAL WITHIN THE FRAMEWORK OF THE AUTHORIZED CAPITAL BY UP TO 33% OF THE SHARE CAPITAL, IN SPECIFIC CIRCUMSTANCES.

 

Management

 

For

 

 

 

 


 

GALAPAGOS NV

 

Security

B44170106

Meeting Type

ExtraOrdinary General Meeting

Ticker Symbol

GLPG NA

Meeting Date

26-Jul-2016

Record Date

12-Jul-2016

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

S.1

 

ELECT MARY KERR AS DIRECTOR

 

Management

 

For

 

 

 

E.1

 

RECEIVE SPECIAL BOARD REPORT RE: ITEM 2

 

Non-Voting

 

 

 

 

 

E.2

 

RENEW AUTHORIZATION TO INCREASE SHARE CAPITAL WITHIN THE FRAMEWORK OF AUTHORIZED CAPITAL

 

Management

 

For

 

 

 

 


 

GALAPAGOS NV

 

Security

B44170106

Meeting Type

MIX

Ticker Symbol

GLPG NA

Meeting Date

25-Apr-2017

Record Date

11-Apr-2017

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

O.1

 

RECEIVE DIRECTORS AND AUDITORS REPORTS

 

Non-Voting

 

 

 

 

 

O.2

 

APPROVE FINANCIAL STATEMENTS AND ALLOCATION OF INCOME

 

Management

 

For

 

For

 

O.3

 

RECEIVE AUDITORS REPORTS

 

Non-Voting

 

 

 

 

 

O.4

 

RECEIVE CONSOLIDATED FINANCIAL STATEMENTS AND STATUTORY REPORTS

 

Non-Voting

 

 

 

 

 

O.5

 

APPROVE REMUNERATION REPORT

 

Management

 

For

 

For

 

O.6

 

APPROVE DISCHARGE OF DIRECTORS AND AUDITORS

 

Management

 

For

 

For

 

O.7

 

APPROVE REMUNERATION OF AUDITORS

 

Management

 

For

 

For

 

O.8

 

RATIFY DELOITTE AS AUDITORS

 

Management

 

For

 

For

 

O.9.I

 

RE-ELECT ONNO VAN STOLPE AS DIRECTOR

 

Management

 

For

 

For

 

O.9II

 

RE-ELECT RAJ PAREKH AS DIRECTOR

 

Management

 

For

 

For

 

O9III

 

RE-ELECT KATRINE BOSLEY AS INDEPENDENT DIRECTOR

 

Management

 

For

 

For

 

O.10

 

APPROVE REMUNERATION OF DIRECTORS

 

Management

 

For

 

For

 

O.11

 

APPROVE GALAPAGOS WARRANT PLAN 2017

 

Management

 

For

 

For

 

O.12

 

APPROVE CHANGE OF CONTROL CLAUSE

 

Management

 

For

 

For

 

O.13

 

TRANSACT OTHER BUSINESS

 

Non-Voting

 

 

 

 

 

E.1

 

RECEIVE SPECIAL BOARD REPORT RE: AUTHORIZATION TO INCREASE CAPITAL

 

Non-Voting

 

 

 

 

 

E.2

 

RENEW AUTHORIZATION TO INCREASE SHARE CAPITAL WITHIN THE FRAMEWORK OF AUTHORIZED CAPITAL UP TO 20 PERCENT OF THE SHARE CAPITAL

 

Management

 

For

 

For

 

E.3

 

RENEW AUTHORIZATION TO INCREASE SHARE CAPITAL WITHIN THE FRAMEWORK OF AUTHORIZED CAPITAL UP TO 33 PERCENT OF THE SHARE CAPITAL

 

Management

 

For

 

For

 

 


 

GENMARK DIAGNOSTICS, INC.

 

Security

372309104

Meeting Type

Annual

Ticker Symbol

GNMK

Meeting Date

25-May-2017

Record Date

29-Mar-2017

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

DARYL J. FAULKNER

 

 

 

For

 

For

 

 

 

2

JAMES FOX, PH.D.

 

 

 

For

 

For

 

2.

 

TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2017.

 

Management

 

For

 

For

 

3.

 

TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS.

 

Management

 

For

 

For

 

4.

 

TO INDICATE, ON AN ADVISORY BASIS, THE PREFERRED FREQUENCY WITH WHICH THE COMPANY SHOULD HOLD FUTURE STOCKHOLDER ADVISORY VOTES ON THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS.

 

Management

 

1 Year

 

For

 

 

GENOMEDX BIOSCIENCES INC.

 

Security

N/A

Meeting Type

Special

Ticker Symbol

N/A

Meeting Date

24-Jan-2017

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

1.

 

AUTHORIZED SHARE STRUCTURE AMENDEMENT RESOLUTION

 

Management

 

For

 

For

 

2.

 

SPECIAL RIGHTS AND RESTRICTIONS RESOLUTION

 

Management

 

For

 

For

 

3.

 

CLASS C PREFERRED SHARE ISSUANCE RESOLUTION

 

Management

 

For

 

For

 

 


 

GENOMEDX BIOSCIENCES INC.

 

Security

N/A

Meeting Type

Annual

Ticker Symbol

N/A

Meeting Date

30-Jun-2017

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

1.

 

AUDITOR RESOLUTION

 

Management

 

For

 

For

 

2.

 

ELECTION OF DIRECTORS

 

Management

 

For

 

For

 

3.

 

AMENDMENTS TO STOCK OPTION PLAN

 

Management

 

For

 

For

 

 

GILEAD SCIENCES, INC.

 

Security

375558103

Meeting Type

Annual

Ticker Symbol

GILD

Meeting Date

10-May-2017

Record Date

16-Mar-2017

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

1A.

 

ELECTION OF DIRECTOR: JOHN F. COGAN, PH.D.

 

Management

 

For

 

For

 

1B.

 

ELECTION OF DIRECTOR: KELLY A. KRAMER

 

Management

 

For

 

For

 

1C.

 

ELECTION OF DIRECTOR: KEVIN E. LOFTON

 

Management

 

For

 

For

 

1D.

 

ELECTION OF DIRECTOR: JOHN C. MARTIN, PH.D.

 

Management

 

For

 

For

 

1E.

 

ELECTION OF DIRECTOR: JOHN F. MILLIGAN, PH.D.

 

Management

 

For

 

For

 

1F.

 

ELECTION OF DIRECTOR: NICHOLAS G. MOORE

 

Management

 

For

 

For

 

1G.

 

ELECTION OF DIRECTOR: RICHARD J. WHITLEY, M.D

 

Management

 

For

 

For

 

1H.

 

ELECTION OF DIRECTOR: GAYLE E. WILSON

 

Management

 

For

 

For

 

1I.

 

ELECTION OF DIRECTOR: PER WOLD-OLSEN

 

Management

 

For

 

For

 

2.

 

RATIFICATION OF THE SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

 

Management

 

For

 

For

 

3.

 

RESTATEMENT OF THE GILEAD SCIENCES, INC. 2004 EQUITY INCENTIVE PLAN.

 

Management

 

For

 

For

 

4.

 

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

 

Management

 

For

 

For

 

5.

 

ADVISORY VOTE AS TO THE FREQUENCY OF FUTURE ADVISORY SHAREHOLDER VOTES ON EXECUTIVE COMPENSATION.

 

Management

 

1 Year

 

For

 

6.

 

STOCKHOLDER PROPOSAL REQUESTING THAT THE BOARD TAKE STEPS TO PERMIT STOCKHOLDER ACTION BY WRITTEN CONSENT.

 

Shareholder

 

Against

 

For

 

7.

 

STOCKHOLDER PROPOSAL REQUESTING THAT THE BOARD ADOPT A POLICY THAT THE CHAIRMAN OF THE BOARD OF DIRECTORS BE AN INDEPENDENT DIRECTOR.

 

Shareholder

 

Against

 

For

 

 

GLOBAL BLOOD THERAPEUTICS, INC.

 

Security

37890U108

Meeting Type

Annual

Ticker Symbol

GBT

Meeting Date

20-Jun-2017

Record Date

21-Apr-2017

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

WILLIE L. BROWN, JR.

 

 

 

For

 

For

 

 

 

2

PHILIP A. PIZZO, M.D.

 

 

 

For

 

For

 

2.

 

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

 

Management

 

For

 

For

 

 


 

HALOZYME THERAPEUTICS, INC.

 

Security

40637H109

Meeting Type

Annual

Ticker Symbol

HALO

Meeting Date

04-May-2017

Record Date

09-Mar-2017

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

KENNETH J. KELLEY

 

 

 

For

 

For

 

 

 

2

MATTHEW L. POSARD

 

 

 

For

 

For

 

2.

 

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

 

Management

 

For

 

For

 

3.

 

TO APPROVE, BY A NON-BINDING ADVISORY VOTE, THE FREQUENCY OF EXECUTIVE COMPENSATION STOCKHOLDER VOTES.

 

Management

 

1 Year

 

For

 

4.

 

TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2017.

 

Management

 

For

 

For

 

 

IDEXX LABORATORIES, INC.

 

Security

45168D104

Meeting Type

Annual

Ticker Symbol

IDXX

Meeting Date

03-May-2017

Record Date

10-Mar-2017

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

1A.

 

ELECTION OF DIRECTOR: REBECCA M. HENDERSON, PHD

 

Management

 

For

 

For

 

1B.

 

ELECTION OF DIRECTOR: LAWRENCE D. KINGSLEY

 

Management

 

For

 

For

 

1C.

 

ELECTION OF DIRECTOR: SOPHIE V. VANDEBROEK, PHD

 

Management

 

For

 

For

 

2.

 

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE CURRENT FISCAL YEAR (PROPOSAL TWO).

 

Management

 

For

 

For

 

3.

 

ADVISORY VOTE ON EXECUTIVE COMPENSATION. TO APPROVE A NONBINDING ADVISORY RESOLUTION ON THE COMPANY’S EXECUTIVE COMPENSATION (PROPOSAL THREE).

 

Management

 

For

 

For

 

4.

 

ADVISORY VOTE ON THE FREQUENCY OF ADVISORY VOTES ON EXECUTIVE COMPENSATION. TO RECOMMEND, BY NONBINDING ADVISORY VOTE, THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPANY’S EXECUTIVE COMPENSATION (PROPOSAL FOUR).

 

Management

 

1 Year

 

For

 

 

ILLUMINA, INC.

 

Security

452327109

Meeting Type

Annual

Ticker Symbol

ILMN

Meeting Date

30-May-2017

Record Date

07-Apr-2017

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

1A.

 

ELECTION OF DIRECTOR: CAROLINE D. DORSA

 

Management

 

For

 

For

 

1B.

 

ELECTION OF DIRECTOR: ROBERT S. EPSTEIN, M.D.

 

Management

 

For

 

For

 

1C.

 

ELECTION OF DIRECTOR: PHILIP W. SCHILLER

 

Management

 

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.

 

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

 

Management

 

For

 

For

 

4.

 

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

 

Management

 

1 Year

 

For

 

5.

 

TO APPROVE AN AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO REMOVE CERTAIN SUPERMAJORITY VOTING REQUIREMENTS AS DISCLOSED IN THE PROXY STATEMENT.

 

Management

 

For

 

For

 

 


 

ILLUMINOSS MEDICAL, INC.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

28-Mar-2017

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

1.

 

CONVERTIBLE NOTE FINANCING

 

Management

 

For

 

For

 

2.

 

ANTI-DILUTION

 

Management

 

For

 

For

 

3.

 

GENERAL RESOLUTIONS

 

Management

 

For

 

For

 

 

IMPAX LABORATORIES, INC.

 

Security

45256B101

Meeting Type

Annual

Ticker Symbol

IPXL

Meeting Date

16-May-2017

Record Date

27-Mar-2017

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

1A.

 

ELECTION OF DIRECTOR: LESLIE Z. BENET, PH.D.

 

Management

 

For

 

For

 

1B.

 

ELECTION OF DIRECTOR: RICHARD A. BIERLY

 

Management

 

For

 

For

 

1C.

 

ELECTION OF DIRECTOR: PAUL M. BISARO

 

Management

 

For

 

For

 

1D.

 

ELECTION OF DIRECTOR: J. KEVIN BUCHI

 

Management

 

For

 

For

 

1E.

 

ELECTION OF DIRECTOR: ROBERT L. BURR

 

Management

 

For

 

For

 

1F.

 

ELECTION OF DIRECTOR: ALLEN CHAO, PH.D.

 

Management

 

For

 

For

 

1G.

 

ELECTION OF DIRECTOR: MARY K. PENDERGAST, J.D.

 

Management

 

For

 

For

 

1H.

 

ELECTION OF DIRECTOR: PETER R. TERRERI

 

Management

 

For

 

For

 

1I.

 

ELECTION OF DIRECTOR: JANET S. VERGIS

 

Management

 

For

 

For

 

2.

 

TO APPROVE THE A&R OF OUR NON-QUALIFIED ESPP ...(DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL)

 

Management

 

For

 

For

 

3.

 

TO APPROVE THE FOURTH A&R OF OUR 2002 EQUITY INCENTIVE PLAN ...(DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL)

 

Management

 

For

 

For

 

4.

 

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

 

Management

 

For

 

For

 

5.

 

TO APPROVE, BY NON-BINDING VOTE, THE FREQUENCY OF NAMED EXECUTIVE OFFICER COMPENSATION VOTES.

 

Management

 

1 Year

 

For

 

6.

 

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

 

Management

 

For

 

For

 

 

INCYTE CORPORATION

 

Security

45337C102

Meeting Type

Annual

Ticker Symbol

INCY

Meeting Date

26-May-2017

Record Date

07-Apr-2017

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

JULIAN C. BAKER

 

 

 

For

 

For

 

 

 

2

JEAN-JACQUES BIENAIME

 

 

 

For

 

For

 

 

 

3

PAUL A. BROOKE

 

 

 

For

 

For

 

 

 

4

PAUL J. CLANCY

 

 

 

For

 

For

 

 

 

5

WENDY L. DIXON

 

 

 

For

 

For

 

 

 

6

PAUL A. FRIEDMAN

 

 

 

For

 

For

 

 

 

7

HERVE HOPPENOT

 

 

 

For

 

For

 

2.

 

TO APPROVE, ON A NON-BINDING, ADVISORY BASIS, THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS.

 

Management

 

For

 

For

 

3.

 

TO APPROVE, ON A NON-BINDING, ADVISORY BASIS, THE FREQUENCY OF FUTURE NON-BINDING ADVISORY STOCKHOLDER VOTES ON THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS.

 

Management

 

1 Year

 

For

 

4.

 

TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2017.

 

Management

 

For

 

For

 

 


 

INNOVIVA INC

 

Security

45781M101

Meeting Type

Contested-Annual

Ticker Symbol

INVA

Meeting Date

20-Apr-2017

Record Date

24-Feb-2017

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

MICHAEL W. AGUIAR

 

 

 

For

 

For

 

 

 

2

BARBARA DUNCAN

 

 

 

For

 

For

 

 

 

3

CATHERINE J. FRIEDMAN

 

 

 

For

 

For

 

 

 

4

PATRICK G. LEPORE

 

 

 

For

 

For

 

 

 

5

PAUL A. PEPE

 

 

 

For

 

For

 

 

 

6

JAMES L. TYREE

 

 

 

For

 

For

 

 

 

7

WILLIAM H. WALTRIP

 

 

 

For

 

For

 

2.

 

APPROVE AN ADVISORY NON-BINDING RESOLUTION REGARDING EXECUTIVE COMPENSATION.

 

Management

 

For

 

For

 

3.

 

APPROVE AN ADVISORY NON-BINDING RESOLUTION ON THE FREQUENCY OF HOLDING AN ADVISORY VOTE ON EXECUTIVE COMPENSATION.

 

Management

 

1 Year

 

For

 

4.

 

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

 

Management

 

For

 

For

 

5.

 

VOTE ON A STOCKHOLDER PROPOSAL, IF PROPERLY PRESENTED AT THE ANNUAL MEETING, TO REPEAL CERTAIN PROVISIONS OF THE COMPANY’S BYLAWS.

 

Shareholder

 

For

 

Against

 

 

INTELLIA THERAPEUTICS, INC.

 

Security

45826J105

Meeting Type

Annual

Ticker Symbol

NTLA

Meeting Date

18-May-2017

Record Date

04-Apr-2017

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

1A.

 

ELECTION OF CLASS I DIRECTOR: NESSAN BERMINGHAM, PH.D.

 

Management

 

For

 

For

 

1B.

 

ELECTION OF CLASS I DIRECTOR: JEAN-FRANCOIS FORMELA, M.D.

 

Management

 

For

 

For

 

2.

 

RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INTELLIA’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2017.

 

Management

 

For

 

For

 

3.

 

RATIFICATION OF THE AMENDED AND RESTATED 2015 STOCK OPTION AND INCENTIVE PLAN.

 

Management

 

For

 

For

 

 


 

JAZZ PHARMACEUTICALS PLC

 

Security

G50871105

Meeting Type

Annual

Ticker Symbol

JAZZ

Meeting Date

04-Aug-2016

Record Date

07-Jun-2016

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

1A.

 

ELECTION OF DIRECTOR: PAUL L. BERNS

 

Management

 

For

 

For

 

1B.

 

ELECTION OF DIRECTOR: PATRICK G. ENRIGHT

 

Management

 

For

 

For

 

1C.

 

ELECTION OF DIRECTOR: SEAMUS MULLIGAN

 

Management

 

For

 

For

 

1D.

 

ELECTION OF DIRECTOR: NORBERT G. RIEDEL, PH.D.

 

Management

 

For

 

For

 

2.

 

TO RATIFY, ON A NON-BINDING ADVISORY BASIS, THE APPOINTMENT OF KPMG, DUBLIN AS THE INDEPENDENT AUDITORS OF JAZZ PHARMACEUTICALS PLC FOR THE FISCAL YEAR ENDING DECEMBER 31, 2016 AND TO AUTHORIZE, IN A BINDING VOTE, THE BOARD OF DIRECTORS, ACTING THROUGH THE AUDIT COMMITTEE, TO DETERMINE THE AUDITORS’ REMUNERATION.

 

Management

 

For

 

For

 

3.

 

TO APPROVE, ON A NON-BINDING ADVISORY BASIS, THE COMPENSATION OF JAZZ PHARMACEUTICALS PLC’S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE PROXY STATEMENT.

 

Management

 

For

 

For

 

4A.

 

TO APPROVE AMENDMENTS TO JAZZ PHARMACEUTICALS PLC’S MEMORANDUM OF ASSOCIATION TO MAKE CERTAIN ADMINISTRATIVE ADJUSTMENTS TO ADDRESS THE ENACTMENT OF THE IRISH COMPANIES ACT 2014 AND A MINOR HOUSEKEEPING MATTER.

 

Management

 

For

 

For

 

4B.

 

TO APPROVE AMENDMENTS TO JAZZ PHARMACEUTICALS PLC’S ARTICLES OF ASSOCIATION TO MAKE CERTAIN ADMINISTRATIVE ADJUSTMENTS TO ADDRESS THE ENACTMENT OF THE IRISH COMPANIES ACT 2014 AND CERTAIN MINOR HOUSEKEEPING MATTERS.

 

Management

 

For

 

For

 

5.

 

TO AUTHORIZE JAZZ PHARMACEUTICALS PLC AND/OR ANY SUBSIDIARY OF JAZZ PHARMACEUTICALS PLC TO MAKE OPEN MARKET PURCHASES OF JAZZ PHARMACEUTICALS PLC’S ORDINARY SHARES.

 

Management

 

For

 

For

 

6.

 

TO RENEW THE BOARD OF DIRECTORS’ EXISTING AUTHORITY UNDER IRISH LAW TO ALLOT AND ISSUE ORDINARY SHARES.

 

Management

 

For

 

For

 

7.

 

TO RENEW THE BOARD OF DIRECTORS’ EXISTING AUTHORITY UNDER IRISH LAW TO ALLOT AND ISSUE ORDINARY SHARES FOR CASH WITHOUT FIRST OFFERING THOSE ORDINARY SHARES TO EXISTING SHAREHOLDERS PURSUANT TO THE STATUTORY PRE-EMPTION RIGHT THAT WOULD OTHERWISE APPLY.

 

Management

 

For

 

For

 

8.

 

TO APPROVE ANY MOTION TO ADJOURN THE ANNUAL MEETING, OR ANY ADJOURNMENTS THEREOF, TO ANOTHER TIME AND PLACE TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE ANNUAL MEETING TO APPROVE ANY OR ALL OF PROPOSALS 4A, 4B AND/OR 7.

 

Management

 

For

 

For

 

9.

 

TO APPROVE AN AMENDMENT AND RESTATEMENT OF JAZZ PHARMACEUTICALS PLC’S 2011 EQUITY INCENTIVE PLAN IN ORDER TO RENEW JAZZ PHARMACEUTICALS PLC’S ABILITY TO GRANT AWARDS THEREUNDER THAT MAY QUALIFY AS “PERFORMANCE-BASED COMPENSATION” UNDER SECTION 162(M) OF THE U.S. INTERNAL REVENUE CODE.

 

Management

 

For

 

For

 

10.

 

TO APPROVE AN AMENDMENT AND RESTATEMENT OF JAZZ PHARMACEUTICALS PLC’S AMENDED AND RESTATED 2007 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN IN ORDER TO (I) EXPAND THE TYPES OF STOCK AWARDS THAT MAY BE GRANTED THEREUNDER TO JAZZ PHARMACEUTICALS PLC’S NON-EMPLOYEE DIRECTORS AND (II) ELIMINATE THE FINAL AUTOMATIC ANNUAL INCREASE TO THE SHARE RESERVE THAT IS OTHERWISE SCHEDULED TO OCCUR IN 2017 PURSUANT TO THE “EVERGREEN” PROVISION INCLUDED THEREIN.

 

Management

 

For

 

For

 

 


 

JAZZ PHARMACEUTICALS PLC

 

Security

G50871105

Meeting Type

Annual

Ticker Symbol

JAZZ

Meeting Date

03-Aug-2017

Record Date

07-Jun-2017

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

1A.

 

ELECTION OF DIRECTOR: BRUCE C. COZADD

 

Management

 

For

 

For

 

1B.

 

ELECTION OF DIRECTOR: HEATHER ANN MCSHARRY

 

Management

 

For

 

For

 

1C.

 

ELECTION OF DIRECTOR: RICK E WINNINGHAM

 

Management

 

For

 

For

 

2.

 

TO RATIFY, ON A NON-BINDING ADVISORY BASIS, THE APPOINTMENT OF KPMG, DUBLIN AS THE INDEPENDENT AUDITORS OF JAZZ PHARMACEUTICALS PLC FOR THE FISCAL YEAR ENDING DECEMBER 31, 2017 AND TO AUTHORIZE, IN A BINDING VOTE, THE BOARD OF DIRECTORS, ACTING THROUGH THE AUDIT COMMITTEE, TO DETERMINE THE AUDITORS’ REMUNERATION.

 

Management

 

For

 

For

 

3.

 

TO APPROVE, ON A NON-BINDING ADVISORY BASIS, THE COMPENSATION OF JAZZ PHARMACEUTICALS PLC’S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE PROXY STATEMENT.

 

Management

 

For

 

For

 

4.

 

TO AUTHORIZE JAZZ PHARMACEUTICALS PLC AND/OR ANY SUBSIDIARY OF JAZZ PHARMACEUTICALS PLC TO MAKE OPEN MARKET PURCHASES OF JAZZ PHARMACEUTICALS PLC’S ORDINARY SHARES.

 

Management

 

For

 

For

 

 

KARYOPHARM THERAPEUTICS INC.

 

Security

48576U106

Meeting Type

Annual

Ticker Symbol

KPTI

Meeting Date

15-Jun-2017

Record Date

18-Apr-2017

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

J. SCOTT GARLAND

 

 

 

For

 

For

 

 

 

2

BARRY E. GREENE

 

 

 

For

 

For

 

 

 

3

MANSOOR RAZA MIRZA, MD.

 

 

 

For

 

For

 

2.

 

RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2017.

 

Management

 

For

 

For

 

 


 

MEDIVATION, INC.

 

Security

58501N101

Meeting Type

Contested-Consent

Ticker Symbol

MDVN

Meeting Date

06-Jul-2016

Record Date

01-Jun-2016

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

01

 

THAT ANY CHANGES TO THE AMENDED AND RESTATED BYLAWS OF THE COMPANY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 13, 2015 (THE “MEDIVATION BYLAWS”) BE REPEALED; A “FOR” OR “ABSTAIN” VOTE IS A VOTE TO REVOKE CONSENT

 

Management

 

For

 

For

 

02

 

THAT SECTION 17(A) OF ARTICLE IV OF THE MEDIVATION BYLAWS BE AMENDED TO EXPRESSLY PROVIDE THAT ANY VACANCIES ON THE BOARD OF DIRECTORS OF MEDIVATION (THE “BOARD”) MAY BE FILLED BY THE STOCKHOLDERS OF THE COMPANY AND THOSE VACANCIES ON THE BOARD RESULTING FROM A REMOVAL OF DIRECTORS BY THE STOCKHOLDERS SHALL BE FILLED EXCLUSIVELY BY THE STOCKHOLDERS. A “FOR” OR “ABSTAIN” VOTE IS A VOTE TO REVOKE CONSENT

 

Management

 

For

 

For

 

3A

 

REMOVAL OF DIRECTOR: KIM D. BLICKENSTAFF A “FOR” OR “ABSTAIN” VOTE IS A VOTE TO REVOKE CONSENT

 

Management

 

For

 

For

 

3B

 

REMOVAL OF DIRECTOR: KATHRYN E. FALBERG A “FOR” OR “ABSTAIN” VOTE IS A VOTE TO REVOKE CONSENT

 

Management

 

For

 

For

 

3C

 

REMOVAL OF DIRECTOR: DAVID T. HUNG A “FOR” OR “ABSTAIN” VOTE IS A VOTE TO REVOKE CONSENT

 

Management

 

For

 

For

 

3D

 

REMOVAL OF DIRECTOR: MICHAEL L. KING A “FOR” OR “ABSTAIN” VOTE IS A VOTE TO REVOKE CONSENT

 

Management

 

For

 

For

 

3E

 

REMOVAL OF DIRECTOR: C. PATRICK MACHADO A “FOR” OR “ABSTAIN” VOTE IS A VOTE TO REVOKE CONSENT

 

Management

 

For

 

For

 

3F

 

REMOVAL OF DIRECTOR: DAWN SVORONOS A “FOR” OR “ABSTAIN” VOTE IS A VOTE TO REVOKE CONSENT

 

Management

 

For

 

For

 

3G

 

REMOVAL OF DIRECTOR: W. ANTHONY VERNON A “FOR” OR “ABSTAIN” VOTE IS A VOTE TO REVOKE CONSENT

 

Management

 

For

 

For

 

3H

 

REMOVAL OF DIRECTOR: WENDY L. YARNO A “FOR” OR “ABSTAIN” VOTE IS A VOTE TO REVOKE CONSENT

 

Management

 

For

 

For

 

4A

 

ELECTION OF DIRECTOR: MICHAEL E. CAMPBELL A “FOR” OR “ABSTAIN” VOTE IS A VOTE TO REVOKE CONSENT

 

Management

 

For

 

For

 

4B

 

ELECTION OF DIRECTOR: BARBARA DEPTULA A “FOR” OR “ABSTAIN” VOTE IS A VOTE TO REVOKE CONSENT

 

Management

 

For

 

For

 

4C

 

ELECTION OF DIRECTOR: WENDY E. LANE A “FOR” OR “ABSTAIN” VOTE IS A VOTE TO REVOKE CONSENT

 

Management

 

For

 

For

 

4D

 

ELECTION OF DIRECTOR: RONALD S. ROLFE A “FOR” OR “ABSTAIN” VOTE IS A VOTE TO REVOKE CONSENT

 

Management

 

For

 

For

 

4E

 

ELECTION OF DIRECTOR: STEVEN J. SHULMAN A “FOR” OR “ABSTAIN” VOTE IS A VOTE TO REVOKE CONSENT

 

Management

 

For

 

For

 

4F

 

ELECTION OF DIRECTOR: CHARLES P. SLACIK A “FOR” OR “ABSTAIN” VOTE IS A VOTE TO REVOKE CONSENT

 

Management

 

For

 

For

 

4G

 

ELECTION OF DIRECTOR: JAMES L. TYREE A “FOR” OR “ABSTAIN” VOTE IS A VOTE TO REVOKE CONSENT

 

Management

 

For

 

For

 

4H

 

ELECTION OF DIRECTOR: DAVID A. WILSON A “FOR” OR “ABSTAIN” VOTE IS A VOTE TO REVOKE CONSENT

 

Management

 

For

 

For

 

 


 

MERUS N.V.

 

Security

N5749R100

Meeting Type

Annual

Ticker Symbol

MRUS

Meeting Date

24-May-2017

Record Date

26-Apr-2017

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

1.

 

ADOPTION OF THE ANNUAL ACCOUNTS OVER THE FINANCIAL YEAR 2016

 

Management

 

For

 

For

 

2.

 

APPOINTMENT OF THE EXTERNAL AUDITOR FOR THE FINANCIAL YEAR 2017

 

Management

 

For

 

For

 

3.

 

RELEASE OF THE MANAGEMENT DIRECTORS FROM LIABILITY FOR THE EXERCISE OF THEIR DUTIES DURING THE FINANCIAL YEAR 2016

 

Management

 

For

 

For

 

4.

 

RELEASE OF THE SUPERVISORY DIRECTORS FROM LIABILITY FOR THE EXERCISE OF THEIR DUTIES DURING THE FINANCIAL YEAR 2016

 

Management

 

For

 

For

 

5.

 

(I) AMENDMENT OF THE COMPANY’S ARTICLES OF ASSOCIATION, (II) AUTHORIZATION TO IMPLEMENT SUCH AMENDMENT AND (III) DESIGNATION OF MANAGING AND SUPERVISORY DIRECTORS AS EXECUTIVE AND NON-EXECUTIVE DIRECTORS

 

Management

 

For

 

For

 

6.

 

REAPPOINTMENT OF DR. W. BERTHOLD, PH.D. AND DESIGNATION AS NON-EXECUTIVE DIRECTOR

 

Management

 

For

 

For

 

7.

 

REAPPOINTMENT OF DR. J.P. DE KONING, PH.D. AND DESIGNATION AS NON-EXECUTIVE DIRECTOR

 

Management

 

For

 

For

 

8.

 

AMENDMENT OF THE COMPANY’S COMPENSATION POLICY

 

Management

 

For

 

For

 

9.

 

AMENDMENT OF THE COMPANY’S SUPERVISORY BOARD MEMBER COMPENSATION PROGRAM

 

Management

 

For

 

For

 

10.

 

APPROVAL OF THE INCREASE OF THE GRANT DATE FAIR VALUE OF EQUITY AWARDS UNDER THE COMPANY’S SUPERVISORY BOARD MEMBER COMPENSATION PROGRAM

 

Management

 

For

 

For

 

11.

 

GRANTING OF EQUITY COMPENSATION TO MR. M.T. IWICKI

 

Management

 

For

 

For

 

12.

 

GRANTING OF EQUITY COMPENSATION TO DR. W. BERTHOLD, PH.D.

 

Management

 

For

 

For

 

13.

 

GRANTING OF EQUITY COMPENSATION TO MR. L.M.S. CARNOT

 

Management

 

For

 

For

 

14.

 

GRANTING OF EQUITY COMPENSATION TO DR. J.P. DE KONING, PH.D.

 

Management

 

For

 

For

 

15.

 

GRANTING OF EQUITY COMPENSATION TO DR. A. MEHRA, M.D.

 

Management

 

For

 

For

 

16.

 

GRANTING OF EQUITY COMPENSATION TO MR. G.D. PERRY

 

Management

 

For

 

For

 

17.

 

APPROVAL OF AMENDMENT TO AWARDS GRANTED UNDER THE COMPANY’S 2010 EMPLOYEE OPTION PLAN

 

Management

 

For

 

For

 

18.

 

GRANTING AUTHORIZATION OF THE MANAGEMENT BOARD TO ISSUE SHARES AND TO GRANT RIGHTS TO SUBSCRIBE FOR SHARES

 

Management

 

For

 

For

 

19.

 

GRANTING AUTHORIZATION OF THE MANAGEMENT BOARD TO LIMIT OR EXCLUDE PRE-EMPTION RIGHTS

 

Management

 

For

 

For

 

20.

 

GRANTING AUTHORIZATION OF THE MANAGEMENT BOARD TO ACQUIRE SHARES IN THE COMPANY’S CAPITAL

 

Management

 

For

 

For

 

 

MOMENTA PHARMACEUTICALS, INC.

 

Security

60877T100

Meeting Type

Annual

Ticker Symbol

MNTA

Meeting Date

20-Jun-2017

Record Date

24-Apr-2017

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

1A.

 

ELECTION OF DIRECTOR: BRUCE L. DOWNEY

 

Management

 

For

 

For

 

1B.

 

ELECTION OF DIRECTOR: COREY N. FISHMAN

 

Management

 

For

 

For

 

1C.

 

ELECTION OF DIRECTOR: GEORGES GEMAYEL

 

Management

 

For

 

For

 

2.

 

TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2017.

 

Management

 

For

 

For

 

3.

 

TO APPROVE, ON AN ADVISORY (NON-BINDING) BASIS, THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS.

 

Management

 

For

 

For

 

4.

 

TO APPROVE, ON AN ADVISORY (NON-BINDING) BASIS, THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

 

Management

 

1 Year

 

For

 

5.

 

TO APPROVE THE AMENDMENT AND RESTATEMENT OF THE MOMENTA PHARMACEUTICALS, INC. 2013 INCENTIVE AWARD PLAN, WHICH, AMONG OTHER THINGS, INCREASES THE NUMBER OF SHARES AUTHORIZED FOR ISSUANCE BY 4,300,000 SHARES.

 

Management

 

For

 

For

 

6.

 

TO APPROVE THE AMENDMENT AND RESTATEMENT OF THE MOMENTA PHARMACEUTICALS, INC. 2004 EMPLOYEE STOCK PURCHASE PLAN, WHICH INCREASES THE NUMBER OF SHARES AUTHORIZED FOR ISSUANCE BY 1,400,000 SHARES.

 

Management

 

For

 

For

 

 


 

MYLAN N.V.

 

Security

N59465109

Meeting Type

Annual

Ticker Symbol

MYL

Meeting Date

22-Jun-2017

Record Date

25-May-2017

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

1A.

 

ELECTION OF DIRECTOR: HEATHER BRESCH

 

Management

 

Against

 

Against

 

1B.

 

ELECTION OF DIRECTOR: WENDY CAMERON

 

Management

 

Against

 

Against

 

1C.

 

ELECTION OF DIRECTOR: HON. ROBERT J. CINDRICH

 

Management

 

For

 

For

 

1D.

 

ELECTION OF DIRECTOR: ROBERT J. COURY

 

Management

 

Against

 

Against

 

1E.

 

ELECTION OF DIRECTOR: JOELLEN LYONS DILLON

 

Management

 

For

 

For

 

1F.

 

ELECTION OF DIRECTOR: NEIL DIMICK, C.P.A.

 

Management

 

Against

 

Against

 

1G.

 

ELECTION OF DIRECTOR: MELINA HIGGINS

 

Management

 

For

 

For

 

1H.

 

ELECTION OF DIRECTOR: RAJIV MALIK

 

Management

 

For

 

For

 

1I.

 

ELECTION OF DIRECTOR: MARK W. PARRISH

 

Management

 

Against

 

Against

 

1J.

 

ELECTION OF DIRECTOR: RANDALL L. (PETE) VANDERVEEN, PH.D., R.PH.

 

Management

 

For

 

For

 

1K.

 

ELECTION OF DIRECTOR: SJOERD S. VOLLEBREGT

 

Management

 

For

 

For

 

2.

 

ADOPTION OF THE DUTCH ANNUAL ACCOUNTS FOR FISCAL YEAR 2016

 

Management

 

For

 

For

 

3.

 

RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2017

 

Management

 

For

 

For

 

4.

 

INSTRUCTION TO DELOITTE ACCOUNTANTS B.V. FOR THE AUDIT OF THE COMPANY’S DUTCH STATUTORY ANNUAL ACCOUNTS FOR FISCAL YEAR 2017

 

Management

 

For

 

For

 

5.

 

APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS OF THE COMPANY (THE “SAY-ON-PAY VOTE”)

 

Management

 

Against

 

Against

 

6.

 

ADVISORY VOTE ON THE FREQUENCY OF THE SAY-ON-PAY VOTE

 

Management

 

1 Year

 

For

 

7.

 

AUTHORIZATION OF THE MYLAN BOARD TO ACQUIRE ORDINARY SHARES AND PREFERRED SHARES IN THE CAPITAL OF THE COMPANY

 

Management

 

For

 

For

 

 

NANOSTRING TECHNOLOGIES, INC.

 

Security

63009R109

Meeting Type

Annual

Ticker Symbol

NSTG

Meeting Date

21-Jun-2017

Record Date

24-Apr-2017

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

R. BRADLEY GRAY

 

 

 

For

 

For

 

 

 

2

R.M. HERSHBERG, MD, PHD

 

 

 

For

 

For

 

 

 

3

KIRK D. MALLOY, PH.D.

 

 

 

For

 

For

 

2.

 

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

 

Management

 

For

 

For

 

 

NATERA, INC.

 

Security

632307104

Meeting Type

Annual

Ticker Symbol

NTRA

Meeting Date

23-May-2017

Record Date

31-Mar-2017

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

HERM ROSENMAN

 

 

 

For

 

For

 

 

 

2

JOHN STEUART

 

 

 

For

 

For

 

 

 

3

JONATHAN SHEENA

 

 

 

For

 

For

 

2.

 

PROPOSAL 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

 

 


 

NEUROCRINE BIOSCIENCES, INC.

 

Security

64125C109

Meeting Type

Annual

Ticker Symbol

NBIX

Meeting Date

22-May-2017

Record Date

31-Mar-2017

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

KEVIN C. GORMAN, PH.D.

 

 

 

For

 

For

 

 

 

2

GARY A. LYONS

 

 

 

For

 

For

 

 

 

3

A W SANDROCK JR MD, PHD

 

 

 

For

 

For

 

2.

 

ADVISORY VOTE TO APPROVE THE COMPENSATION PAID TO THE COMPANY’S NAMED EXECUTIVE OFFICERS.

 

Management

 

For

 

For

 

3.

 

AN ADVISORY VOTE ON THE FREQUENCY OF ADVISORY VOTING ON THE COMPENSATION PAID TO THE COMPANY’S NAMED EXECUTIVE OFFICERS.

 

Management

 

1 Year

 

For

 

4.

 

TO APPROVE AN AMENDMENT TO THE COMPANY’S 2011 EQUITY INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK RESERVED FOR ISSUANCE THEREUNDER FROM 15,500,000 TO 17,000,000.

 

Management

 

For

 

For

 

5.

 

TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2017.

 

Management

 

For

 

For

 

 

NEUROVANCE, INC.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

05-Aug-2016

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

1.

 

ENGAGEMENT LETTER WITH JEFFERIES

 

Management

 

For

 

For

 

 

NEUROVANCE, INC.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

08-Aug-2016

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

1.

 

BRIDGE FINANCING

 

Management

 

For

 

For

 

 

NEUROVANCE, INC.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

17-Nov-2016

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

1.

 

BRIDGE FINANCING

 

Management

 

For

 

For

 

 

NEUROVANCE, INC.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

16-Dec-2016

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

1.

 

BRIDGE FINANCING

 

Management

 

For

 

For

 

2.

 

SERVICE PROVIDER CONVERTIBLE NOTE

 

Management

 

For

 

For

 

3.

 

INTERCOMPANY ADJUSTMENTS

 

Management

 

For

 

For

 

 


 

NEUROVANCE, INC.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

16-Dec-2016

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

1.

 

EMPLOYMENT AND OPTION AGREEMENTS

 

Management

 

For

 

For

 

2.

 

AMENDING CHARTER AND INCENTIVE STOCK PLAN EXPANSION

 

Management

 

For

 

For

 

3.

 

ADDING MR. BRIAN GOFF TO BOARD OF DIRECTORS

 

Management

 

For

 

For

 

4.

 

AMENDING CHARTER AND INCENTIVE STOCK PLAN EXPANSION

 

Management

 

For

 

For

 

5.

 

GENERAL; IMPLEMENTATION

 

Management

 

For

 

For

 

 

NEUROVANCE, INC.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

14-Feb-2017

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

1.

 

BRIDGE FINANCING

 

Management

 

For

 

For

 

 

NEUROVANCE, INC.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

09-Mar-2017

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

1.

 

DECLARATION OF DIVIDEND

 

Management

 

For

 

For

 

 

NEUROVANCE, INC.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

13-Mar-2017

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

1.

 

APPROVAL OF POTENTIAL PARACHUTE PAYMENTS TO EXECUTIVES

 

Management

 

For

 

For

 

 

NEUROVANCE, INC.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

13-Mar-2017

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

1.

 

APPROVAL OF MERGER AGREEMENT AND RELATED DOCUMENTS

 

Management

 

For

 

For

 

2.

 

APPROVAL OF SECURITYHOLDERS’ REPRESENTATIVE

 

Management

 

For

 

For

 

3.

 

TERMINATION OF STOCKHOLDER AGREEMENTS

 

Management

 

For

 

For

 

4.

 

WAIVER OF APPRAISAL RIGHTS

 

Management

 

For

 

For

 

5.

 

GENERAL AUTHORITY

 

Management

 

For

 

For

 

 

NOVAVAX, INC.

 

Security

670002104

Meeting Type

Annual

Ticker Symbol

NVAX

Meeting Date

15-Jun-2017

Record Date

19-Apr-2017

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

STANLEY C. ERCK

 

 

 

For

 

For

 

 

 

2

RAJIV I. MODI

 

 

 

For

 

For

 

2.

 

TO CONSIDER AND VOTE WHETHER TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS.

 

Management

 

For

 

For

 

3.

 

TO CONSIDER AND VOTE, ON AN ADVISORY BASIS, HOLDING FUTURE EXECUTIVE COMPENSATION ADVISORY VOTES EVERY THREE YEARS, EVERY TWO YEARS, OR EVERY YEAR.

 

Management

 

1 Year

 

Against

 

4.

 

TO AMEND AND RESTATE THE NOVAVAX, INC. AMENDED AND RESTATED 2015 STOCK INCENTIVE PLAN AND TO INCREASE THE NUMBER OF SHARES OF THE COMPANY’S COMMON STOCK, PAR VALUE $0.01, AVAILABLE FOR ISSUANCE THEREUNDER BY 5,000,000 SHARES.

 

Management

 

For

 

For

 

5.

 

TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2017.

 

Management

 

For

 

For

 

 


 

OVID THERAPEUTICS INC.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

04-Jan-2017

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

1.

 

APPROVAL OF ISSUANCE OF SERIES B-1 PREFERRED STOCK

 

Management

 

For

 

For

 

2.

 

AMENDMENT AND RESTATEMENT OF THE CERTIFICATE OF INCORPORATION

 

Management

 

For

 

For

 

3.

 

GENERAL

 

Management

 

For

 

For

 

 

OVID THERAPEUTICS INC.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

24-Apr-2017

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

1.

 

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION - REVERSE STOCK SPLIT

 

Management

 

For

 

For

 

2.

 

INDEMNITY AGREEMENTS

 

Management

 

For

 

For

 

3.

 

GENERAL

 

Management

 

For

 

For

 

 

OVID THERAPEUTICS INC.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

24-Apr-2017

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

1.

 

IPO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

 

Management

 

For

 

For

 

2.

 

APPROVAL OF 2017 EQUITY INCENTIVE PLAN

 

Management

 

For

 

For

 

3.

 

APPROVAL OF 2017 EMPLOYEE STOCK PURCHASE PLAN

 

Management

 

For

 

For

 

4.

 

GENERAL

 

Management

 

For

 

For

 

 

PARATEK PHARMACEUTICALS, INC.

 

Security

699374302

Meeting Type

Annual

Ticker Symbol

PRTK

Meeting Date

15-Jun-2017

Record Date

17-Apr-2017

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

MICHAEL F. BIGHAM

 

 

 

For

 

For

 

 

 

2

ROBERT S. RADIE

 

 

 

For

 

For

 

2.

 

TO CONSIDER AND APPROVE A NON-BINDING ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

 

Management

 

For

 

For

 

3.

 

TO HOLD A NON-BINDING ADVISORY VOTE ON THE FREQUENCY OF HOLDING FUTURE NON-BINDING ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

 

Management

 

3 Years

 

For

 

4.

 

TO CONSIDER AND APPROVE THE PARATEK PHARMACEUTICALS, INC. ANNUAL INCENTIVE PLAN.

 

Management

 

For

 

For

 

5.

 

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

 

Management

 

For

 

For

 

 


 

PIERIS PHARMACEUTICALS INC

 

Security

720795103

Meeting Type

Annual

Ticker Symbol

PIRS

Meeting Date

30-Jun-2017

Record Date

08-May-2017

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

STEPHEN S. YODER

 

 

 

For

 

For

 

 

 

2

MICHAEL RICHMAN

 

 

 

For

 

For

 

2.

 

RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2017.

 

Management

 

For

 

For

 

 

RA PHARMACEUTICALS, INC.

 

Security

74933V108

Meeting Type

Annual

Ticker Symbol

RARX

Meeting Date

20-Jun-2017

Record Date

25-Apr-2017

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

DOUGLAS A. TRECO, PH.D.

 

 

 

For

 

For

 

 

 

2

EDWARD T. MATHERS

 

 

 

For

 

For

 

2.

 

TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2017.

 

Management

 

For

 

For

 

 

REGENERON PHARMACEUTICALS, INC.

 

Security

75886F107

Meeting Type

Annual

Ticker Symbol

REGN

Meeting Date

09-Jun-2017

Record Date

13-Apr-2017

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

1.1

 

ELECTION OF DIRECTOR: BONNIE L. BASSLER

 

Management

 

For

 

For

 

1.2

 

ELECTION OF DIRECTOR: N. ANTHONY COLES

 

Management

 

For

 

For

 

1.3

 

ELECTION OF DIRECTOR: JOSEPH L. GOLDSTEIN

 

Management

 

For

 

For

 

1.4

 

ELECTION OF DIRECTOR: CHRISTINE A. POON

 

Management

 

For

 

For

 

1.5

 

ELECTION OF DIRECTOR: P. ROY VAGELOS

 

Management

 

For

 

For

 

1.6

 

ELECTION OF DIRECTOR: HUDA Y. ZOGHBI

 

Management

 

For

 

For

 

2

 

RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2017.

 

Management

 

For

 

For

 

3

 

PROPOSAL TO APPROVE THE AMENDED AND RESTATED REGENERON PHARMACEUTICALS, INC. 2014 LONG-TERM INCENTIVE PLAN

 

Management

 

For

 

For

 

4

 

PROPOSAL TO APPROVE, ON AN ADVISORY BASIS, EXECUTIVE COMPENSATION.

 

Management

 

For

 

For

 

5

 

PROPOSAL TO APPROVE, ON AN ADVISORY BASIS, THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION.

 

Management

 

3 Years

 

For

 

 


 

RETROPHIN, INC.

 

Security

761299106

Meeting Type

Annual

Ticker Symbol

RTRX

Meeting Date

17-May-2017

Record Date

20-Mar-2017

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

STEPHEN ASELAGE

 

 

 

For

 

For

 

 

 

2

TIMOTHY COUGHLIN

 

 

 

For

 

For

 

 

 

3

ROY BAYNES

 

 

 

For

 

For

 

 

 

4

JOHN KOZARICH

 

 

 

For

 

For

 

 

 

5

GARY LYONS

 

 

 

For

 

For

 

 

 

6

JEFFREY MECKLER

 

 

 

For

 

For

 

 

 

7

JOHN A. ORWIN

 

 

 

For

 

For

 

 

 

8

RON SQUARER

 

 

 

For

 

For

 

2.

 

TO APPROVE THE COMPANY’S 2015 EQUITY INCENTIVE PLAN, AS AMENDED, TO, AMONG OTHER ITEMS, INCREASE THE NUMBER OF SHARES OF COMMON STOCK RESERVED FOR ISSUANCE THEREUNDER BY 1,800,000.

 

Management

 

For

 

For

 

3.

 

TO APPROVE THE COMPANY’S 2017 EMPLOYEE STOCK PURCHASE PLAN.

 

Management

 

For

 

For

 

4.

 

TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS.

 

Management

 

For

 

For

 

5.

 

TO RATIFY THE SELECTION OF BDO USA LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR ITS FISCAL YEAR ENDING DECEMBER 31, 2017.

 

Management

 

For

 

For

 

 

SAGE THERAPEUTICS, INC.

 

Security

78667J108

Meeting Type

Annual

Ticker Symbol

SAGE

Meeting Date

07-Jun-2017

Record Date

10-Apr-2017

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

1A.

 

ELECTION OF DIRECTOR: MICHAEL COLA

 

Management

 

For

 

For

 

1B.

 

ELECTION OF DIRECTOR: JEFFREY M. JONAS

 

Management

 

For

 

For

 

2.

 

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

 

Management

 

For

 

For

 

3.

 

APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS.

 

Management

 

For

 

For

 

 

SAREPTA THERAPEUTICS INC.

 

Security

803607100

Meeting Type

Annual

Ticker Symbol

SRPT

Meeting Date

06-Jun-2017

Record Date

11-Apr-2017

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

1.1

 

ELECTION OF GROUP II DIRECTOR: RICHARD J. BARRY

 

Management

 

For

 

For

 

1.2

 

ELECTION OF GROUP II DIRECTOR: M. KATHLEEN BEHRENS, PH.D.

 

Management

 

For

 

For

 

1.3

 

ELECTION OF GROUP II DIRECTOR: CLAUDE NICAISE, M.D.

 

Management

 

For

 

For

 

2.

 

ADVISORY VOTE TO APPROVE, ON A NON-BINDING BASIS, NAMED EXECUTIVE OFFICER COMPENSATION

 

Management

 

For

 

For

 

3.

 

ADVISORY VOTE ON WHETHER AN ADVISORY VOTE ON EXECUTIVE COMPENSATION SHOULD BE HELD EVERY ONE, TWO OR THREE YEARS

 

Management

 

1 Year

 

For

 

4.

 

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

 

Management

 

For

 

For

 

 


 

SHIRE PLC

 

Security

82481R106

Meeting Type

Annual

Ticker Symbol

SHPG

Meeting Date

25-Apr-2017

Record Date

23-Mar-2017

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

1.

 

TO RECEIVE THE COMPANY’S ANNUAL REPORT AND ACCOUNTS FOR THE YEAR ENDED DECEMBER 31, 2016.

 

Management

 

For

 

For

 

2.

 

TO APPROVE THE DIRECTORS’ REMUNERATION REPORT, EXCLUDING THE DIRECTORS’ REMUNERATION POLICY, SET OUT ON PAGES 82 TO 114 OF THE ANNUAL REPORT AND ACCOUNTS FOR THE YEAR ENDED DECEMBER 31, 2016.

 

Management

 

For

 

For

 

3.

 

TO RE-ELECT DOMINIC BLAKEMORE AS A DIRECTOR.

 

Management

 

For

 

For

 

4.

 

TO RE-ELECT OLIVIER BOHUON AS A DIRECTOR.

 

Management

 

For

 

For

 

5.

 

TO RE-ELECT WILLIAM BURNS AS A DIRECTOR.

 

Management

 

For

 

For

 

6.

 

TO ELECT IAN CLARK AS A DIRECTOR.

 

Management

 

For

 

For

 

7.

 

TO ELECT GAIL FOSLER AS A DIRECTOR.

 

Management

 

For

 

For

 

8.

 

TO RE-ELECT DR. STEVEN GILLIS AS A DIRECTOR.

 

Management

 

For

 

For

 

9.

 

TO RE-ELECT DR. DAVID GINSBURG AS A DIRECTOR.

 

Management

 

For

 

For

 

10.

 

TO RE-ELECT SUSAN KILSBY AS A DIRECTOR.

 

Management

 

For

 

For

 

11.

 

TO RE-ELECT SARA MATHEW AS A DIRECTOR.

 

Management

 

For

 

For

 

12.

 

TO RE-ELECT ANNE MINTO AS A DIRECTOR.

 

Management

 

For

 

For

 

13.

 

TO RE-ELECT DR. FLEMMING ORNSKOV AS A DIRECTOR.

 

Management

 

For

 

For

 

14.

 

TO RE-ELECT JEFFREY POULTON AS A DIRECTOR.

 

Management

 

For

 

For

 

15.

 

TO ELECT ALBERT STROUCKEN AS A DIRECTOR.

 

Management

 

For

 

For

 

16.

 

TO RE-APPOINT DELOITTE LLP AS THE COMPANY’S AUDITOR UNTIL THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF THE COMPANY.

 

Management

 

For

 

For

 

17.

 

TO AUTHORIZE THE AUDIT, COMPLIANCE & RISK COMMITTEE TO DETERMINE THE REMUNERATION OF THE AUDITOR.

 

Management

 

For

 

For

 

18.

 

THAT THE AUTHORITY TO ALLOT RELEVANT SECURITIES (AS DEFINED IN THE COMPANY’S ARTICLES OF ASSOCIATION (THE “ARTICLES”)) CONFERRED ON THE DIRECTORS BY ARTICLE 10 PARAGRAPH (B) OF THE ARTICLES BE RENEWED AND FOR THIS PURPOSE THE AUTHORISED ALLOTMENT AMOUNT SHALL BE: (A)  15,104,181.75 OF RELEVANT SECURITIES AND (B) SOLELY IN CONNECTION WITH AN ALLOTMENT PURSUANT TO AN OFFER BY WAY OF A RIGHTS ISSUE (AS DEFINED IN THE ARTICLES, BUT ONLY IF AND TO THE EXTENT THAT SUCH OFFER IS ... (DUE TO SPACE LIMITS, SEE PROXY MATERIAL FOR FULL PROPOSAL)

 

Management

 

For

 

For

 

19.

 

THAT, SUBJECT TO THE PASSING OF RESOLUTION 18, THE AUTHORITY TO ALLOT EQUITY SECURITIES (AS DEFINED IN THE COMPANY’S ARTICLES OF ASSOCIATION (THE “ARTICLES”)) WHOLLY FOR CASH CONFERRED ON THE DIRECTORS BY ARTICLE 10 PARAGRAPH (D) OF THE ARTICLES BE RENEWED AND FOR THIS PURPOSE THE NON PRE-EMPTIVE AMOUNT (AS DEFINED IN THE ARTICLES) SHALL BE 2,265,627.25 AND THE ALLOTMENT PERIOD SHALL BE THE PERIOD COMMENCING ON APRIL 25, 2017, AND ENDING ON THE EARLIER OF THE CLOSE OF ... (DUE TO SPACE LIMITS, SEE PROXY MATERIAL FOR FULL PROPOSAL)

 

Management

 

For

 

For

 

20.

 

THAT, SUBJECT TO THE PASSING OF RESOLUTIONS 18 AND 19 AND FOR THE PURPOSE OF THE AUTHORITY TO ALLOT EQUITY SECURITIES (AS DEFINED IN THE COMPANY’S ARTICLES OF ASSOCIATION (THE “ARTICLES”)) WHOLLY FOR CASH CONFERRED ON THE DIRECTORS BY ARTICLE 10 PARAGRAPH (D) OF THE ARTICLES AND RENEWED BY RESOLUTION 19, THE NON PRE- EMPTIVE AMOUNT (AS DEFINED IN THE ARTICLES) SHALL BE INCREASED FROM 2,265,627.25 TO 4,531,254.50 AND THE ALLOTMENT PERIOD SHALL BE THE PERIOD COMMENCING ON ... (DUE TO SPACE LIMITS, SEE PROXY MATERIAL FOR FULL PROPOSAL)

 

Management

 

For

 

For

 

21.

 

THAT THE COMPANY BE AND IS HEREBY GENERALLY AND UNCONDITIONALLY AUTHORIZED: (A) PURSUANT TO ARTICLE 57 OF THE COMPANIES (JERSEY) LAW 1991 TO MAKE MARKET PURCHASES OF ORDINARY SHARES IN THE CAPITAL OF THE COMPANY, PROVIDED THAT: (1) THE MAXIMUM NUMBER OF ORDINARY SHARES HEREBY AUTHORIZED TO BE PURCHASED IS 90,625,090, (2) THE MINIMUM PRICE, EXCLUSIVE OF ANY EXPENSES, WHICH MAY BE PAID FOR AN ORDINARY SHARE IS FIVE PENCE, (3) THE MAXIMUM PRICE, EXCLUSIVE OF ANY EXPENSES, WHICH MAY BE PAID ... (DUE TO SPACE LIMITS, SEE PROXY MATERIAL FOR FULL PROPOSAL)

 

Management

 

For

 

For

 

22.

 

THAT, WITH EFFECT FROM THE CONCLUSION OF THE ANNUAL GENERAL MEETING, THE COMPANY’S ARTICLES OF ASSOCIATION BE AMENDED AND THOSE ARTICLES PRODUCED TO THE MEETING AND INITIALED BY THE CHAIRMAN BE ADOPTED AS THE COMPANY’S ARTICLES OF ASSOCIATION, IN SUBSTITUTION FOR, AND TO THE EXCLUSION OF, THE EXISTING ARTICLES OF ASSOCIATION OF THE COMPANY.

 

Management

 

For

 

For

 

23.

 

TO APPROVE THAT A GENERAL MEETING OF THE COMPANY, OTHER THAN AN ANNUAL GENERAL MEETING, MAY BE CALLED ON NOT LESS THAN 14 CLEAR DAYS’ NOTICE.

 

Management

 

For

 

For

 

 


 

SPARK THERAPEUTICS, INC.

 

Security

84652J103

Meeting Type

Annual

Ticker Symbol

ONCE

Meeting Date

31-May-2017

Record Date

11-Apr-2017

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

STEVEN M. ALTSCHULER MD

 

 

 

For

 

For

 

 

 

2

LARS G. EKMAN, M.D. PHD

 

 

 

For

 

For

 

 

 

3

KATHERINE A. HIGH, M.D.

 

 

 

For

 

For

 

2.

 

TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION PAID TO THE COMPANY’S NAMED EXECUTIVE OFFICERS.

 

Management

 

For

 

For

 

3.

 

TO RECOMMEND, ON AN ADVISORY BASIS, THE FREQUENCY OF FUTURE STOCKHOLDER ADVISORY VOTES ON THE COMPENSATION PAID TO THE COMPANY’S NAMED EXECUTIVE OFFICERS.

 

Management

 

1 Year

 

For

 

4.

 

TO RATIFY 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

 

 

TETRAPHASE PHARMACEUTICALS, INC.

 

Security

88165N105

Meeting Type

Annual

Ticker Symbol

TTPH

Meeting Date

31-May-2017

Record Date

05-Apr-2017

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

L PATRICK GAGE

 

 

 

For

 

For

 

 

 

2

NANCY WYSENSKI

 

 

 

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.

 

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

 

Management

 

For

 

For

 

 

ULTRAGENYX PHARMACEUTICAL INC.

 

Security

90400D108

Meeting Type

Annual

Ticker Symbol

RARE

Meeting Date

22-Jun-2017

Record Date

24-Apr-2017

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

1A.

 

ELECTION OF DIRECTOR: EMIL D. KAKKIS, M.D., PH.D.

 

Management

 

For

 

For

 

1B.

 

ELECTION OF DIRECTOR: DANIEL G. WELCH

 

Management

 

For

 

For

 

2.

 

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

 

Management

 

For

 

For

 

3.

 

ADVISORY (NON-BINDING) VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

 

Management

 

For

 

For

 

 


 

VENITI, INC.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

24-Aug-2016

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

1.

 

SERIES D PREFERRED STOCK FINANCING

 

Management

 

For

 

For

 

2.

 

AUTHORIZATION OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

 

Management

 

For

 

For

 

3.

 

WAIVER OF PREEMPTIVE RIGHTS AND NOTICE

 

Management

 

For

 

For

 

4.

 

ADOPTION OF THE MERGER DOCUMENTS

 

Management

 

For

 

For

 

5.

 

ADOPTION OF FORMS OF STOCK OPTION AGREEMENT

 

Management

 

For

 

For

 

6.

 

WAIVER OF APPRAISAL AND DISSENTERS’ RIGHTS

 

Management

 

For

 

For

 

7.

 

WAIVER OF NOTICE

 

Management

 

For

 

For

 

8.

 

TERMINATION OF CERTAIN AGREEMENTS

 

Management

 

For

 

For

 

9.

 

APPOINTMENT OF STOCKHODLER REPRESENTATIVE COMMITTEE

 

Management

 

For

 

For

 

10.

 

OMNIBUS RESOLUTIONS

 

Management

 

For

 

For

 

 

VENITI, INC.

 

 

 

 

 

 

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

25-Apr-2017

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

1.

 

INCREASE IN 2010 EQUITY INCENTIVE PLAN

 

Management

 

For

 

For

 

 

VERONA PHARMA PLC

 

Security

GB00B6GSH43

Meeting Type

Annual General Meeting

Ticker Symbol

VRNA

Meeting Date

12-Apr-2017

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

1

 

TO RECEIVE AND ADOPT THE REPORT OF THE DIRECTORS AND THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2016

 

Management

 

For

 

For

 

2

 

TO RE-ELECT SVEN JAN-ANDERS KARISSON AS A DIRECTOR OF THE COMPANY

 

Management

 

For

 

For

 

3

 

TO RE-ELECT RISHI GUPTA AS A DIRECTOR OF THE COMPANY

 

Management

 

For

 

For

 

4

 

TO RE-ELECT MAHENDRA SHAH AS A DIRECTOR OF THE COMPANY

 

Management

 

For

 

For

 

5

 

TO RE-ELECT ANDREW SINCLAIR AS A DIRECTOR OF THE COMPANY

 

Management

 

For

 

For

 

6

 

TO RE-ELECT VIKAS SINHA AS A DIRECTOR OF THE COMPANY

 

Management

 

For

 

For

 

7

 

TO APPOINT PRICEWATERHOUSECOOPERS LLP AS AUDITORS

 

Management

 

For

 

For

 

8

 

TO APPROVE THE COMPANY’S NEW INCENTIVE PLAN

 

Management

 

For

 

For

 

9

 

TO APPROVE AND RATIFY THE COMPANY’S OLD INCENTIVE PLANS

 

Management

 

For

 

For

 

10

 

TO AUTHORIZE THE DIRECTORS TO ALLOT RELEVANT SECURITIES PURSUANT TO SECTION 551 OF THE COMPANIES ACT 2006

 

Management

 

For

 

For

 

11

 

TO AUTHORIZE THE DIRECTORS TO ALLOT EQUITY SECURITIES PURSUANT TO SECTION 570 OF THE COMPANIES ACT 2006

 

Management

 

For

 

For

 

 

VERONA PHARMA PLC, CARDIFF

 

Security

GB00B6GSH43

Meeting Type

Ordinary General Meeting

Ticker Symbol

VRNA

Meeting Date

08-Feb-2017

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

1

 

TO APPROVE THE PROPOSED CONSOLIDATION OF EVERY 50 ORDINARY SHARES OF GBP 0.001 EACH INTO ONE ORDINARY SHARE OF GBP 0.05 EACH AS SET OUT IN THE NOTICE OF THE GENERAL MEETING DATED 18TH JANUARY 2017

 

Management

 

For

 

For

 

2

 

TO AUTHORISE THE DIRECTORS TO ALLOT SHARES OR TO GRANT RIGHTS TO SUBSCRIBE FOR, OR TO CONVERT ANY SECURITY INTO, SHARES PURSUANT TO SECTION 551 OF THE COMPANIES ACT 2006 IN RELATION TO THE POTENTIAL PUBLIC OFFERING OF AMERICAN DEPOSITARY SHARES AND THE POTENTIAL CONCURRENT PRIVATE PLACEMENT AS SET OUT IN THE NOTICE OF THE GENERAL MEETING DATED 18TH JANUARY 2017

 

Management

 

For

 

For

 

3

 

TO AUTHORISE THE DIRECTORS TO ALLOT EQUITY SECURITIES PURSUANT TO SECTION 570 OF THE COMPANIES ACT 2006 RESTRICTED TO THE ALLOTMENT OF THE ORDINARY SHARES AUTHORISED FOR ALLOTMENT IN RESOLUTION 2 AS SET OUT IN THE NOTICE OF THE GENERAL MEETING DATED 18TH JANUARY 2017

 

Management

 

For

 

For

 

4

 

TO ADOPT THE NEW ARTICLES OF ASSOCIATION OF THE COMPANY IN SUBSTITUTION FOR AND TO THE ENTIRE EXCLUSION OF THE EXISTING ARTICLES OF ASSOCIATION

 

Management

 

For

 

For

 

 


 

VERTEX PHARMACEUTICALS INCORPORATED

 

Security

92532F100

Meeting Type

Annual

Ticker Symbol

VRTX

Meeting Date

08-Jun-2017

Record Date

12-Apr-2017

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

ALAN GARBER

 

 

 

For

 

For

 

 

 

2

MARGARET G. MCGLYNN

 

 

 

For

 

For

 

 

 

3

WILLIAM D. YOUNG

 

 

 

For

 

For

 

2.

 

AMENDMENTS TO OUR CHARTER AND BY-LAWS TO PROVIDE FOR THE DECLASSIFICATION OF OUR BOARD OF DIRECTORS.

 

Management

 

For

 

For

 

3.

 

AMENDMENT AND RESTATEMENT OF OUR 2013 STOCK AND OPTION PLAN, TO AMONG OTHER THINGS, INCREASE THE NUMBER OF SHARES AVAILABLE UNDER THE PLAN BY 6.75 MILLION SHARES.

 

Management

 

For

 

For

 

4.

 

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

 

Management

 

For

 

For

 

5.

 

ADVISORY VOTE ON OUR NAMED EXECUTIVE OFFICER COMPENSATION.

 

Management

 

For

 

For

 

6.

 

ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION PROGRAM.

 

Management

 

1 Year

 

For

 

7.

 

SHAREHOLDER PROPOSAL, IF PROPERLY PRESENTED AT THE MEETING, REQUESTING THAT WE TAKE STEPS NECESSARY TO ELIMINATE SUPERMAJORITY PROVISIONS FROM OUR CHARTER AND BY-LAWS.

 

Shareholder

 

Against

 

For

 

8.

 

SHAREHOLDER PROPOSAL, IF PROPERLY PRESENTED AT THE MEETING, REQUESTING THAT WE PREPARE A REPORT ON OUR POLICIES AND ACTIVITIES WITH RESPECT TO LOBBYING.

 

Shareholder

 

Against

 

For

 

 

XENCOR INC

 

Security

98401F105

Meeting Type

Annual

Ticker Symbol

XNCR

Meeting Date

22-Jun-2017

Record Date

27-Apr-2017

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

DR. BASSIL I. DAHIYAT

 

 

 

For

 

For

 

 

 

2

DR. KEVIN C. GORMAN

 

 

 

For

 

For

 

 

 

3

DR. A. BRUCE MONTGOMERY

 

 

 

For

 

For

 

 

 

4

KURT GUSTAFSON

 

 

 

For

 

For

 

 

 

5

YUJIRO S. HATA

 

 

 

For

 

For

 

2.

 

PROPOSAL TO RATIFY RSM US LLP AS THE INDEPENDENT PUBLIC ACCOUNTING FIRM FOR 2017.

 

Management

 

For

 

For

 

3.

 

PROPOSAL TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE PROXY MATERIALS.

 

Management

 

For

 

For

 

4.

 

TO APPROVE, ON AN ADVISORY BASIS, THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION.

 

Management

 

1 Year

 

For

 

 


 

XENON PHARMACEUTICALS INC

 

Security

98420N105

Meeting Type

Annual

Ticker Symbol

XENE

Meeting Date

01-Jun-2017

Record Date

04-Apr-2017

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

MICHAEL TARNOW

 

 

 

For

 

For

 

 

 

2

MOHAMMAD AZAB

 

 

 

For

 

For

 

 

 

3

STEVEN GANNON

 

 

 

For

 

For

 

 

 

4

MICHAEL HAYDEN

 

 

 

For

 

For

 

 

 

5

FRANK HOLLER

 

 

 

For

 

For

 

 

 

6

GARY PATOU

 

 

 

For

 

For

 

 

 

7

SIMON PIMSTONE

 

 

 

For

 

For

 

 

 

8

RICHARD SCHELLER

 

 

 

For

 

For

 

 

 

9

DAWN SVORONOS

 

 

 

For

 

For

 

2.

 

APPOINTMENT OF KPMG LLP AS AUDITORS

 

Management

 

For

 

For

 

3.

 

AUTHORIZING THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF THE CORPORATION TO FIX THE REMUNERATION TO BE PAID TO THE AUDITOR

 

Management

 

For

 

For

 

 

ZAFGEN, INC.

 

Security

98885E103

Meeting Type

Annual

Ticker Symbol

ZFGN

Meeting Date

21-Jun-2017

Record Date

24-Apr-2017

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Mgmt

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

THOMAS E. HUGHES, PH.D.

 

 

 

For

 

For

 

 

 

2

JOHN L. LAMATTINA, PH.D

 

 

 

For

 

For

 

 

 

3

FRANK E. THOMAS

 

 

 

For

 

For

 

2.

 

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

 

Management

 

For

 

For

 

 


 

SIGNATURES

 

Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

(Registrant)

 

Tekla Life Sciences Investors

 

 

 

 

By (Signature and Title)*

 

 

 

 

 

 

/s/ Daniel R. Omstead

 

 

(Daniel R. Omstead, President)

 

 

 

 

Date

 

8/30/17

 

 

*Print the name and title of each signing officer under his or her signature.

 

2