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: 811-23417
X-Square Balanced Fund, LLC
(Exact name of Registrant as specified in charter)
Popular Center
209 Munoz Rivera, Suite 1111
San Juan, Puerto Rico 00918
(Address of Principal Executive Offices) (Zip code)
Registrant's Telephone Number, including Area Code: +1 (787) 282-1621
Joshua B. Deringer
Faegre Drinker Biddle & Reath LLP
One Logan Square, Ste. 2000
Philadelphia, Pennsylvania 19103
(Name and Address of Agent for Service)
Date of fiscal year end: December 31
Date of reporting period: July 1, 2021 – June 30, 2022
1
Item 1 – Proxy Voting Record.
| Proxy Voting Books and Records | |||||||||
| Issuer's Name | Security's TIC | CUSIP | Shaderholder Meeting Date | Brief Identification of the Matter Voted on | Whether the matter was proposed by the Issuer or a security-holder | Whether X-Square cast a vote | How X-Square cast its vote (for the proposal, against the proposal, or abstain) | Whether X-Square cast its vote with or against management | Proxy Vote (link) |
| ALIBABA GROUP | BABA | 01609W102 | 9/7/2021 | 1. Election of Directors To serve for a three year term or until such director's successor is elected or appointed and duly qualified. 2. Ratify the appointment of PricewaterhouseCoopers as the independent registered public accounting firm of the Company for the fiscal year ending March 31, 2022. | Proposed by the Issuer | Yes | For the proposal | With management | https://materials.proxyvote.com/Approved/01609W/20210804/ADR_477395.PDF |
| COPART | CPRT | 217204 | 12/2/2021 | 1. Election of directors. 2. To approve, on an advisory (non-binding) basis, the compensation of our named executive officers for the fiscal year ended July 31, 2021 (say-on-pay vote). 3. To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending July 31, 2022. | Proposed by the Issuer | Yes | For the proposal | With management | http://www.envisionreports.com/CPRT/2021/1ED11OC21F/index.html?voting=false |
| PALO ALTO NETWORKS, INC | PANW | 697435 | 12/13/2021 | 1. Election of directors. 2. To approve, on an advisory (non-binding) basis, the compensation of our named executive officers. 3. To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending July 31, 2022. 4. To approve the 2021 Palo Alto Networks, Inc. Equity Incentive Plan. | Proposed by the Issuer | Yes | For the proposal | With management | https://materials.proxyvote.com/Approved/697435/20211018/COMBO_484300.PDF |
| COSTCO WHOLESALE CORP | COST | 22160K | 1/19/2022 | 1. Election of directors. 2. Ratification of selection of independent auditors. 3. Approval, on an advisory basis, of executive compensation. 4. Shareholder proposal regarding charitable giving reporting. 5. Shareholder proposal regarding the adoption of GHG emissions reduction targets. 6. Shareholder proposal regarding report on racial justice and food equity. | Mixed proposals (both Issuer and security-holder) | Yes | For the proposals proposed by management and against the proposals proposed by security-holders | With management | https://materials.proxyvote.com/Approved/22160K/20211111/NPS_487477/?page=1 |
| Apple Inc | AAPL | 037833 | 3/3/2022 | 1. Election of directors. 2. Ratification of the appointment of Ernst & Young LLP as Apple's independent registered public accounting firm for fiscal 2022. 3. Advisory vote to approve executive compensation. 4. Approval of the Apple Inc. 2022 Employee Stock Plan. 5. Various sharehlder proposals. | Mixed proposals (both Issuer and security-holder) | Yes | For the proposals proposed by management and against the proposals proposed by security-holders | With management | https://s2.q4cdn.com/470004039/files/doc_financials/2022/ar/Apple-Proxy-Special-BMK222670.pdf |
| MISSION PRODUCE INC | AVO | 60510V108 | 4/12/2022 | • To elect directors to serve for the ensuing year and until their successors are elected and qualified • To ratify the appointment of Deloitte & Touche LLP as Lennar's independent registered public accounting firm for the fiscal year 2022 • To approve a frequency of ONE YEAR for the advisory vote to approve executive compensation. | Proposed by the Issuer | Yes | For the proposal | With management | https://materials.proxyvote.com/Approved/60510V/20220218/NPS_491802.PDF |
| LENNAR CORPORATION | LEN | 526057 | 4/11/2022 | • To elect directors to serve for the ensuing year and until their successors are elected and qualified • To ratify the appointment of Deloitte & Touche as independent registered public accounting firm for the fiscal year 2022 • To approve executive compensation. •Approval of the Lennar Corporation 2016 Equity Incentive Plan, as Amended and Restated. •Approval of a stockholder proposal to reduce the common stock ownership threshold to call a special meeting. | Mixed proposals (both Issuer and security-holder) | Yes | For the proposals proposed by management and against the proposals proposed by security-holders | With management | https://materials.proxyvote.com/Approved/526057/20220215/NPS_491793/?page=1 |
| Lockheed Martin Corporation | LMT | 539830 | 4/20/2022 | • To elect directors to serve for the ensuing year and until their successors are elected and qualified • To ratify the appointment of E&Y as independent registered public accounting firm for the fiscal year 2022 • To approve executive compensation. • Stockholder Proposal to Reduce Threshold for Calling Special Stockholder Meetings.. • Stockholder Proposal to Issue a Human Rights Impact Assessment Report. | Mixed proposals (both Issuer and security-holder) | Yes | For the proposals proposed by management and against the proposals proposed by security-holders | With management | http://www.edocumentview.com/LMT |
| TRUIST FINANCIAL CORPORATION | TFC | 89832Q | 4/25/2022 | • To elect directors • To ratify the appointment of PwC as independent registered public accounting firm for the fiscal year 2022 • To approve executive compensation. • To approve the Truist Financial Corporation 2022 Incentive Plan. | Mixed proposals (both Issuer and security-holder) | Yes | For the proposals proposed by management and against the proposals proposed by security-holders | With management | https://materials.proxyvote.com/Approved/89832Q/20220217/NPS_493014.PDF |
| CALAVO GROWERS, INC | CVGW | 128246 | 4/26/2022 | • To elect directors to serve for the ensuing year and until their successors are elected and qualified • To ratify the appointment of Deloitte & Touche as independent registered public accounting firm for the fiscal year 2022 • To approve executive compensation. | Proposed by the Issuer | Yes | For the proposal | With management | http://ir.calavo.com/financial-information/sec-filings/ |
| ALLY FINANCIAL INC | ALLY | 02005N | 5/2/2022 | • To elect directors to serve for the ensuing year and until their successors are elected and qualified • To ratify the appointment of Deloitte & Touche as independent registered public accounting firm for the fiscal year 2022 • To approve executive compensation. | Proposed by the Issuer | Yes | For the proposal | With management | https://materials.proxyvote.com/Approved/02005N/20220307/NPS_494026/INDEX.HTML?page=1 |
| SUNCOR ENERGY | SU | 867224 | 5/10/2022 | • To elect directors to serve for the ensuing year • TTo consider and, if deemed fit, approve an advisory resolution on Suncor's approach to executive compensation disclosed in the Management Proxy Circular of Suncor Energy Inc. dated February 23, 2022. | Porposed by the Issuer | Yes | For the proposal | With management | https://www.suncor.com/en-ca/annual-disclosure |
| General Dynamics Corporation | GD | 369550108 | 5/3/2022 | 1. Election of directors. 2. Advisory Vote on the Selection of Independent Auditors.. 3. Advisory Approval of Executive Compensation. 4. Shareholder Proposal to Require an Independent Board Chairman 5. Shareholder Proposal that the Board of Directors Issue a Report on Human Rights Due Diligence. | Mixed proposals (both Issuer and security-holder) | Yes | For the proposals proposed by management and against the proposals proposed by security-holders | With management | https://materials.proxyvote.com/Approved/369550/20220310/NPS_495354.PDF |
| OFG Bancorp | OFG | 67103X102 | 4/26/2022 | • To elect directors to serve for the ensuing year and until their successors are elected and qualified • To approve, on an advisory basis, the compensation of the company's named executive officers as set forth in the proxy statement • To ratify the selection of the company's independent registered public accounting firm for 2022 | Porposed by the Issuer | Yes | For the proposal | With management | https://materials.proxyvote.com/Approved/67103X/20220228/NPS_496354/?page=1 |
| ACTIVISION BLIZZARD, INC. | ATVI | 00507V | 4/27/2022 | 1. Adoption of the Merger Agreement. To adopt the Agreement and Plan of Merger (as it may be amended from time to time), dated as of January 18, 2022 (the "merger agreement"), by and among Activision Blizzard, Inc. ("Activision Blizzard"), Microsoft Corporation and Anchorage Merger Sub Inc., a wholly owned subsidiary of Microsoft Corporation. 2. Approval, by Means of a Non-Binding, Advisory Vote, of Certain Compensatory Arrangements with Named Executive Officers. To approve, by means of a non-binding, advisory vote, compensation that will or may become payable to the named executive officers of Activision Blizzard in connection with the merger pursuant to the merger agreement. 3. Adjournment of the Special Meeting. To adjourn the special meeting to a later date or dates, if necessary or appropriate, to allow time to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting. | Porposed by the Issuer | Yes | For the proposal | With management | https://materials.proxyvote.com/Approved/00507V/20220321/COMBO_494725.PDF |
| PHILIP MORRIS INTERNATIONAL INC. | PM | 718172109 | 5/3/2022 | • To elect directors to serve for the ensuing year • To vote on approval of executive compensation | Porposed by the Issuer | Yes | For the proposal | With management | https://philipmorrisinternational.gcs-web.com/static-files/9b0d2973-f642-4d60-8ec0-5d33910aeda2 |
| PULTEGROUP, INC | PHM | 745867 | 5/3/2022 | Vote on election of directors To ratify the re-appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year 2022. Say on Pay - An advisory vote to approve executive compensation. Approval of an amendment to extend the term of the Company's Amended and Restated Section 382 Rights Agreement, as amended. Approval of the PulteGroup, Inc. 2022 Stock Incentive Plan. | Proposed by the Issuer | Yes | For the proposal | With management | https://materials.proxyvote.com/Approved/745867/20220316/NPS_496202.PDF |
| UNITED RENTALS , INC | URI | 911363 | 5/4/2022 | 1. Election of directors. 2. Ratification of Appointment of Public Accounting Firm. 3. Advisory Approval of Executive Compensation. 4. Company Proposal for Special Shareholder Meeting Improvement (Amend By-Laws to Reduce Threshold to 15%) 5. Stockholder Proposal for Special Shareholder Meeting Improvement | Mixed proposals (both Issuer and security-holder) | Yes | For the proposals proposed by management and against the proposals proposed by security-holders | With management | https://materials.proxyvote.com/Approved/911363/20220308/NPS_494664.PDF |
| Popular Inc | BPOP | 733174700 | 5/11/2022 | • To elect directors assigned of the Board of Directors of the Corporation; • To approve an advisory vote of the Corporation's executive compensation; • To ratify the appointment of PricewaterhouseCoopers LLP as the Corporation's independent registered public accounting firm for 2022. | Proposed by the Issuer | Yes | For the proposal | With management | https://materials.proxyvote.com/Approved/733174/20220315/NPS_496212/?page=1 |
| Akamai Technologies, Inc | AKAM | 00971T | 5/11/2022 | • To elect directors assigned of the Board of Directors of the Corporation; • To approve an amendment and restatement of the Amended and Restated Akamai Technologies, Inc. 2013 Stock Incentive Plan • To approve an advisory vote of the Corporation's executive compensation; • To ratify the appointment of PricewaterhouseCoopers LLP as the Corporation's independent registered public accounting firm for 2022. | Proposed by the Issuer | Yes | For the proposal | With management | https://www.envisionreports.com/AKAM/2022/28218FE22E2/default.htm?voting=false |
| JPMorgan Chase & Co | JPM | 46625H100 | 5/16/2022 | • To elect directors to serve for the ensuing year and until their successors are elected and qualified • To vote on advisory resolution to approve executive compensation • To vote on independent board chariman - require an independent chair | Mixed proposals (both Issuer and security-holder) | Yes | For the proposals proposed by management and against the proposals proposed by security-holders | With management | https://www.jpmorganchase.com/ir/annual-report |
| Johnson & Johnson | JNJ | 478160 | 4/27/2022 | Various votes | Mixed proposals (both Issuer and security-holder) | Yes | For the proposals proposed by management and against the proposals proposed by security-holders | With management | https://www.investor.jnj.com/annual-meeting-materials/2022-proxy-statement |
| EOG Resources | EOG | 26875P | 4/19/2022 | 1. Election of directors. 2. To ratify the appointment by the Audit Committee of the Board of Directors of Deloitte & Touche LLP, independent registered public accounting firm, as auditors for the Company for the year ending December 31, 2022. 3. To approve, by non-binding vote, the compensation of the Company's named executive officers. | Proposed by the Issuer | Yes | For the proposal | With management | https://materials.proxyvote.com/Approved/26875P/20220224/NPS_492831.PDF |
| FASTENAL COMPANY | FAST | 311900 | 4/22/2022 | Election of directors Ratification of the appointment of KPMG LLP as independent registered public accounting firm for the 2022 fiscal year. Approval, by non-binding vote, of executive compensation. | Proposed by the Issuer | Yes | For the proposal | With management | https://investor.fastenal.com/investor-resources/annual-report-proxy-materials/default.aspx |
| Berkshire Hathaway Inc. | BRK/B | 84670702 | 4/29/2022 | Various votes | Mixed proposals (both Issuer and security-holder) | Yes | For the proposals proposed by management and against the proposals proposed by security-holders | With management | https://www.proxydocs.com/branding/963708/2022/issuer/ |
| TRACTOR SUPPLY COMPANY | TSCO | 892356 | 5/10/2022 | 1. Electin of directors 2. To ratify the re-appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022 3. To approve, by advisory vote, the compensation of our named executive officers 4. To vote on a shareholder proposal titled "Report on Costs of Low Wages and Inequality" | Porposed by the Issuer | Yes | For the proposal | With management | https://www.envisionreports.com/TSCO/2022/1DB24JA22E1/default.htm?voting=false |
| Chubb Limited | CB | H1467J | 5/17/2022 | Various votes | Mixed proposals (both Issuer and security-holder) | Yes | For the proposals proposed by management and against the proposals proposed by security-holders | With management | http://www.edocumentview.com/CB |
| CHIPOTLE MEXICAN GRILL, INC. | CMG | 169656 | 5/17/2022 | Various votes | Mixed proposals (both Issuer and security-holder) | Yes | For the proposals proposed by management and against the proposals proposed by security-holders | With management | https://materials.proxyvote.com/Approved/169656/20220321/NPS_496589/INDEX.HTML?page=1 |
| The Home Depot Inc | HD | 437076 | 5/18/2022 | Various votes | Mixed proposals (both Issuer and security-holder) | Yes | For the proposals proposed by management and against the proposals proposed by security-holders | With management | https://ir.homedepot.com/financial-reports/current-forms |
| MarshMcLennan | MMC | 571748 | 5/18/2022 | 1. Election of Directors 2. Advisory vote to approve our executive compensation. 3. To ratify the selection of independent registered public accountants | Proposed by the Issuer | Yes | For the proposal | With management | https://news-investors.mmc.com/reporting/annual-reports-proxy-statements?c=113872&p=proxy |
| Altria Group | MO | 02209S | 5/18/2022 | Various votes | Mixed proposals (both Issuer and security-holder) | Yes | For the proposals proposed by management and against the proposals proposed by security-holders | With management | https://materials.proxyvote.com/Approved/02209S/20220329/NPS_497358.PDF |
| DOLLAR GENERAL CORPORATION | DG | 256677 | 5/24/2022 | Various votes | Mixed proposals (both Issuer and security-holder) | Yes | For the proposals proposed by management and against the proposals proposed by security-holders | With management | https://materials.proxyvote.com/Approved/256677/20220317/NOMNP_497097.PDF |
| ADVANCED MICRO DEVICES | AMD | 007903 | 5/17/2022 | 1. Election of Directors 2. Advisory vote to approve our executive compensation. 3. To ratify the selection of Ernst & Young LLP as our independent registered public accountants for the fiscal year ending December 31, 2022. | Proposed by the Issuer | Yes | For the proposal | With management | https://materials.proxyvote.com/Approved/007903/20220322/NPS_496962.PDF |
| N-Able, Inc | NABL | 62878D | 5/24/2022 | 1. Election of Directors 2. Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022. | Proposed by the Issuer | Yes | For the proposal | With management | https://materials.proxyvote.com/Approved/62878D/20220331/NPS_499775.PDF |
| Amazon.com Inc | AMGN | 023135 | 5/24/2022 | Various votes | Mixed proposals (both Issuer and security-holder) | Yes | For the proposals proposed by management and against the proposals proposed by security-holders | With management | https://materials.proxyvote.com/Approved/023135/20220331/NPS_499771.PDF |
| WALMART INC | WMT | 931142 | 5/31/2022 | Various votes | Mixed proposals (both Issuer and security-holder) | Yes | For the proposals proposed by management and against the proposals proposed by security-holders | With management | https://stock.walmart.com/investors/financial-information/annual-reports-and-proxies/default.aspx |
| TARGET CORPORATION | TGT | 87612E | 6/7/2022 | 1. Election of directors. 2. Ratification of Appointment of Public Accounting Firm. 3. To approve, on an advisory basis, the compensation of our named executive officers 4. Shareholder proposal to amend the proxy access bylaw to remove the shareholder group limit. | Mixed proposals (both Issuer and security-holder) | Yes | For the proposals proposed by management and against the proposals proposed by security-holders | With management | https://materials.proxyvote.com/Approved/87612E/20220411/NPS_501405/?page=1 |
| FREEPORT-MCMORAN INC. | FCX | 35671D | 6/8/2022 | 1. Election of directors. 2. Ratification of Appointment of Public Accounting Firm. 3. To approve, on an advisory basis, the compensation of our named executive officers | Proposed by the Issuer | Yes | For the proposal | With management | https://www.envisionreports.com/FCX/2022/1BC08MA22E3/default.htm?voting=false |
| XPO LOGISTICS, INC | XPO | 983793 | 5/17/2022 | Various votes | Mixed proposals (both Issuer and security-holder) | Yes | For the proposals proposed by management and against the proposals proposed by security-holders | With management | https://www.envisionreports.com/XPO/2022/15514MA22E/default.htm?voting=false |
| META PLATFORMS, INC. | META | 30303M | 5/24/2022 | Various votes | Mixed proposals (both Issuer and security-holder) | Yes | For the proposals proposed by management and against the proposals proposed by security-holders | With management | https://materials.proxyvote.com/default.aspx?ticker=30303M |
| SOLARWINDS CORPORATION | SWI | 83417Q | 5/25/2022 | 1. Election of Directors 2. Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022. 3. Non-binding advisory vote to approve the compensation of our named executive officers. | Proposed by the Issuer | Yes | For the proposal | With management | https://materials.proxyvote.com/Approved/83417Q/20220331/NPS_499811.PDF |
| PAYPAL HOLDINGS, INC. | PYPL | 70450Y | 6/1/2022 | Vote on election of directors Ratification of the appointment of PricewaterhouseCoopers LLP as our independent auditor for 2022. Advisory vote to approve the compensation of our named executive officers. Advisory Vote on the Frequency of the Stockholder Advisory Vote to Approve Named Executive Officer Compensation. Stockholder Proposal - Special Shareholder Meeting Improvement. | Mixed proposals (both Issuer and security-holder) | Yes | For the proposals proposed by management and against the proposals proposed by security-holders | With management | https://materials.proxyvote.com/Approved/70450Y/20220405/NPS_501006/INDEX.HTML?page=1 |
| BAUSCH HEALTH COMPANIES, INC. | BHC | 71734 | 6/21/2022 | 1. Election of directors. 4. To appoint PricewaterhouseCoopers LLP as the auditors for the Company to hold office until the close of the 2022 Annual Meeting of Shareholders and to authorize the Company's Board of Directors to fix the auditors' remuneration. | Porposed by the Issuer | Yes | For the proposal | With management | |
| FORTINET, INC. | FTNT | 34959E | 6/17/2022 | 1. Election of Directors 5.Stockholder proposal to remove supermajority voti ng requirements. | Mixed proposals (both Issuer and security-holder) | Yes | For the proposals proposed by management and abstain the proposals proposed by security-holders | With management | |
| TEVA PHARMACEUTICAL INDUSTRIES LIMITED | TEVA | 881624 | 6/23/2022 | 1. Election of Directors 2.To approve, on a non-binding advisory basis, the compensati on for Teva's namedexecutive officers. 3.To approve Teva's Compensati on Policy with respect to the Terms of Offi ce andEmployment of Teva's Executi ve Offi cers and Directors. 4.To approve amendments to Teva's Arti cles of Associati on.
5. To appoint Kesselman & Kesselman, a member of PricewaterhouseCoopersInternati onal Ltd., as Teva's independent registered public accounti ng fi rm unti lTeva's 2023 annual meeting of shareholders. | Porposed by the Issuer | Yes | For the proposal | With management | |
| Mercadolibre Inc | MELI | 58733R | 6/8/2022 | 1. Election of directors. 3. Ratification of Appointment of Public Accounting Firm. | Proposed by the Issuer | Yes | For the proposal | With management | |
| CHESAPEAKE ENERGY CORPORATION | CHK | 165167 | 6/9/2022 | 1. Election of directors. 3. To rati fy the appointment of PricewaterhouseCoopers LLP as our independentregistered public accounti ng fi rm for the fi scal year ending December 31, 2022. | Proposed by the Issuer | Yes | For the proposal | With management | |
| Diamondback Energy | FANG | 25278X | 6/9/2022 | 1. Election of directors. 3. To rati fy the appointment of Grant Thornton LLP as our independentregistered public accounti ng fi rm for the fi scal year ending December 31, 2022. | Proposed by the Issuer | Yes | For the proposal | With management | |
| TJX Companies | TJX | 872540 | 6/7/2022 | 1. Election of directors. 3. Approval of Stock Incenti ve Plan (2022 Restatement) 7. Shareholder proposal for a report on risk due to restricti ons on reproducti verights. 8.Shareholder proposal to adopt a paid sick leave policy for all Associates. | Mixed proposals (both Issuer and security-holder) | Yes | For the proposals proposed by management and against the proposals proposed by security-holders | With management | |
| General Motors | GM | 37045V | 6/13/2022 | 1. Election of directors. 6. Shareholder Proposal Requesti ng a Report on the Use of Child Labor inConnection with Electric Vehicles. | Mixed proposals (both Issuer and security-holder) | Yes | For the proposals proposed by management and against the proposals proposed by security-holders | With management | |
| MARKETAXESS HOLDINGS INC | MKTX | 57060D | 6/8/2022 | 1. Election of directors. 4.To approve the MarketAxess Holdings Inc. 2022 Employee Stock Purchase Plan. | Proposed by the Issuer | Yes | For the proposal | With management | |
| Garmin LTD | GRMN | H2906T | 6/10/2022 | 1. Approval of Garmin's 2021 Annual Report, including the consolidated financial statements of Garmin for the fiscal year ended December 25, 2021 and the statutory financial statements of Garmin for the fiscal year ended December 25, 2021. 2. Approval of the appropriation of available earnings. 3. Approval of the payment of a cash dividend in the aggregate amount of U.S. $2.92 per outstanding share out of Garmin's reserve from capital contribution in four equal installments. 4. Discharge of the members of the Board of Directors and the Executive Management from liability for the fiscal year ended December 25, 2021. 5-14. Other Votes | Proposed by the Issuer | Yes | For the proposal | With management | |
| SHOPIFY | SHOP | 82509L | 6/7/2022 | 1. Election of directors 2. Appointment of the Auditors Resolution approving the re-appointment of PricewaterhouseCoopers LLP as auditors of Shopify Inc. and authorizing the Board of Directors to fix their remuneration. 3. Special resolution, the full text of which is attached as Schedule A to the management information circular dated April 11, 2022, to approve, pursuant to an interim order of the Ontario Superior Court of Justice (Commercial List) dated April 11, 2022, a proposed plan of arrangement pursuant to Section 192 of the Canada Business Corporations Act to effect, among other things, certain updates to the Company's governance structure, including an amendment to Shopify Inc.'s restated articles of incorporation to provide for the creation of a new class of share, designated as the Founder share, and the issuance of such Founder share to Shopify Inc.'s Founder and Chief Executive Officer, Mr. Tobias Lütke. 4. Special resolution, the full text of which is attached as Schedule B to the management information circular dated April 11, 2022, to approve an amendment to Shopify Inc.'s restated articles of incorporation to effect a ten-for-one split of its Class A subordinate voting shares and Class B multiple voting shares. 5. Non-binding advisory resolution that the shareholders accept Shopify Inc.'s approach to executive compensation as disclosed in the management information circular dated April 11, 2022. | Proposed by the Issuer | Yes | For the proposal | With management | |
| Mastercard Inc | MA | 57636Q | 6/21/2022 | 1. Election of directors. 7. Consideration of a stockholder proposal requesting charitable donation disclosure. 8. Consideration of a stockholder proposal requesting a report on "ghost guns". | Mixed proposals (both Issuer and security-holder) | Yes | For the proposals proposed by management and against the proposals proposed by security-holders | With management | |
| ACTIVISION BLIZZARD, INC. | ATVI | 00507V | 6/21/2022 | 1. Election of directors. 3. Ratification of Appointment of PWC as the company's independent registered accounting firm. 4. Shareholder proposal regarding the nomination of an employee representative director. 5. Shareholder proposal regarding the preparation of a report about the Company's efforts to prevent abuse, harassment and discrimination. | Mixed proposals (both Issuer and security-holder) | Yes | For the proposals proposed by management and against the proposals proposed by security-holders | With management | |
| Iberdrola SA | IBDRY | 450737 | 6/16/2022 | Please refer to the agenda for proposal language. | Proposed by the Issuer | Yes | For the proposal | With management | |
| Booz / Allen / Hamilton | BAH | 99502 | 7/27/2022 | 1. Election of directors. 3. Ratification of Appointment of E&Yas the company's independent registered accounting firm. 4.Approval of the Adopti on of the Sixth Amended and Restated Certi fi cate ofIncorporati on to allow stockholders holding not less than 25% of the outstandingshares of the Company's common stock to call special meeti ngs. 5. Vote on a stockholder proposal regarding stockholders' ability to call special meetings. | Mixed proposals (both Issuer and security-holder) | Yes | For the proposals proposed by management and against the proposals proposed by security-holders | With management | |
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SIGNATURE
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.
| X-Square Balanced Fund, LLC | |||
| By: | /s/ Ignacio Canto | ||
| Ignacio Canto | |||
| President (Principal Executive Officer) | |||
| Date: August 12, 2022 |
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