UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-PX ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY INVESTMENT COMPANY ACT FILE NUMBER: 811-1976 NAME OF REGISTRANT: Sequoia Fund, Inc. ADDRESS OF PRINCIPAL EXECUTIVE OFFICES: 9 West 57th Street, Suite 5000 New York, NY 10019 NAME AND ADDRESS OF AGENT FOR SERVICE: John B Harris Ruane, Cunniff & Goldfarb L.P. 9 West 57th Street, Suite 5000 New York, NY 10019 REGISTRANT'S TELEPHONE NUMBER: 800-686-6884 DATE OF FISCAL YEAR END: 12/31 DATE OF REPORTING PERIOD: 07/01/2022 - 06/30/2023 Sequoia Fund -------------------------------------------------------------------------------------------------------------------------- ALPHABET INC. Agenda Number: 935830946 -------------------------------------------------------------------------------------------------------------------------- Security: 02079K305 Meeting Type: Annual Meeting Date: 02-Jun-2023 Ticker: GOOGL ISIN: US02079K3059 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Larry Page Mgmt For For 1b. Election of Director: Sergey Brin Mgmt For For 1c. Election of Director: Sundar Pichai Mgmt For For 1d. Election of Director: John L. Hennessy Mgmt For For 1e. Election of Director: Frances H. Arnold Mgmt For For 1f. Election of Director: R. Martin "Marty" Mgmt For For Chávez 1g. Election of Director: L. John Doerr Mgmt For For 1h. Election of Director: Roger W. Ferguson Jr. Mgmt For For 1i. Election of Director: Ann Mather Mgmt For For 1j. Election of Director: K. Ram Shriram Mgmt For For 1k. Election of Director: Robin L. Washington Mgmt For For 2. Ratification of the appointment of Ernst & Mgmt For For Young LLP as Alphabet's independent registered public accounting firm for the fiscal year ending December 31, 2023 3. Approval of amendment and restatement of Mgmt For For Alphabet's Amended and Restated 2021 Stock Plan to increase the share reserve by 170,000,000 (post stock split) shares of Class C capital stock 4. Advisory vote to approve compensation Mgmt For For awarded to named executive officers 5. Advisory vote on the frequency of advisory Mgmt 3 Years For votes to approve compensation awarded to named executive officers 6. Stockholder proposal regarding a lobbying Shr Against For report 7. Stockholder proposal regarding a congruency Shr Against For report 8. Stockholder proposal regarding a climate Shr Against For lobbying report 9. Stockholder proposal regarding a report on Shr Against For reproductive rights and data privacy 10. Stockholder proposal regarding a human Shr Against For rights assessment of data center siting 11. Stockholder proposal regarding a human Shr Against For rights assessment of targeted ad policies and practices 12. Stockholder proposal regarding algorithm Shr Against For disclosures 13. Stockholder proposal regarding a report on Shr Against For alignment of YouTube policies with legislation 14. Stockholder proposal regarding a content Shr Against For governance report 15. Stockholder proposal regarding a Shr Against For performance review of the Audit and Compliance Committee 16. Stockholder proposal regarding bylaws Shr Against For amendment 17. Stockholder proposal regarding "executives Shr For Against to retain significant stock" 18. Stockholder proposal regarding equal Shr For Against shareholder voting -------------------------------------------------------------------------------------------------------------------------- BANK OF AMERICA CORPORATION Agenda Number: 935779782 -------------------------------------------------------------------------------------------------------------------------- Security: 060505104 Meeting Type: Annual Meeting Date: 25-Apr-2023 Ticker: BAC ISIN: US0605051046 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Sharon L. Allen Mgmt For For 1b. Election of Director: José (Joe) E. Almeida Mgmt For For 1c. Election of Director: Frank P. Bramble, Sr. Mgmt For For 1d. Election of Director: Pierre J. P. de Weck Mgmt For For 1e. Election of Director: Arnold W. Donald Mgmt For For 1f. Election of Director: Linda P. Hudson Mgmt For For 1g. Election of Director: Monica C. Lozano Mgmt For For 1h. Election of Director: Brian T. Moynihan Mgmt For For 1i. Election of Director: Lionel L. Nowell III Mgmt For For 1j. Election of Director: Denise L. Ramos Mgmt For For 1k. Election of Director: Clayton S. Rose Mgmt For For 1l. Election of Director: Michael D. White Mgmt For For 1m. Election of Director: Thomas D. Woods Mgmt For For 1n. Election of Director: Maria T. Zuber Mgmt For For 2. Approving our executive compensation (an Mgmt For For advisory, non-binding "Say on Pay" resolution) 3. A vote on the frequency of future "Say on Mgmt 1 Year For Pay" resolutions (an advisory, non-binding "Say on Frequency" resolution) 4. Ratifying the appointment of our Mgmt For For independent registered public accounting firm for 2023 5. Amending and restating the Bank of America Mgmt For For Corporation Equity Plan 6. Shareholder proposal requesting an Shr Against For independent board chair 7. Shareholder proposal requesting shareholder Shr Against For ratification of termination pay 8. Shareholder proposal requesting greenhouse Shr Against For gas reduction targets 9. Shareholder proposal requesting report on Shr Against For transition planning 10. Shareholder proposal requesting adoption of Shr Against For policy to cease financing new fossil fuel supplies 11. Shareholder proposal requesting a racial Shr Against For equity audit -------------------------------------------------------------------------------------------------------------------------- BERKSHIRE HATHAWAY INC. Agenda Number: 935785418 -------------------------------------------------------------------------------------------------------------------------- Security: 084670702 Meeting Type: Annual Meeting Date: 06-May-2023 Ticker: BRKB ISIN: US0846707026 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Warren E. Buffett Mgmt For For Charles T. Munger Mgmt For For Gregory E. Abel Mgmt For For Howard G. Buffett Mgmt For For Susan A. Buffett Mgmt For For Stephen B. Burke Mgmt For For Kenneth I. Chenault Mgmt For For Christopher C. Davis Mgmt For For Susan L. Decker Mgmt For For Charlotte Guyman Mgmt For For Ajit Jain Mgmt For For Thomas S. Murphy, Jr. Mgmt For For Ronald L. Olson Mgmt For For Wallace R. Weitz Mgmt For For Meryl B. Witmer Mgmt For For 2. Non-binding resolution to approve the Mgmt For For compensation of the Company's Named Executive Officers, as described in the 2023 Proxy Statement. 3. Non-binding resolution to determine the Mgmt 3 Years For frequency (whether annual, biennial or triennial) with which shareholders of the Company shall be entitled to have an advisory vote on executive compensation. 4. Shareholder proposal regarding how the Shr Against For Company manages physical and transitional climate related risks and opportunities. 5. Shareholder proposal regarding how climate Shr Against For related risks are being governed by the Company. 6. Shareholder proposal regarding how the Shr Against For Company intends to measure, disclose and reduce GHG emissions associated with its underwriting, insuring and investment activities. 7. Shareholder proposal regarding the Shr Against For reporting on the effectiveness of the Corporation's diversity, equity and inclusion efforts. 8. Shareholder proposal regarding the adoption Shr Against For of a policy requiring that two separate people hold the offices of the Chairman and the CEO. 9. Shareholder proposal requesting that the Shr Against For Company avoid supporting or taking a public policy position on controversial social and political issues. -------------------------------------------------------------------------------------------------------------------------- CAPITAL ONE FINANCIAL CORPORATION Agenda Number: 935786155 -------------------------------------------------------------------------------------------------------------------------- Security: 14040H105 Meeting Type: Annual Meeting Date: 04-May-2023 Ticker: COF ISIN: US14040H1059 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Richard D. Fairbank Mgmt For For 1b. Election of Director: Ime Archibong Mgmt For For 1c. Election of Director: Christine Detrick Mgmt For For 1d. Election of Director: Ann Fritz Hackett Mgmt For For 1e. Election of Director: Peter Thomas Killalea Mgmt For For 1f. Election of Director: Cornelis "Eli" Mgmt For For Leenaars 1g. Election of Director: François Locoh-Donou Mgmt For For 1h. Election of Director: Peter E. Raskind Mgmt For For 1i Election of Director: Eileen Serra Mgmt For For 1j. Election of Director: Mayo A. Shattuck III Mgmt For For 1k. Election of Director: Bradford H. Warner Mgmt For For 1l. Election of Director: Craig Anthony Mgmt For For Williams 2. Approval of amendments to Capital One Mgmt For For Financial Corporation's Restated Certificate of Incorporation to remove remaining supermajority voting requirements and references to Signet Banking Corporation. 3. Advisory vote on frequency of holding an Mgmt 1 Year For advisory vote to approve our Named Executive Officer compensation ("Say When On Pay"). 4. Advisory vote on our Named Executive Mgmt For For Officer compensation ("Say on Pay"). 5. Approval and adoption of the Capital One Mgmt For For Financial Corporation Seventh Amended and Restated 2004 Stock Incentive Plan. 6. Ratification of the selection of Ernst & Mgmt For For Young LLP as independent registered public accounting firm of Capital One for 2023. 7. Stockholder proposal requesting a simple Shr Against For majority vote. 8. Stockholder proposal requesting a report on Shr Against For Board oversight of risks related to discrimination. 9. Stockholder proposal requesting a Board Shr Against For skills and diversity matrix. -------------------------------------------------------------------------------------------------------------------------- CARMAX, INC. Agenda Number: 935847535 -------------------------------------------------------------------------------------------------------------------------- Security: 143130102 Meeting Type: Annual Meeting Date: 27-Jun-2023 Ticker: KMX ISIN: US1431301027 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director for a one year term Mgmt For For expiring at the 2024 Annual Shareholders Meeting: Peter J. Bensen 1b. Election of Director for a one year term Mgmt For For expiring at the 2024 Annual Shareholders Meeting: Ronald E. Blaylock 1c. Election of Director for a one year term Mgmt For For expiring at the 2024 Annual Shareholders Meeting: Sona Chawla 1d. Election of Director for a one year term Mgmt For For expiring at the 2024 Annual Shareholders Meeting: Thomas J. Folliard 1e. Election of Director for a one year term Mgmt For For expiring at the 2024 Annual Shareholders Meeting: Shira Goodman 1f. Election of Director for a one year term Mgmt For For expiring at the 2024 Annual Shareholders Meeting: David W. McCreight 1g. Election of Director for a one year term Mgmt For For expiring at the 2024 Annual Shareholders Meeting: William D. Nash 1h. Election of Director for a one year term Mgmt For For expiring at the 2024 Annual Shareholders Meeting: Mark F. O'Neil 1i. Election of Director for a one year term Mgmt For For expiring at the 2024 Annual Shareholders Meeting: Pietro Satriano 1j. Election of Director for a one year term Mgmt For For expiring at the 2024 Annual Shareholders Meeting: Marcella Shinder 1k. Election of Director for a one year term Mgmt For For expiring at the 2024 Annual Shareholders Meeting: Mitchell D. Steenrod 2. To ratify the appointment of KPMG LLP as Mgmt For For independent registered public accounting firm. 3. To approve, in an advisory (non-binding) Mgmt For For vote, the compensation of our named executive officers. 4. To determine, in an advisory (non-binding) Mgmt 1 Year For vote, whether a shareholder vote to approve the compensation of our named executive officers should occur every one, two, or three years. 5. To approve the Carmax, Inc. 2002 Stock Mgmt For For Incentive Plan, as amended and restated. -------------------------------------------------------------------------------------------------------------------------- CONSTELLATION SOFTWARE INC Agenda Number: 716898549 -------------------------------------------------------------------------------------------------------------------------- Security: 21037X100 Meeting Type: AGM Meeting Date: 08-May-2023 Ticker: ISIN: CA21037X1006 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED Non-Voting TO VOTE 'IN FAVOR' OR 'AGAINST' ONLY FOR RESOLUTION 3 AND 'IN FAVOR' OR 'ABSTAIN' ONLY FOR RESOLUTION NUMBERS 1.1 TO 1.13 AND 2. THANK YOU 1.1 ELECTION OF DIRECTOR: JEFF BENDER Mgmt For For 1.2 ELECTION OF DIRECTOR: JOHN BILLOWITS Mgmt For For 1.3 ELECTION OF DIRECTOR: SUSAN GAYNER Mgmt For For 1.4 ELECTION OF DIRECTOR: CLAIRE KENNEDY Mgmt For For 1.5 ELECTION OF DIRECTOR: ROBERT KITTEL Mgmt For For 1.6 ELECTION OF DIRECTOR: MARK LEONARD Mgmt For For 1.7 ELECTION OF DIRECTOR: MARK MILLER Mgmt For For 1.8 ELECTION OF DIRECTOR: LORI O'NEILL Mgmt For For 1.9 ELECTION OF DIRECTOR: DONNA PARR Mgmt For For 1.10 ELECTION OF DIRECTOR: ANDREW PASTOR Mgmt For For 1.11 ELECTION OF DIRECTOR: LAURIE SCHULTZ Mgmt For For 1.12 ELECTION OF DIRECTOR: BARRY SYMONS Mgmt For For 1.13 ELECTION OF DIRECTOR: ROBIN VAN POELJE Mgmt For For 2 RE-APPOINTMENT OF KPMG LLP, AS AUDITORS OF Mgmt For For THE CORPORATION FOR THE ENSUING YEAR AND TO AUTHORIZE THE DIRECTORS TO FIX THE REMUNERATION TO BE PAID TO THE AUDITORS 3 AN ADVISORY VOTE TO ACCEPT THE Mgmt For For CORPORATION'S APPROACH TO EXECUTIVE COMPENSATION AS MORE PARTICULARLY DESCRIBED IN THE ACCOMPANYING MANAGEMENT INFORMATION CIRCULAR -------------------------------------------------------------------------------------------------------------------------- CREDIT ACCEPTANCE CORPORATION Agenda Number: 935832522 -------------------------------------------------------------------------------------------------------------------------- Security: 225310101 Meeting Type: Annual Meeting Date: 02-Jun-2023 Ticker: CACC ISIN: US2253101016 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 Election of Director: Kenneth S. Booth Mgmt For For 1.2 Election of Director: Glenda J. Flanagan Mgmt For For 1.3 Election of Director: Vinayak R. Hegde Mgmt For For 1.4 Election of Director: Thomas N. Tryforos Mgmt For For 1.5 Election of Director: Scott J. Vassalluzzo Mgmt For For 2. Approval of an amendment to the Credit Mgmt For For Acceptance Corporation Amended and Restated Incentive Compensation Plan. 3. Advisory vote to approve named executive Mgmt For For officer compensation. 4. Advisory vote on the frequency of future Mgmt 1 Year For advisory votes to approve named executive officer compensation. 5. Ratification of the selection of Grant Mgmt For For Thornton LLP as Credit Acceptance Corporation's independent registered public accounting firm for 2023. -------------------------------------------------------------------------------------------------------------------------- ELEVANCE HEALTH, INC. Agenda Number: 935797502 -------------------------------------------------------------------------------------------------------------------------- Security: 036752103 Meeting Type: Annual Meeting Date: 10-May-2023 Ticker: ELV ISIN: US0367521038 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Gail K. Boudreaux Mgmt For For 1b. Election of Director: R. Kerry Clark Mgmt For For 1c. Election of Director: Robert L. Dixon, Jr. Mgmt For For 1d. Election of Director: Deanna D. Strable Mgmt For For 2. Advisory vote to approve the compensation Mgmt For For of our named executive officers. 3. Advisory vote on the frequency of the Mgmt 1 Year For advisory vote to approve the compensation of our named executive officers. 4. To ratify the appointment of Ernst & Young Mgmt For For LLP as the independent registered public accounting firm for 2023. 5. Shareholder proposal to allow shareholders Shr Against For owning 10% or more of our common stock to call a special meeting of shareholders. 6. Shareholder proposal requesting annual Shr Against For reporting from third parties seeking financial support. -------------------------------------------------------------------------------------------------------------------------- EUROFINS SCIENTIFIC SE Agenda Number: 716867429 -------------------------------------------------------------------------------------------------------------------------- Security: L31839134 Meeting Type: AGM Meeting Date: 27-Apr-2023 Ticker: ISIN: FR0014000MR3 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT VOTING MUST BE LODGED WITH SHAREHOLDER Non-Voting DETAILS AS PROVIDED BY YOUR CUSTODIAN BANK. IF NO SHAREHOLDER DETAILS ARE PROVIDED, YOUR INSTRUCTIONS MAY BE REJECTED. CMMT INTERMEDIARY CLIENTS ONLY - PLEASE NOTE Non-Voting THAT IF YOU ARE CLASSIFIED AS AN INTERMEDIARY CLIENT UNDER THE SHAREHOLDER RIGHTS DIRECTIVE II, YOU SHOULD BE PROVIDING THE UNDERLYING SHAREHOLDER INFORMATION AT THE VOTE INSTRUCTION LEVEL. IF YOU ARE UNSURE ON HOW TO PROVIDE THIS LEVEL OF DATA TO BROADRIDGE OUTSIDE OF PROXYEDGE, PLEASE SPEAK TO YOUR DEDICATED CLIENT SERVICE REPRESENTATIVE FOR ASSISTANCE 1 RECEIVE AND APPROVE BOARD'S REPORTS Mgmt For For 2 RECEIVE AND APPROVE DIRECTOR'S SPECIAL Mgmt For For REPORT RE: OPERATIONS CARRIED OUT UNDER THE AUTHORIZED CAPITAL ESTABLISHED 3 RECEIVE AND APPROVE AUDITOR'S REPORTS Mgmt For For 4 APPROVE CONSOLIDATED FINANCIAL STATEMENTS Mgmt For For AND STATUTORY REPORTS 5 APPROVE FINANCIAL STATEMENTS Mgmt For For 6 APPROVE ALLOCATION OF INCOME Mgmt For For 7 APPROVE DISCHARGE OF DIRECTORS Mgmt For For 8 APPROVE DISCHARGE OF AUDITORS Mgmt For For 9 APPROVE REMUNERATION REPORT Mgmt For For 10 APPROVE OTHER SECTIONS OF THE REMUNERATION Mgmt For For REPORT 11 REELECT IVO RAUH AS DIRECTOR Mgmt For For 12 REELECT FERESHTEH POUCHANTCHI AS DIRECTOR Mgmt For For 13 RENEW APPOINTMENT OF DELOITTE AUDIT AS Mgmt For For AUDITOR 14 APPROVE REMUNERATION OF DIRECTORS Mgmt For For 15 ACKNOWLEDGE INFORMATION ON REPURCHASE Mgmt For For PROGRAM 16 AUTHORIZE FILING OF REQUIRED DOCUMENTS AND Mgmt For For OTHER FORMALITIES -------------------------------------------------------------------------------------------------------------------------- INTERCONTINENTAL EXCHANGE, INC. Agenda Number: 935812621 -------------------------------------------------------------------------------------------------------------------------- Security: 45866F104 Meeting Type: Annual Meeting Date: 19-May-2023 Ticker: ICE ISIN: US45866F1049 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director for terms expiring in Mgmt For For 2024: Hon. Sharon Y. Bowen 1b. Election of Director for terms expiring in Mgmt For For 2024: Shantella E. Cooper 1c. Election of Director for terms expiring in Mgmt For For 2024: Duriya M. Farooqui 1d. Election of Director for terms expiring in Mgmt For For 2024: The Rt. Hon. the Lord Hague of Richmond 1e. Election of Director for terms expiring in Mgmt For For 2024: Mark F. Mulhern 1f. Election of Director for terms expiring in Mgmt For For 2024: Thomas E. Noonan 1g. Election of Director for terms expiring in Mgmt For For 2024: Caroline L. Silver 1h. Election of Director for terms expiring in Mgmt For For 2024: Jeffrey C. Sprecher 1i. Election of Director for terms expiring in Mgmt For For 2024: Judith A. Sprieser 1j. Election of Director for terms expiring in Mgmt For For 2024: Martha A. Tirinnanzi 2. To approve, by non-binding vote, the Mgmt For For advisory resolution on executive compensation for named executive officers. 3. To approve, by non-binding vote, the Mgmt 1 Year For advisory resolution to approve the frequency of future advisory votes on executive compensation. 4. To ratify the appointment of Ernst & Young Mgmt For For LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023. 5. A stockholder proposal regarding special Shr Against For stockholder meeting improvement, if properly presented at the Annual Meeting. -------------------------------------------------------------------------------------------------------------------------- JACOBS SOLUTIONS INC. Agenda Number: 935746872 -------------------------------------------------------------------------------------------------------------------------- Security: 46982L108 Meeting Type: Annual Meeting Date: 24-Jan-2023 Ticker: J ISIN: US46982L1089 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Steven J. Demetriou Mgmt For For 1b. Election of Director: Christopher M.T. Mgmt For For Thompson 1c. Election of Director: Priya Abani Mgmt For For 1d. Election of Director: General Vincent K. Mgmt For For Brooks 1e. Election of Director: General Ralph E. Mgmt For For Eberhart 1f. Election of Director: Manny Fernandez Mgmt For For 1g. Election of Director: Georgette D. Kiser Mgmt For For 1h. Election of Director: Barbara L. Loughran Mgmt For For 1i. Election of Director: Robert A. McNamara Mgmt For For 1j. Election of Director: Robert V. Pragada Mgmt For For 1k. Election of Director: Peter J. Robertson Mgmt For For 2. Advisory vote to approve the Company's Mgmt For For executive compensation. 3. Advisory vote on the frequency of Mgmt 1 Year For shareholder advisory votes on the Company's executive compensation. 4. To approve the amendment and restatement of Mgmt For For the Company's Stock Incentive Plan. 5. To ratify the appointment of Ernst & Young Mgmt For For LLP as the Company's independent registered public accounting firm. -------------------------------------------------------------------------------------------------------------------------- LIBERTY BROADBAND CORPORATION Agenda Number: 935833815 -------------------------------------------------------------------------------------------------------------------------- Security: 530307107 Meeting Type: Annual Meeting Date: 06-Jun-2023 Ticker: LBRDA ISIN: US5303071071 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR John C. Malone Mgmt For For Gregg L. Engles Mgmt For For John E. Welsh III Mgmt For For 2. The auditors ratification proposal, to Mgmt For For ratify the selection of KPMG LLP as our independent auditors for the fiscal year ending December 31, 2023. -------------------------------------------------------------------------------------------------------------------------- LIBERTY MEDIA CORPORATION Agenda Number: 935833877 -------------------------------------------------------------------------------------------------------------------------- Security: 531229870 Meeting Type: Annual Meeting Date: 06-Jun-2023 Ticker: FWONA ISIN: US5312298707 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Derek Chang Mgmt For For Evan D. Malone Mgmt For For Larry E. Romrell Mgmt For For 2. The auditors ratification proposal, to Mgmt For For ratify the selection of KPMG LLP as our independent auditors for the fiscal year ending December 31, 2023. -------------------------------------------------------------------------------------------------------------------------- META PLATFORMS, INC. Agenda Number: 935830960 -------------------------------------------------------------------------------------------------------------------------- Security: 30303M102 Meeting Type: Annual Meeting Date: 31-May-2023 Ticker: META ISIN: US30303M1027 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Peggy Alford Mgmt For For Marc L. Andreessen Mgmt For For Andrew W. Houston Mgmt For For Nancy Killefer Mgmt For For Robert M. Kimmitt Mgmt For For Sheryl K. Sandberg Mgmt For For Tracey T. Travis Mgmt For For Tony Xu Mgmt For For Mark Zuckerberg Mgmt For For 2. To ratify the appointment of Ernst & Young Mgmt For For LLP as Meta Platforms, Inc.'s independent registered public accounting firm for the fiscal year ending December 31, 2023. 3. A shareholder proposal regarding government Shr Against For takedown requests. 4. A shareholder proposal regarding dual class Shr Against For capital structure. 5. A shareholder proposal regarding human Shr Against For rights impact assessment of targeted advertising. 6. A shareholder proposal regarding report on Shr Against For lobbying disclosures. 7. A shareholder proposal regarding report on Shr Against For allegations of political entanglement and content management biases in India. 8. A shareholder proposal regarding report on Shr Against For framework to assess company lobbying alignment with climate goals. 9. A shareholder proposal regarding report on Shr Against For reproductive rights and data privacy. 10. A shareholder proposal regarding report on Shr Against For enforcement of Community Standards and user content. 11. A shareholder proposal regarding report on Shr Against For child safety impacts and actual harm reduction to children. 12. A shareholder proposal regarding report on Shr Against For pay calibration to externalized costs. 13. A shareholder proposal regarding Shr Against For performance review of the audit & risk oversight committee. -------------------------------------------------------------------------------------------------------------------------- MICRON TECHNOLOGY, INC. Agenda Number: 935742177 -------------------------------------------------------------------------------------------------------------------------- Security: 595112103 Meeting Type: Annual Meeting Date: 12-Jan-2023 Ticker: MU ISIN: US5951121038 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. ELECTION OF DIRECTOR: Richard M. Beyer Mgmt For For 1b. ELECTION OF DIRECTOR: Lynn A. Dugle Mgmt For For 1c. ELECTION OF DIRECTOR: Steven J. Gomo Mgmt For For 1d. ELECTION OF DIRECTOR: Linnie M. Haynesworth Mgmt For For 1e. ELECTION OF DIRECTOR: Mary Pat McCarthy Mgmt For For 1f. ELECTION OF DIRECTOR: Sanjay Mehrotra Mgmt For For 1g. ELECTION OF DIRECTOR: Robert E. Switz Mgmt For For 1h. ELECTION OF DIRECTOR: MaryAnn Wright Mgmt For For 2. PROPOSAL BY THE COMPANY TO APPROVE A Mgmt For For NON-BINDING RESOLUTION TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THE PROXY STATEMENT. 3. PROPOSAL BY THE COMPANY TO APPROVE OUR Mgmt For For AMENDED AND RESTATED 2007 EQUITY INCENTIVE PLAN TO INCREASE THE SHARES RESERVED FOR ISSUANCE THERUNDER BY 50 MILLION AS DESCRIBED IN THE PROXY STATEMENT. 4. PROPOSAL BY THE COMPANY TO RATIFY THE Mgmt For For APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE FISCAL YEAR ENDING AUGUST 31, 2023. -------------------------------------------------------------------------------------------------------------------------- NETFLIX, INC. Agenda Number: 935831126 -------------------------------------------------------------------------------------------------------------------------- Security: 64110L106 Meeting Type: Annual Meeting Date: 01-Jun-2023 Ticker: NFLX ISIN: US64110L1061 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director to hold office until Mgmt For For the 2024 Annual Meeting of Stockholders: Mathias Döpfner 1b. Election of Director to hold office until Mgmt For For the 2024 Annual Meeting of Stockholders: Reed Hastings 1c. Election of Director to hold office until Mgmt For For the 2024 Annual Meeting of Stockholders: Jay Hoag 1d. Election of Director to hold office until Mgmt For For the 2024 Annual Meeting of Stockholders: Ted Sarandos 2. Ratification of appointment of independent Mgmt For For registered public accounting firm. 3. Advisory approval of named executive Mgmt For For officer compensation. 4. Advisory vote on the frequency of future Mgmt 1 Year For advisory votes on executive compensation. 5. Stockholder proposal entitled, "Proposal 5 Shr Against For - Reform the Current Impossible Special Shareholder Meeting Requirements," if properly presented at the meeting. 6. Stockholder proposal entitled, Shr Against For "Netflix-Exclusive Board of Directors," if properly presented at the meeting. 7. Stockholder proposal requesting a report on Shr Against For the Company's 401(K) Plan, if properly presented at the meeting. 8. Stockholder proposal entitled, "Policy on Shr Against For Freedom of Association," if properly presented at the meeting. -------------------------------------------------------------------------------------------------------------------------- ROLLS-ROYCE HOLDINGS PLC Agenda Number: 716737878 -------------------------------------------------------------------------------------------------------------------------- Security: G76225104 Meeting Type: AGM Meeting Date: 11-May-2023 Ticker: ISIN: GB00B63H8491 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 TO RECEIVE THE COMPANY'S ACCOUNTS AND THE Mgmt For For REPORTS OF THE DIRECTORS AND THE AUDITOR FOR THE YEAR ENDED 31 DECEMBER 2022 2 TO APPROVE THE DIRECTORS REMUNERATION Mgmt For For REPORT FOR THE YEAR ENDED 31 DECEMBER 2022 3 TO RE-ELECT DAME ANITA FREW AS A DIRECTOR Mgmt For For OF THE COMPANY 4 TO ELECT TUFAN ERGINBILGIC AS A DIRECTOR OF Mgmt For For THE COMPANY 5 TO RE-ELECT PANOS KAKOULLIS AS A DIRECTOR Mgmt For For OF THE COMPANY 6 TO RE-ELECT PAUL ADAMS AS A DIRECTOR OF THE Mgmt For For COMPANY 7 TO RE-ELECT GEORGE CULMER AS A DIRECTOR OF Mgmt For For THE COMPANY 8 TO RE-ELECT LORD JITESH GADHIA AS A Mgmt For For DIRECTOR OF THE COMPANY 9 TO RE-ELECT BEVERLY GOULET AS A DIRECTOR OF Mgmt For For THE COMPANY 10 TO RE-ELECT NICK LUFF AS A DIRECTOR OF THE Mgmt For For COMPANY 11 TO RE-ELECT WENDY MARS AS A DIRECTOR OF THE Mgmt For For COMPANY 12 TO RE-ELECT SIR KEVIN SMITH CBE AS A Mgmt For For DIRECTOR OF THE COMPANY 13 TO RE-ELECT DAME ANGELA STRANK AS A Mgmt For For DIRECTOR OF THE COMPANY 14 TO RE-APPOINT PRICEWATERHOUSECOOPERS AS THE Mgmt For For COMPANY'S AUDITOR 15 TO AUTHORISE THE AUDIT COMMITTEE ON BEHALF Mgmt For For OF THE BOARD TO SET THE AUDITORS REMUNERATION 16 TO AUTHORISE POLITICAL DONATIONS AND Mgmt For For POLITICAL EXPENDITURE 17 TO AUTHORISE THE DIRECTORS TO ALLOT SHARES Mgmt For For 18 TO DISAPPLY PRE-EMPTION RIGHTS Mgmt For For 19 TO AUTHORISE THE COMPANY TO PURCHASE ITS Mgmt For For OWN SHARES -------------------------------------------------------------------------------------------------------------------------- SAP SE Agenda Number: 716876303 -------------------------------------------------------------------------------------------------------------------------- Security: D66992104 Meeting Type: AGM Meeting Date: 11-May-2023 Ticker: ISIN: DE0007164600 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT VOTING MUST BE LODGED WITH SHAREHOLDER Non-Voting DETAILS AS PROVIDED BY YOUR CUSTODIAN. IF NO SHAREHOLDER DETAILS ARE PROVIDED, YOUR INSTRUCTION MAY BE REJECTED. CMMT FROM 10TH FEBRUARY, BROADRIDGE WILL CODE Non-Voting ALL AGENDAS FOR GERMAN MEETINGS IN ENGLISH ONLY. IF YOU WISH TO SEE THE AGENDA IN GERMAN, THIS WILL BE MADE AVAILABLE AS A LINK UNDER THE MATERIAL URL DROPDOWN AT THE TOP OF THE BALLOT. THE GERMAN AGENDAS FOR ANY EXISTING OR PAST MEETINGS WILL REMAIN IN PLACE. FOR FURTHER INFORMATION, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE CMMT ACCORDING TO GERMAN LAW, IN CASE OF Non-Voting SPECIFIC CONFLICTS OF INTEREST IN CONNECTION WITH SPECIFIC ITEMS OF THE AGENDA FOR THE GENERAL MEETING YOU ARE NOT ENTITLED TO EXERCISE YOUR VOTING RIGHTS. FURTHER, YOUR VOTING RIGHT MIGHT BE EXCLUDED WHEN YOUR SHARE IN VOTING RIGHTS HAS REACHED CERTAIN THRESHOLDS AND YOU HAVE NOT COMPLIED WITH ANY OF YOUR MANDATORY VOTING RIGHTS NOTIFICATIONS PURSUANT TO THE GERMAN SECURITIES TRADING ACT (WPHG). FOR QUESTIONS IN THIS REGARD PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE FOR CLARIFICATION. IF YOU DO NOT HAVE ANY INDICATION REGARDING SUCH CONFLICT OF INTEREST, OR ANOTHER EXCLUSION FROM VOTING, PLEASE SUBMIT YOUR VOTE AS USUAL CMMT INFORMATION ON COUNTER PROPOSALS CAN BE Non-Voting FOUND DIRECTLY ON THE ISSUER'S WEBSITE (PLEASE REFER TO THE MATERIAL URL SECTION OF THE APPLICATION). IF YOU WISH TO ACT ON THESE ITEMS, YOU WILL NEED TO REQUEST A MEETING ATTEND AND VOTE YOUR SHARES DIRECTLY AT THE COMPANY'S MEETING. COUNTER PROPOSALS CANNOT BE REFLECTED ON THE BALLOT ON PROXYEDGE CMMT INTERMEDIARY CLIENTS ONLY - PLEASE NOTE Non-Voting THAT IF YOU ARE CLASSIFIED AS AN INTERMEDIARY CLIENT UNDER THE SHAREHOLDER RIGHTS DIRECTIVE II, YOU SHOULD BE PROVIDING THE UNDERLYING SHAREHOLDER INFORMATION AT THE VOTE INSTRUCTION LEVEL. IF YOU ARE UNSURE ON HOW TO PROVIDE THIS LEVEL OF DATA TO BROADRIDGE OUTSIDE OF PROXYEDGE, PLEASE SPEAK TO YOUR DEDICATED CLIENT SERVICE REPRESENTATIVE FOR ASSISTANCE 1 RECEIVE FINANCIAL STATEMENTS AND STATUTORY Non-Voting REPORTS FOR FISCAL YEAR 2022 2 APPROVE ALLOCATION OF INCOME AND DIVIDENDS Mgmt For For OF EUR 2.05 PER SHARE 3 APPROVE DISCHARGE OF MANAGEMENT BOARD FOR Mgmt For For FISCAL YEAR 2022 4 APPROVE DISCHARGE OF SUPERVISORY BOARD FOR Mgmt For For FISCAL YEAR 2022 5 APPROVE REMUNERATION REPORT Mgmt For For 6 AUTHORIZE SHARE REPURCHASE PROGRAM AND Mgmt For For REISSUANCE OR CANCELLATION OF REPURCHASED SHARES 7 AUTHORIZE USE OF FINANCIAL DERIVATIVES WHEN Mgmt For For REPURCHASING SHARES 8.1 ELECT JENNIFER XIN-ZHE LI TO THE Mgmt For For SUPERVISORY BOARD 8.2 ELECT QI LU TO THE SUPERVISORY BOARD Mgmt For For 8.3 ELECT PUNIT RENJEN TO THE SUPERVISORY BOARD Mgmt For For 9 APPROVE REMUNERATION POLICY FOR THE Mgmt For For MANAGEMENT BOARD 10 APPROVE REMUNERATION POLICY FOR THE Mgmt For For SUPERVISORY BOARD 11.1 APPROVE VIRTUAL-ONLY SHAREHOLDER MEETINGS Mgmt For For UNTIL 2025 11.2 AMEND ARTICLES RE: PARTICIPATION OF Mgmt For For SUPERVISORY BOARD MEMBERS IN THE VIRTUAL ANNUAL GENERAL MEETING BY MEANS OF AUDIO AND VIDEO TRANSMISSION -------------------------------------------------------------------------------------------------------------------------- TAIWAN SEMICONDUCTOR MFG. CO. LTD. Agenda Number: 935863298 -------------------------------------------------------------------------------------------------------------------------- Security: 874039100 Meeting Type: Annual Meeting Date: 06-Jun-2023 Ticker: TSM ISIN: US8740391003 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. To accept 2022 Business Report and Mgmt For For Financial Statements 2. To approve the issuance of employee Mgmt For For restricted stock awards for year 2023 3. To revise the Procedures for Endorsement Mgmt For For and Guarantee 4. In order to reflect the Audit Committee Mgmt For For name change to the Audit and Risk Committee, to revise the name of Audit Committee in the following TSMC policies: i. Procedures for Acquisition or Disposal of Assets ii. Procedures for Financial Derivatives Transactions iii. Procedures for Lending Funds to Other Parties iv. Procedures for Endorsement and Guarantee -------------------------------------------------------------------------------------------------------------------------- THE CHARLES SCHWAB CORPORATION Agenda Number: 935809523 -------------------------------------------------------------------------------------------------------------------------- Security: 808513105 Meeting Type: Annual Meeting Date: 18-May-2023 Ticker: SCHW ISIN: US8085131055 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of director: Marianne C. Brown Mgmt For For 1b. Election of director: Frank C. Herringer Mgmt For For 1c. Election of director: Gerri K. Mgmt For For Martin-Flickinger 1d. Election of director: Todd M. Ricketts Mgmt For For 1e. Election of director: Carolyn Mgmt For For Schwab-Pomerantz 2. Ratification of the selection of Deloitte & Mgmt For For Touche LLP as independent auditors 3. Advisory vote to approve named executive Mgmt For For officer compensation 4. Frequency of advisory vote on named Mgmt 1 Year For executive officer compensation 5. Stockholder Proposal requesting pay equity Shr Against For disclosure 6. Stockholder Proposal requesting company Shr Against For report on discrimination risk oversight and impact -------------------------------------------------------------------------------------------------------------------------- UNITEDHEALTH GROUP INCORPORATED Agenda Number: 935835237 -------------------------------------------------------------------------------------------------------------------------- Security: 91324P102 Meeting Type: Annual Meeting Date: 05-Jun-2023 Ticker: UNH ISIN: US91324P1021 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Timothy Flynn Mgmt For For 1b. Election of Director: Paul Garcia Mgmt For For 1c. Election of Director: Kristen Gil Mgmt For For 1d. Election of Director: Stephen Hemsley Mgmt For For 1e. Election of Director: Michele Hooper Mgmt For For 1f. Election of Director: F. William McNabb III Mgmt For For 1g. Election of Director: Valerie Montgomery Mgmt For For Rice, M.D. 1h. Election of Director: John Noseworthy, M.D. Mgmt For For 1i. Election of Director: Andrew Witty Mgmt For For 2. Advisory approval of the Company's Mgmt For For executive compensation. 3. Advisory approval of the frequency of Mgmt 1 Year For holding future say-on-pay votes. 4. Ratification of the appointment of Deloitte Mgmt For For & Touche LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2023. 5. If properly presented at the 2023 Annual Shr Against For Meeting of Shareholders, the shareholder proposal seeking a third-party racial equity audit. 6. If properly presented at the 2023 Annual Shr Against For Meeting of Shareholders, the shareholder proposal requiring a political contributions congruency report. 7. If properly presented at the 2023 Annual Shr Against For Meeting of Shareholders, the shareholder proposal seeking shareholder ratification of termination pay. -------------------------------------------------------------------------------------------------------------------------- UNIVERSAL MUSIC GROUP N.V. Agenda Number: 716871670 -------------------------------------------------------------------------------------------------------------------------- Security: N90313102 Meeting Type: AGM Meeting Date: 11-May-2023 Ticker: ISIN: NL0015000IY2 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT VOTING MUST BE LODGED WITH BENEFICIAL OWNER Non-Voting DETAILS AS PROVIDED BY YOUR CUSTODIAN BANK. IF NO BENEFICIAL OWNER DETAILS ARE PROVIDED, YOUR INSTRUCTIONS MAY BE REJECTED CMMT VOTING MUST BE LODGED WITH SHAREHOLDER Non-Voting DETAILS AS PROVIDED BY YOUR CUSTODIAN BANK. IF NO SHAREHOLDER DETAILS ARE PROVIDED, YOUR INSTRUCTIONS MAY BE REJECTED. CMMT INTERMEDIARY CLIENTS ONLY - PLEASE NOTE Non-Voting THAT IF YOU ARE CLASSIFIED AS AN INTERMEDIARY CLIENT UNDER THE SHAREHOLDER RIGHTS DIRECTIVE II, YOU SHOULD BE PROVIDING THE UNDERLYING SHAREHOLDER INFORMATION AT THE VOTE INSTRUCTION LEVEL. IF YOU ARE UNSURE ON HOW TO PROVIDE THIS LEVEL OF DATA TO BROADRIDGE OUTSIDE OF PROXYEDGE, PLEASE SPEAK TO YOUR DEDICATED CLIENT SERVICE REPRESENTATIVE FOR ASSISTANCE 1. OPENING Non-Voting 2. DISCUSSION OF THE ANNUAL REPORT 2022 Non-Voting 3. DISCUSSION OF AND ADVISORY VOTE ON THE Mgmt For For REMUNERATION REPORT 2022 (ADVISORY VOTING ITEM) 4. DISCUSSION AND ADOPTION OF THE FINANCIAL Mgmt For For STATEMENTS 2022 5.a. DISCUSSION OF THE DIVIDEND POLICY Non-Voting 5.b. ADOPTION OF THE DIVIDEND PROPOSAL Mgmt For For 6.a. DISCHARGE OF THE EXECUTIVE DIRECTORS Mgmt For For 6.b. DISCHARGE OF THE NON-EXECUTIVE DIRECTORS Mgmt For For 7.a. RE-APPOINTMENT OF SIR LUCIAN GRAINGE AS Mgmt For For EXECUTIVE DIRECTOR 7.b. APPROVAL OF A SUPPLEMENT TO THE COMPANY S Mgmt For For EXISTING EXECUTIVE DIRECTORS REMUNERATION POLICY IN RESPECT OF SIR LUCIAN GRAINGE 8.a. RE-APPOINTMENT OF SHERRY LANSING AS Mgmt For For NON-EXECUTIVE DIRECTOR 8.b. RE-APPOINTMENT OF ANNA JONES AS Mgmt For For NON-EXECUTIVE DIRECTOR 8.c. RE-APPOINTMENT OF LUC VAN OS AS Mgmt For For NON-EXECUTIVE DIRECTOR 8.d. APPOINTMENT OF HAIM SABAN AS NON-EXECUTIVE Mgmt For For DIRECTOR 9. AUTHORIZATION OF THE BOARD AS THE COMPETENT Mgmt For For BODY TO REPURCHASE OWN SHARES 10. APPOINTMENT OF THE EXTERNAL AUDITOR FOR THE Mgmt For For FINANCIAL YEARS 2023 UP TO AND INCLUDING 2025 11. ANY OTHER BUSINESS Non-Voting 12. CLOSING Non-Voting -------------------------------------------------------------------------------------------------------------------------- WAYFAIR INC Agenda Number: 935706171 -------------------------------------------------------------------------------------------------------------------------- Security: 94419L101 Meeting Type: Special Meeting Date: 13-Oct-2022 Ticker: W ISIN: US94419L1017 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. The approval of Amendment No. 1 to the Mgmt For For Company's 2014 Incentive Award Plan. * Management position unknown
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) Sequoia Fund, Inc. By (Signature) /s/ John B Harris Name John B Harris Title President and CEO Date 07/25/2023