N-PX
1
npx_gabgrx.txt
THE GABELLI HEALTHCARE & WELLNESS(RX) TRUST
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 811-22021
The Gabelli Healthcare & Wellness(Rx) Trust
(Exact name of registrant as specified in charter)
One Corporate Center
Rye, New York 10580-1422
(Address of principal executive offices) (Zip code)
Anges Mullady
Gabelli Funds, LLC
One Corporate Center
Rye, New York 10580-1422
(Name and address of agent for service)
Registrant's telephone number, including area code: 1-800-422-3554
Date of fiscal year end: December 31
Date of reporting period: July 1, 2012 - June 30, 2013
Form N-PX is to be used by a registered management investment company, other
than a small business investment company registered on Form N-5 (Sections 239.24
and 274.5 of this chapter), to file reports with the Commission, not later than
August 31 of each year, containing the registrant's proxy voting record for the
most recent twelve-month period ended June 30, pursuant to section 30 of the
Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4).
The Commission may use the information provided on Form N-PX in its regulatory,
disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-PX, and
the Commission will make this information public. A registrant is not required
to respond to the collection of information contained in Form N-PX unless the
Form displays a currently valid Office of Management and Budget ("OMB") control
number. Please direct comments concerning the accuracy of the information
collection burden estimate and any suggestions for reducing the burden to the
Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC
20549. The OMB has reviewed this collection of information under the clearance
requirements of 44 U.S.C. Section 3507.
PROXY VOTING RECORD
FOR PERIOD JULY 1, 2012 TO JUNE 30, 2013
INVESTMENT COMPANY REPORT
LIFEWAY FOODS, INC.
SECURITY 531914109 MEETING TYPE Annual
TICKER SYMBOL LWAY MEETING DATE 06-Jul-2012
ISIN US5319141090 AGENDA 933644850 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
1 DIRECTOR Management
1 LUDMILA SMOLYANSKY For For
2 JULIE SMOLYANSKY For For
3 POL SIKAR For For
4 RENZO BERNARDI For For
5 GUSTAVO CARLOS VALLE For For
2 RATIFICATION OF PLANTE & MORAN, PLLC, Management For For
AS INDEPENDENT AUDITORS.
THE COCA-COLA COMPANY
SECURITY 191216100 MEETING TYPE Special
TICKER SYMBOL KO MEETING DATE 10-Jul-2012
ISIN US1912161007 AGENDA 933646385 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
01 TO AMEND ARTICLE FOURTH OF THE Management For For
COMPANY'S RESTATED CERTIFICATE OF
INCORPORATION, AS AMENDED, TO
INCREASE THE AUTHORIZED COMMON
STOCK OF THE COMPANY FROM
5,600,000,000 SHARES, PAR VALUE $.25 PER
SHARE, TO 11,200,000,000 SHARES, PAR
VALUE $.25 PER SHARE, AND TO EFFECT A
SPLIT OF THE ISSUED COMMON STOCK OF
THE COMPANY BY CHANGING EACH ISSUED
SHARE OF COMMON STOCK INTO TWO
SHARES OF COMMON STOCK.
MCKESSON CORPORATION
SECURITY 58155Q103 MEETING TYPE Annual
TICKER SYMBOL MCK MEETING DATE 25-Jul-2012
ISIN US58155Q1031 AGENDA 933661399 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
1A. ELECTION OF DIRECTOR: ANDY D. BRYANT Management For For
1B. ELECTION OF DIRECTOR: WAYNE A. BUDD Management For For
1C. ELECTION OF DIRECTOR: JOHN H. Management For For
HAMMERGREN
1D. ELECTION OF DIRECTOR: ALTON F. IRBY III Management For For
1E. ELECTION OF DIRECTOR: M. CHRISTINE Management For For
JACOBS
1F. ELECTION OF DIRECTOR: MARIE L. Management For For
KNOWLES
1G. ELECTION OF DIRECTOR: DAVID M. Management For For
LAWRENCE, M.D.
1H. ELECTION OF DIRECTOR: EDWARD A. Management For For
MUELLER
1I. ELECTION OF DIRECTOR: JANE E. SHAW, Management For For
PH.D.
2. RATIFICATION OF THE APPOINTMENT OF Management For For
DELOITTE & TOUCHE LLP AS THE
COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM.
3. ADVISORY VOTE ON EXECUTIVE Management Abstain Against
COMPENSATION.
4. STOCKHOLDER PROPOSAL ON ACTION BY Shareholder Against For
WRITTEN CONSENT OF STOCKHOLDERS.
5. STOCKHOLDER PROPOSAL ON AN Shareholder Against For
INDEPENDENT BOARD CHAIRMAN.
6. STOCKHOLDER PROPOSAL ON SIGNIFICANT Shareholder Against For
EXECUTIVE STOCK RETENTION UNTIL
REACHING NORMAL RETIREMENT AGE.
7. STOCKHOLDER PROPOSAL ON Shareholder Against For
ACCELERATED VESTING OF EQUITY
AWARDS.
ITO EN,LTD.
SECURITY J25027103 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 26-Jul-2012
ISIN JP3143000002 AGENDA 703957855 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
1 Approve Appropriation of Surplus Management For For
2.1 Appoint a Director Management For For
2.2 Appoint a Director Management For For
2.3 Appoint a Director Management For For
2.4 Appoint a Director Management For For
2.5 Appoint a Director Management For For
2.6 Appoint a Director Management For For
2.7 Appoint a Director Management For For
2.8 Appoint a Director Management For For
2.9 Appoint a Director Management For For
2.10 Appoint a Director Management For For
2.11 Appoint a Director Management For For
2.12 Appoint a Director Management For For
2.13 Appoint a Director Management For For
2.14 Appoint a Director Management For For
2.15 Appoint a Director Management For For
2.16 Appoint a Director Management For For
3 Appoint a Corporate Auditor Management For For
ROCK FIELD CO.,LTD.
SECURITY J65275109 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 27-Jul-2012
ISIN JP3984200000 AGENDA 703958960 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
1 Approve Appropriation of Surplus Management For For
2.1 Appoint a Director Management For For
2.2 Appoint a Director Management For For
2.3 Appoint a Director Management For For
2.4 Appoint a Director Management For For
2.5 Appoint a Director Management For For
2.6 Appoint a Director Management For For
2.7 Appoint a Director Management For For
2.8 Appoint a Director Management For For
2.9 Appoint a Director Management For For
GEN-PROBE INCORPORATED
SECURITY 36866T103 MEETING TYPE Special
TICKER SYMBOL GPRO MEETING DATE 31-Jul-2012
ISIN US36866T1034 AGENDA 933667000 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
1. PROPOSAL TO ADOPT THE AGREEMENT Management For For
AND PLAN OF MERGER BY AND AMONG
GEN-PROBE INCORPORATED, HOLOGIC,
INC. AND GOLD ACQUISITION CORP., AS IT
MAY BE AMENDED FROM TIME TO TIME (THE
"AGREEMENT AND PLAN OF MERGER").
2. PROPOSAL TO ADJOURN THE SPECIAL Management For For
MEETING TO A LATER DATE TO SOLICIT
ADDITIONAL PROXIES IF THERE ARE
INSUFFICIENT VOTES TO APPROVE
PROPOSAL 1 AT THE TIME OF THE SPECIAL
MEETING.
3. PROPOSAL TO APPROVE, ON A NON- Management Abstain Against
BINDING ADVISORY BASIS, CERTAIN
COMPENSATION ARRANGEMENTS FOR
GEN-PROBE INCORPORATED'S NAMED
EXECUTIVE OFFICERS IN CONNECTION
WITH THE AGREEMENT AND PLAN OF
MERGER.
LECROY CORPORATION
SECURITY 52324W109 MEETING TYPE Special
TICKER SYMBOL LCRY MEETING DATE 02-Aug-2012
ISIN US52324W1099 AGENDA 933668189 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
1. TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF MAY 28, 2012, BY
AND AMONG LECROY CORPORATION, A
DELAWARE CORPORATION, TELEDYNE
TECHNOLOGIES INCORPORATED, A
DELAWARE CORPORATION ("TELEDYNE"),
AND LUNA MERGER SUB, INC., A DELAWARE
CORPORATION AND A WHOLLY OWNED
SUBSIDIARY OF TELEDYNE.
2. TO APPROVE, ON A NON-BINDING ADVISORY Management Abstain Against
BASIS, THE COMPENSATION THAT MAY BE
PAID OR BECOME PAYABLE TO LECROY
CORPORATION'S NAMED EXECUTIVE
OFFICERS IN CONNECTION WITH THE
MERGER, INCLUDING THE AGREEMENTS
AND UNDERSTANDINGS PURSUANT TO
WHICH SUCH COMPENSATION MAY BE PAID
OR BECOME PAYABLE.
3. TO ADJOURN THE SPECIAL MEETING, IF Management For For
NECESSARY OR APPROPRIATE, TO SOLICIT
ADDITIONAL PROXIES IF THERE ARE
INSUFFICIENT VOTES AT THE TIME OF THE
SPECIAL MEETING TO APPROVE THE
PROPOSAL TO ADOPT THE MERGER
AGREEMENT.
THE J. M. SMUCKER COMPANY
SECURITY 832696405 MEETING TYPE Annual
TICKER SYMBOL SJM MEETING DATE 15-Aug-2012
ISIN US8326964058 AGENDA 933665436 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
1A. ELECTION OF DIRECTOR: PAUL J. DOLAN Management For For
1B. ELECTION OF DIRECTOR: NANCY LOPEZ Management For For
KNIGHT
1C. ELECTION OF DIRECTOR: GARY A. OATEY Management For For
1D. ELECTION OF DIRECTOR: ALEX SHUMATE Management For For
1E. ELECTION OF DIRECTOR: TIMOTHY P. Management For For
SMUCKER
2. RATIFICATION OF APPOINTMENT OF ERNST Management For For
& YOUNG LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE 2013 FISCAL
YEAR.
3. ADVISORY APPROVAL OF THE COMPANY'S Management Abstain Against
EXECUTIVE COMPENSATION. BOARD
RECOMMENDS YOU VOTE "AGAINST"
PROPOSALS 4 & 5
4. SHAREHOLDER PROPOSAL URGING Shareholder Against For
DIRECTORS TO ACT TO REPEAL THE
CLASSIFIED BOARD OF DIRECTORS.
5. SHAREHOLDER PROPOSAL REQUESTING AN Shareholder Against For
EXPANDED GREEN COFFEE
SUSTAINABILITY PLAN.
PSS WORLD MEDICAL, INC.
SECURITY 69366A100 MEETING TYPE Annual
TICKER SYMBOL PSSI MEETING DATE 16-Aug-2012
ISIN US69366A1007 AGENDA 933666236 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
1A. ELECTION OF CLASS I DIRECTOR: JEFFREY Management For For
C. CROWE
1B. ELECTION OF CLASS I DIRECTOR: A. HUGH Management For For
GREENE
1C. ELECTION OF CLASS I DIRECTOR: STEVEN Management For For
T. HALVERSON
2. RATIFY THE APPOINTMENT OF KPMG LLP AS Management For For
THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE 2013 FISCAL YEAR.
3. APPROVE, ON A NON-BINDING ADVISORY Management Abstain Against
BASIS, THE COMPENSATION OF THE
COMPANY'S NAMED EXECUTIVE OFFICERS.
MEDTRONIC, INC.
SECURITY 585055106 MEETING TYPE Annual
TICKER SYMBOL MDT MEETING DATE 23-Aug-2012
ISIN US5850551061 AGENDA 933668040 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
1 DIRECTOR Management
1 RICHARD H. ANDERSON For For
2 VICTOR J. DZAU, M.D. For For
3 OMAR ISHRAK For For
4 SHIRLEY ANN JACKSON PHD For For
5 MICHAEL O. LEAVITT For For
6 JAMES T. LENEHAN For For
7 DENISE M. O'LEARY For For
8 KENDALL J. POWELL For For
9 ROBERT C. POZEN For For
10 JACK W. SCHULER For For
2 TO RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS
MEDTRONIC'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM.
3 A NON-BINDING ADVISORY VOTE TO Management Abstain Against
APPROVE EXECUTIVE COMPENSATION (A
"SAY-ON-PAY" VOTE).
4 TO AMEND THE COMPANY'S ARTICLES OF Management For For
INCORPORATION TO PROVIDE FOR
MAJORITY VOTE IN UNCONTESTED
ELECTIONS OF DIRECTORS.
5 TO APPROVE THE PROXY ACCESS Shareholder Against For
SHAREHOLDER PROPOSAL.
6 TO APPROVE ADOPTION OF A SIMPLE Shareholder Against For
MAJORITY SHAREHOLDER PROPOSAL.
VITASOY INTERNATIONAL HOLDINGS LTD
SECURITY Y93794108 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 28-Aug-2012
ISIN HK0345001611 AGENDA 703975031 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
CMMT PLEASE NOTE THAT THE COMPANY NOTICE Non-Voting
IS AVAILABLE BY CLICKING ON THE URL
LINK:-
http://www.hkexnews.hk/listedco/listconews/SEH
K/2012/0718/LTN20120718117.pdf
CMMT PLEASE NOTE IN THE HONG KONG MARKET Non-Voting
THAT A VOTE OF "ABSTAIN" WILL BE
TREATED-THE SAME AS A "TAKE NO
ACTION" VOTE.
1 To receive and adopt the audited Financial Management For For
Statements and the Reports of the Directors and
Auditors for the year ended 31st March, 2012
2 To declare a Final Dividend Management For For
3ai To re-elect Dr. the Hon. Sir David Kwok-po Li as Management For For
Director
3aii To re-elect Mr. Jan P. S. Erlund as Director Management For For
3.b To fix the remuneration of the Directors Management For For
4 To appoint Auditors and authorise the Directors Management For For
to fix their remuneration
5.a To grant an unconditional mandate to the Management For For
Directors to issue, allot and deal with additional
shares of the Company
5.b To grant an unconditional mandate to the Management For For
Directors to repurchase shares of the Company
5.c To add the nominal value of the shares Management For For
repurchased pursuant to Resolution 5B to the
nominal value of the shares available pursuant to
Resolution 5A
5.d To approve the grant of options to Mr. Winston Management For For
Yau-lai Lo under the Existing Share Option
Scheme
5.e To approve and adopt the New Share Option Management For For
Scheme
H.J. HEINZ COMPANY
SECURITY 423074103 MEETING TYPE Annual
TICKER SYMBOL HNZ MEETING DATE 28-Aug-2012
ISIN US4230741039 AGENDA 933666010 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
1A. ELECTION OF DIRECTOR: W.R. JOHNSON Management For For
1B. ELECTION OF DIRECTOR: C.E. BUNCH Management For For
1C. ELECTION OF DIRECTOR: L.S. COLEMAN, JR. Management For For
1D. ELECTION OF DIRECTOR: J.G. DROSDICK Management For For
1E. ELECTION OF DIRECTOR: E.E. HOLIDAY Management For For
1F. ELECTION OF DIRECTOR: C. KENDLE Management For For
1G. ELECTION OF DIRECTOR: D.R. O'HARE Management For For
1H. ELECTION OF DIRECTOR: N. PELTZ Management For For
1I. ELECTION OF DIRECTOR: D.H. REILLEY Management For For
1J. ELECTION OF DIRECTOR: L.C. SWANN Management For For
1K. ELECTION OF DIRECTOR: T.J. USHER Management For For
1L. ELECTION OF DIRECTOR: M.F. WEINSTEIN Management For For
2. RATIFICATION OF INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM
3. APPROVAL OF THE H.J. HEINZ COMPANY Management For For
FY2013 STOCK INCENTIVE PLAN
4. RE-APPROVAL OF THE PERFORMANCE Management For For
MEASURES INCLUDED IN THE H.J. HEINZ
COMPANY FY03 STOCK INCENTIVE PLAN
5. ADVISORY APPROVAL OF THE COMPANY'S Management For For
NAMED EXECUTIVE OFFICER
COMPENSATION
TEVA PHARMACEUTICAL INDUSTRIES LIMITED
SECURITY 881624209 MEETING TYPE Annual
TICKER SYMBOL TEVA MEETING DATE 12-Sep-2012
ISIN US8816242098 AGENDA 933679447 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
1. TO APPROVE THE RESOLUTION OF THE Management For For
BOARD OF DIRECTORS TO DECLARE AND
DISTRIBUTE THE CASH DIVIDENDS FOR THE
YEAR ENDED DECEMBER 31, 2011, PAID IN
FOUR INSTALLMENTS IN AN AGGREGATE
AMOUNT OF NIS 3.40 (APPROXIMATELY
US$0.95, ACCORDING TO THE APPLICABLE
EXCHANGE RATES PER ORDINARY SHARE
(OR ADS).
2A. ELECTION OF DIRECTOR: DR. PHILLIP Management For For
FROST
2B. ELECTION OF DIRECTOR: MR. ROGER Management For For
ABRAVANEL
2C. ELECTION OF DIRECTOR: PROF. RICHARD A. Management For For
LERNER
2D. ELECTION OF DIRECTOR: MS. GALIA MAOR Management For For
2E. ELECTION OF DIRECTOR: MR. EREZ Management For For
VIGODMAN
3A. TO APPROVE THE PAYMENT TO EACH OF Management For For
THE COMPANY'S DIRECTORS, OTHER THAN
THE CHAIRMAN AND THE VICE CHAIRMAN
OF THE BOARD OF DIRECTORS, OF AN
ANNUAL FEE IN THE NIS EQUIVALENT OF
US$190,000 (ACCORDING TO THE
EXCHANGE RATE ON THE DATE OF
APPROVAL BY SHAREHOLDERS) PLUS VAT
(AS APPLICABLE) PLUS A PER MEETING FEE
OF US$2,000 (ACCORDING TO THE
EXCHANGE RATE ON THE DATE OF
APPROVAL BY SHAREHOLDERS) PLUS VAT
(AS APPLICABLE). SUCH PAYMENTS WILL BE
ADJUSTED BASED ON THE ISRAELI
CONSUMER PRICE INDEX SUBSEQUENT TO
THE DATE OF APPROVAL BY
SHAREHOLDERS.
3B. TO APPROVE THE REIMBURSEMENT AND Management For For
REMUNERATION FOR DR. PHILLIP FROST,
CHAIRMAN OF THE BOARD OF DIRECTORS,
ALL AS MORE FULLY DESCRIBED IN THE
PROXY STATEMENT.
3C. TO APPROVE PAYMENT TO PROF. MOSHE Management For For
MANY, FOR HIS SERVICE AS VICE
CHAIRMAN OF THE BOARD OF DIRECTORS,
OF AN ANNUAL FEE IN THE NIS EQUIVALENT
OF US$400,000 (ACCORDING TO THE
EXCHANGE RATE ON THE DATE OF
APPROVAL BY SHAREHOLDERS) PLUS VAT
(AS APPLICABLE), FOR SUCH TIME AS PROF.
MANY CONTINUES TO SERVE AS VICE
CHAIRMAN OF THE BOARD OF DIRECTORS.
SUCH PAYMENT WILL BE ADJUSTED BASED
ON THE ISRAELI CONSUMER PRICE INDEX
SUBSEQUENT TO THE DATE OF APPROVAL
BY SHAREHOLDERS.
4. TO APPROVE CERTAIN AMENDMENTS TO Management For For
THE COMPANY'S ARTICLES OF
ASSOCIATION IN THE MANNER DESCRIBED
IN THE COMPANY'S PROXY STATEMENT AND
AS REFLECTED IN THE AMENDED ARTICLES
OF ASSOCIATION ATTACHED THERETO.
5. TO APPROVE INDEMNIFICATION AND Management For For
RELEASE AGREEMENTS FOR THE
DIRECTORS OF THE COMPANY.
6. TO APPOINT KESSELMAN & KESSELMAN, A Management For For
MEMBER OF PRICEWATERHOUSECOOPERS
INTERNATIONAL LTD., AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM UNTIL THE 2013 ANNUAL
MEETING OF SHAREHOLDERS AND TO
AUTHORIZE THE BOARD OF DIRECTORS TO
DETERMINE ITS COMPENSATION, PROVIDED
SUCH COMPENSATION IS ALSO APPROVED
BY THE AUDIT COMMITTEE.
GENERAL MILLS, INC.
SECURITY 370334104 MEETING TYPE Annual
TICKER SYMBOL GIS MEETING DATE 24-Sep-2012
ISIN US3703341046 AGENDA 933676201 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
1A. ELECTION OF DIRECTOR: BRADBURY H. Management For For
ANDERSON
1B. ELECTION OF DIRECTOR: R. KERRY CLARK Management For For
1C. ELECTION OF DIRECTOR: PAUL DANOS Management For For
1D. ELECTION OF DIRECTOR: WILLIAM T. ESREY Management For For
1E. ELECTION OF DIRECTOR: RAYMOND V. Management For For
GILMARTIN
1F. ELECTION OF DIRECTOR: JUDITH RICHARDS Management For For
HOPE
1G. ELECTION OF DIRECTOR: HEIDI G. MILLER Management For For
1H. ELECTION OF DIRECTOR: HILDA OCHOA- Management For For
BRILLEMBOURG
1I. ELECTION OF DIRECTOR: STEVE ODLAND Management For For
1J. ELECTION OF DIRECTOR: KENDALL J. Management For For
POWELL
1K. ELECTION OF DIRECTOR: MICHAEL D. ROSE Management For For
1L. ELECTION OF DIRECTOR: ROBERT L. RYAN Management For For
1M. ELECTION OF DIRECTOR: DOROTHY A. Management For For
TERRELL
2. CAST AN ADVISORY VOTE ON EXECUTIVE Management Abstain Against
COMPENSATION.
3. RATIFY THE APPOINTMENT OF KPMG LLP AS Management For For
GENERAL MILLS' INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM.
GAYLORD ENTERTAINMENT COMPANY
SECURITY 367905106 MEETING TYPE Special
TICKER SYMBOL GET MEETING DATE 25-Sep-2012
ISIN US3679051066 AGENDA 933681389 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
1. TO ADOPT THE AGREEMENT AND PLAN OF Management Against Against
MERGER DATED JULY 27, 2012 BY AND
BETWEEN GAYLORD ENTERTAINMENT
COMPANY AND GRANITE HOTEL
PROPERTIES, INC., A WHOLLY-OWNED
SUBSIDIARY OF GAYLORD, WHICH IS PART
OF RESTRUCTURING TRANSACTIONS
INTENDED TO ENABLE US TO QUALIFY AS A
REAL ESTATE INVESTMENT TRUST, OR
REIT, FOR FEDERAL INCOME TAX
PURPOSES.
2. TO APPROVE THE ISSUANCE OF UP TO Management Against Against
34,000,000 SHARES OF OUR COMMON
STOCK AS PART OF A ONE-TIME SPECIAL
DISTRIBUTION RELATED TO THE
DISTRIBUTION OF OUR ACCUMULATED
EARNINGS AND PROFITS TO
STOCKHOLDERS IN CONNECTION WITH THE
REIT CONVERSION.
3. TO PERMIT OUR BOARD OF DIRECTORS TO Management Against Against
ADJOURN THE SPECIAL MEETING, IF
NECESSARY, FOR FURTHER SOLICITATION
OF PROXIES IF THERE ARE NOT SUFFICIENT
VOTES AT THE ORIGINALLY SCHEDULED
TIME OF THE SPECIAL MEETING TO
APPROVE THE FOREGOING PROPOSALS.
PAR PHARMACEUTICAL COMPANIES, INC.
SECURITY 69888P106 MEETING TYPE Special
TICKER SYMBOL PRX MEETING DATE 27-Sep-2012
ISIN US69888P1066 AGENDA 933683408 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
1. TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF JULY 14, 2012 (THE
"MERGER AGREEMENT"), BY AND AMONG
PAR PHARMACEUTICAL COMPANIES, INC.
(THE "COMPANY"), SKY GROWTH HOLDINGS
CORPORATION, A DELAWARE
CORPORATION ("PARENT") AND SKY
GROWTH ACQUISITION CORPORATION, A
DELAWARE CORPORATION AND A WHOLLY
OWNED SUBSIDIARY OF PARENT ("MERGER
SUB").
2. TO CONSIDER AND VOTE ON A NON- Management Abstain Against
BINDING, ADVISORY PROPOSAL TO
APPROVE THE COMPENSATION THAT MAY
BECOME PAYABLE TO THE COMPANY'S
NAMED EXECUTIVE OFFICERS IN
CONNECTION WITH THE CONSUMMATION
OF THE MERGER.
3. TO APPROVE THE ADJOURNMENT OF THE Management For For
SPECIAL MEETING, IF NECESSARY OR
APPROPRIATE, TO SOLICIT ADDITIONAL
PROXIES IF THERE ARE INSUFFICIENT
VOTES AT THE TIME OF THE SPECIAL
MEETING TO ESTABLISH A QUORUM OR
ADOPT THE MERGER AGREEMENT.
3SBIO INC.
SECURITY 88575Y105 MEETING TYPE Annual
TICKER SYMBOL SSRX MEETING DATE 10-Oct-2012
ISIN US88575Y1055 AGENDA 933686707 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
1A RE-ELECTION OF DIRECTOR: MOUJIA QI Management For For
1B RE-ELECTION OF DIRECTOR: DR. DONGMEI Management For For
SU
1C RE-ELECTION OF DIRECTOR: TIANRUO Management For For
(ROBERT) PU
2 TO RATIFY THE APPOINTMENT OF ERNST & Management For For
YOUNG HUA MING ("E&Y") AS THE
INDEPENDENT AUDITOR OF 3SBIO INC. FOR
THE FISCAL YEAR ENDING DECEMBER 31,
2012.
THE HILLSHIRE BRANDS COMPANY
SECURITY 432589109 MEETING TYPE Annual
TICKER SYMBOL HSH MEETING DATE 25-Oct-2012
ISIN US4325891095 AGENDA 933686694 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
1A. ELECTION OF DIRECTOR: TODD A. BECKER Management For For
1B. ELECTION OF DIRECTOR: CHRISTOPHER B. Management For For
BEGLEY
1C. ELECTION OF DIRECTOR: ELLEN L. Management For For
BROTHERS
1D. ELECTION OF DIRECTOR: VIRGIS W. Management For For
COLBERT
1E. ELECTION OF DIRECTOR: SEAN M. Management For For
CONNOLLY
1F. ELECTION OF DIRECTOR: LAURETTE T. Management For For
KOELLNER
1G. ELECTION OF DIRECTOR: CRAIG P. Management For For
OMTVEDT
1H. ELECTION OF DIRECTOR: SIR IAN PROSSER Management For For
1I. ELECTION OF DIRECTOR: JONATHAN P. Management For For
WARD
1J. ELECTION OF DIRECTOR: JAMES D. WHITE Management For For
2. RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS
INDEPENDENT REGISTERED PUBLIC
ACCOUNTANTS FOR FISCAL 2013.
3. ADVISORY VOTE TO APPROVE EXECUTIVE Management Abstain Against
COMPENSATION.
4. VOTE ON APPROVAL OF THE 2012 LONG- Management Against Against
TERM INCENTIVE STOCK PLAN.
PEET'S COFFEE & TEA, INC.
SECURITY 705560100 MEETING TYPE Special
TICKER SYMBOL PEET MEETING DATE 26-Oct-2012
ISIN US7055601006 AGENDA 933696633 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
1. ADOPT AND APPROVE THE AGREEMENT Management For For
AND PLAN OF MERGER, DATED AS OF JULY
21, 2012, AMONG JAB HOLDINGS BV,
PANTHER MERGER CO. AND PEET'S COFFEE
& TEA, INC. (THE "MERGER AGREEMENT").
2. APPROVE, ON AN ADVISORY BASIS, THE Management Abstain Against
MERGER-RELATED COMPENSATION OF THE
NAMED EXECUTIVE OFFICERS.
3. APPROVE A PROPOSAL TO ADJOURN THE Management For For
SPECIAL MEETING, IF NECESSARY, FOR THE
PURPOSE OF SOLICITING ADDITIONAL
PROXIES TO VOTE IN THE FAVOR OF THE
ADOPTION AND APPROVAL OF THE MERGER
AGREEMENT.
WUXI PHARMATECH (CAYMAN) INC.
SECURITY 929352102 MEETING TYPE Annual
TICKER SYMBOL WX MEETING DATE 06-Nov-2012
ISIN US9293521020 AGENDA 933696936 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
01 XUESONG (JEFF) LENG BE AND HEREBY IS Management For Against
RE-ELECTED AS A DIRECTOR FOR A THREE-
YEAR TERM.
02 ZHAOHUI ZHANG BE AND HEREBY IS RE- Management For Against
ELECTED AS A DIRECTOR FOR A THREE-
YEAR TERM.
03 NING ZHAO BE AND HEREBY IS RE-ELECTED Management For Against
AS A DIRECTOR FOR A THREE-YEAR TERM.
CAMPBELL SOUP COMPANY
SECURITY 134429109 MEETING TYPE Annual
TICKER SYMBOL CPB MEETING DATE 14-Nov-2012
ISIN US1344291091 AGENDA 933694552 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
1 DIRECTOR Management
1 EDMUND M. CARPENTER For For
2 PAUL R. CHARRON For For
3 BENNETT DORRANCE For For
4 LAWRENCE C. KARLSON For For
5 RANDALL W. LARRIMORE For For
6 MARY ALICE D. MALONE For For
7 SARA MATHEW For For
8 DENISE M. MORRISON For For
9 CHARLES R. PERRIN For For
10 A. BARRY RAND For For
11 NICK SHREIBER For For
12 TRACEY T. TRAVIS For For
13 ARCHBOLD D. VAN BEUREN For For
14 LES C. VINNEY For For
15 CHARLOTTE C. WEBER For For
2 RATIFICATION OF APPOINTMENT OF THE Management For For
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM.
3 ADVISORY VOTE ON EXECUTIVE Management Abstain Against
COMPENSATION.
THE HAIN CELESTIAL GROUP, INC.
SECURITY 405217100 MEETING TYPE Annual
TICKER SYMBOL HAIN MEETING DATE 15-Nov-2012
ISIN US4052171000 AGENDA 933694324 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
1 DIRECTOR Management
1 IRWIN D. SIMON For For
2 RICHARD C. BERKE For For
3 JACK FUTTERMAN For For
4 MARINA HAHN For For
5 ANDREW R. HEYER For For
6 BRETT ICAHN For For
7 ROGER MELTZER For For
8 SCOTT M. O'NEIL For For
9 DAVID SCHECHTER For For
10 LAWRENCE S. ZILAVY For For
2 TO VOTE, ON AN ADVISORY BASIS, FOR THE Management Abstain Against
COMPENSATION AWARDED TO THE NAMED
EXECUTIVE OFFICERS FOR THE FISCAL
YEAR ENDED JUNE 30, 2012, AS SET FORTH
IN THE PROXY STATEMENT.
3 TO APPROVE THE AMENDMENT OF THE Management Against Against
AMENDED AND RESTATED 2002 LONG TERM
INCENTIVE AND STOCK AWARD PLAN.
4. TO RATIFY THE APPOINTMENT OF ERNST & Management For For
YOUNG LLP TO ACT AS REGISTERED
INDEPENDENT ACCOUNTANTS OF THE
COMPANY FOR THE FISCAL YEAR ENDING
JUNE 30, 2013.
D.E. MASTER BLENDERS 1753 N.V., UTRECHT
SECURITY N2563N109 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 28-Nov-2012
ISIN NL0010157558 AGENDA 704089944 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
1 Open meeting Non-Voting
2 Presentation by the CEO and CFO of the results Non-Voting
for fiscal year 2012
3.1 Adopt financial statements Management For For
3.2 Discuss company's reserves and dividend policy Non-Voting
4.1 Approve discharge of executive directors Management For For
4.2 Approve discharge of non-executive directors Management For For
5.1 Elect G. Picaud as non-executive director Management For For
5.2 Elect R. Zwartendijk as non-executive director Management For For
6 Acquisition of own shares. Extension of the Management For For
authorization of the Board of Directors as the
corporate body authorized to acquire ordinary
shares in the share capital of the Company
7 Other business Non-Voting
8 Close meeting Non-Voting
MEDICIS PHARMACEUTICAL CORPORATION
SECURITY 584690309 MEETING TYPE Special
TICKER SYMBOL MRX MEETING DATE 07-Dec-2012
ISIN US5846903095 AGENDA 933704860 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
1. TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF SEPTEMBER 2, 2012,
BY AND AMONG VALEANT
PHARMACEUTICALS INTERNATIONAL, INC.,
VALEANT PHARMACEUTICALS
INTERNATIONAL, MERLIN MERGER SUB, INC.
AND MEDICIS PHARMACEUTICAL
CORPORATION, AS IT MAY BE AMENDED
FROM TIME TO TIME.
2. TO ADJOURN THE SPECIAL MEETING, IF Management For For
NECESSARY OR APPROPRIATE, INCLUDING
TO SOLICIT ADDITIONAL VOTES IN FAVOR
OF THE PROPOSAL TO ADOPT THE MERGER
AGREEMENT IF THERE ARE INSUFFICIENT
VOTES TO ADOPT THE MERGER
AGREEMENT AT THE TIME OF THE SPECIAL
MEETING.
3. TO APPROVE A NON-BINDING ADVISORY Management Abstain Against
PROPOSAL TO APPROVE THE GOLDEN
PARACHUTE COMPENSATION PAYABLE TO
MEDICIS' NAMED EXECUTIVE OFFICERS IN
CONNECTION WITH THE MERGER.
UNITED NATURAL FOODS, INC.
SECURITY 911163103 MEETING TYPE Annual
TICKER SYMBOL UNFI MEETING DATE 12-Dec-2012
ISIN US9111631035 AGENDA 933700862 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
1A. ELECTION OF DIRECTOR: PETER ROY Management For For
1B. ELECTION OF DIRECTOR: RICHARD J. Management For For
SCHNIEDERS
2. RATIFICATION OF THE SELECTION OF KPMG Management For For
LLP AS OUR INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE FISCAL
YEAR ENDING AUGUST 3, 2013.
3. ADVISORY APPROVAL OF THE COMPANY'S Management Abstain Against
EXECUTIVE COMPENSATION.
4. APPROVAL OF THE UNITED NATURAL Management For For
FOODS, INC. 2012 EQUITY INCENTIVE PLAN.
5. THE STOCKHOLDER PROPOSAL IF Shareholder Against For
PROPERLY PRESENTED AT THE ANNUAL
MEETING.
METROPOLITAN HEALTH NETWORKS, INC.
SECURITY 592142103 MEETING TYPE Special
TICKER SYMBOL MDF MEETING DATE 21-Dec-2012
ISIN US5921421039 AGENDA 933713376 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
1. TO ADOPT AND APPROVE THE AGREEMENT Management For For
AND PLAN OF MERGER, AMONG HUMANA
INC. MINER ACQUISITION SUBSIDIARY, INC.,
A WHOLLY-OWNED SUBSIDIARY OF
HUMANA, INC., AND METROPOLITAN HEALTH
NETWORKS, INC., PURSUANT TO WHICH
METROPOLITAN HEALTH NETWORKS, INC.,
WILL BECOME A WHOLLY-OWNED
SUBSIDIARY OF HUMANA, INC. WHICH IS
REFERRED TO AS THE MERGER, AND TO
APPROVE THE MERGER.
2. A PROPOSAL TO APPROVE AN Management For For
ADJOURNMENT OF THE METROPOLITAN
SPECIAL MEETING, IF NECESSARY, TO
SOLICIT ADDITIONAL PROXIES IN FAVOR OF
THE FOREGOING PROPOSAL.
3. A PROPOSAL TO APPROVE, ON AN Management Abstain Against
ADVISORY (NON-BINDING) BASIS, THE
"GOLDEN PARACHUTE" COMPENSATION
PAYMENTS THAT WILL OR MAY BE PAID BY
METROPOLITAN TO ITS NAMED EXECUTIVE
OFFICERS IN CONNECTION WITH THE
MERGER.
SUNRISE SENIOR LIVING, INC.
SECURITY 86768K106 MEETING TYPE Special
TICKER SYMBOL SRZ MEETING DATE 07-Jan-2013
ISIN US86768K1060 AGENDA 933717348 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
1. TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF AUGUST 21, 2012,
BY AND AMONG SUNRISE SENIOR LIVING,
INC. ("SUNRISE"), HEALTH CARE REIT, INC.,
BREWER HOLDCO, INC., BREWER HOLDCO
SUB, INC. AND RED FOX, INC., ALL AS MORE
FULLY DESCRIBED IN THE PROXY
STATEMENT.
2. TO APPROVE AN ADVISORY, NONBINDING Management Abstain Against
VOTE REGARDING THE COMPENSATION
THAT MAY BE PAID OR BECOME PAYABLE
TO SUNRISE NAMED EXECUTIVE OFFICERS
THAT IS BASED ON OR OTHERWISE
RELATES TO THE MERGER.
3. TO APPROVE THE ADJOURNMENT OR Management For For
POSTPONEMENT OF THE SPECIAL MEETING
TO A LATER DATE OR TIME, IF NECESSARY
OR APPROPRIATE IN THE VIEW OF THE
SUNRISE BOARD OF DIRECTORS, TO
SOLICIT ADDITIONAL PROXIES IN FAVOR OF
THE PROPOSAL TO ADOPT THE MERGER
AGREEMENT IF THERE ARE INSUFFICIENT
VOTES AT THE TIME OF THE SPECIAL
MEETING OR ANY ADJOURNMENT OR
POSTPONEMENT THEREOF.
WALGREEN CO.
SECURITY 931422109 MEETING TYPE Annual
TICKER SYMBOL WAG MEETING DATE 09-Jan-2013
ISIN US9314221097 AGENDA 933713465 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
1A. ELECTION OF DIRECTOR: JANICE M. BABIAK Management For For
1B. ELECTION OF DIRECTOR: DAVID J. BRAILER Management For For
1C. ELECTION OF DIRECTOR: STEVEN A. DAVIS Management For For
1D. ELECTION OF DIRECTOR: WILLIAM C. FOOTE Management For For
1E. ELECTION OF DIRECTOR: MARK P. Management For For
FRISSORA
1F. ELECTION OF DIRECTOR: GINGER L. Management For For
GRAHAM
1G. ELECTION OF DIRECTOR: ALAN G. MCNALLY Management For For
1H. ELECTION OF DIRECTOR: DOMINIC P. Management For For
MURPHY
1I. ELECTION OF DIRECTOR: STEFANO Management For For
PESSINA
1J. ELECTION OF DIRECTOR: NANCY M. Management For For
SCHLICHTING
1K. ELECTION OF DIRECTOR: ALEJANDRO SILVA Management For For
1L. ELECTION OF DIRECTOR: JAMES A. Management For For
SKINNER
1M. ELECTION OF DIRECTOR: GREGORY D. Management For For
WASSON
2. ADVISORY VOTE TO APPROVE NAMED Management Abstain Against
EXECUTIVE OFFICER COMPENSATION.
3. APPROVAL OF THE WALGREEN CO. 2013 Management Against Against
OMNIBUS INCENTIVE PLAN.
4. RATIFY THE APPOINTMENT OF DELOITTE & Management For For
TOUCHE LLP AS WALGREEN CO.'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM.
5. SHAREHOLDER PROPOSAL ON A POLICY Shareholder Against For
REGARDING ACCELERATED VESTING OF
EQUITY AWARDS OF SENIOR EXECUTIVES
UPON A CHANGE IN CONTROL.
CANTEL MEDICAL CORP.
SECURITY 138098108 MEETING TYPE Annual
TICKER SYMBOL CMN MEETING DATE 11-Jan-2013
ISIN US1380981084 AGENDA 933716283 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
1. DIRECTOR Management
1 CHARLES M. DIKER For For
2 ALAN R. BATKIN For For
3 ANN E. BERMAN For For
4 JOSEPH M. COHEN For For
5 MARK N. DIKER For For
6 GEORGE L. FOTIADES For For
7 ALAN J. HIRSCHFIELD For For
8 ANDREW A. KRAKAUER For For
9 PETER J. PRONOVOST For For
10 BRUCE SLOVIN For For
2. APPROVE AN AMENDMENT TO THE Management For For
COMPANY'S CERTIFICATE OF
INCORPORATION TO INCREASE THE
NUMBER OF AUTHORIZED SHARES OF
COMMON STOCK FROM 30,000,000 TO
75,000,000.
3. ADVISORY VOTE TO APPROVE NAMED Management Abstain Against
EXECUTIVE OFFICER COMPENSATION.
4. RATIFY THE SELECTION OF ERNST & Management For For
YOUNG LLP AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR ENDING JULY 31,
2013.
NUTRACEUTICAL INTERNATIONAL CORPORATION
SECURITY 67060Y101 MEETING TYPE Annual
TICKER SYMBOL NUTR MEETING DATE 28-Jan-2013
ISIN US67060Y1010 AGENDA 933721525 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
1. DIRECTOR Management
1 FRANK W. GAY II For For
2 GREGORY M. BENSON For For
2. RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE
COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE FISCAL
YEAR ENDING SEPTEMBER 30, 2013.
3. APPROVAL OF THE NUTRACEUTICAL Management Against Against
INTERNATIONAL CORPORATION 2013 LONG-
TERM EQUITY INCENTIVE PLAN.
4. ADVISORY VOTE TO APPROVE NAMED Management Abstain Against
EXECUTIVE OFFICER COMPENSATION.
BECTON, DICKINSON AND COMPANY
SECURITY 075887109 MEETING TYPE Annual
TICKER SYMBOL BDX MEETING DATE 29-Jan-2013
ISIN US0758871091 AGENDA 933718756 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
1A. ELECTION OF DIRECTOR: BASIL L. Management For For
ANDERSON
1B. ELECTION OF DIRECTOR: HENRY P. Management For For
BECTON, JR.
1C. ELECTION OF DIRECTOR: CATHERINE M. Management For For
BURZIK
1D. ELECTION OF DIRECTOR: EDWARD F. Management For For
DEGRAAN
1E. ELECTION OF DIRECTOR: VINCENT A. Management For For
FORLENZA
1F. ELECTION OF DIRECTOR: CLAIRE M. Management For For
FRASER
1G. ELECTION OF DIRECTOR: CHRISTOPHER Management For For
JONES
1H. ELECTION OF DIRECTOR: MARSHALL O. Management For For
LARSEN
1I. ELECTION OF DIRECTOR: ADEL A.F. Management For For
MAHMOUD
1J. ELECTION OF DIRECTOR: GARY A. Management For For
MECKLENBURG
1K. ELECTION OF DIRECTOR: JAMES F. ORR Management For For
1L. ELECTION OF DIRECTOR: WILLARD J. Management For For
OVERLOCK, JR.
1M. ELECTION OF DIRECTOR: REBECCA W. Management For For
RIMEL
1N. ELECTION OF DIRECTOR: BERTRAM L. Management For For
SCOTT
1O. ELECTION OF DIRECTOR: ALFRED SOMMER Management For For
2. RATIFICATION OF SELECTION OF Management For For
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM.
3. ADVISORY VOTE TO APPROVE NAMED Management Abstain Against
EXECUTIVE OFFICER COMPENSATION.
4. AMENDMENT TO THE COMPANY'S Management Against Against
RESTATED CERTIFICATE OF
INCORPORATION.
5. AMENDMENTS TO THE 2004 EMPLOYEE AND Management Against Against
DIRECTOR EQUITY-BASED COMPENSATION
PLAN.
RALCORP HOLDINGS, INC.
SECURITY 751028101 MEETING TYPE Special
TICKER SYMBOL RAH MEETING DATE 29-Jan-2013
ISIN US7510281014 AGENDA 933723543 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
1. TO APPROVE THE AGREEMENT AND PLAN Management For For
OF MERGER, DATED AS OF NOVEMBER 26,
2012, AMONG RALCORP HOLDINGS, INC.,
CONAGRA FOODS, INC. AND PHOENIX
ACQUISITION SUB INC., A WHOLLY OWNED
SUBSIDIARY OF CONAGRA FOODS, INC., AS
IT MAY BE AMENDED FROM TIME TO TIME,
PURSUANT TO WHICH PHOENIX
ACQUISITION SUB INC. WILL MERGE WITH
AND INTO RALCORP HOLDINGS, INC.
2. TO APPROVE, ON AN ADVISORY (NON- Management Abstain Against
BINDING) BASIS, THE COMPENSATION THAT
MAY BE PAID OR BECOME PAYABLE TO
RALCORP HOLDINGS, INC.'S NAMED
EXECUTIVE OFFICERS THAT IS BASED ON
OR OTHERWISE RELATES TO THE MERGER
OF PHOENIX ACQUISITION SUB INC. WITH
AND INTO RALCORP HOLDINGS, INC.
3. TO APPROVE THE ADJOURNMENT OF THE Management For For
SPECIAL MEETING TO A LATER DATE OR
TIME, IF NECESSARY OR APPROPRIATE, TO
SOLICIT ADDITIONAL PROXIES IN THE
EVENT THERE ARE INSUFFICIENT VOTES AT
THE TIME OF THE SPECIAL MEETING OR
ANY ADJOURNMENT OR POSTPONEMENT
THEREOF TO APPROVE PROPOSAL 1.
POST HLDGS INC
SECURITY 737446104 MEETING TYPE Annual
TICKER SYMBOL POST MEETING DATE 31-Jan-2013
ISIN US7374461041 AGENDA 933721791 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
1. DIRECTOR Management
1 GREGORY L. CURL For For
2 WILLIAM H. DANFORTH For For
3 DAVID P. SKARIE For For
2. APPROVAL OF AMENDMENT TO 2012 POST Management For For
HOLDINGS, INC. LONG-TERM INCENTIVE
PLAN.
3. RATIFICATION OF Management For For
PRICEWATERHOUSECOOPERS LLP AS
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING SEPTEMBER 30, 2013.
4. ADVISORY VOTE ON EXECUTIVE Management Abstain Against
COMPENSATION.
5. ADVISORY VOTE ON THE FREQUENCY OF Management Abstain Against
FUTURE ADVISORY VOTES ON EXECUTIVE
COMPENSATION.
ROCHESTER MEDICAL CORPORATION
SECURITY 771497104 MEETING TYPE Annual
TICKER SYMBOL ROCM MEETING DATE 31-Jan-2013
ISIN US7714971048 AGENDA 933723757 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
1. DIRECTOR Management
1 DARNELL L. BOEHM For For
2 ANTHONY J. CONWAY For For
3 DAVID A. JONAS For For
4 PETER H. SHEPARD For For
5 RICHARD W. KRAMP For For
2. RATIFICATION OF SELECTION OF GRANT Management For For
THORNTON LLP AS INDEPENDENT AUDITOR
FOR THE FISCAL YEAR ENDING SEPTEMBER
30, 2013.
3. ADVISORY APPROVAL, BY NON-BINDING Management Abstain Against
VOTE, OF EXECUTIVE COMPENSATION AS
DISCLOSED IN THE PROXY STATEMENT.
YM BIOSCIENCES INC.
SECURITY 984238105 MEETING TYPE Special
TICKER SYMBOL YMI MEETING DATE 31-Jan-2013
ISIN CA9842381050 AGENDA 933724608 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
01 THE SPECIAL RESOLUTION (THE Management For For
"ARRANGEMENT RESOLUTION"), THE FULL
TEXT OF WHICH IS ATTACHED AS
SCHEDULE B TO THE MANAGEMENT PROXY
CIRCULAR DATED DECEMBER 31, 2012,
WITH OR WITHOUT VARIATION, APPROVING
AN ARRANGEMENT UNDER SECTION 130 OF
THE COMPANIES ACT (NOVA SCOTIA)
BETWEEN THE COMPANY, ITS
SHAREHOLDERS, GILEAD SCIENCES, INC.
AND 3268218 NOVA SCOTIA LIMITED (THE
"PURCHASER") PURSUANT TO WHICH,
AMONG OTHER THINGS, THE PURCHASER
WILL ACQUIRE ALL OF THE ISSUED AND
OUTSTANDING COMMON SHARES OF THE
COMPANY AT A PRICE OF U.S.$2.95 PER
COMMON SHARE IN CASH.
INGLES MARKETS, INCORPORATED
SECURITY 457030104 MEETING TYPE Annual
TICKER SYMBOL IMKTA MEETING DATE 12-Feb-2013
ISIN US4570301048 AGENDA 933722010 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
1. DIRECTOR Management
1 FRED D. AYERS For For
2 JOHN O. POLLARD For For
2. RATIFICATION OF DELOITTE & TOUCHE LLP Management For For
AS INDEPENDENT PUBLIC ACCOUNTING
FIRM FOR THE FISCAL YEAR ENDING
SEPTEMBER 28, 2013.
3. STOCKHOLDER PROPOSAL CONCERNING Shareholder Against For
EQUAL SHAREHOLDER VOTING.
AMERISOURCEBERGEN CORPORATION
SECURITY 03073E105 MEETING TYPE Annual
TICKER SYMBOL ABC MEETING DATE 28-Feb-2013
ISIN US03073E1055 AGENDA 933725890 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
1.1 ELECTION OF DIRECTOR: STEVEN H. COLLIS Management For For
1.2 ELECTION OF DIRECTOR: DOUGLAS R. Management For For
CONANT
1.3 ELECTION OF DIRECTOR: RICHARD W. Management For For
GOCHNAUER
1.4 ELECTION OF DIRECTOR: RICHARD C. Management For For
GOZON
1.5 ELECTION OF DIRECTOR: EDWARD E. Management For For
HAGENLOCKER
1.6 ELECTION OF DIRECTOR: KATHLEEN W. Management For For
HYLE
1.7 ELECTION OF DIRECTOR: MICHAEL J. LONG Management For For
1.8 ELECTION OF DIRECTOR: HENRY W. MCGEE Management For For
2. RATIFICATION OF APPOINTMENT OF Management For For
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM.
3. ADVISORY VOTE TO APPROVE NAMED Management Abstain Against
EXECUTIVE OFFICER COMPENSATION.
WHOLE FOODS MARKET, INC.
SECURITY 966837106 MEETING TYPE Annual
TICKER SYMBOL WFM MEETING DATE 15-Mar-2013
ISIN US9668371068 AGENDA 933728923 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
1. DIRECTOR Management
1 DR. JOHN ELSTROTT For For
2 GABRIELLE GREENE For For
3 SHAHID (HASS) HASSAN For For
4 STEPHANIE KUGELMAN For For
5 JOHN MACKEY For For
6 WALTER ROBB For For
7 JONATHAN SEIFFER For For
8 MORRIS (MO) SIEGEL For For
9 JONATHAN SOKOLOFF For For
10 DR. RALPH SORENSON For For
11 W. (KIP) TINDELL, III For For
2. TO RATIFY THE APPOINTMENT OF ERNST & Management For For
YOUNG LLP AS INDEPENDENT AUDITOR FOR
THE COMPANY FOR THE FISCAL YEAR
ENDING SEPTEMBER 29, 2013.
3. TO CONDUCT AN ADVISORY VOTE TO Management Abstain Against
APPROVE THE COMPENSATION OF THE
NAMED EXECUTIVE OFFICERS.
4. TO RATIFY THE AMENDMENT OF THE Management Against Against
COMPANY'S 2009 STOCK INCENTIVE PLAN
TO INCREASE THE NUMBER OF SHARES OF
COMMON STOCK AUTHORIZED FOR
ISSUANCE PURSUANT TO SUCH PLAN BY AN
ADDITIONAL 14.5 MILLION SHARES AND
INCREASE THE NUMBER OF SHARES BY
WHICH THE PLAN POOL IS REDUCED FOR
EACH FULL VALUE AWARD FROM 2 TO 2.25.
5. SHAREHOLDER PROPOSAL REGARDING Shareholder Against For
EXTENDED PRODUCER RESPONSIBILITY
FOR POST-CONSUMER PRODUCT
PACKAGING.
6. SHAREHOLDER PROPOSAL TO REQUIRE Shareholder Against For
THE COMPANY TO HAVE, WHENEVER
POSSIBLE, AN INDEPENDENT CHAIRMAN OF
THE BOARD WHO HAS NOT PREVIOUSLY
SERVED AS AN EXECUTIVE OFFICER OF THE
COMPANY.
COVIDIEN PLC
SECURITY G2554F113 MEETING TYPE Annual
TICKER SYMBOL COV MEETING DATE 20-Mar-2013
ISIN IE00B68SQD29 AGENDA 933727779 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
1A) ELECTION OF DIRECTOR: JOSE E. ALMEIDA Management For For
1B) ELECTION OF DIRECTOR: JOY A. Management For For
AMUNDSON
1C) ELECTION OF DIRECTOR: CRAIG ARNOLD Management For For
1D) ELECTION OF DIRECTOR: ROBERT H. BRUST Management For For
1E) ELECTION OF DIRECTOR: JOHN M. Management For For
CONNORS, JR.
1F) ELECTION OF DIRECTOR: CHRISTOPHER J. Management For For
COUGHLIN
1G) ELECTION OF DIRECTOR: RANDALL J. Management For For
HOGAN, III
1H) ELECTION OF DIRECTOR: MARTIN D. Management For For
MADAUS
1I) ELECTION OF DIRECTOR: DENNIS H. Management For For
REILLEY
1J) ELECTION OF DIRECTOR: JOSEPH A. Management For For
ZACCAGNINO
2 APPOINT THE INDEPENDENT AUDITORS AND Management For For
AUTHORIZE THE AUDIT COMMITTEE TO SET
THE AUDITORS' REMUNERATION.
3 ADVISORY VOTE ON EXECUTIVE Management Abstain Against
COMPENSATION.
4 APPROVE THE AMENDED AND RESTATED Management Against Against
COVIDIEN STOCK AND INCENTIVE PLAN.
5 AUTHORIZE THE COMPANY AND/OR ANY Management For For
SUBSIDIARY TO MAKE MARKET PURCHASES
OF COMPANY SHARES.
S6 AUTHORIZE THE PRICE RANGE AT WHICH Management For For
THE COMPANY CAN REISSUE SHARES IT
HOLDS AS TREASURY SHARES.
S7 AMEND ARTICLES OF ASSOCIATION TO Management For For
EXPAND THE AUTHORITY TO EXECUTE
INSTRUMENTS OF TRANSFER.
8 ADVISORY VOTE ON THE CREATION OF Management For For
MALLINCKRODT DISTRIBUTABLE RESERVES.
THE COOPER COMPANIES, INC.
SECURITY 216648402 MEETING TYPE Annual
TICKER SYMBOL COO MEETING DATE 21-Mar-2013
ISIN US2166484020 AGENDA 933732770 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
1A. ELECTION OF DIRECTOR: A. THOMAS Management For For
BENDER
1B. ELECTION OF DIRECTOR: MICHAEL H. Management For For
KALKSTEIN
1C. ELECTION OF DIRECTOR: JODY S. LINDELL Management For For
1D. ELECTION OF DIRECTOR: GARY S. Management For For
PETERSMEYER
1E. ELECTION OF DIRECTOR: DONALD PRESS Management For For
1F. ELECTION OF DIRECTOR: STEVEN Management For For
ROSENBERG
1G. ELECTION OF DIRECTOR: ALLAN E. Management For For
RUBENSTEIN, M.D.
1H. ELECTION OF DIRECTOR: ROBERT S. WEISS Management For For
1I. ELECTION OF DIRECTOR: STANLEY Management For For
ZINBERG, M.D.
2. RATIFICATION OF THE APPOINTMENT OF Management For For
KPMG LLP AS THE INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE COOPER COMPANIES, INC. FOR
THE FISCAL YEAR ENDING OCTOBER 31,
2013.
3. AN ADVISORY VOTE ON THE Management Abstain Against
COMPENSATION OF OUR NAMED
EXECUTIVE OFFICERS AS PRESENTED IN
THE PROXY STATEMENT.
NESTLE SA, CHAM UND VEVEY
SECURITY H57312649 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 11-Apr-2013
ISIN CH0038863350 AGENDA 704321532 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
CMMT BLOCKING OF REGISTERED SHARES IS NOT Non-Voting
A LEGAL REQUIREMENT IN THE SWISS
MARKET,-SPECIFIC POLICIES AT THE
INDIVIDUAL SUB-CUSTODIANS MAY VARY.
UPON RECEIPT OF T-HE VOTING
INSTRUCTION, IT IS POSSIBLE THAT A
MARKER MAY BE PLACED ON YOUR SHAR-
ES TO ALLOW FOR RECONCILIATION AND
RE-REGISTRATION FOLLOWING A TRADE. IF
YOU H-AVE CONCERNS REGARDING YOUR
ACCOUNTS, PLEASE CONTACT YOUR
CLIENT SERVICE REPRE-SENTATIVE.
CMMT PLEASE NOTE THAT THIS IS THE PART II OF Non-Voting
THE MEETING NOTICE SENT UNDER
MEETING-151749, INCLUDING THE AGENDA.
TO VOTE IN THE UPCOMING MEETING,
YOUR NAME MUST-BE NOTIFIED TO THE
COMPANY REGISTRAR AS BENEFICIAL
OWNER BEFORE THE RE-REGISTR-ATION
DEADLINE. PLEASE NOTE THAT THOSE
INSTRUCTIONS THAT ARE SUBMITTED
AFTER T-HE CUTOFF DATE WILL BE
PROCESSED ON A BEST EFFORT BASIS.
THANK YOU.
1.1 Approval of the Annual Report, the financial Management No Action
statements of Nestle S.A. and the consolidated
financial statements of the Nestle Group for 2012
1.2 Acceptance of the Compensation Report 2012 Management No Action
(advisory vote)
2 Release of the members of the Board of Management No Action
Directors and of the Management
3 Appropriation of profits resulting from the balance Management No Action
sheet of Nestle S.A. (proposed dividend) for the
financial year 2012
4.1.1 Re-elections to the Board of Directors: Mr. Peter Management No Action
Brabeck-Letmathe
4.1.2 Re-elections to the Board of Directors: Mr. Management No Action
Steven G. Hoch
4.1.3 Re-elections to the Board of Directors: Ms. Titia Management No Action
de Lange
4.1.4 Re-elections to the Board of Directors: Mr. Jean- Management No Action
Pierre Roth
4.2 Election to the Board of Directors Ms. Eva Cheng Management No Action
4.3 Re-election of the statutory auditors KPMG SA, Management No Action
Geneva branch
CMMT IN THE EVENT OF A NEW OR MODIFIED Non-Voting
PROPOSAL BY A SHAREHOLDER DURING
THE GENERAL-MEETING, I INSTRUCT THE
INDEPENDENT REPRESENTATIVE TO VOTE
ACCORDING TO THE F-OLLOWING
INSTRUCTION: 1 OPTION EITHER 5.A, 5.B OR
5.C NEED TO BE INSTRUCTED (W-ITH YES)
TO SHOW, WHICH VOTING OPTION
INVESTOR CHOSE IN THE EVENT OF NEW
OR MO-DIFIED PROPOSALS
5.A MANAGEMENT RECOMMENDS A FOR VOTE Shareholder No Action
ON THIS PROPOSAL: Vote in accordance with
the proposal of the Board of Directors
5.B Vote against the proposal of the Board of Shareholder No Action
Directors
5.C Abstain Shareholder No Action
WHITEWAVE FOODS COMPANY
SECURITY 966244105 MEETING TYPE Annual
TICKER SYMBOL WWAV MEETING DATE 17-Apr-2013
ISIN US9662441057 AGENDA 933755780 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
1.1 RE-ELECTION OF DIRECTOR FOR A 3-YEAR Management For For
TERM: STEPHEN L. GREEN
1.2 RE-ELECTION OF DIRECTOR FOR A 3-YEAR Management For For
TERM: MICHELLE P. GOOLSBY
2. PROPOSAL TO APPROVE THE WHITEWAVE Management Abstain Against
FOODS COMPANY 2012 STOCK INCENTIVE
PLAN.
3. PROPOSAL TO APPROVE, ON AN ADVISORY Management Abstain Against
BASIS, OUR EXECUTIVE COMPENSATION.
4. PROPOSAL TO APPROVE, ON AN ADVISORY Management Abstain Against
BASIS, THE FREQUENCY OF HOLDING AN
ADVISORY STOCKHOLDER VOTE TO
APPROVE OUR EXECUTIVE COMPENSATION.
5. PROPOSAL TO RATIFY THE SELECTION OF Management For For
DELOITTE & TOUCHE LLP AS OUR
INDEPENDENT AUDITOR FOR 2013.
GERRESHEIMER AG, DUESSELDORF
SECURITY D2852S109 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 18-Apr-2013
ISIN DE000A0LD6E6 AGENDA 704316137 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
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
(WHPG). 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.
THANK YOU.
PLEASE NOTE THAT THE TRUE RECORD Non-Voting
DATE FOR THIS MEETING IS 28 MAR 2013 ,
WHERE-AS THE MEETING HAS BEEN SETUP
USING THE ACTUAL RECORD DATE - 1
BUSINESS DAY. THIS IS DONE TO ENSURE
THAT ALL POSITIONS REPORTED ARE IN
CONCURRENCE WITH THE-GERMAN LAW.
THANK YOU.
COUNTER PROPOSALS MAY BE SUBMITTED Non-Voting
UNTIL 03 APR 2013. FURTHER INFORMATION
ON C-OUNTER PROPOSALS CAN BE 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 IN
THE BALLOT ON PROXYEDGE.
1. Presentation of the adopted Annual Financial Non-Voting
Statements of Gerresheimer AG and-the
approved Consolidated Financial Statements,
both as of November 30, 2012,-the Combined
Management Report of Gerresheimer AG and the
Group, including the explanatory Report of the
Management Board on the statements according
to sections 289 (4), 289 (5) and 315 (4) of the
German Commercial Code (HGB), as well as the
Report of the Supervisory Board for the financial
year 2012 (December 1, 2011 - November 30,
2012)
2. Resolution on appropriation of the retained Management No Action
earnings of Gerresheimer AG
3. Resolution on formal approval of the actions of Management No Action
the Management Board
4. Resolution on formal approval of the actions of Management No Action
the members of the Supervisory Board
5. Appointment of auditors for the 2013 financial Management No Action
year: Deloitte + Touche GmbH, Dusseldorf
PARMALAT SPA, COLLECCHIO
SECURITY T7S73M107 MEETING TYPE MIX
TICKER SYMBOL MEETING DATE 22-Apr-2013
ISIN IT0003826473 AGENDA 704370864 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
CMMT PLEASE NOTE THAT THE ITALIAN Non-Voting
LANGUAGE AGENDA IS AVAILABLE BY
CLICKING ON THE U-RL LINK:
https://materials.proxyvote.com/Approved/99999
Z/19840101/NPS_158820.P-DF
O.1 Approval of the statement of financial position, Management Abstain Against
income statement and accompanying notes at 31
December, 2012, and the related report on
operations. Motion for the appropriation of the
year's net profit. Review of the report of the board
of statutory auditors. Pertinent and related
resolutions
O.2 Approval of the compensation policy, for the Management Abstain Against
purposes of article 123 ter. paragraph 6, of the
uniform financial code and the 2013 to 2015
three year cash incentive plan for the top
management of Parmalat Group. Integration of
the compensation of the board of directors.
Pertinent and related resolutions
O.3 Award of the assignment pursuant to article 13 of Management For For
legislative decree no. 39 2010. Pertinent and
related resolutions
O.4 Election of two statutory auditors pursuant to Management For For
article 2401 of the Italian civil code and election
of the chairman of the board of statutory auditors.
Pertinent and related resolutions
E.1 Amendments to articles 8, 9, 10, 11, 12, 13, 17, Management For For
18, 21 and abolition of article 31 of the bylaws.
Pertinent and related resolutions
FMC CORPORATION
SECURITY 302491303 MEETING TYPE Annual
TICKER SYMBOL FMC MEETING DATE 23-Apr-2013
ISIN US3024913036 AGENDA 933751629 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
1A. ELECTION OF DIRECTOR TO SERVE IN Management For For
CLASS III FOR A THREE-YEAR TERM: PIERRE
BRONDEAU
1B. ELECTION OF DIRECTOR TO SERVE IN Management For For
CLASS III FOR A THREE-YEAR TERM: DIRK A.
KEMPTHORNE
1C. ELECTION OF DIRECTOR TO SERVE IN Management For For
CLASS III FOR A THREE-YEAR TERM:
ROBERT C. PALLASH
2. RATIFICATION OF THE APPOINTMENT OF Management For For
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM.
3. APPROVAL, BY NON-BINDING VOTE, OF Management Abstain Against
EXECUTIVE COMPENSATION.
4. AMENDMENT OF THE COMPANY'S Management For For
RESTATED CERTIFICATE OF
INCORPORATION TO ELIMINATE THE
CLASSIFICATION OF DIRECTORS.
THE COCA-COLA COMPANY
SECURITY 191216100 MEETING TYPE Annual
TICKER SYMBOL KO MEETING DATE 24-Apr-2013
ISIN US1912161007 AGENDA 933739596 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
1A. ELECTION OF DIRECTOR: HERBERT A. Management For For
ALLEN
1B. ELECTION OF DIRECTOR: RONALD W. ALLEN Management For For
1C. ELECTION OF DIRECTOR: HOWARD G. Management For For
BUFFETT
1D. ELECTION OF DIRECTOR: RICHARD M. Management For For
DALEY
1E. ELECTION OF DIRECTOR: BARRY DILLER Management For For
1F. ELECTION OF DIRECTOR: HELENE D. GAYLE Management For For
1G. ELECTION OF DIRECTOR: EVAN G. Management For For
GREENBERG
1H. ELECTION OF DIRECTOR: ALEXIS M. Management For For
HERMAN
1I. ELECTION OF DIRECTOR: MUHTAR KENT Management For For
1J. ELECTION OF DIRECTOR: ROBERT A. Management For For
KOTICK
1K. ELECTION OF DIRECTOR: MARIA ELENA Management For For
LAGOMASINO
1L. ELECTION OF DIRECTOR: DONALD F. Management For For
MCHENRY
1M. ELECTION OF DIRECTOR: SAM NUNN Management For For
1N. ELECTION OF DIRECTOR: JAMES D. Management For For
ROBINSON III
1O. ELECTION OF DIRECTOR: PETER V. Management For For
UEBERROTH
1P. ELECTION OF DIRECTOR: JACOB Management For For
WALLENBERG
2. RATIFICATION OF THE APPOINTMENT OF Management For For
ERNST & YOUNG LLP AS INDEPENDENT
AUDITORS.
3. ADVISORY VOTE TO APPROVE EXECUTIVE Management Abstain Against
COMPENSATION.
4. APPROVE AN AMENDMENT TO THE Management For For
COMPANY'S BY-LAWS TO PERMIT
SHAREOWNERS TO CALL SPECIAL
MEETINGS.
5. SHAREOWNER PROPOSAL REGARDING A Shareholder Against For
BOARD COMMITTEE ON HUMAN RIGHTS.
HCA HOLDINGS, INC
SECURITY 40412C101 MEETING TYPE Annual
TICKER SYMBOL HCA MEETING DATE 24-Apr-2013
ISIN US40412C1018 AGENDA 933743999 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
1 DIRECTOR Management
1 RICHARD M. BRACKEN For For
2 R. MILTON JOHNSON For For
3 JOHN P. CONNAUGHTON For For
4 KENNETH W. FREEMAN For For
5 THOMAS F. FRIST III For For
6 WILLIAM R. FRIST For For
7 CHRISTOPHER R. GORDON For For
8 JAY O. LIGHT For For
9 GEOFFREY G. MEYERS For For
10 MICHAEL W. MICHELSON For For
11 JAMES C. MOMTAZEE For For
12 STEPHEN G. PAGLIUCA For For
13 WAYNE J. RILEY, M.D. For For
2 TO RATIFY THE APPOINTMENT OF ERNST & Management For For
YOUNG LLP AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE YEAR ENDING DECEMBER 31, 2013
3 ADVISORY VOTE TO APPROVE NAMED Management Abstain Against
EXECUTIVE OFFICER COMPENSATION
CIGNA CORPORATION
SECURITY 125509109 MEETING TYPE Annual
TICKER SYMBOL CI MEETING DATE 24-Apr-2013
ISIN US1255091092 AGENDA 933746022 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
1.1 ELECTION OF DIRECTOR: DAVID M. Management For For
CORDANI
1.2 ELECTION OF DIRECTOR: ISAIAH HARRIS, Management For For
JR.
1.3 ELECTION OF DIRECTOR: JANE E. HENNEY, Management For For
M.D.
1.4 ELECTION OF DIRECTOR: DONNA F. Management For For
ZARCONE
2. RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS, LLP AS
CIGNA'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR 2013.
3. ADVISORY APPROVAL OF CIGNA'S Management Abstain Against
EXECUTIVE COMPENSATION.
4. APPROVAL OF AN AMENDMENT TO THE Management Against Against
CIGNA LONG-TERM INCENTIVE PLAN.
5. CONSIDERATION OF A SHAREHOLDER Shareholder Against For
PROPOSAL ON LOBBYING DISCLOSURE.
CALAVO GROWERS, INC.
SECURITY 128246105 MEETING TYPE Annual
TICKER SYMBOL CVGW MEETING DATE 24-Apr-2013
ISIN US1282461052 AGENDA 933746349 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
1. DIRECTOR Management
1 LECIL E. COLE For For
2 GEORGE H. BARNES For For
3 JAMES D. HELIN For For
4 DONALD M. SANDERS For For
5 MARC L. BROWN For For
6 MICHAEL A. DIGREGORIO For For
7 SCOTT VAN DER KAR For For
8 J. LINK LEAVENS For For
9 D.H. THILLE (MCFARLANE) For For
10 JOHN M. HUNT For For
11 EGIDIO CARBONE, JR. For For
12 HAROLD EDWARDS For For
13 STEVEN HOLLISTER For For
2. RATIFICATION OF APPOINTMENT OF ERNST Management For For
& YOUNG LLP AS INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM OF
CALAVO GROWERS, INC. FOR THE YEAR
ENDING OCTOBER 31, 2013
3. ADVISORY VOTE APPROVING THE Management Abstain Against
EXECUTIVE COMPENSATION DISCLOSED IN
THE ACCOMPANYING PROXY STATEMENT
DANONE SA, PARIS
SECURITY F12033134 MEETING TYPE MIX
TICKER SYMBOL MEETING DATE 25-Apr-2013
ISIN FR0000120644 AGENDA 704294355 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
CMMT PLEASE NOTE IN THE FRENCH MARKET Non-Voting
THAT THE ONLY VALID VOTE OPTIONS ARE
"FOR"-AND "AGAINST" A VOTE OF "ABSTAIN"
WILL BE TREATED AS AN "AGAINST" VOTE.
CMMT THE FOLLOWING APPLIES TO NON- Non-Voting
RESIDENT SHAREOWNERS ONLY: PROXY
CARDS: VOTING-INSTRUCTIONS WILL BE
FORWARDED TO THE GLOBAL CUSTODIANS
ON THE VOTE DEADLINE-DATE. IN CAPACITY
AS REGISTERED INTERMEDIARY, THE
GLOBAL CUSTODIANS WILL SIGN-THE
PROXY CARDS AND FORWARD THEM TO
THE LOCAL CUSTODIAN. IF YOU REQUEST
MORE-INFORMATION, PLEASE CONTACT
YOUR CLIENT REPRESENTATIVE
CMMT PLEASE NOTE THAT IMPORTANT Non-Voting
ADDITIONAL MEETING INFORMATION IS
AVAILABLE BY-CLICKING ON THE MATERIAL
URL LINK:-https://balo.journal-
officiel.gouv.fr/pdf/2013/0301/201303011300526.
pdf . PLE-ASE NOTE THAT THIS IS A
REVISION DUE TO ADDITION OF URL LINKS:
https://balo.journal-
officiel.gouv.fr/pdf/2013/0311/201303111300672.
pdf AND https://balo.jour-nal-
officiel.gouv.fr/pdf/2013/0403/201304031301056.
pdf. IF YOU HAVE ALREADY SENT IN YOUR
VOTES, PLEASE DO NOT RETURN THIS
PROXY FORM UNLESS YOU DECIDE TO AM-
END YOUR ORIGINAL INSTRUCTIONS.
THANK YOU.
O.1 Approval of the corporate financial statements for Management For For
the financial year ended December 31, 2012
O.2 Approval of the consolidated financial statements Management For For
for the financial year ended December 31, 2012
O.3 Allocation of income for the financial year ended Management For For
December 31, 2012 and setting the dividend at
EUR 1.45 per share
O.4 Renewal of term of Mr. Franck Riboud as Board Management For For
member
O.5 Renewal of term of Mr. Emmanuel Faber as Management For For
Board member
O.6 Approval of the agreements pursuant to Articles Management For For
L.225-38 et seq. of the Commercial Code
O.7 Approval of the agreements pursuant to Articles Management For For
L.225-38 et seq. of the Commercial Code entered
in by the Company with J.P. Morgan Group
O.8 Approval of the agreements and commitments Management For For
pursuant to Articles L.225-38 and L.225-42-1 of
the Commercial Code regarding Mr. Franck
Riboud
O.9 Approval of the agreements and commitments Management For For
pursuant to Articles L.225-38 and L.225-42-1 of
the Commercial Code regarding Mr. Emmanuel
Faber
O.10 Setting the amount of attendance allowances Management For For
O.11 Authorization to be granted to the Board of Management For For
Directors to purchase, hold or transfer shares of
the Company
E.12 Delegation of authority to the Board of Directors Management For For
to issue ordinary shares and securities giving
access to capital of the Company while
maintaining shareholders' preferential
subscription rights
E.13 Delegation of authority to the Board of Directors Management Against Against
to issue ordinary shares of the Company and
securities giving access to capital of the
Company with cancellation of shareholders'
preferential subscription rights, but with obligation
to grant a priority right
E.14 Delegation of authority to the Board of Directors Management Against Against
to increase the number of issuable securities in
case of capital increase with cancellation of
shareholders' preferential subscription rights
E.15 Delegation of authority to the Board of Directors Management Against Against
to issue ordinary shares and securities giving
access to capital of the Company with
cancellation of shareholders' preferential
subscription rights in case of public exchange
offer initiated by the Company
E.16 Delegation of powers to the Board of Directors to Management Against Against
issue ordinary shares with cancellation of
shareholders' preferential subscription rights, in
consideration for in-kind contributions granted to
the Company and comprised of equity securities
or securities giving access to capital
E.17 Delegation of authority to the Board of Directors Management For For
to increase capital of the Company by
incorporation of reserves, profits, premiums or
other amounts which may be capitalized
E.18 Delegation of authority to the Board of Directors Management Against Against
to decide to carry out capital increases reserved
for employees who are members of a company
savings plan and/or reserved share transfers with
cancellation of shareholders' preferential
subscription rights
E.19 Authorization granted to the Board of Directors to Management Against Against
carry out allocations of Company's shares
existing or to be issued with cancellation of
shareholders' preferential subscription rights
E.20 Authorization granted to the Board of Directors to Management For For
reduce capital by cancellation of shares
E.21 Amendment to Article 5 of the Bylaws of the Management For For
Company in order to extend the term of the
Company
E.22 Amendment to Article 22.II of the Bylaws of the Management For For
Company regarding shareholders representation
E.23 Amendment to Article 24.I of the Bylaws of the Management For For
Company regarding shareholders convening
E.24 Powers to carry out all legal formalities Management For For
HUMANA INC.
SECURITY 444859102 MEETING TYPE Annual
TICKER SYMBOL HUM MEETING DATE 25-Apr-2013
ISIN US4448591028 AGENDA 933738049 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
1A. ELECTION OF DIRECTOR: BRUCE D. Management For For
BROUSSARD
1B. ELECTION OF DIRECTOR: FRANK A. Management For For
D'AMELIO
1C. ELECTION OF DIRECTOR: W. ROY DUNBAR Management For For
1D. ELECTION OF DIRECTOR: KURT J. Management For For
HILZINGER
1E. ELECTION OF DIRECTOR: DAVID A. JONES, Management For For
JR.
1F. ELECTION OF DIRECTOR: MICHAEL B. Management For For
MCCALLISTER
1G. ELECTION OF DIRECTOR: WILLIAM J. Management For For
MCDONALD
1H. ELECTION OF DIRECTOR: WILLIAM E. Management For For
MITCHELL
1I. ELECTION OF DIRECTOR: DAVID B. NASH, Management For For
M.D.
1J. ELECTION OF DIRECTOR: JAMES J. O'BRIEN Management For For
1K. ELECTION OF DIRECTOR: MARISSA T. Management For For
PETERSON
2. THE RATIFICATION OF APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE
COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM.
3. THE APPROVAL OF THE COMPENSATION OF Management Abstain Against
THE NAMED EXECUTIVE OFFICERS AS
DISCLOSED IN THE 2013 PROXY
STATEMENT.
4. STOCKHOLDER PROPOSAL ON POLITICAL Shareholder Against For
CONTRIBUTIONS.
PFIZER INC.
SECURITY 717081103 MEETING TYPE Annual
TICKER SYMBOL PFE MEETING DATE 25-Apr-2013
ISIN US7170811035 AGENDA 933743090 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
1A ELECTION OF DIRECTOR: DENNIS A. Management For For
AUSIELLO
1B ELECTION OF DIRECTOR: M. ANTHONY Management For For
BURNS
1C ELECTION OF DIRECTOR: W. DON Management For For
CORNWELL
1D ELECTION OF DIRECTOR: FRANCES D. Management For For
FERGUSSON
1E ELECTION OF DIRECTOR: WILLIAM H. GRAY, Management For For
III
1F ELECTION OF DIRECTOR: HELEN H. HOBBS Management For For
1G ELECTION OF DIRECTOR: CONSTANCE J. Management For For
HORNER
1H ELECTION OF DIRECTOR: JAMES M. KILTS Management For For
1I ELECTION OF DIRECTOR: GEORGE A. Management For For
LORCH
1J ELECTION OF DIRECTOR: SUZANNE NORA Management For For
JOHNSON
1K ELECTION OF DIRECTOR: IAN C. READ Management For For
1L ELECTION OF DIRECTOR: STEPHEN W. Management For For
SANGER
1M ELECTION OF DIRECTOR: MARC TESSIER- Management For For
LAVIGNE
2 RATIFY THE SELECTION OF KPMG LLP AS Management For For
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2013
3 ADVISORY APPROVAL OF EXECUTIVE Management Abstain Against
COMPENSATION
4 SHAREHOLDER PROPOSAL REGARDING Shareholder Against For
EXECUTIVE EQUITY RETENTION
5 SHAREHOLDER PROPOSAL REGARDING Shareholder Against For
ACTION BY WRITTEN CONSENT
JOHNSON & JOHNSON
SECURITY 478160104 MEETING TYPE Annual
TICKER SYMBOL JNJ MEETING DATE 25-Apr-2013
ISIN US4781601046 AGENDA 933745068 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
1A. ELECTION OF DIRECTOR: MARY SUE Management For For
COLEMAN
1B. ELECTION OF DIRECTOR: JAMES G. CULLEN Management For For
1C. ELECTION OF DIRECTOR: IAN E.L. DAVIS Management For For
1D. ELECTION OF DIRECTOR: ALEX GORSKY Management For For
1E. ELECTION OF DIRECTOR: MICHAEL M.E. Management For For
JOHNS
1F. ELECTION OF DIRECTOR: SUSAN L. Management For For
LINDQUIST
1G. ELECTION OF DIRECTOR: ANNE M. Management For For
MULCAHY
1H. ELECTION OF DIRECTOR: LEO F. MULLIN Management For For
1I. ELECTION OF DIRECTOR: WILLIAM D. PEREZ Management For For
1J. ELECTION OF DIRECTOR: CHARLES PRINCE Management For For
1K. ELECTION OF DIRECTOR: A. EUGENE Management For For
WASHINGTON
1L. ELECTION OF DIRECTOR: RONALD A. Management For For
WILLIAMS
2. ADVISORY VOTE TO APPROVE NAMED Management Abstain Against
EXECUTIVE OFFICER COMPENSATION
3. RATIFICATION OF APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2013
4. SHAREHOLDER PROPOSAL - EXECUTIVES Shareholder Against For
TO RETAIN SIGNIFICANT STOCK
5. SHAREHOLDER PROPOSAL ON POLITICAL Shareholder Against For
CONTRIBUTIONS AND CORPORATE VALUES
6. SHAREHOLDER PROPOSAL ON Shareholder Against For
INDEPENDENT BOARD CHAIRMAN
ABBOTT LABORATORIES
SECURITY 002824100 MEETING TYPE Annual
TICKER SYMBOL ABT MEETING DATE 26-Apr-2013
ISIN US0028241000 AGENDA 933743672 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
1. DIRECTOR Management
1 R.J. ALPERN For For
2 R.S. AUSTIN For For
3 S.E. BLOUNT For For
4 W.J. FARRELL For For
5 E.M. LIDDY For For
6 N. MCKINSTRY For For
7 P.N. NOVAKOVIC For For
8 W.A. OSBORN For For
9 S.C. SCOTT III For For
10 G.F. TILTON For For
11 M.D. WHITE For For
2. RATIFICATION OF DELOITTE & TOUCHE LLP Management For For
AS AUDITORS
3. SAY ON PAY - AN ADVISORY VOTE TO Management Abstain Against
APPROVE EXECUTIVE COMPENSATION
4. SHAREHOLDER PROPOSAL - GENETICALLY Shareholder Against For
MODIFIED INGREDIENTS
5. SHAREHOLDER PROPOSAL - LOBBYING Shareholder Against For
DISCLOSURE
6. SHAREHOLDER PROPOSAL - INDEPENDENT Shareholder Against For
BOARD CHAIR
7. SHAREHOLDER PROPOSAL - EQUITY Shareholder Against For
RETENTION AND HEDGING
8. SHAREHOLDER PROPOSAL - INCENTIVE Shareholder Against For
COMPENSATION
9. SHAREHOLDER PROPOSAL - ACCELERATED Shareholder Against For
VESTING OF AWARDS UPON CHANGE IN
CONTROL
KELLOGG COMPANY
SECURITY 487836108 MEETING TYPE Annual
TICKER SYMBOL K MEETING DATE 26-Apr-2013
ISIN US4878361082 AGENDA 933745157 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
1. DIRECTOR Management
1 GORDON GUND For For
2 MARY LASCHINGER For For
3 A. MCLAUGHLIN KOROLOGOS For For
4 CYNTHIA MILLIGAN For For
2. ADVISORY RESOLUTION TO APPROVE Management Abstain Against
EXECUTIVE COMPENSATION.
3. APPROVAL OF THE KELLOGG COMPANY Management Against Against
2013 LONG-TERM INCENTIVE PLAN.
4. RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS
KELLOGG'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR FISCAL
YEAR 2013.
5. SHAREOWNER PROPOSAL, IF PROPERLY Shareholder Against For
PRESENTED AT THE MEETING, TO REPEAL
CLASSIFIED BOARD.
OWENS & MINOR, INC.
SECURITY 690732102 MEETING TYPE Annual
TICKER SYMBOL OMI MEETING DATE 26-Apr-2013
ISIN US6907321029 AGENDA 933745210 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
1. DIRECTOR Management
1 RICHARD E. FOGG For For
2 JOHN W. GERDELMAN For For
3 LEMUEL E. LEWIS For For
4 MARTHA H. MARSH For For
5 EDDIE N. MOORE, JR. For For
6 JAMES E. ROGERS For For
7 ROBERT C. SLEDD For For
8 CRAIG R. SMITH For For
9 ANNE MARIE WHITTEMORE For For
2. VOTE TO RATIFY KPMG LLP AS THE Management For For
COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR 2013.
3. ADVISORY VOTE ON EXECUTIVE Management Abstain Against
COMPENSATION.
ALLERGAN, INC.
SECURITY 018490102 MEETING TYPE Annual
TICKER SYMBOL AGN MEETING DATE 30-Apr-2013
ISIN US0184901025 AGENDA 933747618 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
1A ELECTION OF DIRECTOR: DAVID E.I. PYOTT Management For For
1B ELECTION OF DIRECTOR: MICHAEL R. Management For For
GALLAGHER
1C ELECTION OF DIRECTOR: DEBORAH Management For For
DUNSIRE, M.D.
1D ELECTION OF DIRECTOR: DAWN HUDSON Management For For
1E ELECTION OF DIRECTOR: TREVOR M. Management For For
JONES, PH.D.
1F ELECTION OF DIRECTOR: LOUIS J. LAVIGNE, Management For For
JR.
1G ELECTION OF DIRECTOR: PETER J. Management For For
MCDONNELL, M.D.
1H ELECTION OF DIRECTOR: TIMOTHY D. Management For For
PROCTOR
1I ELECTION OF DIRECTOR: RUSSELL T. RAY Management For For
2 RATIFICATION OF THE APPOINTMENT OF Management For For
ERNST & YOUNG LLP AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
3 ADVISORY VOTE ON THE COMPENSATION Management Abstain Against
OF OUR NAMED EXECUTIVE OFFICERS
4 APPROVE THE AMENDMENT AND Management For For
RESTATEMENT OF OUR AMENDED AND
RESTATED CERTIFICATE OF
INCORPORATION
5.1 STOCKHOLDER PROPOSAL #1 - RIGHT TO Shareholder Against For
ACT BY WRITTEN CONSENT
5.2 STOCKHOLDER PROPOSAL #2 - Shareholder Against For
DISCLOSURE OF LOBBYING PRACTICES
STRYKER CORPORATION
SECURITY 863667101 MEETING TYPE Annual
TICKER SYMBOL SYK MEETING DATE 30-Apr-2013
ISIN US8636671013 AGENDA 933750728 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
1A) ELECTION OF DIRECTOR: HOWARD E. COX, Management For For
JR.
1B) ELECTION OF DIRECTOR: SRIKANT M. Management For For
DATAR, PH.D.
1C) ELECTION OF DIRECTOR: ROCH DOLIVEUX, Management For For
DVM
1D) ELECTION OF DIRECTOR: LOUISE L. Management For For
FRANCESCONI
1E) ELECTION OF DIRECTOR: ALLAN C. Management For For
GOLSTON
1F) ELECTION OF DIRECTOR: HOWARD L. Management For For
LANCE
1G) ELECTION OF DIRECTOR: KEVIN A. LOBO Management For For
1H) ELECTION OF DIRECTOR: WILLIAM U. Management For For
PARFET
1I) ELECTION OF DIRECTOR: RONDA E. Management For For
STRYKER
2) RATIFY THE APPOINTMENT OF ERNST & Management For For
YOUNG LLP AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR 2013.
3) APPROVAL, IN AN ADVISORY VOTE, OF THE Management Abstain Against
COMPANY'S NAMED EXECUTIVE OFFICER
COMPENSATION.
H.J. HEINZ COMPANY
SECURITY 423074103 MEETING TYPE Special
TICKER SYMBOL HNZ MEETING DATE 30-Apr-2013
ISIN US4230741039 AGENDA 933766377 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
1. TO APPROVE AND ADOPT THE MERGER Management For For
AGREEMENT DATED AS OF FEBRUARY 13,
2013, AS AMENDED BY THE AMENDMENT TO
AGREEMENT AND PLAN OF MERGER, DATED
AS OF MARCH 4, 2013, AND AS MAY BE
FURTHER AMENDED FROM TIME TO TIME,
AMONG H.J. HEINZ COMPANY, HAWK
ACQUISITION HOLDING CORPORATION AND
HAWK ACQUISITION SUB, INC.
2. TO ADJOURN THE SPECIAL MEETING, IF Management For For
NECESSARY, TO SOLICIT ADDITIONAL
PROXIES IN FAVOR OF THE PROPOSAL TO
APPROVE AND ADOPT THE MERGER
AGREEMENT IF THERE ARE NOT
SUFFICIENT VOTES AT THE TIME OF SUCH
ADJOURNMENT TO APPROVE AND ADOPT
PROPOSAL 1.
3. TO APPROVE, ON A NON-BINDING, Management Abstain Against
ADVISORY BASIS, CERTAIN COMPENSATION
THAT WILL OR MAY BE PAID BY H.J. HEINZ
COMPANY TO ITS NAMED EXECUTIVE
OFFICERS THAT IS BASED ON OR
OTHERWISE RELATES TO THE MERGER.
KERRY GROUP PLC
SECURITY G52416107 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 01-May-2013
ISIN IE0004906560 AGENDA 704383708 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
1 Report and Accounts Management For For
2 Declaration of Dividend Management For For
3 To re-elect Mr Sean Bugler Management For For
4.A To re-elect Mr Denis Buckley Management For For
4.B To re-elect Mr Gerry Behan Management For For
4.C To re-elect Mr Kieran Breen Management For For
4.D To re-elect Mr Denis Carroll Management For For
4.E To re-elect Mr Michael Dowling Management For For
4.F To re-elect Mr Patrick Flahive Management For For
4.G To re-elect Ms Joan Garahy Management For For
4.H To re-elect Mr Flor Healy Management For For
4.I To re-elect Mr James Kenny Management For For
4.J To re-elect Mr Stan McCarthy Management For For
4.K To re-elect Mr Brian Mehigan Management For For
4.L To re-elect Mr Gerard O'Hanlon Management For For
4.M To re-elect Mr Michael Teahan Management For For
4.N To re-elect Mr Philip Toomey Management For For
4.O To re-elect Mr Denis Wallis Management For For
5 Remuneration of Auditors Management For For
6 Remuneration Report Management For For
7 Section 20 Authority Management For For
8 Disapplication of Section 23 Management Against Against
9 To authorise company to make market purchases Management For For
of its own shares
10 Adoption of Kerry Group plc 2013 Long Term Management For For
Incentive Plan
11 To approve the proposed amendment to the Management For For
Articles of Association
PEPSICO, INC.
SECURITY 713448108 MEETING TYPE Annual
TICKER SYMBOL PEP MEETING DATE 01-May-2013
ISIN US7134481081 AGENDA 933748521 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
1A. ELECTION OF DIRECTOR: S.L. BROWN Management For For
1B. ELECTION OF DIRECTOR: G.W. BUCKLEY Management For For
1C. ELECTION OF DIRECTOR: I.M. COOK Management For For
1D. ELECTION OF DIRECTOR: D. DUBLON Management For For
1E. ELECTION OF DIRECTOR: V.J. DZAU Management For For
1F. ELECTION OF DIRECTOR: R.L. HUNT Management For For
1G. ELECTION OF DIRECTOR: A. IBARGUEN Management For For
1H. ELECTION OF DIRECTOR: I.K. NOOYI Management For For
1I. ELECTION OF DIRECTOR: S.P. Management For For
ROCKEFELLER
1J. ELECTION OF DIRECTOR: J.J. SCHIRO Management For For
1K. ELECTION OF DIRECTOR: L.G. TROTTER Management For For
1L. ELECTION OF DIRECTOR: D. VASELLA Management For For
1M. ELECTION OF DIRECTOR: A. WEISSER Management For For
2. RATIFY THE APPOINTMENT OF KPMG LLP AS Management For For
OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTANTS FOR FISCAL YEAR 2013.
3. ADVISORY RESOLUTION TO APPROVE Management Abstain Against
EXECUTIVE COMPENSATION.
EXACTECH, INC.
SECURITY 30064E109 MEETING TYPE Annual
TICKER SYMBOL EXAC MEETING DATE 02-May-2013
ISIN US30064E1091 AGENDA 933754459 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
1 DIRECTOR Management
1 WILLIAM B. LOCANDER For For
2 JAMES G. BINCH For For
3 DAVID PETTY For For
2 APPROVE THE NON-BINDING ADVISORY Management Abstain Against
RESOLUTION OF THE NAMED EXECUTIVE
OFFICERS' COMPENSATION.
3 RATIFY SELECTION OF MCGLADREY LLP AS Management For For
THE COMPANY'S PRINCIPAL INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR ENDING DECEMBER
31, 2013
AVON PRODUCTS, INC.
SECURITY 054303102 MEETING TYPE Annual
TICKER SYMBOL AVP MEETING DATE 02-May-2013
ISIN US0543031027 AGENDA 933779146 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
1. DIRECTOR Management
1 DOUGLAS R. CONANT For For
2 W. DON CORNWELL For For
3 V. ANN HAILEY For For
4 FRED HASSAN For For
5 MARIA ELENA LAGOMASINO For For
6 SHERI S. MCCOY For For
7 ANN S. MOORE For For
8 CHARLES H. NOSKI For For
9 GARY M. RODKIN For For
10 PAULA STERN For For
2. ADVISORY VOTE TO APPROVE EXECUTIVE Management Abstain Against
COMPENSATION.
3. APPROVAL OF 2013 STOCK INCENTIVE Management Against Against
PLAN.
4. APPROVAL OF 2013 - 2017 EXECUTIVE Management For For
INCENTIVE PLAN.
5. RATIFICATION OF THE APPOINTMENT OF Management For For
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM.
6. RESOLUTION REQUESTING A REPORT ON Shareholder Against For
SUBSTITUTING SAFER ALTERNATIVES IN
PERSONAL CARE PRODUCTS.
TENET HEALTHCARE CORPORATION
SECURITY 88033G407 MEETING TYPE Annual
TICKER SYMBOL THC MEETING DATE 03-May-2013
ISIN US88033G4073 AGENDA 933753661 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
1A. ELECTION OF DIRECTOR: JOHN ELLIS "JEB" Management For For
BUSH
1B. ELECTION OF DIRECTOR: TREVOR FETTER Management For For
1C. ELECTION OF DIRECTOR: BRENDA J. Management For For
GAINES
1D. ELECTION OF DIRECTOR: KAREN M. Management For For
GARRISON
1E. ELECTION OF DIRECTOR: EDWARD A. Management For For
KANGAS
1F. ELECTION OF DIRECTOR: J. ROBERT Management For For
KERREY
1G. ELECTION OF DIRECTOR: RICHARD R. Management For For
PETTINGILL
1H. ELECTION OF DIRECTOR: RONALD A. Management For For
RITTENMEYER
1I. ELECTION OF DIRECTOR: JAMES A. UNRUH Management For For
2. PROPOSAL TO APPROVE, ON AN ADVISORY Management Abstain Against
BASIS, THE COMPANY'S EXECUTIVE
COMPENSATION.
3. PROPOSAL TO RATIFY THE SELECTION OF Management For For
DELOITTE & TOUCHE LLP AS INDEPENDENT
REGISTERED PUBLIC ACCOUNTANTS FOR
THE YEAR ENDING DECEMBER 31, 2013.
VASCULAR SOLUTIONS, INC.
SECURITY 92231M109 MEETING TYPE Annual
TICKER SYMBOL VASC MEETING DATE 03-May-2013
ISIN US92231M1099 AGENDA 933764816 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
1. DIRECTOR Management
1 MARTIN EMERSON For For
2 JOHN ERB For For
3 RICHARD KRAMP For For
4 RICHARD NIGON For For
5 PAUL O'CONNELL For For
6 HOWARD ROOT For For
7 JORGE SAUCEDO For For
2. TO RATIFY THE SELECTION OF BAKER TILLY Management For For
VIRCHOW KRAUSE, LLP AS INDEPENDENT
AUDITOR OF THE COMPANY FOR THE YEAR
ENDING DECEMBER 31, 2013.
SNYDER'S-LANCE, INC.
SECURITY 833551104 MEETING TYPE Annual
TICKER SYMBOL LNCE MEETING DATE 03-May-2013
ISIN US8335511049 AGENDA 933768991 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
1. DIRECTOR Management
1 JOHN E. DENTON For For
2 DAN C. SWANDER For For
3 MICHAEL A. WAREHIME For For
2. RATIFICATION OF SELECTION OF KPMG LLP Management For For
AS INDEPENDENT PUBLIC ACCOUNTING
FIRM.
3. APPROVAL, ON AN ADVISORY BASIS, OF Management Abstain Against
THE COMPENSATION OF SNYDER'S-LANCE,
INC.'S NAMED EXECUTIVE OFFICERS.
4. APPROVAL OF AN AMENDMENT TO THE Management For For
RESTATED ARTICLES OF INCORPORATION
OF SNYDER'S - LANCE, INC. TO INCREASE
THE NUMBER OF AUTHORIZED SHARES OF
COMMON STOCK FROM 75,000,000 TO
110,000,000.
BAXTER INTERNATIONAL INC.
SECURITY 071813109 MEETING TYPE Annual
TICKER SYMBOL BAX MEETING DATE 07-May-2013
ISIN US0718131099 AGENDA 933754916 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
1A. ELECTION OF DIRECTOR: THOMAS F. CHEN Management For For
1B. ELECTION OF DIRECTOR: BLAKE E. DEVITT Management For For
1C. ELECTION OF DIRECTOR: JOHN D. FORSYTH Management For For
1D. ELECTION OF DIRECTOR: GAIL D. FOSLER Management For For
1E. ELECTION OF DIRECTOR: CAROLE J. Management For For
SHAPAZIAN
2. RATIFICATION OF INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM
3. APPROVAL OF NAMED EXECUTIVE OFFICER Management Abstain Against
COMPENSATION
4. AMENDMENT OF ARTICLE SIXTH OF THE Management For For
AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION ELIMINATING THE
CLASSIFIED STRUCTURE OF THE BOARD OF
DIRECTORS
5. AMENDMENT OF THE AMENDED AND Management For For
RESTATED CERTIFICATE OF
INCORPORATION GRANTING HOLDERS OF
AT LEAST 25% OF OUTSTANDING COMMON
STOCK THE RIGHT TO CALL A SPECIAL
MEETING OF SHAREHOLDERS
BRISTOL-MYERS SQUIBB COMPANY
SECURITY 110122108 MEETING TYPE Annual
TICKER SYMBOL BMY MEETING DATE 07-May-2013
ISIN US1101221083 AGENDA 933756794 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
1A. ELECTION OF DIRECTOR: L. ANDREOTTI Management For For
1B. ELECTION OF DIRECTOR: L.B. CAMPBELL Management For For
1C. ELECTION OF DIRECTOR: J.M. CORNELIUS Management For For
1D. ELECTION OF DIRECTOR: L.H. GLIMCHER, Management For For
M.D.
1E. ELECTION OF DIRECTOR: M. GROBSTEIN Management For For
1F. ELECTION OF DIRECTOR: A.J. LACY Management For For
1G. ELECTION OF DIRECTOR: V.L. SATO, PH.D. Management For For
1H. ELECTION OF DIRECTOR: E. SIGAL, M.D., Management For For
PH.D.
1I. ELECTION OF DIRECTOR: G.L. STORCH Management For For
1J. ELECTION OF DIRECTOR: T.D. WEST, JR. Management For For
2. RATIFICATION OF THE APPOINTMENT OF Management For For
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM.
3. ADVISORY VOTE TO APPROVE THE Management Abstain Against
COMPENSATION OF OUR NAMED
EXECUTIVE OFFICERS.
BOSTON SCIENTIFIC CORPORATION
SECURITY 101137107 MEETING TYPE Annual
TICKER SYMBOL BSX MEETING DATE 07-May-2013
ISIN US1011371077 AGENDA 933757304 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
1A. ELECTION OF DIRECTOR: KATHARINE T. Management For For
BARTLETT
1B. ELECTION OF DIRECTOR: BRUCE L. BYRNES Management For For
1C. ELECTION OF DIRECTOR: NELDA J. Management For For
CONNORS
1D. ELECTION OF DIRECTOR: KRISTINA M. Management For For
JOHNSON
1E. ELECTION OF DIRECTOR: MICHAEL F. Management For For
MAHONEY
1F. ELECTION OF DIRECTOR: ERNEST MARIO Management For For
1G. ELECTION OF DIRECTOR: N.J. NICHOLAS, JR. Management For For
1H. ELECTION OF DIRECTOR: PETE M. Management For For
NICHOLAS
1I. ELECTION OF DIRECTOR: UWE E. Management For For
REINHARDT
1J. ELECTION OF DIRECTOR: JOHN E. SUNUNU Management For For
2. TO CONSIDER AND VOTE UPON AN Management Abstain Against
ADVISORY VOTE TO APPROVE NAMED
EXECUTIVE OFFICER COMPENSATION.
3. TO RATIFY THE APPOINTMENT OF ERNST & Management For For
YOUNG LLP AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE 2013 FISCAL YEAR.
BIOSCRIP, INC.
SECURITY 09069N108 MEETING TYPE Annual
TICKER SYMBOL BIOS MEETING DATE 07-May-2013
ISIN US09069N1081 AGENDA 933779336 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
1. DIRECTOR Management
1 RICHARD M. SMITH For For
2 CHARLOTTE W. COLLINS For For
3 SAMUEL P. FRIEDER For For
4 MYRON Z. HOLUBIAK For For
5 DAVID R. HUBERS For For
6 RICHARD L. ROBBINS For For
7 STUART A. SAMUELS For For
8 GORDON H. WOODWARD For For
2. TO APPROVE BY ADVISORY VOTE THE Management Abstain Against
COMPENSATION PAID TO THE COMPANY'S
EXECUTIVE OFFICERS.
3. TO RATIFY THE APPOINTMENT OF ERNST & Management For For
YOUNG LLP AS THE COMPANY'S
INDEPENDENT AUDITORS FOR THE YEAR
ENDING DECEMBER 31, 2013.
4. TO APPROVE THE BIOSCRIP, INC. Management For For
EMPLOYEE STOCK PURCHASE PLAN.
5. TO APPROVE AN AMENDMENT TO THE Management Abstain Against
BIOSCRIP, INC. 2008 EQUITY INCENTIVE
PLAN.
WEIGHT WATCHERS INTERNATIONAL, INC.
SECURITY 948626106 MEETING TYPE Annual
TICKER SYMBOL WTW MEETING DATE 07-May-2013
ISIN US9486261061 AGENDA 933782890 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
1. DIRECTOR Management
1 STEVEN M. ALTSCHULER For For
2 PHILIPPE J. AMOUYAL For For
3 DAVID P. KIRCHHOFF For For
2. TO RATIFY THE SELECTION OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE
COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR FISCAL
2013.
3. TO RE-APPROVE THE MATERIAL TERMS OF Management For For
THE PERFORMANCE GOALS UNDER THE
WEIGHT WATCHERS INTERNATIONAL, INC.
2008 STOCK INCENTIVE PLAN.
LABORATORY CORP. OF AMERICA HOLDINGS
SECURITY 50540R409 MEETING TYPE Annual
TICKER SYMBOL LH MEETING DATE 08-May-2013
ISIN US50540R4092 AGENDA 933756643 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
1A. ELECTION OF DIRECTOR: KERRII B. Management For For
ANDERSON
1B. ELECTION OF DIRECTOR: JEAN-LUC Management For For
BELINGARD
1C. ELECTION OF DIRECTOR: DAVID P. KING Management For For
1D. ELECTION OF DIRECTOR: WENDY E. LANE Management For For
1E. ELECTION OF DIRECTOR: ROBERT E. Management For For
MITTELSTAEDT, JR.
1F. ELECTION OF DIRECTOR: PETER M. Management For For
NEUPERT
1G. ELECTION OF DIRECTOR: ARTHUR H. Management For For
RUBENSTEIN, MBBCH
1H. ELECTION OF DIRECTOR: ADAM H. Management For For
SCHECHTER
1I. ELECTION OF DIRECTOR: M. KEITH WEIKEL, Management For For
PH.D.
1J. ELECTION OF DIRECTOR: R. SANDERS Management For For
WILLIAMS, M.D.
2. TO APPROVE, BY NON-BINDING VOTE, Management Abstain Against
EXECUTIVE COMPENSATION.
3. RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS
LABORATORY CORPORATION OF AMERICA
HOLDINGS' INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR 2013.
HOSPIRA, INC.
SECURITY 441060100 MEETING TYPE Annual
TICKER SYMBOL HSP MEETING DATE 08-May-2013
ISIN US4410601003 AGENDA 933760820 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
1A. ELECTION OF DIRECTOR: CONNIE R. Management For For
CURRAN
1B. ELECTION OF DIRECTOR: WILLIAM G. Management For For
DEMPSEY
1C. ELECTION OF DIRECTOR: DENNIS M. Management For For
FENTON
1D. ELECTION OF DIRECTOR: HEINO VON Management For For
PRONDZYNSKI
1E. ELECTION OF DIRECTOR: MARK F. Management For For
WHEELER
2. ADVISORY RESOLUTION TO APPROVE Management Abstain Against
EXECUTIVE COMPENSATION.
3. TO RATIFY THE APPOINTMENT OF DELOITTE Management For For
& TOUCHE LLP AS AUDITORS FOR HOSPIRA
FOR 2013. THE BOARD OF DIRECTORS
RECOMMENDS YOU VOTE "AGAINST"
THE FOLLOWING PROPOSAL 4.
4. SHAREHOLDER PROPOSAL - WRITTEN Shareholder Against For
CONSENT.
COMPUTER TASK GROUP, INCORPORATED
SECURITY 205477102 MEETING TYPE Annual
TICKER SYMBOL CTGX MEETING DATE 08-May-2013
ISIN US2054771025 AGENDA 933773714 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
1. DIRECTOR Management
1 RANDALL L. CLARK For For
2 DAVID H. KLEIN For For
2. TO APPROVE, IN AN ADVISORY AND NON- Management Abstain Against
BINDING VOTE, THE COMPENSATION OF
THE COMPANY'S NAMED EXECUTIVE
OFFICERS.
3. TO RATIFY THE APPOINTMENT OF KPMG LLP Management For For
AS THE COMPANY'S INDEPENDENT
REGISTERED ACCOUNTING FIRM FOR THE
2013 FISCAL YEAR.
LEXICON PHARMACEUTICALS, INC.
SECURITY 528872104 MEETING TYPE Annual
TICKER SYMBOL LXRX MEETING DATE 09-May-2013
ISIN US5288721047 AGENDA 933756871 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
1. DIRECTOR Management
1 RAYMOND DEBBANE For For
2 R.J. LEFKOWITZ, M.D. For For
3 ALAN S. NIES, M.D. For For
2. ADVISORY VOTE TO APPROVE THE Management Abstain Against
COMPENSATION PAID TO THE COMPANY'S
NAMED EXECUTIVE OFFICERS.
3. RATIFICATION AND APPROVAL OF THE Management For For
APPOINTMENT OF ERNST & YOUNG LLP AS
THE COMPANY'S INDEPENDENT AUDITORS
FOR THE FISCAL YEAR ENDING DECEMBER
31, 2013.
GENTIVA HEALTH SERVICES, INC.
SECURITY 37247A102 MEETING TYPE Annual
TICKER SYMBOL GTIV MEETING DATE 09-May-2013
ISIN US37247A1025 AGENDA 933757049 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
1.1 ELECTION OF DIRECTOR: ROBERT S. Management For For
FORMAN, JR.
1.2 ELECTION OF DIRECTOR: VICTOR F. GANZI Management For For
1.3 ELECTION OF DIRECTOR: PHILIP R. Management For For
LOCHNER, JR.
1.4 ELECTION OF DIRECTOR: STUART OLSTEN Management For For
1.5 ELECTION OF DIRECTOR: SHELDON M. Management For For
RETCHIN
1.6 ELECTION OF DIRECTOR: TONY STRANGE Management For For
1.7 ELECTION OF DIRECTOR: RAYMOND S. Management For For
TROUBH
1.8 ELECTION OF DIRECTOR: RODNEY D. Management For For
WINDLEY
2. RATIFICATION OF APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM.
3. APPROVAL, BY NON-BINDING ADVISORY Management Abstain Against
VOTE, OF COMPENSATION OF COMPANY'S
NAMED EXECUTIVE OFFICERS.
4. APPROVAL OF AMENDMENT TO COMPANY'S Management Against Against
2004 EQUITY INCENTIVE PLAN (AMENDED
AND RESTATED AS OF MARCH 16, 2011).
EXPRESS SCRIPTS HOLDING COMPANY
SECURITY 30219G108 MEETING TYPE Annual
TICKER SYMBOL ESRX MEETING DATE 09-May-2013
ISIN US30219G1085 AGENDA 933758306 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
1A. ELECTION OF DIRECTOR: GARY G. BENANAV Management For For
1B. ELECTION OF DIRECTOR: MAURA C. BREEN Management For For
1C. ELECTION OF DIRECTOR: WILLIAM J. Management For For
DELANEY
1D. ELECTION OF DIRECTOR: NICHOLAS J. Management For For
LAHOWCHIC
1E. ELECTION OF DIRECTOR: THOMAS P. MAC Management For For
MAHON
1F. ELECTION OF DIRECTOR: FRANK Management For For
MERGENTHALER
1G. ELECTION OF DIRECTOR: WOODROW A. Management For For
MYERS, JR., MD
1H. ELECTION OF DIRECTOR: JOHN O. PARKER, Management For For
JR.
1I. ELECTION OF DIRECTOR: GEORGE PAZ Management For For
1J. ELECTION OF DIRECTOR: WILLIAM L. Management For For
ROPER, MD, MPH
1K. ELECTION OF DIRECTOR: SAMUEL K. Management For For
SKINNER
1L. ELECTION OF DIRECTOR: SEYMOUR Management For For
STERNBERG
2. TO RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE
COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTANTS.
3. TO APPROVE, BY NON-BINDING VOTE, Management Abstain Against
EXECUTIVE COMPENSATION.
CVS CAREMARK CORPORATION
SECURITY 126650100 MEETING TYPE Annual
TICKER SYMBOL CVS MEETING DATE 09-May-2013
ISIN US1266501006 AGENDA 933763509 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
1A. ELECTION OF DIRECTOR: C. DAVID BROWN Management For For
II
1B. ELECTION OF DIRECTOR: DAVID W. Management For For
DORMAN
1C. ELECTION OF DIRECTOR: ANNE M. Management For For
FINUCANE
1D. ELECTION OF DIRECTOR: KRISTEN GIBNEY Management For For
WILLIAMS
1E. ELECTION OF DIRECTOR: LARRY J. MERLO Management For For
1F. ELECTION OF DIRECTOR: JEAN-PIERRE Management For For
MILLON
1G. ELECTION OF DIRECTOR: RICHARD J. SWIFT Management For For
1H. ELECTION OF DIRECTOR: WILLIAM C. Management For For
WELDON
1I. ELECTION OF DIRECTOR: TONY L. WHITE Management For For
2. PROPOSAL TO RATIFY INDEPENDENT Management For For
PUBLIC ACCOUNTING FIRM FOR 2013.
3. SAY ON PAY - AN ADVISORY VOTE ON THE Management Abstain Against
APPROVAL OF EXECUTIVE COMPENSATION.
4. AMEND THE COMPANY'S 2007 EMPLOYEE Management For For
STOCK PURCHASE PLAN TO ADD SHARES
TO THE PLAN.
5. AMEND THE COMPANY'S CHARTER TO Management For For
REDUCE VOTING THRESHOLDS IN THE FAIR
PRICE PROVISION.
6. STOCKHOLDER PROPOSAL REGARDING Shareholder Against For
POLITICAL CONTRIBUTIONS AND
EXPENDITURES.
7. STOCKHOLDER PROPOSAL REGARDING Shareholder Against For
POLICY ON ACCELERATED VESTING OF
EQUITY AWARDS UPON A CHANGE IN
CONTROL.
8. STOCKHOLDER PROPOSAL REGARDING Shareholder Against For
LOBBYING EXPENDITURES.
RYMAN HOSPITALITY PROPERTIES, INC.
SECURITY 78377T107 MEETING TYPE Annual
TICKER SYMBOL RHP MEETING DATE 09-May-2013
ISIN US78377T1079 AGENDA 933779300 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
1A. ELECTION OF DIRECTOR: MICHAEL J. Management Against Against
BENDER
1B. ELECTION OF DIRECTOR: E.K. GAYLORD II Management For For
1C. ELECTION OF DIRECTOR: RALPH HORN Management For For
1D. ELECTION OF DIRECTOR: ELLEN LEVINE Management For For
1E. ELECTION OF DIRECTOR: ROBERT S. Management For For
PRATHER, JR.
1F. ELECTION OF DIRECTOR: COLIN V. REED Management For For
1G. ELECTION OF DIRECTOR: MICHAEL D. ROSE Management For For
1H. ELECTION OF DIRECTOR: MICHAEL I. ROTH Management For For
2. TO RATIFY THE APPOINTMENT OF ERNST & Management For For
YOUNG LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR FISCAL YEAR 2013.
3. TO APPROVE, ON AN ADVISORY BASIS, THE Management For For
COMPANY'S EXECUTIVE COMPENSATION.
ACTAVIS, INC.
SECURITY 00507K103 MEETING TYPE Annual
TICKER SYMBOL ACT MEETING DATE 10-May-2013
ISIN US00507K1034 AGENDA 933763434 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
1A. ELECTION OF DIRECTOR: JACK MICHELSON Management For For
1B. ELECTION OF DIRECTOR: RONALD R. Management For For
TAYLOR
1C. ELECTION OF DIRECTOR: ANDREW L. Management For For
TURNER
1D. ELECTION OF DIRECTOR: PAUL M. BISARO Management For For
1E. ELECTION OF DIRECTOR: CHRISTOPHER W. Management For For
BODINE
1F. ELECTION OF DIRECTOR: MICHEL J. Management For For
FELDMAN
1G. ELECTION OF DIRECTOR: FRED G. WEISS Management For For
2. TO APPROVE, ON AN ADVISORY BASIS, Management Abstain Against
NAMED EXECUTIVE OFFICER
COMPENSATION.
3. TO RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE
COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM.
4. TO VOTE ON A PROPOSAL SUBMITTED BY A Shareholder Against For
STOCKHOLDER TO REQUEST THAT THE
COMPANY ADOPT A POLICY REQUIRING ITS
SENIOR EXECUTIVES TO RETAIN A
SIGNIFICANT PERCENTAGE OF THE
COMPANY SHARES THEY ACQUIRE
THROUGH THE COMPANY'S EQUITY
COMPENSATION PROGRAMS UNTIL
REACHING RETIREMENT AGE.
ICU MEDICAL, INC.
SECURITY 44930G107 MEETING TYPE Annual
TICKER SYMBOL ICUI MEETING DATE 10-May-2013
ISIN US44930G1076 AGENDA 933768547 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
1. DIRECTOR Management
1 GEORGE A. LOPEZ For For
2 ROBERT S. SWINNEY For For
2. TO RE-APPROVE THE 2008 PERFORMANCE- Management For For
BASED INCENTIVE PLAN, AS AMENDED.
3. TO RATIFY SELECTION OF DELOITTE & Management For For
TOUCHE LLP AS AUDITORS FOR THE
COMPANY.
4. TO APPROVE NAMED EXECUTIVE OFFICER Management Abstain Against
COMPENSATION ON AN ADVISORY BASIS.
HENRY SCHEIN, INC.
SECURITY 806407102 MEETING TYPE Annual
TICKER SYMBOL HSIC MEETING DATE 14-May-2013
ISIN US8064071025 AGENDA 933771227 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
1. DIRECTOR Management
1 STANLEY M. BERGMAN For For
2 GERALD A. BENJAMIN For For
3 JAMES P. BRESLAWSKI For For
4 MARK E. MLOTEK For For
5 STEVEN PALADINO For For
6 BARRY J. ALPERIN For For
7 PAUL BRONS For For
8 DONALD J. KABAT For For
9 PHILIP A. LASKAWY For For
10 KARYN MASHIMA For For
11 NORMAN S. MATTHEWS For For
12 CAROL RAPHAEL For For
13 BRADLEY T. SHEARES, PHD For For
14 LOUIS W. SULLIVAN, MD For For
2. PROPOSAL TO AMEND THE COMPANY'S Management For For
SECTION 162(M) CASH BONUS PLAN TO
EXTEND THE TERM OF THE PLAN TO
DECEMBER 31, 2017 AND TO RE-APPROVE
THE PERFORMANCE GOALS THEREUNDER.
3. PROPOSAL TO AMEND AND RESTATE THE Management Against Against
COMPANY'S AMENDED AND RESTATED 1994
STOCK INCENTIVE PLAN TO, AMONG OTHER
THINGS, INCREASE THE AGGREGATE
SHARE RESERVE AND EXTEND THE TERM
OF THE PLAN TO MAY 14, 2023.
4. PROPOSAL TO APPROVE, BY NON-BINDING Management Abstain Against
VOTE, THE 2012 COMPENSATION PAID TO
THE COMPANY'S NAMED EXECUTIVE
OFFICERS.
5. PROPOSAL TO RATIFY THE SELECTION OF Management For For
BDO USA, LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING DECEMBER 28, 2013.
UNILEVER PLC
SECURITY 904767704 MEETING TYPE Annual
TICKER SYMBOL UL MEETING DATE 15-May-2013
ISIN US9047677045 AGENDA 933778548 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
1. TO RECEIVE THE REPORT AND ACCOUNTS Management For For
FOR THE YEAR ENDED 31 DECEMBER 2012
2. TO APPROVE THE DIRECTORS' Management For For
REMUNERATION REPORT FOR THE YEAR
ENDED 31 DECEMBER 2012
3. TO RE-ELECT MR P G J M POLMAN AS A Management For For
DIRECTOR
4. TO RE-ELECT MR R J-M S HUET AS A Management For For
DIRECTOR
5. TO RE-ELECT PROFESSOR L O FRESCO AS Management For For
A DIRECTOR
6. TO RE-ELECT MS A M FUDGE AS A Management For For
DIRECTOR
7. TO RE-ELECT MR C E GOLDEN AS A Management For For
DIRECTOR
8. TO RE-ELECT DR B E GROTE AS A Management For For
DIRECTOR
9. TO RE-ELECT MS H NYASULU AS A Management For For
DIRECTOR
10. TO RE-ELECT THE RT HON SIR MALCOLM Management For For
RIFKIND MP AS A DIRECTOR
11. TO RE-ELECT MR K J STORM AS A Management For For
DIRECTOR
12. TO RE-ELECT MR M TRESCHOW AS A Management For For
DIRECTOR
13. TO RE-ELECT MR P S WALSH AS A Management For For
DIRECTOR
14. TO ELECT MRS L M CHA AS A DIRECTOR Management For For
15. TO ELECT MS M MA AS A DIRECTOR Management For For
16. TO ELECT MR J RISHTON AS A DIRECTOR Management For For
17. TO RE-APPOINT Management For For
PRICEWATERHOUSECOOPERS LLP AS
AUDITORS OF THE COMPANY
18. TO AUTHORISE THE DIRECTORS TO FIX THE Management For For
REMUNERATION OF THE AUDITORS
19. TO RENEW THE AUTHORITY TO DIRECTORS Management For For
TO ISSUE SHARES
20. TO RENEW THE AUTHORITY TO DIRECTORS Management Against Against
TO DISAPPLY PRE-EMPTION RIGHTS
21. TO RENEW THE AUTHORITY TO THE Management For For
COMPANY TO PURCHASE ITS OWN SHARES
22. TO AUTHORISE POLITICAL DONATIONS AND Management For For
EXPENDITURE
23. TO SHORTEN THE NOTICE PERIOD FOR Management For For
GENERAL MEETINGS
DEAN FOODS COMPANY
SECURITY 242370104 MEETING TYPE Annual
TICKER SYMBOL DF MEETING DATE 15-May-2013
ISIN US2423701042 AGENDA 933787472 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
1.1 ELECTION OF DIRECTOR FOR A 1-YEAR Management For For
TERM: GREGG L. ENGLES
1.2 ELECTION OF DIRECTOR FOR A 1-YEAR Management For For
TERM: TOM C. DAVIS
1.3 ELECTION OF DIRECTOR FOR A 1-YEAR Management For For
TERM: JIM L. TURNER
1.4 ELECTION OF DIRECTOR FOR A 1-YEAR Management For For
TERM: ROBERT T. WISEMAN
2. PROPOSAL TO APPROVE AN AMENDMENT Management For For
TO OUR RESTATED CERTIFICATE OF
INCORPORATION TO EFFECT A REVERSE
STOCK SPLIT OF OUR ISSUED COMMON
STOCK, ALL AS MORE FULLY DESCRIBED IN
THE PROXY STATEMENT
3. PROPOSAL TO AMEND OUR 2007 STOCK Management For For
INCENTIVE PLAN
4. PROPOSAL TO APPROVE, ON AN ADVISORY Management Abstain Against
BASIS, OUR EXECUTIVE COMPENSATION
5. PROPOSAL TO RATIFY DELOITTE & TOUCHE Management For For
LLP AS INDEPENDENT AUDITOR
6. STOCKHOLDER PROPOSAL TO LIMIT Shareholder Against For
ACCELERATED VESTING OF EQUITY
AWARDS PURSUANT TO A CHANGE IN
CONTROL OF OUR COMPANY
7. STOCKHOLDER PROPOSAL RELATED TO Shareholder Against For
THE RETENTION OF EQUITY AWARDS
8. STOCKHOLDER PROPOSAL TO ADOPT A Shareholder Against For
POLICY RELATING TO THE DEHORNING OF
CATTLE BY THE COMPANY'S SUPPLIERS
9. STOCKHOLDER PROPOSAL RELATED TO AN Shareholder Against For
INDEPENDENT CHAIRMAN OF THE BOARD
INVENTURE FOODS INC
SECURITY 461212102 MEETING TYPE Annual
TICKER SYMBOL SNAK MEETING DATE 15-May-2013
ISIN US4612121024 AGENDA 933802399 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
1. DIRECTOR Management
1 ASHTON D. ASENSIO For For
2 MACON BRYCE EDMONSON For For
3 PAUL J. LAPDAT For For
4 TERRY MCDANIEL For For
5 DAVID L. MEYERS For For
6 LARRY R. POLHILL For For
7 ITZHAK REICHMAN For For
2. RATIFY SELECTION OF MOSS ADAMS LLP AS Management For For
INDEPENDENT PUBLIC ACCOUNTANTS.
3. ADVISORY APPROVAL OF THE Management Abstain Against
COMPENSATION OF OUR NAMED
EXECUTIVE OFFICERS.
4. ADVISORY VOTE ON THE FREQUENCY OF Management Abstain Against
AN ADVISORY VOTE ON THE
COMPENSATION OF OUR NAMED
EXECUTIVE OFFICERS.
DR PEPPER SNAPPLE GROUP,INC.
SECURITY 26138E109 MEETING TYPE Annual
TICKER SYMBOL DPS MEETING DATE 16-May-2013
ISIN US26138E1091 AGENDA 933758180 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
1A ELECTION OF DIRECTOR: JOHN L. ADAMS Management For For
1B ELECTION OF DIRECTOR: RONALD G. Management For For
ROGERS
2 TO RATIFY THE APPOINTMENT OF DELOITTE Management For For
& TOUCHE LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR FISCAL YEAR 2013.
3 RESOLVED, THAT THE COMPENSATION PAID Management Abstain Against
TO NAMED EXECUTIVE OFFICERS WITH
RESPECT TO 2012, AS DISCLOSED
PURSUANT TO THE COMPENSATION
DISCLOSURE RULES AND REGULATIONS OF
THE SECURITIES AND EXCHANGE
COMMISSION, INCLUDING THE
COMPENSATION DISCUSSION AND
ANALYSIS, COMPENSATION TABLES &
NARRATIVE DISCUSSION, IS HEREBY
APPROVED.
4 TO RE-APPROVE THE MANAGEMENT Management For For
INCENTIVE PLAN TO COMPLY WITH SECTION
162(M) OF THE INTERNAL REVENUE CODE
AND THE REGULATIONS PROMULGATED
THEREUNDER.
ASSISTED LIVING CONCEPTS INC
SECURITY 04544X300 MEETING TYPE Special
TICKER SYMBOL ALC MEETING DATE 16-May-2013
ISIN US04544X3008 AGENDA 933790621 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
1. TO APPROVE THE AGREEMENT AND PLAN Management For For
OF MERGER, ("MERGER AGREEMENT"), BY
AND AMONG THE COMPANY, AID HOLDINGS,
LLC, ("PARENT"), AND AID MERGER SUB,
LLC, ("MERGER SUB"), PROVIDING FOR THE
MERGER OF MERGER SUB WITH AND INTO
THE COMPANY (THE "MERGER"), WITH THE
COMPANY SURVIVING THE MERGER AS A
WHOLLY-OWNED SUBSIDIARY OF PARENT.
2. TO CONSIDER AND VOTE ON A NON- Management Abstain Against
BINDING, ADVISORY PROPOSAL TO
APPROVE THE COMPENSATION THAT MAY
BE PAID OR BECOME PAYABLE TO THE
COMPANY'S NAMED EXECUTIVE OFFICERS
IN CONNECTION WITH, OR FOLLOWING, THE
CONSUMMATION OF THE MERGER, AS
SPECIFIED AND DISCLOSED IN THE PROXY
STATEMENT.
AETNA INC.
SECURITY 00817Y108 MEETING TYPE Annual
TICKER SYMBOL AET MEETING DATE 17-May-2013
ISIN US00817Y1082 AGENDA 933769260 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
1A. ELECTION OF DIRECTOR: FERNANDO Management For For
AGUIRRE
1B. ELECTION OF DIRECTOR: MARK T. Management For For
BERTOLINI
1C. ELECTION OF DIRECTOR: FRANK M. CLARK Management For For
1D. ELECTION OF DIRECTOR: BETSY Z. COHEN Management For For
1E. ELECTION OF DIRECTOR: MOLLY J. COYE, Management For For
M.D.
1F. ELECTION OF DIRECTOR: ROGER N. FARAH Management For For
1G. ELECTION OF DIRECTOR: BARBARA Management For For
HACKMAN FRANKLIN
1H. ELECTION OF DIRECTOR: JEFFREY E. Management For For
GARTEN
1I. ELECTION OF DIRECTOR: ELLEN M. Management For For
HANCOCK
1J. ELECTION OF DIRECTOR: RICHARD J. Management For For
HARRINGTON
1K. ELECTION OF DIRECTOR: EDWARD J. Management For For
LUDWIG
1L. ELECTION OF DIRECTOR: JOSEPH P. Management For For
NEWHOUSE
2. APPROVAL OF THE APPOINTMENT OF THE Management For For
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
3. APPROVAL OF THE PROPOSED Management Against Against
AMENDMENT TO THE AMENDED AETNA INC.
2010 STOCK INCENTIVE PLAN
4. APPROVAL OF THE COMPANY'S EXECUTIVE Management Abstain Against
COMPENSATION ON A NON-BINDING
ADVISORY BASIS
5. SHAREHOLDER PROPOSAL ON Shareholder Against For
INDEPENDENT BOARD CHAIR
6. SHAREHOLDER PROPOSAL ON SIMPLE Shareholder Against For
MAJORITY VOTE
7. SHAREHOLDER PROPOSAL ON POLITICAL Shareholder Against For
CONTRIBUTIONS - BOARD OVERSIGHT
CHEMED CORPORATION
SECURITY 16359R103 MEETING TYPE Annual
TICKER SYMBOL CHE MEETING DATE 20-May-2013
ISIN US16359R1032 AGENDA 933782698 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
1A. ELECTION OF DIRECTOR: KEVIN J. Management For For
MCNAMARA
1B. ELECTION OF DIRECTOR: JOEL F. Management For For
GEMUNDER
1C. ELECTION OF DIRECTOR: PATRICK P. Management For For
GRACE
1D. ELECTION OF DIRECTOR: THOMAS C. Management For For
HUTTON
1E. ELECTION OF DIRECTOR: WALTER L. KREBS Management For For
1F. ELECTION OF DIRECTOR: ANDREA R. Management For For
LINDELL
1G. ELECTION OF DIRECTOR: THOMAS P. RICE Management For For
1H. ELECTION OF DIRECTOR: DONALD E. Management For For
SAUNDERS
1I. ELECTION OF DIRECTOR: GEORGE J. Management For For
WALSH III
1J. ELECTION OF DIRECTOR: FRANK E. WOOD Management For For
2. RATIFICATION OF AUDIT COMMITTEE'S Management For For
SELECTION OF
PRICEWATERHOUSECOOPERS LLP AS
INDEPENDENT ACCOUNTANTS FOR 2013.
3. ADVISORY VOTE TO APPROVE EXECUTIVE Management For For
COMPENSATION.
MONDELEZ INTL, INC
SECURITY 609207105 MEETING TYPE Annual
TICKER SYMBOL MDLZ MEETING DATE 21-May-2013
ISIN US6092071058 AGENDA 933759625 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
1A. ELECTION OF DIRECTOR: STEPHEN F. Management For For
BOLLENBACH
1B. ELECTION OF DIRECTOR: LEWIS W.K. Management For For
BOOTH
1C. ELECTION OF DIRECTOR: LOIS D. JULIBER Management For For
1D. ELECTION OF DIRECTOR: MARK D. Management For For
KETCHUM
1E. ELECTION OF DIRECTOR: JORGE S. Management For For
MESQUITA
1F. ELECTION OF DIRECTOR: FREDRIC G. Management For For
REYNOLDS
1G. ELECTION OF DIRECTOR: IRENE B. Management For For
ROSENFELD
1H. ELECTION OF DIRECTOR: PATRICK T. Management For For
SIEWERT
1I. ELECTION OF DIRECTOR: RUTH J. SIMMONS Management For For
1J ELECTION OF DIRECTOR: RATAN N. TATA Management For For
1K ELECTION OF DIRECTOR: J.F. VAN Management For For
BOXMEER
2. ADVISORY VOTE TO APPROVE EXECUTIVE Management Abstain Against
COMPENSATION
3. RATIFICATION OF Management For For
PRICEWATERHOUSECOOPERS LLP AS OUR
INDEPENDENT AUDITORS FOR 2013
4. SHAREHOLDER PROPOSAL: REPORT ON Shareholder Against For
EXTENDED PRODUCER RESPONSIBILITY
5 SHAREHOLDER PROPOSAL: Shareholder Against For
SUSTAINABILITY REPORT ON GENDER
EQUALITY IN THE COMPANY'S SUPPLY
CHAIN
GREATBATCH, INC.
SECURITY 39153L106 MEETING TYPE Annual
TICKER SYMBOL GB MEETING DATE 21-May-2013
ISIN US39153L1061 AGENDA 933802161 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
1. DIRECTOR Management
1 PAMELA G. BAILEY For For
2 ANTHONY P. BIHL III For For
3 JOSEPH W. DZIEDZIC For For
4 THOMAS J. HOOK For For
5 RUDY A. MAZZOCCHI For For
6 KEVIN C. MELIA For For
7 DR. J.A. MILLER, JR. For For
8 BILL R. SANFORD For For
9 PETER H. SODERBERG For For
10 WILLIAM B. SUMMERS, JR. For For
2. RATIFY THE APPOINTMENT OF DELOITTE & Management For For
TOUCHE LLP AS THE INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR GREATBATCH, INC. FOR FISCAL YEAR
2013.
3. APPROVE BY NON-BINDING ADVISORY VOTE Management Abstain Against
THE COMPENSATION OF GREATBATCH,
INC.'S NAMED EXECUTIVE OFFICERS.
KRAFT FOODS GROUP, INC.
SECURITY 50076Q106 MEETING TYPE Annual
TICKER SYMBOL KRFT MEETING DATE 22-May-2013
ISIN US50076Q1067 AGENDA 933755499 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
1A. ELECTION OF DIRECTOR: ABELARDO E. BRU Management For For
1B. ELECTION OF DIRECTOR: JEANNE P. Management For For
JACKSON
1C. ELECTION OF DIRECTOR: E. FOLLIN SMITH Management For For
2. ADVISORY VOTE TO APPROVE EXECUTIVE Management Abstain Against
COMPENSATION.
3. ADVISORY VOTE ON THE FREQUENCY OF Management Abstain Against
AN EXECUTIVE COMPENSATION VOTE.
4. APPROVAL OF THE MATERIAL TERMS FOR Management For For
PERFORMANCE-BASED AWARDS UNDER
THE KRAFT FOODS GROUP, INC. 2012
PERFORMANCE INCENTIVE PLAN.
5. RATIFICATION OF THE SELECTION OF Management For For
PRICEWATERHOUSECOOPERS LLP AS OUR
INDEPENDENT AUDITORS FOR THE FISCAL
YEAR ENDING DECEMBER 28, 2013.
6. SHAREHOLDER PROPOSAL: LABEL Shareholder Against For
GENETICALLY ENGINEERED PRODUCTS.
AMGEN INC.
SECURITY 031162100 MEETING TYPE Annual
TICKER SYMBOL AMGN MEETING DATE 22-May-2013
ISIN US0311621009 AGENDA 933774968 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
1A. ELECTION OF DIRECTOR: DR. DAVID Management For For
BALTIMORE
1B. ELECTION OF DIRECTOR: MR. FRANK J. Management For For
BIONDI, JR.
1C. ELECTION OF DIRECTOR: MR. ROBERT A. Management For For
BRADWAY
1D. ELECTION OF DIRECTOR: MR. FRANCOIS DE Management For For
CARBONNEL
1E. ELECTION OF DIRECTOR: DR. VANCE D. Management For For
COFFMAN
1F. ELECTION OF DIRECTOR: MR. ROBERT A. Management For For
ECKERT
1G. ELECTION OF DIRECTOR: DR. REBECCA M. Management For For
HENDERSON
1H. ELECTION OF DIRECTOR: MR. FRANK C. Management For For
HERRINGER
1I. ELECTION OF DIRECTOR: DR. TYLER JACKS Management For For
1J. ELECTION OF DIRECTOR: DR. GILBERT S. Management For For
OMENN
1K. ELECTION OF DIRECTOR: MS. JUDITH C. Management For For
PELHAM
1L. ELECTION OF DIRECTOR: MR. LEONARD D. Management For For
SCHAEFFER
1M. ELECTION OF DIRECTOR: DR. RONALD D. Management For For
SUGAR
2. TO RATIFY THE SELECTION OF ERNST & Management For For
YOUNG LLP AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTANTS FOR
THE FISCAL YEAR ENDING DECEMBER 31,
2013.
3. ADVISORY VOTE TO APPROVE OUR Management Abstain Against
EXECUTIVE COMPENSATION.
4. APPROVAL OF OUR PROPOSED AMENDED Management Against Against
AND RESTATED 2009 EQUITY INCENTIVE
PLAN.
FLOWERS FOODS, INC.
SECURITY 343498101 MEETING TYPE Annual
TICKER SYMBOL FLO MEETING DATE 22-May-2013
ISIN US3434981011 AGENDA 933777976 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
1. DIRECTOR Management
1 ALLEN L. SHIVER* For For
2 FRANKLIN L. BURKE# For For
3 GEORGE E. DEESE# For For
4 MANUEL A. FERNANDEZ# For For
5 MELVIN T. STITH# For For
2. TO APPROVE, BY ADVISORY VOTE, THE Management Abstain Against
COMPENSATION OF THE COMPANY'S
NAMED EXECUTIVES, AS DISCLOSED IN THE
PROXY STATEMENT.
3. TO RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR FLOWERS FOODS,
INC. FOR THE FISCAL YEAR ENDING
DECEMBER 28, 2013.
BOULDER BRANDS INC
SECURITY 101405108 MEETING TYPE Annual
TICKER SYMBOL BDBD MEETING DATE 22-May-2013
ISIN US1014051080 AGENDA 933779829 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
1. DIRECTOR Management
1 STEPHEN B. HUGHES For For
2 JAMES E. LEWIS For For
2. PROPOSAL TO APPROVE, ON AN ADVISORY Management For For
BASIS, OUR NAMED EXECUTIVE OFFICER
COMPENSATION
3. PROPOSAL TO RATIFY THE APPOINTMENT Management For For
OF EKS&H LLLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2013
ENDO HEALTH SOLUTIONS INC.
SECURITY 29264F205 MEETING TYPE Annual
TICKER SYMBOL ENDP MEETING DATE 22-May-2013
ISIN US29264F2056 AGENDA 933781913 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
1A. ELECTION OF DIRECTOR: ROGER H. KIMMEL Management For For
1B. ELECTION OF DIRECTOR: RAJIV DE SILVA Management For For
1C. ELECTION OF DIRECTOR: JOHN J. DELUCCA Management For For
1D. ELECTION OF DIRECTOR: NANCY J. Management For For
HUTSON, PH.D.
1E. ELECTION OF DIRECTOR: MICHAEL HYATT Management For For
1F. ELECTION OF DIRECTOR: WILLIAM P. Management For For
MONTAGUE
1G. ELECTION OF DIRECTOR: DAVID B. NASH, Management For For
M.D., M.B.A.
1H. ELECTION OF DIRECTOR: JOSEPH C. Management For For
SCODARI
1I. ELECTION OF DIRECTOR: JILL D. SMITH Management For For
1J. ELECTION OF DIRECTOR: WILLIAM F. Management For For
SPENGLER
2. TO RATIFY THE APPOINTMENT OF DELOITTE Management For For
& TOUCHE LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE YEAR ENDING
DECEMBER 31, 2013.
3. TO APPROVE, BY ADVISORY VOTE, NAMED Management Abstain Against
EXECUTIVE OFFICER COMPENSATION.
GNC HOLDINGS INC.
SECURITY 36191G107 MEETING TYPE Annual
TICKER SYMBOL GNC MEETING DATE 23-May-2013
ISIN US36191G1076 AGENDA 933781898 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
1 DIRECTOR Management
1 PHILIP E. MALLOTT For For
2 C. SCOTT O'HARA For For
3 RICHARD J. WALLACE For For
2 AMENDMENT TO THE COMPANY'S AMENDED Management For For
AND RESTATED CERTIFICATE OF
INCORPORATION TO: ELIMINATE THE
AUTHORIZED CLASS B COMMON STOCK,
PAR VALUE OF $0.001 PER SHARE AND
PROVISIONS RELATED THERETO
3 AMENDMENT TO THE COMPANY'S AMENDED Management For For
AND RESTATED CERTIFICATE OF
INCORPORATION TO: SET RANGE IN SIZE OF
OUR BOARD OF DIRECTORS.
4 THE APPROVAL OF AN AMENDMENT TO THE Management For For
COMPANY'S AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION TO:
DECLASSIFY OUR BOARD OF DIRECTORS
AND PROVIDE FOR ANNUAL ELECTION OF
ALL DIRECTORS
5 THE APPROVAL OF AN AMENDMENT TO THE Management For For
COMPANY'S AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION TO:
DELETE VARIOUS PROVISIONS RELATED TO
THE COMPANY'S FORMER "SPONSORS"
6 AMENDMENT TO THE COMPANY'S Management For For
CERTIFICATE OF INCORPORATION TO:
PERMIT STOCKHOLDERS TO TAKE ACTION
BY WRITTEN CONSENT.
7 THE RATIFICATION OF THE APPOINTMENT Management For For
OF PRICEWATERHOUSECOOPERS LLP AS
INDEPENDENT AUDITORS FOR THE
COMPANY'S 2013 FISCAL YEAR
8 THE APPROVAL, BY NON-BINDING VOTE, OF Management Abstain Against
THE COMPENSATION PAID TO THE
COMPANY'S NAMED EXECUTIVE OFFICERS
IN 2012, AS DISCLOSED IN THE
ACCOMPANYING PROXY MATERIALS
3SBIO INC.
SECURITY 88575Y105 MEETING TYPE Special
TICKER SYMBOL SSRX MEETING DATE 24-May-2013
ISIN US88575Y1055 AGENDA 933767937 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
S1 AS A SPECIAL RESOLUTION THAT THE Management For For
AGREEMENT AND PLAN OF MERGER DATED
FEBRUARY 8, 2013 (THE "ORIGINAL MERGER
AGREEMENT"), AS AMENDED BY
AMENDMENT NO. 1 TO THE AGREEMENT
AND PLAN OF MERGER, DATED AS OF APRIL
24, 2013, AMONG PARENT, MERGER SUB
AND THE COMPANY, AND THE
TRANSACTIONS CONTEMPLATED BY THE
MERGER AGREEMENT, AND ARE HEREBY,
AUTHORIZED AND APPROVED.
S2 AS A SPECIAL RESOLUTION THAT THE Management For For
DIRECTORS OF THE COMPANY BE, AND ARE
HEREBY, AUTHORIZED TO DO ALL THINGS
NECESSARY TO GIVE EFFECT TO THE
MERGER AGREEMENT.
3 THAT THE CHAIRMAN OF THE Management For For
EXTRAORDINARY GENERAL MEETING BE
INSTRUCTED TO ADJOURN OR POSTPONE
THE EXTRAORDINARY GENERAL MEETING
IN ORDER TO ALLOW THE COMPANY TO
SOLICIT ADDITIONAL PROXIES IN THE
EVENT THAT THERE ARE INSUFFICIENT
VOTES AT THE TIME OF THE
EXTRAORDINARY GENERAL MEETING TO
PASS THE SPECIAL RESOLUTIONS TO BE
PROPOSED AT THE EXTRAORDINARY
GENERAL MEETING.
MYLAN INC.
SECURITY 628530107 MEETING TYPE Annual
TICKER SYMBOL MYL MEETING DATE 24-May-2013
ISIN US6285301072 AGENDA 933793968 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
1A. ELECTION OF DIRECTOR: HEATHER BRESCH Management For For
1B. ELECTION OF DIRECTOR: WENDY CAMERON Management For For
1C. ELECTION OF DIRECTOR: ROBERT J. Management For For
CINDRICH
1D. ELECTION OF DIRECTOR: ROBERT J. COURY Management For For
1E. ELECTION OF DIRECTOR: NEIL DIMICK, Management For For
C.P.A.
1F. ELECTION OF DIRECTOR: MELINA HIGGINS Management For For
1G. ELECTION OF DIRECTOR: DOUGLAS J. Management For For
LEECH, C.P.A.
1H. ELECTION OF DIRECTOR: RAJIV MALIK Management For For
1I. ELECTION OF DIRECTOR: JOSEPH C. Management For For
MAROON, M.D.
1J. ELECTION OF DIRECTOR: MARK W. PARRISH Management For For
1K. ELECTION OF DIRECTOR: RODNEY L. PIATT, Management For For
C.P.A.
1L. ELECTION OF DIRECTOR: C.B. TODD Management For For
1M. ELECTION OF DIRECTOR: RANDALL L. Management For For
(PETE) VANDERVEEN, PH.D., R.PH., C.P.A.
2. RATIFY THE SELECTION OF DELOITTE & Management For For
TOUCHE LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE YEAR ENDING
DECEMBER 31, 2013.
3. APPROVE, ON AN ADVISORY BASIS, THE Management Abstain Against
COMPENSATION OF THE NAMED EXECUTIVE
OFFICERS OF THE COMPANY.
4. CONSIDER A SHAREHOLDER PROPOSAL Shareholder Against For
REQUESTING THE ADOPTION OF A
MANDATORY POLICY REQUIRING THAT THE
CHAIRMAN OF THE BOARD OF DIRECTORS
BE AN INDEPENDENT DIRECTOR.
MERCK & CO., INC.
SECURITY 58933Y105 MEETING TYPE Annual
TICKER SYMBOL MRK MEETING DATE 28-May-2013
ISIN US58933Y1055 AGENDA 933782319 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
1A. ELECTION OF DIRECTOR: LESLIE A. BRUN Management For For
1B. ELECTION OF DIRECTOR: THOMAS R. CECH Management For For
1C. ELECTION OF DIRECTOR: KENNETH C. Management For For
FRAZIER
1D. ELECTION OF DIRECTOR: THOMAS H. Management For For
GLOCER
1E. ELECTION OF DIRECTOR: WILLIAM B. Management For For
HARRISON JR.
1F. ELECTION OF DIRECTOR: C. ROBERT Management For For
KIDDER
1G. ELECTION OF DIRECTOR: ROCHELLE B. Management For For
LAZARUS
1H. ELECTION OF DIRECTOR: CARLOS E. Management For For
REPRESAS
1I. ELECTION OF DIRECTOR: PATRICIA F. Management For For
RUSSO
1J. ELECTION OF DIRECTOR: CRAIG B. Management For For
THOMPSON
1K. ELECTION OF DIRECTOR: WENDELL P. Management For For
WEEKS
1L. ELECTION OF DIRECTOR: PETER C. Management For For
WENDELL
2. RATIFICATION OF THE APPOINTMENT OF Management For For
THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR 2013.
3. ADVISORY VOTE TO APPROVE EXECUTIVE Management Abstain Against
COMPENSATION.
4. SHAREHOLDER PROPOSAL CONCERNING Shareholder Against For
SHAREHOLDERS' RIGHT TO ACT BY
WRITTEN CONSENT.
5. SHAREHOLDER PROPOSAL CONCERNING Shareholder Against For
SPECIAL SHAREOWNER MEETINGS.
6. SHAREHOLDER PROPOSAL CONCERNING A Shareholder Against For
REPORT ON CHARITABLE AND POLITICAL
CONTRIBUTIONS.
7. SHAREHOLDER PROPOSAL CONCERNING A Shareholder Against For
REPORT ON LOBBYING ACTIVITIES.
ILLUMINA, INC.
SECURITY 452327109 MEETING TYPE Annual
TICKER SYMBOL ILMN MEETING DATE 29-May-2013
ISIN US4523271090 AGENDA 933781735 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
1. DIRECTOR Management
1 GERALD MOLLER, PH.D.* For For
2 DAVID R. WALT, PH.D.* For For
3 R.S. EPSTEIN, M.D.# For For
2. TO RATIFY THE APPOINTMENT OF ERNST & Management For For
YOUNG LLP AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR ENDING DECEMBER
29, 2013
3. TO APPROVE, ON AN ADVISORY BASIS, THE Management Abstain Against
COMPENSATION OF THE NAMED EXECUTIVE
OFFICERS AS DISCLOSED IN THE PROXY
STATEMENT
4. TO APPROVE AN AMENDMENT TO THE Management Against Against
ILLUMINA, INC. 2005 STOCK AND INCENTIVE
PLAN TO INCREASE THE NUMBER OF
SHARES AVAILABLE FOR ISSUANCE BY
5,000,000 SHARES AND TO EXTEND THE
TERMINATION DATE OF THE PLAN UNTIL
JUNE 28, 2016
UNITEDHEALTH GROUP INCORPORATED
SECURITY 91324P102 MEETING TYPE Annual
TICKER SYMBOL UNH MEETING DATE 03-Jun-2013
ISIN US91324P1021 AGENDA 933799390 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
1A. ELECTION OF DIRECTOR: WILLIAM C. Management For For
BALLARD, JR.
1B. ELECTION OF DIRECTOR: EDSON BUENO, Management For For
M.D.
1C. ELECTION OF DIRECTOR: RICHARD T. Management For For
BURKE
1D. ELECTION OF DIRECTOR: ROBERT J. Management For For
DARRETTA
1E. ELECTION OF DIRECTOR: STEPHEN J. Management For For
HEMSLEY
1F. ELECTION OF DIRECTOR: MICHELE J. Management For For
HOOPER
1G. ELECTION OF DIRECTOR: RODGER A. Management For For
LAWSON
1H. ELECTION OF DIRECTOR: DOUGLAS W. Management For For
LEATHERDALE
1I. ELECTION OF DIRECTOR: GLENN M. Management For For
RENWICK
1J. ELECTION OF DIRECTOR: KENNETH I. SHINE, Management For For
M.D.
1K. ELECTION OF DIRECTOR: GAIL R. Management For For
WILENSKY, PH.D.
2. ADVISORY APPROVAL OF THE COMPANY'S Management Abstain Against
EXECUTIVE COMPENSATION.
3. RATIFICATION OF THE APPOINTMENT OF Management For For
DELOITTE & TOUCHE LLP AS THE
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE COMPANY FOR
THE YEAR ENDING DECEMBER 31, 2013.
4. THE SHAREHOLDER PROPOSAL SET FORTH Shareholder Against For
IN THE PROXY STATEMENT REQUESTING
ADDITIONAL LOBBYING DISCLOSURE, IF
PROPERLY PRESENTED AT THE 2013
ANNUAL MEETING OF SHAREHOLDERS.
THE FRESH MARKET, INC.
SECURITY 35804H106 MEETING TYPE Annual
TICKER SYMBOL TFM MEETING DATE 04-Jun-2013
ISIN US35804H1068 AGENDA 933802135 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
1. DIRECTOR Management
1 RAY BERRY For For
2 JEFFREY NAYLOR For For
3 JANE THOMPSON For For
2. RATIFICATION OF THE APPOINTMENT OF Management For For
ERNST & YOUNG LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR OUR 2013 FISCAL
YEAR.
3. ADVISORY VOTE TO APPROVE NAMED Management Abstain Against
EXECUTIVE OFFICER COMPENSATION.
MAKO SURGICAL CORP
SECURITY 560879108 MEETING TYPE Annual
TICKER SYMBOL MAKO MEETING DATE 04-Jun-2013
ISIN US5608791084 AGENDA 933805547 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
1. DIRECTOR Management
1 CHRISTOPHER C. DEWEY For For
2 RICHARD R. PETTINGILL For For
2. TO APPROVE BY NON-BINDING ADVISORY Management Abstain Against
VOTE THE COMPENSATION OF OUR NAMED
EXECUTIVE OFFICERS.
3. TO RATIFY THE APPOINTMENT OF ERNST & Management For For
YOUNG LLP AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR 2013.
VITAMIN SHOPPE, INC.
SECURITY 92849E101 MEETING TYPE Annual
TICKER SYMBOL VSI MEETING DATE 05-Jun-2013
ISIN US92849E1010 AGENDA 933799821 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
1A. ELECTION OF DIRECTOR: B. MICHAEL Management For For
BECKER
1B. ELECTION OF DIRECTOR: CATHERINE Management For For
BUGGELN
1C. ELECTION OF DIRECTOR: DEBORAH M. Management For For
DERBY
1D. ELECTION OF DIRECTOR: JOHN H. Management For For
EDMONDSON
1E. ELECTION OF DIRECTOR: DAVID H. EDWAB Management For For
1F. ELECTION OF DIRECTOR: RICHARD L. Management For For
MARKEE
1G. ELECTION OF DIRECTOR: RICHARD L. Management For For
PERKAL
1H. ELECTION OF DIRECTOR: BETH M. Management For For
PRITCHARD
1I. ELECTION OF DIRECTOR: KATHERINE Management For For
SAVITT
1J. ELECTION OF DIRECTOR: ANTHONY N. Management For For
TRUESDALE
2. ADVISORY VOTE TO APPROVE NAMED Management Abstain Against
EXECUTIVE OFFICER COMPENSATION.
3. RATIFICATION OF THE APPOINTMENT OF Management For For
DELOITTE & TOUCHE LLP AS OUR
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE 2013 FISCAL
YEAR.
NEOGENOMICS INC.
SECURITY 64049M209 MEETING TYPE Annual
TICKER SYMBOL NEO MEETING DATE 06-Jun-2013
ISIN US64049M2098 AGENDA 933825727 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
1. DIRECTOR Management
1 DOUGLAS M. VANOORT For For
2 STEVEN C. JONES For For
3 MICHAEL T. DENT, M.D. For For
4 KEVIN C. JOHNSON For For
5 RAYMOND R. HIPP For For
6 WILLIAM J. ROBISON For For
2. AN ADVISORY VOTE ON THE Management Abstain Against
COMPENSATION PAID TO OUR NAMED
EXECUTIVE OFFICERS
3. AN ADVISORY VOTE ON THE FREQUENCY Management Abstain Against
OF FUTURE ADVISORY VOTES ON THE
COMPENSATION PAID TO OUR NAMED
EXECUTIVE OFFICERS
4. TO APPROVE THE AMENDMENT OF OUR Management For For
EMPLOYEE STOCK PURCHASE PLAN
5. TO APPROVE THE AMENDMENT OF OUR Management Abstain Against
AMENDED AND RESTATED EQUITY
INCENTIVE PLAN
TINGYI (CAYMAN ISLANDS) HOLDING CORP
SECURITY G8878S103 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 07-Jun-2013
ISIN KYG8878S1030 AGENDA 704414426 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
CMMT PLEASE NOTE THAT SHAREHOLDERS ARE Non-Voting
ALLOWED TO VOTE 'IN FAVOR' OR 'AGAINST'
FOR-ALL RESOLUTIONS. THANK YOU.
CMMT PLEASE NOTE THAT THE COMPANY NOTICE Non-Voting
AND PROXY FORM ARE AVAILABLE BY
CLICKING-ON THE URL LINKS:-
http://www.hkexnews.hk/listedco/listconews/sehk/
2013/0412/LTN20130412243.pdf-
http://www.hkexnews.hk/listedco/listconews/sehk/
2013/0412/LTN20130412225.pdf
1 To receive and consider the audited accounts Management For For
and the reports of the directors and auditors for
the year ended 31 December 2012
2 To declare the payment of a final dividend for the Management For For
year ended 31 December 2012
3.1 To re-elect the retiring director and authorise the Management For For
Directors to fix their remuneration: Mr. Ryo
Yoshizawa
3.2 To re-elect the retiring director and authorise the Management For For
Directors to fix their remuneration: Mr. Wu
Chung-Yi
3.3 To re-elect the retiring director and authorise the Management For For
Directors to fix their remuneration: Mr. Lee Tiong-
Hock
4 To re-appoint auditors of the Company and Management For For
authorise the directors to fix their remuneration
5 To consider and approve the general mandate for Management For For
issue of shares
6 To consider and approve the general mandate to Management For For
repurchase shares in the capital of the Company
7 To consider and approve that the aggregate Management For For
nominal amount of shares which are repurchased
by the Company shall be added to the aggregate
nominal amount of the shares which may be
allotted pursuant to the general mandate for
issue of shares
PLEASE NOTE THAT THIS IS A REVISION Non-Voting
DUE TO MODIFICATION OF TEXT IN
RESOLUTION-7. IF YOU HAVE ALREADY
SENT IN YOUR VOTES, PLEASE DO NOT
RETURN THIS PROXY FOR-M UNLESS YOU
DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
MEDASSETS, INC.
SECURITY 584045108 MEETING TYPE Annual
TICKER SYMBOL MDAS MEETING DATE 13-Jun-2013
ISIN US5840451083 AGENDA 933819508 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
1 DIRECTOR Management
1 JOHN A. BARDIS For For
2 HARRIS HYMAN IV For For
3 TERRENCE J. MULLIGAN For For
2. TO RATIFY THE APPOINTMENT OF KPMG Management For For
LLP, AS THE INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE
COMPANY FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2013.
3. TO APPROVE THE COMPENSATION OF THE Management Abstain Against
COMPANY'S NAMED EXECUTIVE OFFICERS.
4. TO APPROVE AN AMENDMENT TO THE Management Against Against
COMPANY'S LONG TERM PERFORMANCE
INCENTIVE PLAN.
5. TO APPROVE THE COMPANY'S 2013 ANNUAL Management For For
INCENTIVE COMPENSATION PLAN.
PARMALAT SPA, COLLECCHIO
SECURITY T7S73M107 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL MEETING DATE 14-Jun-2013
ISIN IT0003826473 AGENDA 704506091 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
CMMT PLEASE NOTE THAT THIS IS AN Non-Voting
AMENDMENT TO MEETING ID 188715 DUE TO
POSTPONEMENT-OF THE MEETING DATE
FROM 17 MAY 2013 TO 14 JUNE 2013 AND
ADDITION OF RESOLUTI-ON. ALL VOTES
RECEIVED ON THE PREVIOUS MEETING
WILL BE DISREGARDED AND YOU WIL-L
NEED TO REINSTRUCT ON THIS MEETING
NOTICE. THANK YOU.
CMMT PLEASE NOTE THAT THE ITALIAN Non-Voting
LANGUAGE AGENDA IS AVAILABLE BY
CLICKING ON THE U-RL LINK:
https://materials.proxyvote.com/Approved/99999
Z/19840101/NPS_168664.P-DF
1 Approval of the statement of financial position, Management Against Against
income statement and accompanying notes at
December 31, 2012 and the related Report on
Operations. Motion for the appropriation of the
year's net profit. Review of the Report of the
Board of Statutory Auditors. Pertinent and related
resolutions
2 Decision on the substitution of the Member of the Management Abstain Against
Board of Directors Antonio Sala. Pertinent and
related resolutions
3 Decision on the substitution of the Effective Management Abstain Against
Statutory Auditor Roberto Cravero. Pertinent and
related resolutions
CMMT PLEASE NOTE THAT THIS IS A REVISION Non-Voting
DUE TO MODIFICATION IN THE TEXT OF
RESOLUT-ION 3. IF YOU HAVE ALREADY
SENT IN YOUR VOTES, PLEASE DO NOT
RETURN THIS PROXY-FORM UNLESS YOU
DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
DAVITA HEALTHCARE PARTNERS, INC.
SECURITY 23918K108 MEETING TYPE Annual
TICKER SYMBOL DVA MEETING DATE 17-Jun-2013
ISIN US23918K1088 AGENDA 933811730 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
1A. ELECTION OF DIRECTOR: PAMELA M. Management For For
ARWAY
1B. ELECTION OF DIRECTOR: CHARLES G. BERG Management For For
1C. ELECTION OF DIRECTOR: CAROL ANTHONY Management For For
DAVIDSON
1D. ELECTION OF DIRECTOR: PAUL J. DIAZ Management For For
1E. ELECTION OF DIRECTOR: PETER T. GRAUER Management For For
1F. ELECTION OF DIRECTOR: ROBERT J. Management For For
MARGOLIS
1G. ELECTION OF DIRECTOR: JOHN M. NEHRA Management For For
1H. ELECTION OF DIRECTOR: WILLIAM L. ROPER Management For For
1I. ELECTION OF DIRECTOR: KENT J. THIRY Management For For
1J. ELECTION OF DIRECTOR: ROGER J. VALINE Management For For
2. TO RATIFY THE APPOINTMENT OF KPMG LLP Management For For
AS OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR FISCAL YEAR 2013.
3. TO HOLD AN ADVISORY VOTE ON Management Abstain Against
EXECUTIVE COMPENSATION.
4. TO ADOPT AND APPROVE AN AMENDMENT Management Against Against
TO OUR 2011 INCENTIVE AWARD PLAN, ALL
AS MORE FULLY DESCRIBED IN THE PROXY
STATEMENT.
5. TO CONSIDER AND VOTE UPON A Shareholder Against For
STOCKHOLDER PROPOSAL, IF PROPERLY
PRESENTED AT THE ANNUAL MEETING,
REGARDING EXECUTIVE PAY.
6. TO CONSIDER AND VOTE UPON A Shareholder Against For
STOCKHOLDER PROPOSAL, IF PROPERLY
PRESENTED AT THE ANNUAL MEETING,
REGARDING LOBBYING.
CUTERA, INC.
SECURITY 232109108 MEETING TYPE Annual
TICKER SYMBOL CUTR MEETING DATE 19-Jun-2013
ISIN US2321091082 AGENDA 933818190 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
1. DIRECTOR Management
1 W. MARK LORTZ For For
2 GREGORY BARRETT For For
3 JERRY P. WIDMAN For For
2. RATIFICATION OF ERNST & YOUNG LLP AS Management For For
OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2013.
3. APPROVAL OF THE AMENDED AND Management For For
RESTATED 2004 EQUITY INCENTIVE PLAN.
4. A NON-BINDING ADVISORY VOTE ON THE Management For For
APPROVAL OF EXECUTIVE COMPENSATION.
LIFEWAY FOODS, INC.
SECURITY 531914109 MEETING TYPE Annual
TICKER SYMBOL LWAY MEETING DATE 20-Jun-2013
ISIN US5319141090 AGENDA 933821185 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
1 DIRECTOR Management
1 LUDMILA SMOLYANSKY For For
2 JULIE SMOLYANSKY For For
3 POL SIKAR For For
4 RENZO BERNARDI For For
5 GUSTAVO CARLOS VALLE For For
6 PAUL LEE For For
7 JASON SCHER For For
2 THE AMENDMENT OF THE COMPANY'S Management For For
ARTICLES OF INCORPORATION TO
INCREASE THE NUMBER OF SHARES OF
COMMON STOCK AUTHORIZED FOR
ISSUANCE.
3 THE AMENDMENT AND RESTATEMENT OF Management Against Against
THE COMPANY'S ARTICLES OF
INCORPORATION.
4 THE RATIFICATION OF THE APPOINTMENT Management For For
OF PLANTE & MORAN, PLLC, AS
INDEPENDENT AUDITORS FOR THE NEXT
FISCAL YEAR.
5 THE APPROVAL OF THE NON-BINDING Management Abstain Against
ADVISORY RESOLUTION APPROVING THE
COMPENSATION OF OUR NAMED
EXECUTIVE OFFICERS.
6 THE VOTE UPON A NON-BINDING ADVISORY Management Abstain Against
PROPOSAL AS TO THE FREQUENCY (EVERY
ONE, TWO OR THREE YEARS) WITH WHICH
THE NON-BINDING SHAREHOLDER VOTE TO
APPROVE THE COMPENSATION OF OUR
NAMED EXECUTIVE OFFICERS SHOULD BE
CONDUCTED.
ORTHOFIX INTERNATIONAL N.V.
SECURITY N6748L102 MEETING TYPE Annual
TICKER SYMBOL OFIX MEETING DATE 20-Jun-2013
ISIN ANN6748L1027 AGENDA 933822151 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
1. DIRECTOR Management
1 JAMES F. GERO For For
2 GUY J. JORDAN For For
3 MICHAEL R. MAINELLI For For
4 BRADLEY R. MASON For For
5 MARIA SAINZ For For
6 DAVEY S. SCOON For For
7 WALTER P. VON WARTBURG For For
8 KENNETH R. WEISSHAAR For For
2. APPROVAL OF THE BALANCE SHEET AND Management For For
INCOME STATEMENT AT AND FOR THE YEAR
ENDED DECEMBER 31, 2012.
3. RATIFICATION OF THE SELECTION OF Management For For
ERNST & YOUNG AS THE INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR ORTHOFIX AND ITS SUBSIDIARIES FOR
THE FISCAL YEAR ENDING DECEMBER 31,
2013.
4. APPROVAL OF AN ADVISORY AND NON- Management Abstain Against
BINDING RESOLUTION ON EXECUTIVE
COMPENSATION.
KIKKOMAN CORPORATION
SECURITY J32620106 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 25-Jun-2013
ISIN JP3240400006 AGENDA 704561439 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
Please reference meeting materials. Non-Voting
1 Approve Appropriation of Surplus Management For For
2.1 Appoint a Director Management For For
2.2 Appoint a Director Management For For
2.3 Appoint a Director Management For For
2.4 Appoint a Director Management For For
2.5 Appoint a Director Management For For
2.6 Appoint a Director Management For For
2.7 Appoint a Director Management For For
2.8 Appoint a Director Management For For
2.9 Appoint a Director Management For For
2.10 Appoint a Director Management For For
2.11 Appoint a Director Management For For
3 Appoint a Corporate Auditor Management For For
4 Appoint a Substitute Corporate Auditor Management For For
5 Decide the Gratis Allotment of New Share Management Against Against
Subscription Rights for the Takeover Defense
Measure
YAKULT HONSHA CO.,LTD.
SECURITY J95468120 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 25-Jun-2013
ISIN JP3931600005 AGENDA 704579880 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
1.1 Appoint a Director Management For For
1.2 Appoint a Director Management For For
1.3 Appoint a Director Management For For
1.4 Appoint a Director Management For For
1.5 Appoint a Director Management For For
1.6 Appoint a Director Management For For
1.7 Appoint a Director Management For For
1.8 Appoint a Director Management For For
1.9 Appoint a Director Management For For
1.10 Appoint a Director Management For For
1.11 Appoint a Director Management For For
1.12 Appoint a Director Management For For
1.13 Appoint a Director Management For For
1.14 Appoint a Director Management For For
1.15 Appoint a Director Management For For
MEIJI HOLDINGS CO.,LTD.
SECURITY J41729104 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 27-Jun-2013
ISIN JP3918000005 AGENDA 704583144 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
Please reference meeting materials. Non-Voting
1.1 Appoint a Director Management For For
1.2 Appoint a Director Management For For
1.3 Appoint a Director Management For For
1.4 Appoint a Director Management For For
1.5 Appoint a Director Management For For
1.6 Appoint a Director Management For For
1.7 Appoint a Director Management For For
1.8 Appoint a Director Management For For
1.9 Appoint a Director Management For For
2.1 Appoint a Corporate Auditor Management For For
2.2 Appoint a Corporate Auditor Management For For
2.3 Appoint a Corporate Auditor Management For For
2.4 Appoint a Corporate Auditor Management For For
3 Appoint a Substitute Corporate Auditor Management For For
MORINAGA MILK INDUSTRY CO.,LTD.
SECURITY J46410114 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 27-Jun-2013
ISIN JP3926800008 AGENDA 704584196 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------ ------------------------------------------------------ ----------- --------- -----------
1 Approve Appropriation of Surplus Management For For
2 Allow Board to Authorize Use of Free Share Management Against Against
Options as Anti-Takeover Defense Measure
3.1 Appoint a Director Management For For
3.2 Appoint a Director Management For For
3.3 Appoint a Director Management For For
3.4 Appoint a Director Management For For
3.5 Appoint a Director Management For For
3.6 Appoint a Director Management For For
3.7 Appoint a Director Management For For
3.8 Appoint a Director Management For For
4 Appoint a Substitute Corporate Auditor Management For For
THE KROGER CO.
SECURITY 501044101 MEETING TYPE Annual
TICKER SYMBOL KR MEETING DATE 27-Jun-2013
ISIN US5010441013 AGENDA 933824256 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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1A. ELECTION OF DIRECTOR: REUBEN V. Management For For
ANDERSON
1B. ELECTION OF DIRECTOR: ROBERT D. BEYER Management For For
1C. ELECTION OF DIRECTOR: DAVID B. DILLON Management For For
1D. ELECTION OF DIRECTOR: SUSAN J. KROPF Management For For
1E. ELECTION OF DIRECTOR: JOHN T. Management For For
LAMACCHIA
1F. ELECTION OF DIRECTOR: DAVID B. LEWIS Management For For
1G. ELECTION OF DIRECTOR: W. RODNEY Management For For
MCMULLEN
1H. ELECTION OF DIRECTOR: JORGE P. Management For For
MONTOYA
1I. ELECTION OF DIRECTOR: CLYDE R. MOORE Management For For
1J. ELECTION OF DIRECTOR: SUSAN M. Management For For
PHILLIPS
1K. ELECTION OF DIRECTOR: STEVEN R. ROGEL Management For For
1L. ELECTION OF DIRECTOR: JAMES A. RUNDE Management For For
1M. ELECTION OF DIRECTOR: RONALD L. Management For For
SARGENT
1N. ELECTION OF DIRECTOR: BOBBY S. Management For For
SHACKOULS
2. ADVISORY VOTE TO APPROVE EXECUTIVE Management Abstain Against
COMPENSATION.
3. APPROVAL OF Management For For
PRICEWATERHOUSECOOPERS LLP, AS
AUDITORS.
4. A SHAREHOLDER PROPOSAL, IF PROPERLY Shareholder Against For
PRESENTED, TO PUBLISH A REPORT ON
HUMAN RIGHTS RISKS IN THE SUPPLY
CHAIN.
5. A SHAREHOLDER PROPOSAL, IF PROPERLY Shareholder Against For
PRESENTED, TO ADOPT A POLICY THAT THE
BOARD'S CHAIRMAN BE AN INDEPENDENT
DIRECTOR.
6. A SHAREHOLDER PROPOSAL, IF PROPERLY Shareholder Against For
PRESENTED, TO ISSUE A REPORT
REGARDING EXTENDED PRODUCER
RESPONSIBILITY FOR POST-CONSUMER
PACKAGE RECYCLING.
7. A SHAREHOLDER PROPOSAL, IF PROPERLY Shareholder Against For
PRESENTED, TO ADOPT AND IMPLEMENT A
COMPREHENSIVE PALM OIL POLICY.
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 The Gabelli Healthcare & Wellness(Rx) Trust
By (Signature and Title)* /s/ Agnes Mullady
-------------------------------------------
Agnes Mullady, Principal Executive Officer
and Principal Financial Officer
Date 8/6/13
* Print the name and title of each signing officer under his or her
signature.