N-PX 1 mps-friess_npx.txt ANNUAL REPORT OF PROXY VOTING ******************************* FORM N-Px REPORT ******************************* ICA File Number: 811-22525 Reporting Period: 07/01/2018 - 06/30/2019 Managed Portfolio Series UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-PX ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-22525 Managed Portfolio Series (Exact name of registrant as specified in charter) 615 East Michigan Street Milwaukee, Wisconsin 53202 (Address of principal executive offices) (Zip code) Brian R. Wiedmeyer, President Managed Portfolio Series c/o U.S. Bancorp Fund Services, LLC 777 East Wisconsin Avenue, 5th Floor Milwaukee, Wisconsin 53202 (Name and address of agent for service) Registrant's telephone number, including area code: (414) 765-6844 Date of fiscal year end: December 31, 2019 Date of reporting period: July 1, 2018 to June 30, 2019 Item 1. Proxy Voting Record. ========================= Friess Small Cap Growth Fund ========================= ADDUS HOMECARE CORPORATION Ticker: ADUS Security ID: 006739106 Meeting Date: JUN 12, 2019 Meeting Type: Annual Record Date: APR 26, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Susan T. Weaver For For Management 1.2 Elect Director Jean Rush For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency Three One Year Management Years -------------------------------------------------------------------------------- AMERICAN EAGLE OUTFITTERS, INC. Ticker: AEO Security ID: 02553E106 Meeting Date: JUN 06, 2019 Meeting Type: Annual Record Date: APR 10, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Deborah A. Henretta For For Management 1.2 Elect Director Thomas R. Ketteler For For Management 1.3 Elect Director Cary D. McMillan For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- BIO-TECHNE CORP. Ticker: TECH Security ID: 09073M104 Meeting Date: OCT 25, 2018 Meeting Type: Annual Record Date: AUG 31, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1 Fix Number of Directors at Eight For For Management 2a Elect Director Robert V. Baumgartner For For Management 2b Elect Director John L. Higgins For For Management 2c Elect Director Joseph D. Keegan For For Management 2d Elect Director Charles R. Kummeth For For Management 2e Elect Director Roeland Nusse For For Management 2f Elect Director Alpna Seth For For Management 2g Elect Director Randolph C. Steer For For Management 2h Elect Director Harold J. Wiens For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Amend Omnibus Stock Plan For For Management 5 Ratify KPMG, LLP as Auditors For For Management -------------------------------------------------------------------------------- BOOT BARN HOLDINGS, INC. Ticker: BOOT Security ID: 099406100 Meeting Date: SEP 07, 2018 Meeting Type: Annual Record Date: JUL 13, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Greg Bettinelli For For Management 1.2 Elect Director Brad J. Brutocao For For Management 1.3 Elect Director James G. Conroy For For Management 1.4 Elect Director Lisa G. Laube For For Management 1.5 Elect Director Anne MacDonald For For Management 1.6 Elect Director Brenda I. Morris For For Management 1.7 Elect Director Peter Starrett For For Management 1.8 Elect Director Brad Weston For For Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors -------------------------------------------------------------------------------- CALIX, INC. Ticker: CALX Security ID: 13100M509 Meeting Date: MAY 22, 2019 Meeting Type: Annual Record Date: MAR 25, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Christopher Bowick For For Management 1.2 Elect Director Kira Makagon For For Management 1.3 Elect Director Michael Matthews For For Management 1.4 Elect Director Carl Russo For For Management 2 Approve Omnibus Stock Plan For For Management 3 Amend Qualified Employee Stock For For Management Purchase Plan 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 5 Ratify KPMG LLP as Auditors For For Management -------------------------------------------------------------------------------- CAREDX, INC. Ticker: CDNA Security ID: 14167L103 Meeting Date: JUN 17, 2019 Meeting Type: Annual Record Date: APR 18, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Fred E. Cohen For Withhold Management 1.2 Elect Director William A. Hagstrom For Withhold Management 2 Ratify Deloitte & Touche LLP as Auditor For For Management -------------------------------------------------------------------------------- CARGURUS, INC. Ticker: CARG Security ID: 141788109 Meeting Date: MAY 07, 2019 Meeting Type: Annual Record Date: MAR 13, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Steven Conine For For Management 1.2 Elect Director Stephen Kaufer For Withhold Management 1.3 Elect Director Anastasios Parafestas For Withhold Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- CAVCO INDUSTRIES, INC. Ticker: CVCO Security ID: 149568107 Meeting Date: JUL 10, 2018 Meeting Type: Annual Record Date: MAY 25, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Steven G. Bunger For For Management 1.2 Elect Director Jack Hanna For For Management 2 Ratify RSM US LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- CERIDIAN HCM HOLDING, INC. Ticker: CDAY Security ID: 15677J108 Meeting Date: MAY 01, 2019 Meeting Type: Annual Record Date: MAR 04, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Brent B. Bickett For Withhold Management 1.2 Elect Director Ronald F. Clarke For For Management 1.3 Elect Director Ganesh B. Rao For Withhold Management 2 Approve Qualified Employee Stock For For Management Purchase Plan 3 Ratify KPMG LLP as Auditors For For Management -------------------------------------------------------------------------------- COMFORT SYSTEMS USA, INC. Ticker: FIX Security ID: 199908104 Meeting Date: MAY 21, 2019 Meeting Type: Annual Record Date: MAR 22, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Darcy G. Anderson For For Management 1.2 Elect Director Herman E. Bulls For For Management 1.3 Elect Director Alan P. Krusi For For Management 1.4 Elect Director Brian E. Lane For For Management 1.5 Elect Director Pablo G. Mercado For For Management 1.6 Elect Director Franklin Myers For For Management 1.7 Elect Director William J. Sandbrook For For Management 1.8 Elect Director James H. Schultz For For Management 1.9 Elect Director Constance E. Skidmore For For Management 1.10 Elect Director Vance W. Tang For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- CROCS, INC. Ticker: CROX Security ID: 227046109 Meeting Date: JUN 05, 2019 Meeting Type: Annual Record Date: APR 10, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ian M. Bickley For For Management 1.2 Elect Director Doreen A. Wright For For Management 1.3 Elect Director Douglas J. Treff For For Management 2 Ratify Deloitte & Touche LLP as Auditor For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- DECKERS OUTDOOR CORP. Ticker: DECK Security ID: 243537107 Meeting Date: SEP 14, 2018 Meeting Type: Annual Record Date: JUL 18, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John M. Gibbons For For Management 1.2 Elect Director Nelson C. Chan For For Management 1.3 Elect Director Cynthia (Cindy) L. Davis For For Management 1.4 Elect Director Michael F. Devine, III For For Management 1.5 Elect Director William L. McComb For For Management 1.6 Elect Director David Powers For For Management 1.7 Elect Director James Quinn For For Management 1.8 Elect Director Lauri M. Shanahan For For Management 1.9 Elect Director Brian A. Spaly For For Management 1.10 Elect Director Bonita C. Stewart For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- DINE BRANDS GLOBAL, INC. Ticker: DIN Security ID: 254423106 Meeting Date: MAY 14, 2019 Meeting Type: Annual Record Date: MAR 18, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1 Declassify the Board of Directors For For Management 2.1 Elect Director Howard M. Berk For For Management 2.2 Elect Director Daniel J. Brestle For For Management 2.3 Elect Director Caroline W. Nahas For For Management 2.4 Elect Director Gilbert T. Ray For For Management 3 Ratify Ernst & Young LLP as Auditor For For Management 4 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 5 Approve Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- EHEALTH, INC. Ticker: EHTH Security ID: 28238P109 Meeting Date: JUN 11, 2019 Meeting Type: Annual Record Date: APR 15, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Scott N. Flanders For For Management 1.2 Elect Director Michael D. Goldberg For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Amend Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- EMERGENT BIOSOLUTIONS INC. Ticker: EBS Security ID: 29089Q105 Meeting Date: MAY 23, 2019 Meeting Type: Annual Record Date: MAR 28, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Fuad El-Hibri For For Management 1b Elect Director Ronald B. Richard For For Management 1c Elect Director Kathryn C. Zoon For For Management 1d Elect Director Seamus Mulligan For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- ENPHASE ENERGY, INC. Ticker: ENPH Security ID: 29355A107 Meeting Date: MAY 15, 2019 Meeting Type: Annual Record Date: MAR 22, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Steven J. Gomo For For Management 1.2 Elect Director Thurman John Rodgers For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Deloitte & Touche LLP as For For Management Auditors -------------------------------------------------------------------------------- ESTABLISHMENT LABS HOLDINGS INC. Ticker: ESTA Security ID: G31249108 Meeting Date: JUN 03, 2019 Meeting Type: Annual Record Date: APR 09, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Juan Jose Chacon Quiros For Against Management 1b Elect Director Edward J. Schutter For Against Management 1c Elect Director Nicholas Lewin For Against Management 2 Ratify Marcum LLP as Auditors For For Management -------------------------------------------------------------------------------- EVERQUOTE, INC. Ticker: EVER Security ID: 30041R108 Meeting Date: JUN 11, 2019 Meeting Type: Annual Record Date: APR 23, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director David Blundin For Withhold Management 1.2 Elect Director Sanju Bansal For Withhold Management 1.3 Elect Director Seth Birnbaum For Withhold Management 1.4 Elect Director Paul Deninger For For Management 1.5 Elect Director John Lunny For Withhold Management 1.6 Elect Director George Neble For Withhold Management 1.7 Elect Director John Shields For Withhold Management 1.8 Elect Director Mira Wilczek For Withhold Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- EVO PAYMENTS, INC. Ticker: EVOP Security ID: 26927E104 Meeting Date: JUN 11, 2019 Meeting Type: Annual Record Date: APR 16, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John S. Garabedian For Withhold Management 1.2 Elect Director David W. Leeds For For Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors -------------------------------------------------------------------------------- GLU MOBILE INC. Ticker: GLUU Security ID: 379890106 Meeting Date: JUN 06, 2019 Meeting Type: Annual Record Date: APR 10, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Niccolo M. de Masi For For Management 1.2 Elect Director Greg Brandeau For For Management 1.3 Elect Director Gabrielle Toledano For For Management 2 Amend Omnibus Stock Plan For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- HORIZON PHARMA PLC Ticker: HZNP Security ID: G4617B105 Meeting Date: MAY 02, 2019 Meeting Type: Annual Record Date: MAR 13, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Michael Grey For For Management 1b Elect Director Jeff Himawan For For Management 2 Approve PricewaterhouseCoopers LLP as For For Management Auditors and Authorize Board to Fix Their Remuneration 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Authorize Share Repurchase up to 10 For For Management Percent of Issued Share Capital 5 Approve Increase in Authorized Share For For Management Capital 6 Authorize Issuance of Equity with For Against Management Pre-emptive Rights 7 Authorize Issuance of Equity without For Against Management Preemptive Rights 8 Adjourn Meeting For Against Management 9 Change Company Name to Horizon For For Management Therapeutics Public Limited Company 10 Amend Omnibus Stock Plan For For Management 11 Amend Non-Employee Director Omnibus For Against Management Stock Plan -------------------------------------------------------------------------------- HUB GROUP, INC. Ticker: HUBG Security ID: 443320106 Meeting Date: MAY 23, 2019 Meeting Type: Annual Record Date: MAR 28, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director David P. Yeager For For Management 1.2 Elect Director Donald G. Maltby None None Management *Withdrawn Resolution* 1.3 Elect Director Mary H. Boosalis For For Management 1.4 Elect Director James C. Kenny For For Management 1.5 Elect Director Peter B. McNitt For For Management 1.6 Elect Director Charles R. Reaves For For Management 1.7 Elect Director Martin P. Slark For For Management 1.8 Elect Director Jonathan P. Ward For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- HURON CONSULTING GROUP, INC. Ticker: HURN Security ID: 447462102 Meeting Date: MAY 03, 2019 Meeting Type: Annual Record Date: MAR 06, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John McCartney For For Management 1.2 Elect Director James H. Roth For For Management 1.3 Elect Director Ekta Singh-Bushell For For Management 2 Amend Omnibus Stock Plan For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- INTEGER HOLDINGS CORPORATION Ticker: ITGR Security ID: 45826H109 Meeting Date: MAY 22, 2019 Meeting Type: Annual Record Date: APR 01, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Pamela G. Bailey For For Management 1.2 Elect Director Joseph W. Dziedzic For For Management 1.3 Elect Director James F. Hinrichs For For Management 1.4 Elect Director Jean Hobby For For Management 1.5 Elect Director M. Craig Maxwell For For Management 1.6 Elect Director Filippo Passerini For For Management 1.7 Elect Director Bill R. Sanford For For Management 1.8 Elect Director Peter H. Soderberg For For Management 1.9 Elect Director Donald J. Spence For For Management 1.10 Elect Director William B. Summers, Jr. For For Management 2 Ratify Deloitte & Touche LLP as Auditor For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- LUMENTUM HOLDINGS, INC. Ticker: LITE Security ID: 55024U109 Meeting Date: NOV 09, 2018 Meeting Type: Annual Record Date: SEP 10, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Martin A. Kaplan For For Management 1b Elect Director Harold L. Covert For For Management 1c Elect Director Penelope A. Herscher For For Management 1d Elect Director Julia S. Johnson For For Management 1e Elect Director Brian J. Lillie For For Management 1f Elect Director Alan S. Lowe For For Management 1g Elect Director Samuel F. Thomas For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Deloitte & Touche LLP as For For Management Auditors -------------------------------------------------------------------------------- MODINE MANUFACTURING COMPANY Ticker: MOD Security ID: 607828100 Meeting Date: JUL 19, 2018 Meeting Type: Annual Record Date: MAY 25, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Suresh V. Garimella For For Management 1b Elect Director Christopher W. Patterson For For Management 1c Elect Director Christine Y. Yan For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- MONGODB, INC. Ticker: MDB Security ID: 60937P106 Meeting Date: JUL 12, 2018 Meeting Type: Annual Record Date: MAY 16, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Roelof Botha For Withhold Management 1.2 Elect Director Dev Ittycheria For Withhold Management 1.3 Elect Director John McMahon For Withhold Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- NORTHERN OIL AND GAS, INC. Ticker: NOG Security ID: 665531109 Meeting Date: MAY 23, 2019 Meeting Type: Annual Record Date: MAR 28, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Bahram Akradi For For Management 1.2 Elect Director Lisa Bromiley For For Management 1.3 Elect Director Roy "Ernie" Easley For For Management 1.4 Elect Director Michael Frantz For For Management 1.5 Elect Director Robert Grabb For For Management 1.6 Elect Director Jack King For For Management 1.7 Elect Director Joseph Lenz For For Management 1.8 Elect Director Michael Popejoy For For Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- PLANTRONICS, INC. Ticker: PLT Security ID: 727493108 Meeting Date: JUN 28, 2019 Meeting Type: Annual Record Date: MAY 03, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Robert Hagerty For For Management 1b Elect Director Marv Tseu For For Management 1c Elect Director Joe Burton For For Management 1d Elect Director Frank Baker For For Management 1e Elect Director Kathy Crusco For For Management 1f Elect Director Brian Dexheimer For For Management 1g Elect Director Gregg Hammann For For Management 1h Elect Director John Hart For For Management 1i Elect Director Guido Jouret For Against Management 1j Elect Director Marshall Mohr For For Management 1k Elect Director Daniel Moloney For For Management 2 Amend Qualified Employee Stock For For Management Purchase Plan 3 Amend Omnibus Stock Plan For Against Management 4 Ratify PricewaterhouseCoopers LLP as For For Management Auditor 5 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- PRA HEALTH SCIENCES, INC. Ticker: PRAH Security ID: 69354M108 Meeting Date: JUN 03, 2019 Meeting Type: Annual Record Date: APR 10, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jeffrey T. Barber For For Management 1.2 Elect Director Linda S. Grais For For Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- PURE STORAGE, INC. Ticker: PSTG Security ID: 74624M102 Meeting Date: JUN 20, 2019 Meeting Type: Annual Record Date: APR 25, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Charles Giancarlo For Withhold Management 1.2 Elect Director Scott Dietzen For Withhold Management 1.3 Elect Director John "Coz" Colgrove For Withhold Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors 3 Amend Qualified Employee Stock For For Management Purchase Plan 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- SHOE CARNIVAL, INC. Ticker: SCVL Security ID: 824889109 Meeting Date: JUN 13, 2019 Meeting Type: Annual Record Date: APR 12, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Clifton E. Sifford For For Management 1.2 Elect Director James A. Aschleman For Against Management 1.3 Elect Director Andrea R. Guthrie For Against Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Deloitte & Touche LLP as For For Management Auditors -------------------------------------------------------------------------------- SILICON MOTION TECHNOLOGY CORP. Ticker: SIMO Security ID: 82706C108 Meeting Date: SEP 26, 2018 Meeting Type: Annual Record Date: AUG 13, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Kuan-Ming Lin and Shii-Tyng For For Management Duann as Additional Directors 2 Elect Han-Ping D. Shieh as Director For For Management 3 Approve Appointment of Deloitte & For For Management Touche as Independent Auditor -------------------------------------------------------------------------------- SMARTSHEET INC. Ticker: SMAR Security ID: 83200N103 Meeting Date: JUN 12, 2019 Meeting Type: Annual Record Date: APR 15, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Elena C. Gomez For Withhold Management 1.2 Elect Director Mark P. Mader For Withhold Management 1.3 Elect Director Magdalena Yesil For Withhold Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- TANDEM DIABETES CARE, INC. Ticker: TNDM Security ID: 875372203 Meeting Date: JUN 18, 2019 Meeting Type: Annual Record Date: MAR 28, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Douglas A. Roeder For For Management 1.2 Elect Director John F. Sheridan For For Management 1.3 Elect Director Richard P. Valencia For For Management 2 Ratify Ernst & Young LLP as Auditor For For Management 3 Amend Omnibus Stock Plan For For Management 4 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 5 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- TELADOC HEALTH, INC. Ticker: TDOC Security ID: 87918A105 Meeting Date: MAY 30, 2019 Meeting Type: Annual Record Date: APR 05, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Helen Darling For For Management 1.2 Elect Director William H. Frist For For Management 1.3 Elect Director Michael Goldstein For For Management 1.4 Elect Director Jason Gorevic For For Management 1.5 Elect Director Brian McAndrews For For Management 1.6 Elect Director Thomas G. McKinley For For Management 1.7 Elect Director Arneek Multani For For Management 1.8 Elect Director Kenneth H. Paulus For For Management 1.9 Elect Director David Shedlarz For For Management 1.10 Elect Director David B. Snow, Jr. For For Management 1.11 Elect Director Mark Douglas Smith For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- THE SIMPLY GOOD FOODS CO. Ticker: SMPL Security ID: 82900L102 Meeting Date: JAN 23, 2019 Meeting Type: Annual Record Date: NOV 26, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Clayton C. Daley, Jr. For Withhold Management 1.2 Elect Director Nomi P. Ghez For Withhold Management 1.3 Elect Director James E. Healey For Withhold Management 2 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- THE TRADE DESK, INC. Ticker: TTD Security ID: 88339J105 Meeting Date: APR 30, 2019 Meeting Type: Annual Record Date: MAR 04, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Lise J. Buyer For For Management 1b Elect Director Kathryn E. Falberg For Withhold Management 1c Elect Director David B. Wells For Withhold Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- UPLAND SOFTWARE, INC. Ticker: UPLD Security ID: 91544A109 Meeting Date: JUN 12, 2019 Meeting Type: Annual Record Date: APR 15, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director David D. May For Withhold Management 1.2 Elect Director Joe Ross For For Management 2 Ratify Ernst & Young, LLP as Auditor For For Management -------------------------------------------------------------------------------- UPWORK INC. Ticker: UPWK Security ID: 91688F104 Meeting Date: JUN 05, 2019 Meeting Type: Annual Record Date: APR 08, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Kevin R. Harvey For Withhold Management 1.2 Elect Director Thomas H. Layton For Withhold Management 1.3 Elect Director Elizabeth Nelson For Withhold Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- VAPOTHERM, INC. Ticker: VAPO Security ID: 922107107 Meeting Date: JUN 18, 2019 Meeting Type: Annual Record Date: APR 22, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Joseph Army For Withhold Management 1.2 Elect Director James Liken For Withhold Management 1.3 Elect Director Elizabeth Weatherman For Withhold Management 2 Ratify Grant Thornton LLP as Auditors For For Management -------------------------------------------------------------------------------- VERACYTE, INC. Ticker: VCYT Security ID: 92337F107 Meeting Date: JUN 11, 2019 Meeting Type: Annual Record Date: APR 12, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Karin Eastham For For Management 1.2 Elect Director Kevin K. Gordon For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- WRIGHT MEDICAL GROUP N.V. Ticker: WMGI Security ID: N96617118 Meeting Date: JUN 28, 2019 Meeting Type: Annual Record Date: MAY 31, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Robert J. Palmisano For For Management 1b Elect Director David D. Stevens For For Management 1c Elect Director Gary D. Blackford For For Management 1d Elect Director J. Patrick Mackin For For Management 1e Elect Director John L. Miclot For For Management 1f Elect Director Kevin C. O'Boyle For For Management 1g Elect Director Amy S. Paul For For Management 1h Elect Director Richard F. Wallman For For Management 1i Elect Director Elizabeth H. Weatherman For For Management 2 Ratify KPMG LLP as Auditor For For Management 3 Ratify KPMG N.V. as Auditor For For Management 4 Adopt Financial Statements and For For Management Statutory Reports 5 Approve Discharge of Management Board For For Management 6 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 7 Authorize Board to Issue Shares For Against Management 8 Authorize Board to Exclude Preemptive For Against Management Rights from Share Issuances 9 Amend Omnibus Stock Plan For For Management 10 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation ========== END NPX REPORT 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) Managed Portfolio Series By (Signature and Title)/s/ Brian R. Wiedmeyer Brian R. Wiedmeyer, President (Principal Executive Officer) Date August 20, 2019