N-PX 1 npx_gababc.txt GABELLI INVESTOR FUNDS, INC. 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 811-07326 Gabelli Investor Funds, Inc. (Exact name of registrant as specified in charter) One Corporate Center Rye, New York 10580-1422 (Address of principal executive offices) (Zip code) Bruce N. Alpert 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 ASCENT CAPITAL GROUP, INC. SECURITY 043632108 MEETING TYPE Annual TICKER SYMBOL ASCMA MEETING DATE 02-Jul-2012 ISIN US0436321089 AGENDA 933637247 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1 DIRECTOR Management 1 JOHN C. MALONE For For 2 CARL E. VOGEL For For 2. PROPOSAL TO RATIFY THE SELECTION OF Management For For KPMG LLP AS OUR INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2012.
CATALYST HEALTH SOLUTIONS, INC. SECURITY 14888B103 MEETING TYPE Special TICKER SYMBOL CHSI MEETING DATE 02-Jul-2012 ISIN US14888B1035 AGENDA 933655524 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. TO ADOPT THE AGREEMENT AND PLAN OF Management For For MERGER, DATED AS OF APRIL 17, 2012, BY AND AMONG SXC HEALTH SOLUTIONS CORP., SXC HEALTH SOLUTIONS, INC., CATAMARAN I CORP., CATAMARAN II LLC AND CATALYST HEALTH SOLUTIONS, INC. 2. TO APPROVE, BY NON-BINDING ADVISORY Management Abstain Against VOTE, CERTAIN COMPENSATION ARRANGEMENTS FOR CATALYST'S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER CONTEMPLATED BY THE MERGER AGREEMENT. 3. TO APPROVE THE ADJOURNMENT OF THE Management For For SPECIAL MEETING BY CATALYST'S STOCKHOLDERS IF NECESSARY TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES IN FAVOR OF THE PROPOSAL TO ADOPT THE MERGER AGREEMENT.
EASYLINK SERVICES INTERNATIONAL CORP. SECURITY 277858106 MEETING TYPE Special TICKER SYMBOL ESIC MEETING DATE 02-Jul-2012 ISIN US2778581064 AGENDA 933656792 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. TO ADOPT THE AGREEMENT AND PLAN OF Management For For MERGER DATED AS OF MAY 1, 2012, AS IT MAY BE AMENDED FROM TIME TO TIME, BY AND AMONG EASYLINK SERVICES INTERNATIONAL CORPORATION, OPEN TEXT CORPORATION AND EPIC ACQUISITION SUB INC. 2. TO APPROVE, ON A NONBINDING ADVISORY Management Abstain Against BASIS, THE GOLDEN PARACHUTE COMPENSATION THAT WILL BE PAYABLE TO THE NAMED EXECUTIVE OFFICERS OF EASYLINK SERVICES INTERNATIONAL CORPORATION IN CONNECTION WITH THE CONSUMMATION OF THE MERGER PURSUANT TO THE AGREEMENT AND PLAN OF 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 APPROVE THE PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF MERGER.
CIMPOR - CIMENTOS DE PORTUGAL S.G.P.S.SA, LISBOA SECURITY X13765106 MEETING TYPE Ordinary General Meeting TICKER SYMBOL MEETING DATE 06-Jul-2012 ISIN PTCPR0AM0003 AGENDA 703936293 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- CMMT PLEASE NOTE THAT VOTING IN Non-Voting PORTUGUESE MEETINGS REQUIRES THE DISCLOSURE OF-BENEFICIAL OWNER INFORMATION, THROUGH DECLARATIONS OF PARTICIPATION AND-VOTING. BROADRIDGE WILL DISCLOSE THE BENEFICIAL OWNER INFORMATION FOR YOUR-VOTED ACCOUNTS. ADDITIONALLY, PORTUGUESE LAW DOES NOT PERMIT BENEFICIAL-OWNERS TO VOTE INCONSISTENTLY ACROSS THEIR HOLDINGS. OPPOSING VOTES MAY BE- REJECTED SUMMARILY BY THE COMPANY HOLDING THIS BALLOT. PLEASE CONTACT YOUR-CLIENT SERVICE REPRESENTATIVE FOR FURTHER DETAILS. CMMT PLEASE NOTE THAT THIS IS A Non-Voting POSTPONEMENT OF THE MEETING HELD ON 20 APR 2012. 1 This item was voted in the general meeting of Non-Voting April 20th 2012 2 Resolve on the proposal for the allocation of Management For For profits 3 Resolve on the general appraisal of the Management For For management and supervision of the Company 4 Resolve on the declaration on the remuneration Management For For policy of the members of the management and supervisory bodies of the Company 5 Resolve on the election of a new director of the Management For For Company for the current term-of-office (2009/2012), in view of the resignation submitted 6 Resolve on the disposal of own shares to Management For For employees and members of the management body of the Company and affiliates under "3C Plan", as well as the approval of the respective Regulations 7 Resolve on the disposal of own shares to Management For For employees of the group and members of the management bodies of the Company and affiliates under "ODS Plan" and its Regulations, approved in 2011, and also on the disposal of own shares to execute the stock options granted in 2010 under the "Stock Options Plan - 2004 Regulations" 8 Resolve on the acquisition and disposal of own Management For For shares
STANDARD MICROSYSTEMS CORPORATION SECURITY 853626109 MEETING TYPE Special TICKER SYMBOL SMSC MEETING DATE 10-Jul-2012 ISIN US8536261097 AGENDA 933654091 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1 TO ADOPT THE AGREEMENT AND PLAN OF Management For For MERGER, DATED AS OF MAY 1, 2012, BY AND AMONG MICROCHIP TECHNOLOGY INCORPORATED, A DELAWARE CORPORATION, MICROCHIP TECHNOLOGY MANAGEMENT CO., A DELAWARE CORPORATION AND A WHOLLY OWNED SUBSIDIARY OF MICROCHIP TECHNOLOGY INCORPORATED, AND STANDARD MICROSYSTEMS CORPORATION, AS IT MAY BE AMENDED FROM TIME TO TIME. 2 TO APPROVE ANY MOTION TO ADJOURN Management For For THE SPECIAL MEETING TO A LATER DATE OR TIME, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IN THE EVENT THERE ARE INSUFFICIENT VOTES AT THE TIME OF SUCH ADJOURNMENT TO ADOPT THE MERGER AGREEMENT. 3 TO APPROVE, ON AN ADVISORY (NON- Management Abstain Against BINDING) BASIS, THE COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO STANDARD MICROSYSTEMS 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.
WSP GROUP PLC, LONDON SECURITY G98105102 MEETING TYPE Ordinary General Meeting TICKER SYMBOL MEETING DATE 12-Jul-2012 ISIN GB0009323741 AGENDA 703944466 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1 Giving effect to the scheme, as set out in the Management For For notice of General Meeting, including amendments to the articles of association of WSP Group plc and the associated reduction of capital
WSP GROUP PLC, LONDON SECURITY G98105102 MEETING TYPE Court Meeting TICKER SYMBOL MEETING DATE 12-Jul-2012 ISIN GB0009323741 AGENDA 703946080 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- CMMT PLEASE NOTE THAT ABSTAIN IS NOT A Non-Voting VALID VOTE OPTION FOR THIS MEETING TYPE.-PLEASE CHOOSE BETWEEN "FOR" AND "AGAINST" ONLY. SHOULD YOU CHOOSE TO VOTE-ABSTAIN FOR THIS MEETING THEN YOUR VOTE WILL BE DISREGARDED BY THE ISSUER OR-ISSUERS AGENT. 1 For the purpose of considering and, if thought fit, Management For For approving(with or without modification) a Scheme of Arrangement pursuant to section 899 of the Companies Act 2006 proposed to be made between the Company and the holders of the Scheme Shares
YAHOO! INC. SECURITY 984332106 MEETING TYPE Annual TICKER SYMBOL YHOO MEETING DATE 12-Jul-2012 ISIN US9843321061 AGENDA 933658974 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1A. ELECTION OF DIRECTOR: ALFRED J. AMOROSO Management For For 1B. ELECTION OF DIRECTOR: JOHN D. HAYES Management For For 1C. ELECTION OF DIRECTOR: SUSAN M. JAMES Management For For 1D. ELECTION OF DIRECTOR: DAVID W. KENNY Management For For 1E. ELECTION OF DIRECTOR: PETER LIGUORI Management For For 1F. ELECTION OF DIRECTOR: DANIEL S. LOEB Management For For 1G. ELECTION OF DIRECTOR: THOMAS J. MCINERNEY Management For For 1H. ELECTION OF DIRECTOR: BRAD D. SMITH Management For For 1I. ELECTION OF DIRECTOR: MAYNARD G. WEBB, JR. Management For For 1J. ELECTION OF DIRECTOR: HARRY J. WILSON Management For For 1K. ELECTION OF DIRECTOR: MICHAEL J. WOLF Management For For 2. ADVISORY VOTE TO APPROVE EXECUTIVE Management Abstain Against COMPENSATION. 3. AMENDMENT TO THE COMPANY'S 1995 Management For For STOCK PLAN. 4. AMENDMENT TO THE COMPANY'S 1996 Management For For DIRECTORS' STOCK PLAN. 5. RATIFICATION OF THE APPOINTMENT OF Management For For INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
LOGICA, LONDON SECURITY G55552106 MEETING TYPE Ordinary General Meeting TICKER SYMBOL MEETING DATE 16-Jul-2012 ISIN GB0005227086 AGENDA 703943262 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1 For the purposes of giving effect to the proposed Management For For Scheme of Arrangement (the Scheme) referred to in the Notice convening the General Meeting in its original form or with or subject to any modification, addition or condition approved or imposed by the Court: (a) the directors of Logica plc be authorised to take all such action as they may consider necessary or appropriate for carrying the Scheme into effect; (b) the share capital of Logica plc be reduced by cancelling and extinguishing all of the Scheme Shares (as defined in the Scheme); (c) subject to, and forthwith upon, the reduction of capital referred to in (b) above taking effect, the application of the reserve arising following the reduction in share capital be applied in paying up new ordinary shares to be allotted and issued, credited as fully paid, to CGI Europe (as defined in the Scheme) and/or its nominee(s) in accordance with the Scheme; (d) subject to, and forthwith upon, the reduction of capital referred to in (b) above taking effect, authority be given to the directors under section 551 of the Companies Act 2006 to allot and issue ordinary shares for the purposes of implementing the Scheme; and (e) the inclusion and adoption of a new article 141 in the Articles of Association of Logica plc be approved CMMT PLEASE NOTE THAT THIS IS A REVISION Non-Voting DUE TO CHANGE IN TEXT OF RESOLUTION. IF YO-U HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS-YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
LOGICA, LONDON SECURITY G55552106 MEETING TYPE Court Meeting TICKER SYMBOL MEETING DATE 16-Jul-2012 ISIN GB0005227086 AGENDA 703943274 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- CMMT PLEASE NOTE THAT ABSTAIN IS NOT A Non-Voting VALID VOTE OPTION FOR THIS MEETING TYPE.-PLEASE CHOOSE BETWEEN "FOR" AND "AGAINST" ONLY. SHOULD YOU CHOOSE TO VOTE-ABSTAIN FOR THIS MEETING THEN YOUR VOTE WILL BE DISREGARDED BY THE ISSUER OR-ISSUERS AGENT. 1 To approve the proposed Scheme of Management For For Arrangement
NAUTICAL PETROLEUM PLC SECURITY G6400G118 MEETING TYPE Ordinary General Meeting TICKER SYMBOL MEETING DATE 16-Jul-2012 ISIN GB00B3D2ND74 AGENDA 703946725 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1 To: (i) authorise the directors of the Company to Management For For take all actions necessary or appropriate for carrying the Scheme into effect; (ii) approve the Capital Reduction and subsequent restoration of the capital in the Company in accordance with the Scheme referred to in the Notice convening the meeting; (iii) authorise, conditionally upon the Capital Reduction becoming effective, the directors of the Company to allot the relevant securities to Capricorn Energy Limited or its nominees; (iv) approve, conditionally upon the Scheme becoming effective, cancellation of the Company's securities from admission to trading on AIM; and (v) amend the Company's articles of association by adoption of the new article referred to in the Notice convening the meeting
NAUTICAL PETROLEUM PLC SECURITY G6400G118 MEETING TYPE Court Meeting TICKER SYMBOL MEETING DATE 16-Jul-2012 ISIN GB00B3D2ND74 AGENDA 703946737 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- CMMT PLEASE NOTE THAT ABSTAIN IS NOT A Non-Voting VALID VOTE OPTION FOR THIS MEETING TYPE.-PLEASE CHOOSE BETWEEN "FOR" AND "AGAINST" ONLY. SHOULD YOU CHOOSE TO VOTE-ABSTAIN FOR THIS MEETING THEN YOUR VOTE WILL BE DISREGARDED BY THE ISSUER OR-ISSUERS AGENT. 1 Approving (with or without modification) the Management For For proposed scheme of arrangement referred to in the Notice convening the said meeting (the "Scheme") and at such meeting or at any adjournment thereof
CE FRANKLIN LTD. SECURITY 125151100 MEETING TYPE Special TICKER SYMBOL CFK MEETING DATE 16-Jul-2012 ISIN CA1251511004 AGENDA 933662276 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 01 TO APPROVE THE ARRANGEMENT Management For For RESOLUTION, THE FULL TEXT OF WHICH IS SET FORTH IN APPENDIX A OF THE ACCOMPANYING MANAGEMENT CIRCULAR DATED JUNE 15, 2012.
ASIA SATELLITE TELECOMMUNICATIONS HOLDINGS LTD SECURITY G0534R108 MEETING TYPE Court Meeting TICKER SYMBOL MEETING DATE 18-Jul-2012 ISIN BMG0534R1088 AGENDA 703945090 - 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/sehk/ 2012/0624/LTN20120624012.pdf CMMT PLEASE NOTE THAT SHAREHOLDERS ARE Non-Voting ALLOWED TO VOTE 'IN FAVOR' OR 'AGAINST'-ONLY FOR RESOLUTION "1". THANK YOU. 1 For the purpose of considering and, if thought fit, Management For For approving (with or without modifications) the Scheme as set out in the notice convening the Court Meeting (the "Notice") and at the Court Meeting (and at any adjournment thereof) CMMT PLEASE NOTE THAT THIS IS A REVISION Non-Voting DUE TO CHANGE IN RECORD DATE FROM 13 JUL 2012 TO 17 JUL 2012. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETU-RN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
ASIA SATELLITE TELECOMMUNICATIONS HOLDINGS LTD SECURITY G0534R108 MEETING TYPE Special General Meeting TICKER SYMBOL MEETING DATE 18-Jul-2012 ISIN BMG0534R1088 AGENDA 703945103 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- CMMT PLEASE NOTE THAT SHAREHOLDERS ARE Non-Voting ALLOWED TO VOTE 'IN FAVOR' OR 'AGAINST'-ONLY FOR RESOLUTION "1". THANK YOU. CMMT PLEASE NOTE THAT THE COMPANY NOTICE Non-Voting IS AVAILABLE BY CLICKING ON THE URL LINK:- http://www.hkexnews.hk/listedco/listconews/sehk/ 2012/0624/LTN20120624014.pdf 1 That (a) Subject to and immediately upon the Management For For scheme of arrangement (the "Scheme") between the Company and the holders of the Scheme Shares (as defined in the Scheme) in the form of the print thereof which has been produced to this meeting and for the purposes of identification initialled by the chairman of this meeting, subject to any modification or addition or condition as may be approved or imposed by the Supreme Court of Bermuda becoming effective, the bye- laws of the Company be amended as Bye-law 1, Bye-law 3, Bye-law 4, Bye-law 5, Bye-law 7, Bye- law 8, Bye-law 9, Bye-law 10, Bye-law 12, Bye- law 14, Bye-law 15, Bye-law 16, Bye-law 20, Bye-law 21, Bye-law 23, Bye-law 25, Bye-law 26, Bye-law 28, Bye-law 38, Bye-law 42, Bye-law 53, Bye-law 54, Bye-law 56, Bye-law 58, Bye-law 63, Bye-law 66, Bye-law 74, Bye-law 75, Bye-CONTD CONT CONTD law 78, Bye-law 83, Bye-law 85, Bye-law Non-Voting 85A, Bye-law 90, Bye-law 96,-Bye-law 99, Bye- law 117, Bye-law 134, Bye-law 177, Bye-law 178, Bye-law 179,-Bye-law 186, Bye-law 187, Bye-law 190 and Bye-law 191 CMMT PLEASE NOTE THAT THIS IS A REVISION Non-Voting DUE TO RECEIPT OF ACTUAL RECORD DATE. IF Y-OU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLES-S YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
GRUPO MODELO SAB DE CV SECURITY P4833F104 MEETING TYPE ExtraOrdinary General Meeting TICKER SYMBOL MEETING DATE 20-Jul-2012 ISIN MXP4833F1044 AGENDA 703965852 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- I Discussion and, if deemed appropriate, approval Management Take No Action of an increase in the minimum fixed part of the share capital, which would be carried out through the conversion of all of the Series C, Class II shares that fully correspond to the variable part of the share capital, into an equal number of shares of the same series C, Class I, with identical characteristics, which would thereafter correspond to the minimum fixed part of the share capital. as a consequence, the minimum fixed part of the share capital would increase by MXN 955,080,503.00, while the variable part would decrease in an identical amount, for which reason the total share capital of the company would not be changed. resolutions in this regard, including the appropriate amendment to article 6 and article 7 of the corporate bylaws. resolutions in this regard II Discussion and, if deemed appropriate, approval Management Take No Action of an amendment to articles 29 and 41 of the corporate bylaws. resolutions in this regard III Discussion and, if deemed appropriate, approval Management Take No Action of a proposal for the merger of the company, under which Grupo Modelo, S.A.B. De C.V, as the company conducting the merger, would merge with the companies called Diblo, S.A. De C.V. and Direccion De Fabricas, S.A. De C.V., which would be extinguished as the companies being merged. approval of the general balance sheet of the company to May 31, 2012, on the basis of which the merger would be carried out. resolutions in this regard IV Discussion and, if deemed appropriate, approval Management Take No Action of a complete amendment of the corporate bylaws of the company, including the ratification or designation of the members of the board of directors as a consequence of the resolutions that may be passed. resolutions in this regard V Designation of delegates who will formalize and Management Take No Action carry out the resolutions that the general meeting passes. resolutions in this regard CMMT PLEASE NOTE THAT THIS MEETING HAS NO Non-Voting VOTING RIGHTS. THANK YOU. CMMT PLEASE NOTE THAT THIS IS A REVISION Non-Voting DUE TO RECEIPT OF ADDITIONAL COMMENT. IF Y-OU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLES-S YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
SRS LABS, INC. SECURITY 78464M106 MEETING TYPE Special TICKER SYMBOL SRSL MEETING DATE 20-Jul-2012 ISIN US78464M1062 AGENDA 933664270 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. TO ADOPT THE AGREEMENT AND PLAN OF Management For For MERGER AND REORGANIZATION, DATED AS OF APRIL 16, 2012 (AS THAT AGREEMENT MAY BE AMENDED IN ACCORDANCE WITH ITS TERMS) BY AND AMONG SRS LABS, INC. ("SRS"), DTS, DTS MERGER SUB, INC., A WHOLLY OWNED SUBSIDIARY OF DTS, AND DTS LLC, A WHOLLY OWNED SUBSIDIARY OF DTS (THE "MERGER PROPOSAL"). 2. TO APPROVE, ON AN ADVISORY (NON- Management Abstain Against BINDING) BASIS, THE COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO SRS' NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER AND THE AGREEMENTS AND UNDERSTANDINGS PURSUANT TO WHICH SUCH COMPENSATION MAY BE PAID OR BECOME PAYABLE (THE "MERGER-RELATED COMPENSATION PROPOSAL"). 3. TO APPROVE THE ADJOURNMENT OF THE Management For For SPECIAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO CONSTITUTE A QUORUM OR TO APPROVE THE MERGER PROPOSAL OR THE MERGER-RELATED COMPENSATION PROPOSAL.
REMY COINTREAU SA, COGNAC SECURITY F7725A100 MEETING TYPE MIX TICKER SYMBOL MEETING DATE 26-Jul-2012 ISIN FR0000130395 AGENDA 703934225 - 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 French Resident Shareowners must complete, Non-Voting sign and forward the Proxy Card-directly to the sub custodian. Please contact your Client Service-Representative to obtain the necessary card, account details and directions.-The following applies to Non-Resident Shareowners: Proxy Cards: Voting-instructions will be forwarded to the Global Custodians that have become-Registered Intermediaries, on the Vote Deadline Date. In capacity as-Registered Intermediary, the Global Custodian will sign the Proxy Card and-forward to the local custodian. If you are unsure whether your Global-Custodian acts as Registered Intermediary, please contact your 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/2012/0615/201206151204061. pdf AND https://balo.journal- officiel.gouv.fr/pdf/2012/0706/201207061204704.pdf O.1 Approval of the corporate financial statements for Management For For the financial year ended March 31, 2012 O.2 Approval of the consolidated financial statements Management For For for the financial year ended March 31, 2012 O.3 Allocation of income and setting the dividend Management For For O.4 Option for payment of the dividend in shares Management For For O.5 Approval of the Agreements pursuant to Article Management For For L.225-38 of the Commercial Code O.6 Discharge of duties to Board members Management For For O.7 Renewal of term of Mr. Francois Heriard Dubreuil Management For For as Board member O.8 Renewal of term of Mr. Gabriel Hawawini as Management For For Board member O.9 Renewal of term of Mr. Jacques-Etienne de Management For For T'Serclaes as Board member O.10 Renewal of term of the firm Ernst & Young et Management For For Autres as principal Statutory Auditor O.11 Renewal of term of the company Auditex as Management For For deputy Statutory Auditor O.12 Setting the amount of attendance allowances Management For For O.13 Authorization to the Board of Directors to Management For For purchase and sell shares of the Company pursuant to Articles L.225-209 et seq. of the Commercial Code O.14 Powers to carry out all legal formalities Management For For E.15 Authorization the Board of Directors to reduce Management For For share capital by cancellation of treasury shares of the Company E.16 Delegation of authority to the Board of Directors Management For For to decide to increase share capital by issuing shares of the Company and/or securities giving access to capital of the Company and/or by issuing securities entitling to the allotment of debt securities while maintaining shareholders' preferential subscription rights E.17 Delegation of authority to the Board of Directors Management Against Against to decide to increase share capital by issuing shares of the Company and/or securities giving access to capital of the Company and/or by issuing securities entitling to the allotment of debt securities with cancellation of shareholders' preferential subscription rights by public offering E.18 Delegation of authority to the Board of Directors Management Against Against to decide to increase share capital by issuing shares of the Company and/or securities giving access to capital of the Company and/or by issuing securities entitling to the allotment of debt securities with cancellation of shareholders' preferential subscription rights by an offer pursuant to Article L.411-2, II of the Monetary and Financial Code E.19 Authorization to the Board of Directors to set the Management Against Against issue price of securities to be issued under the seventeenth and eighteenth resolutions with cancellation of shareholders' preferential subscription rights, within the limit of 10% of capital per year E.20 Authorization to the Board of Directors to Management Against Against increase the number of issuable securities in case of issuance with or without shareholders' preferential subscription rights E.21 Authorization to the Board of Directors to Management For For increase share capital by issuing shares reserved for members of a company savings plan E.22 Authorization to reduce share capital Management For For E.23 Authorization to the Board of Directors to use the Management For For authorizations, delegations of authority or delegations of powers in case of public offer on shares of the Company E.24 Authorization to the Board of Directors to charge Management For For the costs incurred by capital increases on premiums relating to these transactions E.25 Amendment to Article 20 of the Bylaws regarding Management For For agreements between the Company and a Board members or the CEO or a Chief operating officer E.26 Powers to carry out all legal formalities Management For For CMMT PLEASE NOTE THAT THIS IS A REVISION Non-Voting DUE TO RECEIPT OF ADDITIONAL URL LINKS. IF-YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNL-ESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
ELECTRONIC ARTS INC. SECURITY 285512109 MEETING TYPE Annual TICKER SYMBOL EA MEETING DATE 26-Jul-2012 ISIN US2855121099 AGENDA 933659433 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1A ELECTION OF DIRECTOR: LEONARD S. Management For For COLEMAN 1B ELECTION OF DIRECTOR: JAY C. HOAG Management For For 1C ELECTION OF DIRECTOR: JEFFREY T. Management For For HUBER 1D ELECTION OF DIRECTOR: GERALDINE B. Management For For LAYBOURNE 1E ELECTION OF DIRECTOR: GREGORY B. Management For For MAFFEI 1F ELECTION OF DIRECTOR: VIVEK PAUL Management For For 1G ELECTION OF DIRECTOR: LAWRENCE F. Management For For PROBST III 1H ELECTION OF DIRECTOR: JOHN S. Management For For RICCITIELLO 1I ELECTION OF DIRECTOR: RICHARD A. Management For For SIMONSON 1J ELECTION OF DIRECTOR: LUIS A. UBINAS Management For For 2 APPROVAL OF AMENDMENTS TO THE 2000 Management Against Against EQUITY INCENTIVE PLAN. 3 APPROVAL OF THE EXECUTIVE BONUS Management For For PLAN. 4 ADVISORY VOTE ON THE COMPENSATION Management Abstain Against OF THE NAMED EXECUTIVE OFFICERS. 5 RATIFICATION OF THE APPOINTMENT OF Management For For KPMG LLP AS INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING MARCH 31, 2013.
GEORESOURCES, INC. SECURITY 372476101 MEETING TYPE Special TICKER SYMBOL GEOI MEETING DATE 31-Jul-2012 ISIN US3724761016 AGENDA 933665373 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. PROPOSAL TO APPROVE AND ADOPT THE Management For For AGREEMENT AND PLAN OF MERGER, DATED AS OF APRIL 24, 2012, AS IT MAY BE AMENDED FROM TIME TO TIME, BY AND AMONG GEORESOURCES, INC., HALCON RESOURCES CORPORATION, LEOPARD SUB I, INC. AND LEOPARD SUB II, LLC, AND THE TRANSACTIONS CONTEMPLATED THEREBY. 2. PROPOSAL TO APPROVE, ON A NON- Management Abstain Against BINDING, ADVISORY BASIS, THE COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO GEORESOURCES' NAMED EXECUTIVE OFFICERS THAT IS BASED ON OR OTHERWISE RELATES TO THE MERGER. 3. PROPOSAL TO APPROVE THE Management For For ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES TO APPROVE PROPOSAL 1 ABOVE.
MEDTOX SCIENTIFIC, INC. SECURITY 584977201 MEETING TYPE Special TICKER SYMBOL MTOX MEETING DATE 31-Jul-2012 ISIN US5849772018 AGENDA 933666147 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. TO ADOPT THE AGREEMENT AND PLAN OF Management For For MERGER, DATED AS OF JUNE 3, 2012, AS IT MAY BE AMENDED FROM TIME TO TIME, BY AND AMONG MEDTOX SCIENTIFIC, INC., LABORATORY CORPORATION OF AMERICA HOLDINGS AND MERCER ACQUISITION CORP. (THE "AGREEMENT AND PLAN OF MERGER"). 2. TO APPROVE AN 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 APPROVE THE PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF MERGER. 3. TO APPROVE, ON A NONBINDING ADVISORY Management Abstain Against BASIS, "GOLDEN PARACHUTE" COMPENSATION (AS DEFINED IN THE REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION) PAYABLE TO CERTAIN OF THE COMPANY'S EXECUTIVE OFFICERS IN CONNECTION WITH THE CONSUMMATION OF THE MERGER.
TII NETWORK TECHNOLOGIES, INC. SECURITY 872479209 MEETING TYPE Special TICKER SYMBOL TIII MEETING DATE 31-Jul-2012 ISIN US8724792093 AGENDA 933666173 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. TO APPROVE AND ADOPT THE AGREEMENT Management For For AND PLAN OF MERGER, DATED AS OF MAY 13, 2012, BY AND AMONG KELTA, INC., KELTA NETWORKS, INC., AND TII NETWORK TECHNOLOGIES, INC. 2. TO APPROVE, ON A NON-BINDING ADVISORY Management Abstain Against BASIS THE COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO THE COMPANY'S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER. 3. TO ADJOURN OR POSTPONE THE SPECIAL Management For For MEETING, IF NECESSARY, TO ALLOW FOR THE SOLICITATION OF ADDITIONAL PROXIES IN FAVOR OF THE PROPOSAL TO ADOPT THE MERGER AGREEMENT IF THERE ARE INSUFFICIENT VOTES TO ADOPT THE MERGER AGREEMENT.
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.
TNT EXPRESS NV, AMSTERDAM SECURITY N8726Y106 MEETING TYPE ExtraOrdinary General Meeting TICKER SYMBOL MEETING DATE 06-Aug-2012 ISIN NL0009739424 AGENDA 703944997 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- CMMT PLEASE NOTE THAT THIS IS AN Non-Voting AMENDMENT TO MEETING ID 102681 DUE TO CHANGE IN RE-CORD DATE FROM 08 JUN TO 09 JUL 2012. ALL VOTES RECEIVED ON THE PREVIOUS MEETI-NG WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE.- THANK YOU. 1 Opening and announcements Non-Voting 2 Explanation of the public offer by UPS BidCo Non-Voting B.V. (the Offeror), an indirectly-wholly-owned subsidiary of United Parcel Service, Inc. (UPS) on all issued an-d outstanding ordinary shares and all issued and outstanding American depositary shares in the capital of TNT Express N.V. (the Offer) 3.a Composition of the Supervisory Board: Management For For Conditional appointment of Mr D.J. Brutto as member of the Supervisory Board as per the Settlement Date 3.b Composition of the Supervisory Board: Management For For Conditional appointment of Mr J. Barber as member of the Supervisory Board as per the Settlement Date 3.c Composition of the Supervisory Board: Management For For Conditional appointment of Mr J. Firestone as member of the Supervisory Board as per the Settlement Date 3.d Composition of the Supervisory Board: Full and Management For For final release and discharge from liability of Mr A. Burgmans, Mr L.W. Gunning, Ms M.E. Harris and Mr R. King in connection with their conditional resignation as members of the Supervisory Board as per the Settlement Date 4 Any other business Non-Voting 5 Closing Non-Voting
PROGRESS ENERGY, INC. SECURITY 743263105 MEETING TYPE Annual TICKER SYMBOL MEETING DATE 06-Aug-2012 ISIN US7432631056 AGENDA 933663987 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1A ELECTION OF DIRECTOR: JOHN D. BAKER II Management For For 1B ELECTION OF DIRECTOR: JAMES E. BOSTIC, JR. Management For For 1C ELECTION OF DIRECTOR: HARRIS E. DELOACH, JR. Management For For 1D ELECTION OF DIRECTOR: JAMES B. HYLER, JR. Management For For 1E ELECTION OF DIRECTOR: WILLIAM D. JOHNSON Management For For 1F ELECTION OF DIRECTOR: ROBERT W. JONES Management For For 1G ELECTION OF DIRECTOR: W. STEVEN JONES Management For For 1H ELECTION OF DIRECTOR: MELQUIADES MARTINEZ Management For For 1I ELECTION OF DIRECTOR: E. MARIE MCKEE Management For For 1J ELECTION OF DIRECTOR: JOHN H. MULLIN, III Management For For 1K ELECTION OF DIRECTOR: CHARLES W. PRYOR, JR. Management For For 1L ELECTION OF DIRECTOR: CARLOS A. SALADRIGAS Management For For 1M ELECTION OF DIRECTOR: THERESA M. STONE Management For For 1N ELECTION OF DIRECTOR: ALFRED C. TOLLISON, JR. Management For For 02 ADVISORY (NONBINDING) VOTE TO Management Abstain Against APPROVE THE COMPANY'S EXECUTIVE COMPENSATION. 03 RATIFICATION OF THE SELECTION OF Management For For DELOITTE & TOUCHE LLP AS PROGRESS ENERGY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2012. 04 RE-APPROVE THE MATERIAL TERMS OF Management For For PERFORMANCE GOALS UNDER THE COMPNAY'S 2007 EQUITY INCENTIVE PLAN AS REQUIRED BY SECTION 162(M) OF THE INTERNAL REVENUE CODE.
LIBERTY MEDIA CORPORATION SECURITY 530322106 MEETING TYPE Annual TICKER SYMBOL LMCA MEETING DATE 08-Aug-2012 ISIN US5303221064 AGENDA 933668533 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. DIRECTOR Management 1 DONNE F. FISHER For For 2 GREGORY B. MAFFEI For For 3 ANDREA L. WONG For For 2. THE SAY-ON-PAY PROPOSAL, TO APPROVE, Management Abstain Against ON AN ADVISORY BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3. THE SAY-ON-FREQUENCY PROPOSAL, TO Management Abstain Against APPROVE, ON AN ADVISORY BASIS, THE FREQUENCY AT WHICH STOCKHOLDERS ARE PROVIDED AN ADVISORY VOTE ON THE COMPENSATION OF NAMED EXECUTIVE OFFICERS. 4. A PROPOSAL TO ADOPT THE LIBERTY Management Against Against MEDIA CORPORATION 2011 INCENTIVE PLAN. 5. A PROPOSAL TO ADOPT THE LIBERTY Management Against Against MEDIA CORPORATION 2011 NONEMPLOYEE DIRECTOR INCENTIVE PLAN. 6. A PROPOSAL TO RATIFY THE SELECTION OF Management For For KPMG LLP AS OUR INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2012.
LIBERTY INTERACTIVE CORPORATION SECURITY 53071M104 MEETING TYPE Annual TICKER SYMBOL LINTA MEETING DATE 08-Aug-2012 ISIN US53071M1045 AGENDA 933668545 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. A PROPOSAL (THE "TRACKING STOCK Management For For PROPOSAL") TO AMEND AND RESTATE OUR CERTIFICATE OF INCORPORATION TO CREATE A NEW TRACKING STOCK TO BE DESIGNATED THE LIBERTY VENTURES COMMON STOCK AND TO MAKE CERTAIN CONFORMING CHANGES TO OUR EXISTING LIBERTY INTERACTIVE COMMON STOCK. 2. A PROPOSAL TO AUTHORIZE THE Management For For ADJOURNMENT OF THE ANNUAL MEETING BY LIBERTY INTERACTIVE CORPORATION TO PERMIT FURTHER SOLICITATION OF PROXIES, IF NECESSARY OR APPROPRIATE, IF SUFFICIENT VOTES ARE NOT REPRESENTED AT THE ANNUAL MEETING TO APPROVE THE TRACKING STOCK PROPOSAL. 3. DIRECTOR Management 1 MICHAEL A. GEORGE For For 2 GREGORY B. MAFFEI For For 3 M. LAVOY ROBISON For For 4. A PROPOSAL TO RATIFY THE SELECTION OF Management For For KPMG LLP AS OUR INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2012.
MICRONETICS, INC. SECURITY 595125105 MEETING TYPE Special TICKER SYMBOL NOIZ MEETING DATE 08-Aug-2012 ISIN US5951251058 AGENDA 933668951 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. TO ADOPT THE AGREEMENT AND PLAN OF Management For For MERGER, DATED AS OF JUNE 8, 2012 (WHICH WE REFER TO AS THE MERGER AGREEMENT), BY AND AMONG MERCURY COMPUTER SYSTEMS, INC., WILDCAT MERGER SUB INC. AND MICRONETICS, AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME. 2. TO APPROVE ON AN ADVISORY BASIS (NON- Management Abstain BINDING) CERTAIN COMPENSATION THAT MAY BE PAID TO OR RECEIVED BY MICRONETICS' EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER. 3. TO APPROVE THE ADJOURNMENT OF THE Management For For SPECIAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE MEETING TO ADOPT THE MERGER AGREEMENT. 4. TO TRANSACT SUCH OTHER BUSINESS AS Management No Action MAY PROPERLY COME BEFORE THE SPECIAL MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF.
EXTORRE GOLD MINES LIMITED SECURITY 30227B109 MEETING TYPE Special TICKER SYMBOL XG MEETING DATE 15-Aug-2012 ISIN CA30227B1094 AGENDA 933670526 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 01 TO PASS A SPECIAL RESOLUTION Management For For APPROVING AN ARRANGEMENT UNDER SECTION 192 OF THE CANADA BUSINESS CORPORATIONS ACT INVOLVING THE CORPORATION, ITS SHAREHOLDERS AND YAMANA GOLD INC. ("YAMANA") PURSUANT TO WHICH, AMONG OTHER THINGS, YAMANA WILL ACQUIRE ALL OF THE OUTSTANDING COMMON SHARES OF THE CORPORATION (THE "COMMON SHARES") FOR $3.50 IN CASH AND A 0.0467 OF A COMMON SHARE OF YAMANA IN EXCHANGE FOR EACH COMMON SHARE, ALL AS MORE PARTICULARLY DESCRIBED IN THE ACCOMPANYING MANAGEMENT INFORMATION CIRCULAR OF THE CORPORATION.
AEGIS GROUP PLC, LONDON SECURITY G0105D215 MEETING TYPE Court Meeting TICKER SYMBOL MEETING DATE 16-Aug-2012 ISIN GB00B4JV1B90 AGENDA 703982101 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- CMMT PLEASE NOTE THAT ABSTAIN IS NOT A Non-Voting VALID VOTE OPTION FOR THIS MEETING TYPE.-PLEASE CHOOSE BETWEEN "FOR" AND "AGAINST" ONLY. SHOULD YOU CHOOSE TO VOTE-ABSTAIN FOR THIS MEETING THEN YOUR VOTE WILL BE DISREGARDED BY THE ISSUER OR-ISSUERS AGENT. 1 For the purpose of considering and, if thought fit, Management For For approving the Scheme
AEGIS GROUP PLC, LONDON SECURITY G0105D215 MEETING TYPE Ordinary General Meeting TICKER SYMBOL MEETING DATE 16-Aug-2012 ISIN GB00B4JV1B90 AGENDA 703982113 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1 That: (A) the Scheme between the Company and Management For For the holders of Scheme Shares (as defined in the Scheme), be and is hereby approved; (B) for the purpose of giving effect to the Scheme in its original form or with or subject to any modification, addition or condition approved or imposed by the Court: (i) the share capital of the Company be reduced by cancelling and extinguishing all the Scheme Shares; (ii) following and contingent upon such capital reduction, the reserve arising in the books of account of the Company as a result of the cancellation of the Scheme Shares be applied in paying up in full at par such number of new ordinary shares of 5.5 pence each as shall be equal to the number of Scheme Shares cancelled as aforesaid, which shall be allotted and issued, credited as fully paid, in accordance with the Scheme; and CONTD CONT CONTD (iii) the directors of the Company be Non-Voting hereby authorised pursuant to and-in accordance with paragraphs 549 and 551 of the Companies Act 2006 to give-effect to this special resolution and accordingly to effect the allotment of-the new ordinary shares referred to in sub-paragraph (B)(ii) above; (C) upon-the passing of this special resolution, the articles of association of the- Company be amended on the terms described in the notice of the General-Meeting
COLLECTIVE BRANDS, INC. SECURITY 19421W100 MEETING TYPE Special TICKER SYMBOL PSS MEETING DATE 21-Aug-2012 ISIN US19421W1009 AGENDA 933671530 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. TO ADOPT THE AGREEMENT AND PLAN OF Management For For MERGER, DATED AS OF MAY 1, 2012, AS IT MAY BE AMENDED FROM TIME TO TIME, AMONG COLLECTIVE BRANDS, INC., WBG- PSS HOLDINGS LLC, WBG-PSS MERGER SUB INC. AND WOLVERINE WORLD WIDE, INC. 2. 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 AGREEMENT AND PLAN OF MERGER. 3. TO APPROVE, BY NON-BINDING, ADVISORY Management Abstain Against VOTE, CERTAIN COMPENSATION ARRANGEMENTS FOR COLLECTIVE BRANDS, INC.'S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER CONTEMPLATED BY THE AGREEMENT AND PLAN OF MERGER.
PROGRESS ENERGY RESOURCES CORP. SECURITY 74326Y107 MEETING TYPE Special TICKER SYMBOL PRQNF MEETING DATE 28-Aug-2012 ISIN CA74326Y1079 AGENDA 933672722 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 01 A SPECIAL RESOLUTION, THE FULL TEXT OF Management For For WHICH IS SET FORTH IN APPENDIX A TO THE INFORMATION CIRCULAR AND PROXY STATEMENT OF PROGRESS DATED JULY 20, 2012 (THE "INFORMATION CIRCULAR"), APPROVING AN ARRANGEMENT UNDER SECTION 193 OF THE BUSINESS CORPORATIONS ACT (ALBERTA) INVOLVING PROGRESS, PETRONAS CARIGALI CANADA LTD., HOLDERS OF COMMON SHARES OF PROGRESS, HOLDERS OF 5.25% CONVERTIBLE UNSECURED SUBORDINATED DEBENTURES OF PROGRESS HOLDERS OF 5.75% SERIES B CONVERTIBLE UNSECURED SUBORDINATED DEBENTURES AND CERTAIN OTHER SECURITYHOLDERS OF PROGRESS.
ARIBA, INC. SECURITY 04033V203 MEETING TYPE Special TICKER SYMBOL ARBA MEETING DATE 29-Aug-2012 ISIN US04033V2034 AGENDA 933672380 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. TO ADOPT THE AGREEMENT AND PLAN OF Management For For MERGER, DATED AS OF MAY 22, 2012, BY AND AMONG SAP AMERICA, INC., A DELAWARE CORPORATION (SAP), ANGEL EXPANSION CORPORATION, A DELAWARE CORPORATION AND WHOLLY-OWNED SUBSIDIARY OF SAP, AND ARIBA, AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME. 2. TO APPROVE, ON A NON-BINDING ADVISORY Management Abstain Against BASIS, THE COMPENSATION TO BE PAID TO ARIBA'S NAMED EXECUTIVE OFFICERS THAT IS BASED ON OR OTHERWISE RELATES TO THE MERGER, INCLUDING THE AGREEMENTS AND UNDERSTANDINGS WITH ARIBA PURSUANT TO WHICH SUCH COMPENSATION MAY BE PAID OR BECOME PAYABLE. 3. TO APPROVE THE ADJOURNMENT OF THE Management For For SPECIAL MEETING TO A LATER DATE, IF THE CHAIRMAN OF THE SPECIAL MEETING DETERMINES THAT IT IS NECESSARY OR APPROPRIATE AND IS PERMITTED BY THE MERGER AGREEMENT, TO SOLICIT ADDITIONAL PROXIES IF THERE IS NOT A QUORUM PRESENT OR THERE ARE NOT SUFFICIENT VOTES IN FAVOR OF ADOPTION OF THE MERGER AGREEMENT AT THE TIME OF THE MEETING.
INTERLINE BRANDS, INC. SECURITY 458743101 MEETING TYPE Special TICKER SYMBOL IBI MEETING DATE 29-Aug-2012 ISIN US4587431010 AGENDA 933674170 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. TO ADOPT THE AGREEMENT AND PLAN OF Management For For MERGER, DATED AS OF MAY 29, 2012, BY AND AMONG ISABELLE HOLDING COMPANY INC., ISABELLE ACQUISITION SUB INC. AND INTERLINE BRANDS, INC. 2. APPROVAL, ON AN ADVISORY (NON- Management Abstain Against BINDING) BASIS, OF THE GOLDEN PARACHUTE COMPENSATION TO APPROVE, ON AN ADVISORY (NON-BINDING) BASIS, THE GOLDEN PARACHUTE COMPENSATION. 3. ADJOURNMENT OR POSTPONEMENT OF Management For For THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES TO ADJOURN THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES.
HERITAGE OIL PLC, ST HELIER SECURITY G4509M102 MEETING TYPE ExtraOrdinary General Meeting TICKER SYMBOL MEETING DATE 30-Aug-2012 ISIN JE00B2Q4TN56 AGENDA 703995538 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1 Approval of the proposed acquisition Management For For 2 Approval of the contingent deposit Management For For 3 Authority to allot relevant securities Management For For
SUN HEALTHCARE GROUP, INC SECURITY 86677E100 MEETING TYPE Special TICKER SYMBOL SUNH MEETING DATE 05-Sep-2012 ISIN US86677E1001 AGENDA 933672378 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. ADOPTION OF THE AGREEMENT AND PLAN Management For For OF MERGER, DATED JUNE 20, 2012, BY AND AMONG GENESIS HEALTHCARE LLC, JAM ACQUISITION LLC AND SUN HEALTHCARE GROUP, INC., AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME. 2. APPROVAL OF THE ADJOURNMENT OF THE Management For For SPECIAL MEETING, IF NECESSARY TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO ADOPT THE MERGER AGREEMENT. 3. APPROVAL, ON AN ADVISORY (NON- Management Abstain Against BINDING) BASIS, OF THE "GOLDEN PARACHUTE" COMPENSATION ARRANGEMENTS THAT MAY BE PAID OR BECOME PAYABLE TO OUR NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER AND THE AGREEMENTS AND UNDERSTANDINGS PURSUANT TO WHICH SUCH COMPENSATION MAY BE PAID OR BECOME PAYABLE.
THE PEP BOYS - MANNY, MOE & JACK SECURITY 713278109 MEETING TYPE Annual TICKER SYMBOL PBY MEETING DATE 12-Sep-2012 ISIN US7132781094 AGENDA 933671376 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1A. ELECTION OF DIRECTOR: JANE SCACCETTI Management For For 1B. ELECTION OF DIRECTOR: JOHN T. SWEETWOOD Management For For 1C. ELECTION OF DIRECTOR: M. SHAN ATKINS Management For For 1D. ELECTION OF DIRECTOR: ROBERT H. HOTZ Management For For 1E. ELECTION OF DIRECTOR: JAMES A. MITAROTONDA Management For For 1F. ELECTION OF DIRECTOR: NICK WHITE Management For For 1G. ELECTION OF DIRECTOR: MICHAEL R. ODELL Management For For 2. AN ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION. Management Abstain Against 3. THE RATIFICATION OF THE APPOINTMENT Management For For OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 4. A SHAREHOLDER PROPOSAL REGARDING Shareholder Against For REQUIRING OUR EXECUTIVE OFFICERS TO RETAIN PEP BOYS STOCK FOLLOWING THE TERMINATION OF THEIR EMPLOYMENT, IF PRESENTED BY ITS PROPONENT.
H&R BLOCK, INC. SECURITY 093671105 MEETING TYPE Annual TICKER SYMBOL HRB MEETING DATE 13-Sep-2012 ISIN US0936711052 AGENDA 933673370 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1A. ELECTION OF DIRECTOR: PAUL J. BROWN Management For For 1B. ELECTION OF DIRECTOR: WILLIAM C. COBB Management For For 1C. ELECTION OF DIRECTOR: MARVIN R.ELLISON Management For For 1D. ELECTION OF DIRECTOR: ROBERT A. GERARD Management For For 1E. ELECTION OF DIRECTOR: DAVID BAKER LEWIS Management For For 1F. ELECTION OF DIRECTOR: VICTORIA J. REICH Management For For 1G. ELECTION OF DIRECTOR: BRUCE C. ROHDE Management For For 1H. ELECTION OF DIRECTOR: TOM D. SEIP Management For For 1I. ELECTION OF DIRECTOR: CHRISTIANNA WOOD Management For For 1J. ELECTION OF DIRECTOR: JAMES F. WRIGHT Management For For 2. RATIFICATION OF THE APPOINTMENT OF Management For For DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 3. ADVISORY APPROVAL OF THE COMPANY'S Management Abstain Against NAMED EXECUTIVE OFFICER COMPENSATION. 4. APPROVAL OF THE 2013 LONG-TERM INCENTIVE PLAN. Management Against Against 5. APPROVAL OF THE AMENDED AND Management For For RESTATED 2000 EMPLOYEE STOCK PURCHASE PLAN. 6. SHAREHOLDER PROPOSAL CONCERNING Shareholder Against For PROXY ACCESS, IF PRESENTED AT THE MEETING.
EDELMAN FINANCIAL GROUP INC SECURITY 27943Q105 MEETING TYPE Special TICKER SYMBOL EF MEETING DATE 13-Sep-2012 ISIN US27943Q1058 AGENDA 933677695 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. APPROVAL OF THE AGREEMENT AND PLAN Management For For OF MERGER DATED AS OF APRIL 16, 2012, AS IT MAY BE AMENDED, BY AND AMONG SUMMER HOLDINGS II, INC., SUMMER MERGER SUB, INC., AND THE EDELMAN FINANCIAL GROUP INC. 2. APPROVAL, ON A NON-BINDING ADVISORY Management Abstain Against BASIS, OF THE COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE AGREEMENT AND PLAN OF MERGER. 3. APPROVAL OF THE ADJOURNMENT OR Management For For POSTPONEMENT OF THE SPECIAL MEETING TO ANOTHER TIME AND/OR PLACE FOR THE PURPOSE OF SOLICITING ADDITIONAL PROXIES IN FAVOR OF THE PROPOSAL TO APPROVE THE AGREEMENT AND PLAN OF MERGER, IF NECESSARY.
CASEY'S GENERAL STORES, INC. SECURITY 147528103 MEETING TYPE Annual TICKER SYMBOL CASY MEETING DATE 14-Sep-2012 ISIN US1475281036 AGENDA 933675994 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. DIRECTOR Management 1 KENNETH H. HAYNIE For For 2 WILLIAM C. KIMBALL For For 3 RICHARD A. WILKEY For For 2. TO RATIFY THE APPOINTMENT OF KPMG LLP Management For For AS THE INDEPENDENT AUDITORS OF THE COMPANY FOR THE FISCAL YEAR ENDING APRIL 30, 2013. 3. TO APPROVE, ON AN ADVISORY BASIS, THE Management Abstain Against COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.
TYCO INTERNATIONAL LTD. SECURITY H89128104 MEETING TYPE Special TICKER SYMBOL TYC MEETING DATE 17-Sep-2012 ISIN CH0100383485 AGENDA 933676580 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. THE APPROVAL OF THE DISTRIBUTION OF Management For For SHARES OF ADT COMMON STOCK TO BE MADE IN THE FORM OF A SPECIAL DIVIDEND IN KIND OUT OF QUALIFYING CONTRIBUTED SURPLUS. 2. THE APPROVAL OF THE DISTRIBUTION OF Management For For TYCO FLOW CONTROL COMMON SHARES TO BE MADE IN THE FORM OF A SPECIAL DIVIDEND IN KIND OUT OF QUALIFYING CONTRIBUTED SURPLUS. 3. DIRECTOR Management 1 GEORGE R. OLIVER For For 2 FRANK M. DRENDEL For For 4. THE APPROVAL OF THE PAYMENT OF AN Management For For ORDINARY CASH DIVIDEND OUT OF QUALIFYING CONTRIBUTED SURPLUS IN THE AGGREGATE AMOUNT OF UP TO $0.30 PER SHARE. 5. THE APPROVAL OF THE TYCO Management Against Against INTERNATIONAL LTD. 2012 STOCK AND INCENTIVE PLAN.
BRIGHTPOINT, INC. SECURITY 109473405 MEETING TYPE Special TICKER SYMBOL CELL MEETING DATE 19-Sep-2012 ISIN US1094734050 AGENDA 933680527 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. TO APPROVE THE AGREEMENT AND PLAN Management For For OF MERGER, DATED AS OF JUNE 29, 2012 (THE "MERGER AGREEMENT"), BY AND AMONG THE COMPANY, INGRAM MICRO, INC., A DELAWARE CORPORATION ("PARENT") AND MERGER SUB, INC., AND INDIANA CORPORATION AND WHOLLY- OWNED SUBSIDIARY OF PARENT ("MERGER SUB"), ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. 2. TO APPROVE, ON A NON-BINDING, Management Abstain Against ADVISORY BASIS, THE COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO THE COMPANY'S NAMED EXECUTIVE OFFICERS THAT IS BASED ON OR OTHERWISE RELATES TO 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 APPROVE THE MERGER AGREEMENT.
TAKE-TWO INTERACTIVE SOFTWARE, INC. SECURITY 874054109 MEETING TYPE Annual TICKER SYMBOL TTWO MEETING DATE 20-Sep-2012 ISIN US8740541094 AGENDA 933674435 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. DIRECTOR Management 1 STRAUSS ZELNICK For For 2 ROBERT A. BOWMAN For For 3 SUNGHWAN CHO For For 4 MICHAEL DORNEMANN For For 5 BRETT ICAHN For For 6 J. MOSES For For 7 JAMES L. NELSON For For 8 MICHAEL SHERESKY For For 2. APPROVAL OF THE AMENDMENT TO THE Management Against Against TAKE-TWO INTERACTIVE SOFTWARE, INC. 2009 STOCK INCENTIVE PLAN. 3. APPROVAL OF AN AMENDMENT TO THE Management For For RESTATED CERTIFICATE OF INCORPORATION OF THE COMPANY TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM 150 MILLION TO 200 MILLION. 4. ADVISORY VOTE TO APPROVE THE Management Abstain Against COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. 5. RATIFICATION OF THE APPOINTMENT OF Management For For ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING MARCH 31, 2013.
NEXEN INC. SECURITY 65334H102 MEETING TYPE Special TICKER SYMBOL NXY MEETING DATE 20-Sep-2012 ISIN CA65334H1029 AGENDA 933680921 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 01 A SPECIAL RESOLUTION, THE FULL TEXT OF Management For For WHICH IS SET FORTH IN APPENDIX A TO THE ACCOMPANYING INFORMATION CIRCULAR AND PROXY STATEMENT OF THE COMPANY DATED AUGUST 16, 2012 (THE "INFORMATION CIRCULAR"), TO APPROVE A PLAN OF ARRANGEMENT UNDER SECTION 192 OF THE CANADA BUSINESS CORPORATIONS ACT, ALL AS MORE PARTICULARLY DESCRIBED IN THE INFORMATION CIRCULAR.
CREDO PETROLEUM CORPORATION SECURITY 225439207 MEETING TYPE Special TICKER SYMBOL CRED MEETING DATE 25-Sep-2012 ISIN US2254392077 AGENDA 933678875 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. ADOPTION OF THE AGREEMENT AND PLAN Management For For OF MERGER, DATED AS OF JUNE 3, 2012, BY AND AMONG FORESTAR GROUP INC., LONGHORN ACQUISITION INC. AND CREDO PETROLEUM CORPORATION, AS DESCRIBED IN THE PROXY STATEMENT (THE "MERGER AGREEMENT"). 2. APPROVAL ON A NON-BINDING, ADVISORY Management Abstain Against BASIS, OF THE COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE, IF ANY, TO THE COMPANY'S NAMED EXECUTIVE OFFICERS THAT IS BASED ON OR OTHERWISE RELATES TO THE MERGER (AS DEFINED IN THE PROXY STATEMENT) OR CONTEMPLATED BY THE MERGER AGREEMENT. 3. APPROVAL OF THE ADJOURNMENT OF THE Management For For SPECIAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES TO ADOPT THE MERGER AGREEMENT.
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.
QUEST SOFTWARE, INC. SECURITY 74834T103 MEETING TYPE Special TICKER SYMBOL QSFT MEETING DATE 25-Sep-2012 ISIN US74834T1034 AGENDA 933682747 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. TO ADOPT THE AGREEMENT & PLAN OF Management For For MERGER (THE "MERGER AGREEMENT") AMONG THE COMPANY, DELL INC., A DELAWARE CORPORATION ("PARENT") & DIAMOND MERGER SUB INC. A DELAWARE CORPORATION & WHOLLY OWNED SUBSIDIARY OF PARENT ("MERGER SUB") PROVIDING FOR THE MERGER OF MERGER SUB WITH & INTO THE COMPANY ("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 BECOME PAYABLE TO THE COMPANY'S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE COMPLETION 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 ADOPT THE MERGER AGREEMENT.
MICRO FOCUS INTERNATIONAL PLC, NEWBURY SECURITY G6117L137 MEETING TYPE Annual General Meeting TICKER SYMBOL MEETING DATE 26-Sep-2012 ISIN GB00B7786072 AGENDA 703966070 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1 That the Company's audited financial statements Management For For for the financial year ended 30 April 2012 together with the report of the directors of the Company (the 'Directors') and the auditor's report be received and adopted 2 That a final dividend for the year ended 30 April Management For For 2012 of 23.4 cents per ordinary share be declared 3 That the Directors' remuneration report for the Management For For year ended 30 April 2012 be approved 4 That Kevin Loosemore, who retires voluntarily by Management For For rotation and offers himself for re-election in accordance with the Company's articles of association, be re-elected as a Director 5 That Mike Phillips, who retires voluntarily by Management For For rotation and offers himself for re-election in accordance with the Company's articles of association, be re-elected as a Director 6 That David Maloney, who retires voluntarily by Management For For rotation and offers himself for re-election in accordance with the Company's articles of association, be re-elected as a Director 7 That Tom Skelton, who retires voluntarily by Management For For rotation and offers himself for re-election in accordance with the Company's articles of association, be re-elected as a Director 8 That Karen Slatford, who retires voluntarily by Management For For rotation and offers herself for re-election in accordance with the Company's articles of association, be re-elected as a Director 9 That Tom Virden, who has been appointed since Management For For the last annual general meeting, retires voluntarily and offers himself for election in accordance with the Company's articles of association, be elected as a Director 10 That PricewaterhouseCoopers LLP be re- Management For For appointed as auditors of the Company to hold office until the conclusion of the next annual general meeting of the Company before which audited financial statements of the Company are laid 11 That the Directors be authorised to determine the Management For For remuneration of the Company's auditors 12 That the Directors be and are hereby generally Management For For and unconditionally authorised in accordance with section 551 of the Companies Act 2006 (the 'Act') to allot Relevant Securities (as defined in the notes to this resolution): (a) up to an aggregate nominal amount of GBP 6,204,211; and (b) comprising equity securities (within the meaning of section 560 of the Act) up to an aggregate nominal amount of GBP 12,408,422 (after deducting from such limit the aggregate nominal amount of any Relevant Securities allotted under sub-paragraph (a) above) in connection with an offer by way of rights issue to holders of Ordinary Shares of 11 4/11 pence each in the capital of the Company ('Ordinary Shares') in proportion (as nearly as may be practicable) to their existing holdings and to holders of other equity securities as CONTD CONT CONTD required by the rights of those securities Non-Voting or, as the Directors-otherwise consider necessary, but subject to such exclusions or other-arrangements as the Directors may deem necessary or expedient in relation to-treasury shares, fractional entitlements, record dates, legal or practical-problems in or under the laws of any territory or the requirements of any- regulatory body or stock exchange, and such authority shall expire on the-date of the annual general meeting of the Company to be held in 2013 or, if-earlier, 1 November 2013, but so that the Company may, in each case, before-such expiry make an offer or agreement which would or might require Relevant-Securities to be allotted after such expiry and the Directors may allot- Relevant Securities in pursuance of any such offer or agreement as if the-power conferred CONTD CONT CONTD hereby had not expired. This authority Non-Voting shall be in substitution for any-previous authorities granted in this regard by the Company, but without-prejudice to any allotment of Relevant Securities or grant of rights already- made, offered or agreed to be made pursuant to such authorities 13 That, subject to the passing of resolution 12 in Management For For the Notice of Annual General Meeting, the Directors be and are hereby empowered pursuant to section 570 of the Act to allot equity securities (within the meaning of section 560 of the Act) of the Company for cash pursuant to the general authority conferred by resolution 12 above as if section 561(1) of the Act did not apply to any such allotment and to sell equity securities (within the meaning of section 560 of that Act) if, immediately before the sale, such shares are held by the Company as treasury shares for cash as if section 561(1) of that Act did not apply to such sale, provided that this power shall be limited to the allotment of equity securities and the sale of treasury shares: (a) in connection with an offer of such securities (but in the case of the authority CONTD CONT CONTD granted under sub-paragraph (b) of Non-Voting resolution 12, by way of a rights-issue only) to holders of Ordinary Shares in proportion (as nearly as may be-practicable) to their respective holdings of such shares and to holders of-other equity securities, as required by the rights of those securities or, as-the Directors otherwise consider necessary, but subject to such exclusions or-other arrangements as the Directors may deem necessary or expedient in- relation to treasury shares, fractional entitlements, record dates or any-legal or practical problems in or under the laws of any territory, or the-requirements of any regulatory body or stock exchange; and (b) (other than- pursuant to sub-paragraph 13(a) above) up to an aggregate nominal amount of-GBP 930,631; and such power shall expire on the date of the annual general-CONTD CONT CONTD meeting of the Company to be held in Non-Voting 2013 or, if earlier, 1 November-2013 but so that the Company may before such expiry make an offer or-agreement which would or might require equity securities to be allotted or-treasury shares to be sold (as the case may be) after such expiry and the-Directors may allot equity securities in pursuance of such offer or agreement-as if the power conferred hereby had not expired. This resolution revokes and-replaces all unexercised powers previously granted to the Directors to allot-equity securities as if section 561(1) of the Act did not apply but without-prejudice to any allotment of equity securities already made or agreed to be-made pursuant to such authorities 14 That, subject to, and in accordance with the Management For For Company's articles of association, the Company be and is hereby generally and unconditionally authorised for the purposes of section 701 of the Act to make market purchases (as defined by section 693(4) of the Act) of Ordinary Shares provided that: (a) the maximum aggregate number of Ordinary Shares authorised to be purchased is 24,552,297 Ordinary Shares; (b) the minimum price which shall be paid for each Ordinary Share is 114 11 pence; (c) the maximum price which may be paid for each Ordinary Share is an amount equal to the higher of (i) 105 per cent of the average of the middle market quotations for an Ordinary Share as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the Company agrees to buy the CONTD CONT CONTD shares concerned; and (ii) the higher of Non-Voting the price of the last-independent trade of any Ordinary Share and the highest current bid for an-Ordinary Share as stipulated by Article 5(1) of Commission Regulation (EC) 22-December 2003 implementing the Market Abuse Directive as regards exemptions-for buyback programmes and stabilisation of financial instruments- (2273/2003); (d) unless previously renewed, varied or revoked, the authority-hereby conferred shall expire at the conclusion of the annual general meeting-of the Company to be held in 2013 or 1 November 2013 (whichever is the- earlier); and (e) the Company may, before such expiry, make a contract to-purchase Ordinary Shares under the authority hereby conferred which will or-may be executed wholly or partly after the expiry of such authority, and may-make a purchase CONTD CONT CONTD of Ordinary Shares in pursuance of such Non-Voting a contract 15 That the Company be and is hereby generally Management For For and unconditionally authorised to hold general meetings (other than annual general meetings) on 14 clear days' notice from the date of the passing of this resolution and expiring at the conclusion of the annual general meeting of the Company to be held in 2013 or 1 November 2013 (whichever is the earlier)
MICRO FOCUS INTERNATIONAL PLC, NEWBURY SECURITY G6117L137 MEETING TYPE Ordinary General Meeting TICKER SYMBOL MEETING DATE 26-Sep-2012 ISIN GB00B7786072 AGENDA 704045497 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1 To amend the articles of association of the Management For For Company and to approve the B/C Share Scheme 2 To authorise the directors to allot New Ordinary Shares Management For For 3 To empower the directors to allot New Ordinary Management Against Against Shares for cash on a non pre-emptive basis 4 To authorise the Company to purchase its own shares Management For For
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.
SUNOCO,INC. SECURITY 86764P109 MEETING TYPE Special TICKER SYMBOL SUN MEETING DATE 04-Oct-2012 ISIN US86764P1093 AGENDA 933684450 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. TO APPROVE AND ADOPT AGREEMENT & Management For For PLAN OF MERGER, DATED AS OF APRIL 29, 2012, AS AMENDED BY AMENDMENT NO. 1 THERETO, DATED AS OF JUNE 15, 2012, BY AND AMONG SUNOCO, INC. ("SUNOCO"), ENERGY TRANSFER PARTNERS, L.P. ("ETP"), ENERGY TRANSFER PARTNERS GP, L.P., SAM ACQUISITION CORPORATION, AND, FOR LIMITED PURPOSES SET FORTH THEREIN, ENERGY TRANSFER EQUITY, L.P. 2. TO APPROVE, ON AN ADVISORY (NON- Management Abstain Against BINDING) BASIS, SPECIFIED COMPENSATION THAT MAY BE RECEIVED BY SUNOCO'S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER. 3. TO APPROVE ANY ADJOURNMENTS OF THE Management For For SPECIAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF THE PROPOSAL TO APPROVE AND ADOPT THE MERGER AGREEMENT.
STRATTEC SECURITY CORPORATION SECURITY 863111100 MEETING TYPE Annual TICKER SYMBOL STRT MEETING DATE 09-Oct-2012 ISIN US8631111007 AGENDA 933685058 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. DIRECTOR Management 1 HAROLD M. STRATTON II For For 2 THOMAS W. FLORSHEIM, JR For For 2. TO APPROVE THE NON-BINDING ADVISORY Management Abstain Against PROPOSAL ON EXECUTIVE COMPENSATION.
TEXAS INDUSTRIES, INC. SECURITY 882491103 MEETING TYPE Annual TICKER SYMBOL TXI MEETING DATE 10-Oct-2012 ISIN US8824911031 AGENDA 933681202 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1A. ELECTION OF DIRECTOR: JOHN D. BAKER II Management For For 1B. ELECTION OF DIRECTOR: MEL G. BREKHUS Management For For 1C. ELECTION OF DIRECTOR: EUGENIO CLARIOND Management For For 1D. ELECTION OF DIRECTOR: SAM COATS Management For For 1E. ELECTION OF DIRECTOR: SEAN P. FOLEY Management For For 1F. ELECTION OF DIRECTOR: BERNARD LANIGAN, JR. Management For For 1G. ELECTION OF DIRECTOR: THOMAS R. RANSDELL Management For For 1H. ELECTION OF DIRECTOR: ROBERT D. ROGERS Management For For 1I. ELECTION OF DIRECTOR: THOMAS L. RYAN Management For For 1J. ELECTION OF DIRECTOR: RONALD G. STEINHART Management For For 1K. ELECTION OF DIRECTOR: DOROTHY C. WEAVER Management For For 2. TO RATIFY THE SELECTION OF ERNST & Management For For YOUNG LLP AS OUR INDEPENDENT AUDITORS. 3. APPROVE EXECUTIVE COMPENSATION. Management Abstain Against 4. APPROVE THE TEXAS INDUSTRIES, INC. Management Against Against 2004 OMNIBUS EQUITY COMPENSATION PLAN, AS AMENDED AND RESTATED. 5. APPROVE THE TEXAS INDUSTRIES, INC. Management Against Against MANAGEMENT DEFERRED COMPENSATION PLAN.
THE L.S. STARRETT COMPANY SECURITY 855668109 MEETING TYPE Annual TICKER SYMBOL SCX MEETING DATE 17-Oct-2012 ISIN US8556681091 AGENDA 933688751 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. DIRECTOR Management 1 DAVID A. LEMOINE For For 2 DOUGLAS A. STARRETT For For 2. TO APPROVE THE L.S. STARRETT COMPANY Management For For 2012 EMPLOYEES' STOCK PURCHASE PLAN. 3. TO APPROVE THE L.S. STARRETT COMPANY Management For For 2012 LONG-TERM INCENTIVE PLAN. 4. TO RATIFY THE APPOINTMENT OF GRANT Management For For THORNTON LLP AS THE COMPANY'S PUBLIC ACCOUNTING FIRM FOR FISCAL 2013.
ASIA SATELLITE TELECOMMUNICATIONS HOLDINGS LTD SECURITY G0534R108 MEETING TYPE Special General Meeting TICKER SYMBOL MEETING DATE 18-Oct-2012 ISIN BMG0534R1088 AGENDA 704067328 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- CMMT PLEASE NOTE THAT THE COMPANY NOTICE Non-Voting AND PROXY FORM IS AVAILABLE BY CLICKING-ON THE URL LINK:- http://www.hkexnews.hk/listedco/listconews/SEH K/2012/0926/LTN20120926238.pdf-AND- http://www.hkexnews.hk/listedco/listconews/sehk/ 2012/0926/LTN20120926226.pdf CMMT PLEASE NOTE THAT SHAREHOLDERS ARE Non-Voting ALLOWED TO VOTE 'IN FAVOR' OR 'AGAINST'-ONLY FOR RESOLUTION "1". THANK YOU. 1 To approve, confirm and ratify the Renewed Management For For Transponder Master Agreement and the Proposed Transactions (both as defined in the circular of the Company dated 27 September 2012 (the "Circular") (including the Proposed Caps (as defined in the Circular)), and to authorise the directors of the Company to execute such documents and to do such acts as may be considered by such directors in their discretion to be necessary or incidental in connection with the Renewed Transponder Master Agreement
AMERIGROUP CORPORATION SECURITY 03073T102 MEETING TYPE Special TICKER SYMBOL AGP MEETING DATE 23-Oct-2012 ISIN US03073T1025 AGENDA 933684842 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. TO ADOPT THE AGREEMENT AND PLAN OF Management For For MERGER, DATED AS OF JULY 9, 2012, BY AND AMONG WELLPOINT, INC., THE COMPANY AND WELLPOINT MERGER SUB, INC., AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF WELLPOINT (AS IT MAY BE AMENDED FROM TIME TO TIME, THE "MERGER AGREEMENT"). 2. TO APPROVE AN ADJOURNMENT OF THE Management For For SPECIAL MEETING, IF NECESSARY OR APPROPRIATE IN THE VIEW OF THE BOARD OF DIRECTORS, TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF THE PROPOSAL TO ADOPT THE MERGER AGREEMENT IF THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF SUCH ADJOURNMENT TO ADOPT THE MERGER AGREEMENT. 3. TO APPROVE, ON A NON-BINDING, Management Abstain Against ADVISORY BASIS, CERTAIN COMPENSATION THAT WILL OR MAY BECOME PAYABLE BY THE COMPANY TO ITS NAMED EXECUTIVE OFFICERS THAT IS BASED ON OR OTHERWISE RELATES TO THE MERGER.
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. BEGLEY Management For For 1C. ELECTION OF DIRECTOR: ELLEN L. BROTHERS Management For For 1D. ELECTION OF DIRECTOR: VIRGIS W. COLBERT Management For For 1E. ELECTION OF DIRECTOR: SEAN M. CONNOLLY Management For For 1F. ELECTION OF DIRECTOR: LAURETTE T. KOELLNER Management For For 1G. ELECTION OF DIRECTOR: CRAIG P. OMTVEDT Management For For 1H. ELECTION OF DIRECTOR: SIR IAN PROSSER Management For For 1I. ELECTION OF DIRECTOR: JONATHAN P. WARD Management For For 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 COMPENSATION. Management Abstain Against 4. VOTE ON APPROVAL OF THE 2012 LONG- Management Against Against TERM INCENTIVE STOCK PLAN.
U.S. HOME SYSTEMS, INC. SECURITY 90335C100 MEETING TYPE Special TICKER SYMBOL USHS MEETING DATE 26-Oct-2012 ISIN US90335C1009 AGENDA 933690655 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. TO ADOPT THE AGREEMENT AND PLAN OF Management For For MERGER, DATED AS OF AUGUST 6, 2012, BY AND AMONG THD AT-HOME SERVICES, INC., A DELAWARE CORPORATION, UMPIRE ACQUISITION CORP., A DELAWARE CORPORATION AND A WHOLLY OWNED SUBSIDIARY OF THD AT-HOME SERVICES, INC., AND U.S. HOME SYSTEMS, INC., AS IT MAY BE AMENDED FROM TIME TO TIME. 2. TO APPROVE ON A NON-BINDING, ADVISORY Management Abstain Against BASIS, THE "GOLDEN PARACHUTE" COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO U.S. HOME SYSTEMS, INC.'S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE CONSUMMATION OF THE MERGER. 3. TO APPROVE ANY MOTION TO ADJOURN Management For For THE SPECIAL MEETING TO A LATER DATE OR TIME, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IN THE EVENT THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF SUCH ADJOURNMENT TO ADOPT THE MERGER AGREEMENT.
COOPER INDUSTRIES PLC SECURITY G24140111 MEETING TYPE Special TICKER SYMBOL MEETING DATE 26-Oct-2012 ISIN IE00B40K9117 AGENDA 933692736 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. APPROVAL OF THE SCHEME OF ARRANGEMENT. Management For For 2. CANCELLATION OF COOPER SHARES Management For For PURSUANT TO THE SCHEME OF ARRANGEMENT. 3. DIRECTORS' AUTHORITY TO ALLOT Management For For SECURITIES AND APPLICATION OF RESERVES. 4. AMENDMENT TO ARTICLES OF ASSOCIATION. Management For For 5. CREATION OF DISTRIBUTABLE RESERVES OF NEW EATON. Management For For 6. APPROVAL ON AN ADVISORY BASIS OF Management Abstain Against SPECIFIED COMPENSATORY ARRANGEMENTS BETWEEN COOPER AND ITS NAMED EXECUTIVES. 7. ADJOURNMENT OF THE EXTRAORDINARY Management For For GENERAL MEETING.
COOPER INDUSTRIES PLC SECURITY G24140108 MEETING TYPE Special TICKER SYMBOL CBE MEETING DATE 26-Oct-2012 ISIN IE00B40K9117 AGENDA 933692748 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. TO APPROVE THE SCHEME OF ARRANGEMENT. Management For For
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.
CHINA KANGHUI HOLDINGS SECURITY 16890V100 MEETING TYPE Special TICKER SYMBOL KH MEETING DATE 31-Oct-2012 ISIN US16890V1008 AGENDA 933698625 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- S1. TO APPROVE, BY SPECIAL RESOLUTION, Management For For THE MERGER AND ADOPT THE AGREEMENT AND PLAN OF MERGER DATED AS OF SEPTEMBER 27, 2012 BY AND AMONG THE COMPANY, MEDTRONIC, INC., AND KERRY MERGER CORP., AS IT MAY BE AMENDED FROM TIME TO TIME, AND ANY AND ALL TRANSACTIONS CONTEMPLATED THEREBY (INCLUDING, BUT NOT LIMITED TO, THE PLAN OF MERGER REFERRED TO IN SECTION 233(3) OF THE COMPANIES LAW OF THE CAYMAN ISLANDS (2011 REVISION), AND THE AMENDMENT AND RESTATEMENT OF THE COMPANY'S MEMORANDUM AND ARTICLES OF ASSOCIATION). 2. TO CONSIDER SUCH OTHER BUSINESS AS Management For For MAY PROPERLY COME BEFORE THE MEETING, INCLUDING ANY PROPOSAL TO ADJOURN THE MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF THE APPROVAL OF THE MERGER AND THE APPROVAL AND ADOPTION OF THE MERGER AGREEMENT IN THE EVENT THAT THERE ARE INSUFFICIENT PROXIES RECEIVED TO PASS THE SPECIAL RESOLUTIONS DURING THE MEETING. 3. MARK BOX AT RIGHT IF YOU WISH TO GIVE Management For For A DISCRETIONARY PROXY TO A PERSON DESIGNATED BY THE COMPANY. (MARK "FOR" = YES AND "AGAINST" = NO)
BRITISH SKY BROADCASTING GROUP PLC, ISLEWORTH MIDD SECURITY G15632105 MEETING TYPE Annual General Meeting TICKER SYMBOL MEETING DATE 01-Nov-2012 ISIN GB0001411924 AGENDA 704068584 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1 To receive the financial statements for the year Management For For ended 30 June 2012, together with the reports of the Directors and Auditors thereon 2 To declare a final dividend for the year ended 30 Management For For June 2012 of 16.20 pence for each ordinary share in the capital of the Company 3 To reappoint Tracy Clarke as a Director Management For For 4 To reappoint Jeremy Darroch as a Director Management For For 5 To reappoint David F. DeVoe as a Director Management For For 6 To reappoint Nicholas Ferguson as a Director Management For For 7 To reappoint Martin Gilbert as a Director Management For For 8 To reappoint Andrew Griffith as a Director Management For For 9 To reappoint Andrew Higginson as a Director Management For For 10 To reappoint Thomas Mockridge as a Director Management For For 11 To reappoint James Murdoch as a Director Management For For 12 To reappoint Matthieu Pigasse as a Director Management For For 13 To reappoint Daniel Rimer as a Director Management For For 14 To reappoint Arthur Siskind as a Director Management For For 15 To reappoint Lord Wilson of Dinton as a Director Management For For 16 To reappoint Deloitte LLP as Auditors of the Management For For Company and to authorise the Directors to agree their remuneration 17 To approve the report on Directors' remuneration Management For For for the year ended 30 June 2012 18 That, in accordance with sections 366 and 367 of Management For For the Companies Act 2006, the Company and all companies that are subsidiaries of the Company at the time at which this Resolution is passed or at any time during the period for which this Resolution has effect are generally and unconditionally authorised to: (a) make political donations to political parties or independent election candidates, not exceeding GBP 100,000 in total; (b) make political donations to political organisations other than political parties, not exceeding GBP 100,000 in total; and (c) incur political expenditure, not exceeding GBP 100,000 in total, (as such terms are defined in the Companies Act 2006) during the period beginning with the date of the passing of this Resolution and ending on 31 December 2013 or, if sooner, the conclusion of the annual general meeting of the Company to be held in 2013, provided that the authorised sum referred to in paragraphs (a), (b) and (c) above may be comprised of one or more amounts in different currencies which, for the purposes of calculating the said sum, shall be converted into pounds sterling at the exchange rate published in the London edition of the Financial Times on the day on which the relevant donation is made or expenditure incurred (or the first business day thereafter) or, if earlier, on the day in which the Company enters into any contract or undertaking in relation to the same 19 That the Directors be generally and Management For For unconditionally authorised pursuant to and in accordance with section 551 of the Companies Act 2006 to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for, or to convert any security into, shares in the Company (Rights) up to a maximum nominal amount of GBP 273,000,000 (being approximately 33% of the issued ordinary share capital of the Company), provided that this authority shall expire at the conclusion of the annual general meeting of the Company to be held in 2013, save that the Company shall be entitled to make offers or agreements before the expiry of this authority which would or might require shares to be allotted or Rights to be granted after such expiry and the Directors shall be entitled to allot shares and grant Rights pursuant to any such offers or agreements as if this authority had not expired; and all unexercised authorities previously granted to the Directors to allot shares and grant Rights be and are hereby revoked 20 That, (a) subject to the passing of Resolution 19 Management For For set out above, the Directors be empowered pursuant to section 570 and section 573 of the Companies Act 2006 to allot equity securities, within the meaning of section 560 of that Act, for cash pursuant to the authority conferred by Resolution 18, as if section 561 (1) of that Act did not apply to any such allotment, provided that this power shall be limited to: (i) the allotment of equity securities in connection with a rights issue; and (ii) the allotment to any person or persons (otherwise than in connection with a rights issue) of equity securities up to an aggregate nominal amount of GBP 41,000,000 (being approximately 5% of the issued ordinary share capital of the Company); (b) the power given by this resolution shall expire upon the expiry of the authority conferred by Resolution 18 set out above, save that the Directors shall be entitled to make offers or agreements before the expiry of such power which would or might require equity securities to be allotted after such expiry and the Directors shall be entitled to allot equity securities pursuant to any such offers or agreements as if the power conferred hereby had not expired; and (c) for the purposes of this Resolution, "rights issue" means a rights issue, open offer or other offer of equity securities open for acceptance for a period fixed by the Directors to holders of equity securities on the register on a fixed record date where the equity securities respectively attributable to the interests of such holders are proportionate (as nearly as may be practicable) to their respective holdings of such equity securities or in accordance with the rights attached thereto (but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements or legal or practical problems under the laws of, or the requirements, of any recognised body or any stock exchange in, any territory or by virtue of shares being represented by depositary receipts or any other matter) 21 That until the conclusion of the annual general Management For For meeting of the Company in 2013, a general meeting of the Company, other than an annual general meeting of the Company, may be called on not less than 14 clear days' notice 22 That, subject to and conditional on the passing of Management For For Resolutions 23 and 24 set out below, the Company be and is hereby generally and unconditionally authorised for the purpose of section 701 of the Companies Act 2006 to make market purchases (within the meaning of section 693(4) of the Companies Act 2006) of its ordinary shares of GBP 0.50 each on such terms and in such manner as the Directors may from time to time determine provided that: (a) the maximum number of ordinary shares authorised to be purchased is 248,313,994 (representing approximately 14.99% of the Company's issued share capital as at 17 September 2012); (b) the minimum price (excluding expenses) which may be paid for each ordinary share is GBP 0.50; (c) the maximum price (excluding expenses) which may be paid for each ordinary share is the higher of: (i) 105% of the average of the middle market quotations for an ordinary share in the Company as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which such share is contracted to be purchased; and (ii) the amount stipulated by Article 5(1) of the EU Buyback and Stabilisation Regulation (being the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share on the trading venue where the purchase is carried out); (d) the authority hereby conferred shall, unless previously varied, revoked or renewed, expire on the date on which the annual general meeting of the Company is held in 2013 or, if earlier, when the Company has repurchased such number of ordinary shares as shall result in the aggregate total payment by the Company to shareholders of GBP 500,000,000 pursuant to market purchases made under this authority and off-market purchases made pursuant to the authority granted by Resolution 23; and (e) the Company may, before the expiry of the authority granted by this resolution, enter into a contract to purchase ordinary shares which will or may be executed wholly or partly after the expiry of such authority 23 That, subject to and conditional upon the passing Management For For of Resolution 22 set out above and Resolution 24 set out below, the terms of the agreement between the Company, BSkyB Holdco Inc., News Corporation and News UK Nominees Limited dated 25 July 2012 (a copy of which has been produced to the meeting and made available at the Company's registered office for not less than 15 days ending with the date of this meeting) pursuant to which the Company may make off- market purchases (as defined by section 693(2) of the Companies Act 2006) of its ordinary shares of GBP 0.50 each from BSkyB Holdco Inc. (as beneficial owner) and News UK Nominees Limited (as legal owner), be and are hereby approved and authorised for the purposes of section 694 of the Companies Act 2006 and that: (a) the Company be and is hereby authorised to make such off-market purchases from News UK Nominees Limited, provided that this authority shall expire on the date on which the annual general meeting of the Company is held in 2013 or, if earlier, when the Company has repurchased such number of ordinary shares as shall result in the aggregate total payment by the Company to shareholders of GBP 500,000,000 pursuant to off-market purchases made pursuant to this authority and market purchases made under the authority granted by Resolution 22; and (b) the Company may, before expiry of the authority granted by this resolution enter into a contract to purchase ordinary shares which will be executed wholly or partly after the expiry of such authority 24 That subject to and conditional upon the passing Management For For of Resolutions 22 and 23 set out above, the agreement between the Company, BSkyB Holdco Inc., News Corporation and News UK Nominees Limited dated 25 July 2012 (a copy of which has been produced to the meeting) pursuant to which the Company may make off- market purchases (as defined by section 693(2) of the Companies Act 2006) of its ordinary shares of GBP 0.50 each from BSkyB Holdco Inc. (as beneficial owner) and News UK Nominees Limited (as legal owner), be and is hereby approved and that the Directors be and are hereby authorised to take all such steps as may be necessary or desirable in relation thereto and to carry the same into effect
LAM RESEARCH CORPORATION SECURITY 512807108 MEETING TYPE Annual TICKER SYMBOL LRCX MEETING DATE 01-Nov-2012 ISIN US5128071082 AGENDA 933688802 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. DIRECTOR Management 1 MARTIN B. ANSTICE For For 2 ERIC K. BRANDT For For 3 MICHAEL R. CANNON For For 4 YOUSSEF A. EL-MANSY For For 5 CHRISTINE A. HECKART For For 6 GRANT M. INMAN For For 7 CATHERINE P. LEGO For For 8 STEPHEN G. NEWBERRY For For 9 KRISHNA C. SARASWAT For For 10 WILLIAM R. SPIVEY For For 11 ABHIJIT Y. TALWALKAR For For 2. ADVISORY VOTE ON FISCAL YEAR 2012 Management Abstain Against EXECUTIVE COMPENSATION ("SAY ON PAY"). 3. RATIFICATION OF THE APPOINTMENT OF Management For For INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2013.
INTERNATIONAL RECTIFIER CORPORATION SECURITY 460254105 MEETING TYPE Annual TICKER SYMBOL IRF MEETING DATE 06-Nov-2012 ISIN US4602541058 AGENDA 933690009 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. DIRECTOR Management 1 ROBERT S. ATTIYEH For For 2 MARY B. CRANSTON For For 3 RICHARD J. DAHL For For 4 DWIGHT W. DECKER For For 5 DIDIER HIRSCH For For 6 OLEG KHAYKIN For For 7 THOMAS A. LACEY For For 8 JAMES D. PLUMMER For For 9 BARBARA L. RAMBO For For 10 ROCHUS E. VOGT For For 2. PROPOSAL TO APPROVE, BY NON-BINDING Management Abstain Against VOTE, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. 3. PROPOSAL TO RATIFY THE APPOINTMENT Management For For OF ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR FISCAL YEAR 2013.
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.
MEDIWARE INFORMATION SYSTEMS, INC. SECURITY 584946107 MEETING TYPE Special TICKER SYMBOL MEDW MEETING DATE 08-Nov-2012 ISIN US5849461075 AGENDA 933697902 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. TO ADOPT AND APPROVE THE MERGER Management For For AGREEMENT AND APPROVE THE MERGER. 2. TO APPROVE, ON A NON-BINDING, Management Abstain Against ADVISORY BASIS, THE COMPENSATION AND RELATED AGREEMENTS AND ARRANGEMENTS OF THE NAMED EXECUTIVE OFFICERS OF MEDIWARE THAT ARE BASED UPON OR OTHERWISE RELATE TO THE MERGER. 3. TO APPROVE THE ADJOURNMENT OR Management For For POSTPONEMENT OF THE SPECIAL MEETING IF NECESSARY OR APPROPRIATE TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES PROPERLY CAST AT THE TIME OF THE MEETING TO ADOPT AND APPROVE THE MERGER AGREEMENT AND APPROVE THE MERGER.
PHYSICIANS FORMULA HOLDINGS, INC. SECURITY 719427106 MEETING TYPE Special TICKER SYMBOL FACE MEETING DATE 08-Nov-2012 ISIN US7194271067 AGENDA 933698649 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. TO ADOPT THE AGREEMENT AND PLAN OF Management For For MERGER, DATED AS OF SEPTEMBER 26, 2012, BY AND AMONG PHYSICIANS FORMULA HOLDINGS, INC., A DELAWARE CORPORATION, MARKWINS INTERNATIONAL CORPORATION, A CALIFORNIA CORPORATION, AND MARKWINS MERGER SUB, INC., A DELAWARE CORPORATION. 2. TO APPROVE, ON A NON-BINDING, Management Abstain Against ADVISORY BASIS, CERTAIN COMPENSATION THAT MAY BECOME PAYABLE TO THE NAMED EXECUTIVE OFFICERS OF PHYSICIANS FORMULA HOLDINGS, INC. IN CONNECTION WITH THE MERGER UNDER CERTAIN CIRCUMSTANCES. 3. TO APPROVE THE ADJOURNMENT OF THE Management For For SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, INCLUDING TO SOLICIT ADDITIONAL PROXIES IN THE EVENT THERE ARE INSUFFICIENT VOTES TO ADOPT THE MERGER AGREEMENT DESCRIBED ABOVE AT THE TIME OF THE SPECIAL MEETING.
PERNOD-RICARD, PARIS SECURITY F72027109 MEETING TYPE MIX TICKER SYMBOL MEETING DATE 09-Nov-2012 ISIN FR0000120693 AGENDA 704074234 - 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 French Resident Shareowners must complete, Non-Voting sign and forward the Proxy Card-directly to the sub custodian. Please contact your Client Service-Representative to obtain the necessary card, account details and directions.-The following applies to Non-Resident Shareowners: Proxy Cards: Voting-instructions will be forwarded to the Global Custodians that have become-Registered Intermediaries, on the Vote Deadline Date. In capacity as-Registered Intermediary, the Global Custodian will sign the Proxy Card and-forward to the local custodian. If you are unsure whether your Global-Custodian acts as Registered Intermediary, please contact your representative CMMT PLEASE NOTE THAT IMPORTANT Non-Voting ADDITIONAL MEETING INFORMATION IS AVAILABLE BY-CLICKING ON THE MATERIAL URL LINK: http://www.journal- officiel.gouv.fr//pdf/20- 12/1003/201210031205905.pdf AND https://balo.journal-officiel.gouv.fr/pdf/2012- /1019/201210191206055.pdf O.1 Approval of the corporate financial statements for Management For For the financial year ended June 30, 2012 O.2 Approval of the consolidated financial statements Management For For for the financial year ended June 30, 2012 O.3 Allocation of income for the financial year ended Management For For June 30, 2012 and setting the dividend O.4 Approval of the regulated Agreements pursuant Management For For to Articles L.225-38 et seq. of the Commercial Code O.5 Approval of the commitments pursuant to Article Management For For L. 225-42-1 of the Commercial Code regarding Mr. Pierre Pringuet O.6 Approval of the commitments pursuant to Article Management For For L. 225-42-1 of the Commercial Code regarding Mr. Alexandre Ricard O.7 Ratification of the cooptation of Mrs. Martina Management For For Gonzalez-Gallarza as Board member. O.8 Ratification of the cooptation of Mr. Alexandre Management For For Ricard as Board member O.9 Renewal of term of Mr. Alexandre Ricard as Management For For Board member O.10 Renewal of term of Mr. Pierre Pringuet as Board member Management For For O.11 Renewal of term of Mr. Wolfgang Colberg as Management For For Board member O.12 Renewal of term of Mr. Cesar Giron as Board member Management For For O.13 Renewal of term of Mrs. Martina Gonzalez- Management For For Gallarza as Board member O.14 Appointment of Mr. Ian Gallienne as Board member Management For For O.15 Setting the annual amount of attendance Management For For allowances allocated to the Board members O.16 Authorization to be granted to the Board of Management For For Directors to trade in Company's shares E.17 Authorization to be granted to the Board of Management For For Directors to carry out free allocation of performance shares to employees and corporate Executives of the Company and Group companies E.18 Authorization to be granted to the Board of Management For For Directors to grant options entitling to the subscription for shares of the Company to be issued or to purchase existing shares of the Company to employees and corporate Executives of the Company and Group companies E.19 Delegation of authority to be granted to the Board Management Against Against of Directors to decide to increase share capital by issuing shares or securities giving access to capital reserved for members of a company savings plan with cancellation of preferential subscription rights in favor of the latter E.20 Amendment to Article 5 of the bylaws regarding Management For For the duration of the Company E.21 Amendment to Article 20 of the bylaws regarding Management For For the age limit of the Chairman of the Board of Directors E.22 Alignment of Article 27 of the bylaws with legal Management For For and regulatory provisions E.23 Alignment of Article 32 of the bylaws with legal Management For For and regulatory provisions E.24 Alignment of Article 33 of the bylaws with legal Management For For and regulatory provisions E.25 Powers to carry out all required legal formalities Management For For CMMT PLEASE NOTE THAT THIS IS A REVISION Non-Voting DUE TO ADDITION OF URL LINK. IF YOU HAVE A-LREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DEC-IDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
NRG ENERGY, INC. SECURITY 629377508 MEETING TYPE Special TICKER SYMBOL NRG MEETING DATE 09-Nov-2012 ISIN US6293775085 AGENDA 933696974 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. TO APPROVE THE ISSUANCE OF NRG Management For For ENERGY, INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE, PURSUANT TO THE AGREEMENT AND PLAN OF MERGER, DATED AS OF JULY 20, 2012, BY AND AMONG NRG ENERGY, INC., PLUS MERGER CORPORATION AND GENON ENERGY, INC. 2. TO APPROVE AN AMENDMENT TO NRG Management For For ENERGY, INC.'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO FIX THE MAXIMUM NUMBER OF DIRECTORS THAT MAY SERVE ON NRG'S BOARD OF DIRECTORS AT 16 DIRECTORS. 3. TO APPROVE ANY MOTION TO ADJOURN Management For For THE NRG ENERGY, INC. SPECIAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES.
GENON ENERGY, INC. SECURITY 37244E107 MEETING TYPE Special TICKER SYMBOL GEN MEETING DATE 09-Nov-2012 ISIN US37244E1073 AGENDA 933697320 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. TO ADOPT THE AGREEMENT AND PLAN OF Management For For MERGER, DATED AS OF JULY 20, 2012, BY AND AMONG NRG ENERGY, INC., PLUS MERGER CORPORATION AND GENON ENERGY, INC., AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH IS ATTACHED AS ANNEX A TO THE JOINT PROXY STATEMENT/PROSPECTUS ACCOMPANYING THIS NOTICE (THE "MERGER" PROPOSAL). 2. TO CONDUCT AN ADVISORY VOTE ON THE Management Abstain Against MERGER-RELATED COMPENSATION ARRANGEMENTS OF OUR NAMED EXECUTIVE OFFICERS (THE "MERGER- RELATED COMPENSATION" PROPOSAL). 3. TO APPROVE ANY MOTION TO ADJOURN Management For For THE GENON SPECIAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES (THE "GENON ADJOURNMENT" PROPOSAL).
ORIGIN ENERGY LTD SECURITY Q71610101 MEETING TYPE Annual General Meeting TICKER SYMBOL MEETING DATE 12-Nov-2012 ISIN AU000000ORG5 AGENDA 704064067 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- CMMT VOTING EXCLUSIONS APPLY TO THIS Non-Voting MEETING FOR PROPOSALS 6, 7, 8 AND 9 AND VOTES-CAST BY ANY INDIVIDUAL OR RELATED PARTY WHO BENEFIT FROM THE PASSING OF THE-PROPOSAL/S WILL BE DISREGARDED BY THE COMPANY. HENCE, IF YOU HAVE OBTAINED-BENEFIT OR EXPECT TO OBTAIN FUTURE BENEFIT YOU SHOULD NOT VOTE (OR VOTE-"ABSTAIN") ON THE RELEVANT PROPOSAL ITEMS. BY DOING SO, YOU ACKNOWLEDGE THAT-YOU HAVE OBTAINED BENEFIT OR EXPECT TO OBTAIN BENEFIT BY THE PASSING OF THE- RELEVANT PROPOSAL/S. BY VOTING (FOR OR AGAINST) ON PROPOSALS (6, 7, 8 AND 9),-YOU ACKNOWLEDGE THAT YOU HAVE NOT OBTAINED BENEFIT NEITHER EXPECT TO OBTAIN-BENEFIT BY THE PASSING OF THE RELEVANT PROPOSAL/S AND YOU COMPLY WITH THE-VOTING EXCLUSION. 2 Election of Sir Ralph J Norris KNZM Management For For 3 Re-election of Mr John H Akehurst Management For For 4 Re-election of Ms Karen A Moses Management For For 5 Re-election of Dr Helen M Nugent AO Management For For 6 Adoption of Remuneration Report (Non-binding Management For For advisory vote) 7 Grant of long term incentives to Mr Grant A King- Management For For Managing Director 8 Grant of long term incentives to Ms Karen A Management For For Moses-Executive Director 9 Approval of potential termination benefits Management For For CMMT PLEASE NOTE THAT THIS IS A REVISION Non-Voting DUE TO CHANGE IN MEETING DATE FROM 24 OCT-2012 TO 12 NOV 2012 AND CHANGE IN MEETING TIME FROM 10:30 TO 10:00. IF YOU HAV-E ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU-DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
PERVASIVE SOFTWARE INC. SECURITY 715710109 MEETING TYPE Annual TICKER SYMBOL PVSW MEETING DATE 12-Nov-2012 ISIN US7157101095 AGENDA 933696099 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. DIRECTOR Management 1 DAVID A. BOUCHER For For 2 JEFFREY S. HAWN For For 3 MICHAEL E. HOSKINS For For 2. TO RATIFY THE APPOINTMENT OF GRANT Management For For THORNTON LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING JUNE 30, 2013.
AMIL PARTICIPACOES SA SECURITY P0R997100 MEETING TYPE ExtraOrdinary General Meeting TICKER SYMBOL MEETING DATE 14-Nov-2012 ISIN BRAMILACNOR0 AGENDA 704150591 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- CMMT IMPORTANT MARKET PROCESSING Non-Voting REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF AT-TORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION-S IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED-. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE CMMT PLEASE NOTE THAT VOTES 'IN FAVOR' AND Non-Voting 'AGAINST' IN THE SAME AGENDA ITEM ARE NO-T ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN ARE A-LLOWED. THANK YOU 1.I Of the choice of the specialized company to be Management For For hired for the preparation of the valuation report for the company at economic value, for the purpose of the public tender offer for acquisition for the delisting of the company as a publicly traded company in category a with the Brazilian securities commission, from here onwards the delisting and the CVM, and its consequent delisting from the special securities trading segment of BM and Fbovespa S.A., Bolsa De Valores, Mercadorias e Futuros, which is called the novo Mercado, from here onwards the BM and Fbovespa and the Novo Mercado, respectively, as well as for the discontinuation, by the company, of the differentiated corporate governance practices established in the novo mercado listing rules, from here onwards the novo Mercado rules and the delisting from the novo mercado, respectively, in accordance with that which is provided for in sections x and xi of the novo mercado rules, in chapter vi of the corporate bylaws of the company, in article 4, paragraph 4, of law number 6404 of December 15, 1976, as amended, from here onwards the Brazilian corporate law, and in CVM instruction number 361 of March 5, 2002, as amended, in accordance with the following list of three valuation companies prepared by the board of directors of the company Goldman Sachs Do Brasil Banco Multiplo S.A., CMMT PLEASE NOTE THAT ALTHOUGH THERE ARE Non-Voting 2 SPECIALIZED COMPANIES TO BE ELECTED, THE-RE IS ONLY 1 VACANCY AVAILABLE TO BE FILLED AT THE MEETING. THE STANDING INSTR-UCTIONS FOR THIS MEETING WILL BE DISABLED AND, IF YOU CHOOSE, YOU ARE REQUIRED-TO VOTE FOR ONLY 1 OF THE 2 SPECIALIZED COMPANIES. THANK YOU. 1.II UBS Brasil Servicos DE Assessoria Financeira Ltda Management For For 1.III Deutsche Bank S.A., Banco Alemao Management 2 Of the proposal for the increase in the number of Management For For members and the election of new members to the board of directors 3 Of the proposal for the inclusion of a new article Management For For in the corporate bylaws of the company, which will be article 42, as well as the renumbering of the current article 42 and of articles 43, 44 and 45 of the corporate bylaws of the company 4 Of the proposal for the amendment of the Management For For wording of the following articles of the corporate bylaws of the company, articles 11, 12, 14, 15, 16, 17 and 18 and, as necessary, of the respective lines and paragraphs CMMT PLEASE NOTE THAT SHAREHOLDERS Non-Voting SUBMITTING A VOTE TO ELECT A MEMBER MUST INCLUDE-THE NAME OF THE CANDIDATE TO BE ELECTED. IF INSTRUCTIONS TO VOTE ON THIS ITEM-IS RECEIVED WITHOUT A CANDIDATE'S NAME, YOUR VOTE WILL BE PROCESSED IN FAVOR-OR AGAINST OF THE DEFAULT COMPANY'S CANDIDATE. THANK YOU. CMMT PLEASE NOTE THAT THIS IS A REVISION Non-Voting DUE TO ADDITION OF COMMENT. IF YOU HAVE AL-READY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECI-DE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
ZYGO CORPORATION SECURITY 989855101 MEETING TYPE Annual TICKER SYMBOL ZIGO MEETING DATE 14-Nov-2012 ISIN US9898551018 AGENDA 933694247 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. DIRECTOR Management 1 STEPHEN D. FANTONE For For 2 SAMUEL H. FULLER For For 3 CHRIS L. KOLIOPOULOS For For 4 SEYMOUR E. LIEBMAN For For 5 ROBERT B. TAYLOR For For 6 CAROL P. WALLACE For For 7 GARY K. WILLIS For For 2. TO APPROVE A NON-BINDING ADVISORY Management Abstain Against RESOLUTION APPROVING ZYGO'S EXECUTIVE COMPENSATION AS DISCLOSED IN THE ACCOMPANYING PROXY STATEMENT. 3. RATIFICATION OF THE APPOINTMENT OF Management For For DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED ACCOUNTING FIRM FOR FISCAL 2013.
ARBOR MEMORIAL SERVICES INC. SECURITY 038916102 MEETING TYPE Special TICKER SYMBOL AROAF MEETING DATE 16-Nov-2012 ISIN CA0389161021 AGENDA 933697368 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 01 TO CONSIDER, PURSUANT TO AN INTERIM Management For For ORDER OF THE ONTARIO SUPERIOR COURT OF JUSTICE DATED OCTOBER 5, 2012 (THE "INTERIM ORDER") AND, IF THOUGHT ADVISABLE, TO PASS, WITH OR WITHOUT VARIATION, A SPECIAL RESOLUTION (THE "ARRANGEMENT RESOLUTION"), THE FULL TEXT OF WHICH IS SET OUT IN EXHIBIT B TO THE ACCOMPANYING MANAGEMENT INFORMATION CIRCULAR (THE "CIRCULAR"), APPROVING A STATUTORY ARRANGEMENT (THE "ARRANGEMENT"). PLEASE REFER TO THE VOTING INSTRUCTION FORM FOR A COMPLETE DESCRIPTION OF THIS RESOLUTION.
SEABRIGHT HOLDINGS, INC. SECURITY 811656107 MEETING TYPE Special TICKER SYMBOL SBX MEETING DATE 19-Nov-2012 ISIN US8116561072 AGENDA 933699918 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. PROPOSAL TO ADOPT THE AGREEMENT Management For For AND PLAN OF MERGER, DATED AS OF AUGUST 27, 2012, AS IT MAY BE AMENDED FROM TIME TO TIME, AMONG ENSTAR GROUP LIMITED, A BERMUDA EXEMPTED COMPANY, AML ACQUISITION, CORP., A DELAWARE CORPORATION AND AN INDIRECT WHOLLY OWNED SUBSIDIARY OF ENSTAR, AND SEABRIGHT HOLDINGS, INC. (THE "COMPANY"). 2. PROPOSAL TO ADJOURN THE SPECIAL Management For For MEETING, IF 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. 3. PROPOSAL TO APPROVE, BY NON-BINDING, Management Abstain Against ADVISORY VOTE, CERTAIN COMPENSATION ARRANGEMENTS FOR THE COMPANY'S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER.
SMITHS GROUP PLC, LONDON SECURITY G82401111 MEETING TYPE Annual General Meeting TICKER SYMBOL MEETING DATE 20-Nov-2012 ISIN GB00B1WY2338 AGENDA 704087293 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1 Adoption of Report and Accounts Management For For 2 Approval of Directors Remuneration Report Management For For 3 Declaration of final dividend Management For For 4 Re-election of Mr B F J Angelici as a director Management For For 5 Re-election of Mr P Bowman as a director Management For For 6 Re-election of Mr D H Brydon as a director Management For For 7 Re-election of Mr D J Challen as a director Management For For 8 Election of Ms T D Fratto as a director Management For For 9 Re-election of Ms A C Quinn as a director Management For For 10 Re-election of Sir Kevin Tebbit as a director Management For For 11 Re-election of Mr P A Turner as a director Management For For 12 Reappointment of PricewaterhouseCoopers LLP Management For For as auditors 13 Auditors remuneration Management For For 14 Authority to issue shares pursuant to Section 551 Management For For of Companies Act 2006 15 Authority to disapply pre-emption rights Management Against Against 16 Authority to make market purchases of shares Management For For 17 Authority to call general meetings other than Management For For annual general meetings on not less than 14 clear days notice 18 Authority to make political donations and expenditure Management For For
EMULEX CORPORATION SECURITY 292475209 MEETING TYPE Annual TICKER SYMBOL ELX MEETING DATE 20-Nov-2012 ISIN US2924752098 AGENDA 933696051 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1 DIRECTOR Management 1 MICHAEL P. DOWNEY For For 2 BRUCE C. EDWARDS For For 3 PAUL F. FOLINO For For 4 ROBERT H. GOON For For 5 BEATRIZ V. INFANTE For For 6 DON M. LYLE For For 7 JAMES M. MCCLUNEY For For 8 NERSI NAZARI For For 9 DEAN A. YOOST For For 2 RATIFICATION AND APPROVAL OF THE Management Against Against AMENDED AND RESTATED 2005 EQUITY INCENTIVE PLAN. 3 RATIFICATION AND APPROVAL OF THE Management Against Against AMENDED AND RESTATED 1997 STOCK AWARD PLAN FOR NON-EMPLOYEE DIRECTORS. 4 RATIFICATION AND APPROVAL OF AN Management Abstain Against ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION. 5 RATIFICATION OF THE SELECTION OF KPMG Management For For LLP AS EMULEX'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
ORITANI FINANCIAL CORP SECURITY 68633D103 MEETING TYPE Annual TICKER SYMBOL ORIT MEETING DATE 20-Nov-2012 ISIN US68633D1037 AGENDA 933696900 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1 DIRECTOR Management 1 MICHAEL A. DEBERNARDI For For 2 ROBERT S. HEKEMIAN JR. For For 2 THE RATIFICATION OF THE APPOINTMENT Management For For OF KPMG AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JUNE 30, 2013. 3 AN ADVISORY, NON-BINDING PROPOSAL Management Abstain Against WITH RESPECT TO THE EXECUTIVE COMPENSATION DESCRIBED IN THE PROXY STATEMENT.
COVENTRY HEALTH CARE, INC. SECURITY 222862104 MEETING TYPE Special TICKER SYMBOL CVH MEETING DATE 21-Nov-2012 ISIN US2228621049 AGENDA 933700329 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. PROPOSAL TO ADOPT THE AGREEMENT Management For For AND PLAN OF MERGER, DATED AS OF AUGUST 19, 2012, AS AMENDED, AND AS MAY BE FURTHER AMENDED, AMONG AETNA INC., JAGUAR MERGER SUBSIDIARY, INC. AND COVENTRY HEALTH CARE, INC. 2. PROPOSAL TO APPROVE THE Management For For ADJOURNMENT OF THE COVENTRY SPECIAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES TO ADOPT THE MERGER AGREEMENT AT THE TIME OF THE COVENTRY SPECIAL MEETING. 3. PROPOSAL TO APPROVE ON AN ADVISORY, Management Abstain Against (NON-BINDING) BASIS, THE "GOLDEN PARACHUTE" COMPENSATION PAYMENTS THAT WILL OR MAY BE PAID BY COVENTRY TO ITS NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER.
DART ENERGY LTD, BRISBANE SECURITY Q3115W115 MEETING TYPE Annual General Meeting TICKER SYMBOL MEETING DATE 27-Nov-2012 ISIN AU000000DTE9 AGENDA 704122287 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- CMMT VOTING EXCLUSIONS APPLY TO THIS Non-Voting MEETING FOR PROPOSALS 2, 7 AND 8 AND VOTES-CAST BY ANY INDIVIDUAL OR RELATED PARTY WHO BENEFIT FROM THE PASSING OF THE-PROPOSAL/S WILL BE DISREGARDED BY THE COMPANY. HENCE, IF YOU HAVE OBTAINED-BENEFIT OR EXPECT TO OBTAIN FUTURE BENEFIT YOU SHOULD NOT VOTE (OR VOTE-"ABSTAIN") ON THE RELEVANT PROPOSAL ITEMS. BY DOING SO, YOU ACKNOWLEDGE THAT-YOU HAVE OBTAINED BENEFIT OR EXPECT TO OBTAIN BENEFIT BY THE PASSING OF THE- RELEVANT PROPOSAL/S. BY VOTING (FOR OR AGAINST) ON PROPOSALS (2, 7 AND 8),- YOU ACKNOWLEDGE THAT YOU HAVE NOT OBTAINED BENEFIT NEITHER EXPECT TO OBTAIN-BENEFIT BY THE PASSING OF THE RELEVANT PROPOSAL/S AND YOU COMPLY WITH THE-VOTING EXCLUSION. 2 Remuneration Report Management For For 3 Re-Election of Director: Raymond Lim Management For For 4 Re-Election of Director: Sanjiv Misra Management For For 5 Re-election of Director: Stephen Bizzell Management For For 6 Re-election of Director: Shaun Scott Management For For 7 Ratification of issue of shares to Greenpark Management For For Energy Limited under Listing Rule 7.4 8 Issue of further shares to Greenpark Energy Management For For Limited under Listing Rule 7.1
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
AMIL PARTICIPACOES SA SECURITY P0R997100 MEETING TYPE ExtraOrdinary General Meeting TICKER SYMBOL MEETING DATE 28-Nov-2012 ISIN BRAMILACNOR0 AGENDA 704143623 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- CMMT IMPORTANT MARKET PROCESSING Non-Voting REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF-ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING-INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO-BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE- REPRESENTATIVE CMMT PLEASE NOTE THAT VOTES 'IN FAVOR' AND Non-Voting 'AGAINST' IN THE SAME AGENDA ITEM ARE- NOT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN-ARE ALLOWED. THANK YOU 1 To vote regarding the delisting of the Company Management For For as a publicly traded company in the A category with the Brazilian Securities Commission, from here onwards the Delisting, and its consequent delisting from the special securities trading segment of the BM and FBOVESPA S.A., Bolsa de Valores, Mercadorias e Futuros, called the Novo Mercado, from here onwards the Novo Mercado, as well as for the discontinuation, by the Company, of the differentiated corporate governance practices established in the Novo Mercado Listing Rules, from here onwards the Delisting from the Novo Mercado, in accordance with that which is provided for in Sections X and XI of the Novo Mercado Listing Rules, in Chapter VI of the corporate bylaws of the Company, in article 4, paragraph 4, of Law number 6404 of December 15, 1976, as amended, and in CONTD CONT CONTD CVM Instruction number 361 of March 5, 2002, as amended. The Delisting-and the Delisting from the Novo Mercado is part of the transaction for-Association between the UnitedHealth Group and the Company, as announced in-the notices of material fact released on October 8, 2012, and on this date.- The Board of Directors approved the Delisting and Delisting from the Novo-Mercado at a meeting held on October 26, 2012 Non-Voting
LTX CREDENCE CORPORATION SECURITY 502403207 MEETING TYPE Annual TICKER SYMBOL LTXC MEETING DATE 28-Nov-2012 ISIN US5024032071 AGENDA 933701561 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. DIRECTOR Management 1 ROGER W. BLETHEN For For 2 ROGER J. MAGGS For For 2. TO APPROVE, IN A NON-BINDING, ADVISORY Management Abstain Against VOTE, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE COMPANY'S PROXY STATEMENT, INCLUDING THE DISCLOSURES UNDER THE HEADING "COMPENSATION DISCUSSION AND ANALYSIS," THE COMPENSATION TABLES, AND ANY RELATED MATERIALS INCLUDED IN THE PROXY STATEMENT. 3. TO APPROVE THE SECOND AMENDED AND Management For For RESTATED COMPANY 2004 EMPLOYEE STOCK PURCHASE PLAN. 4. TO RATIFY THE APPOINTMENT OF BDO USA, Management For For LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR ITS FISCAL YEAR ENDING JULY 31, 2013.
FLAGSTONE REINSURANCE HOLDINGS S.A. SECURITY L3466T104 MEETING TYPE Special TICKER SYMBOL FSR MEETING DATE 28-Nov-2012 ISIN LU0490650438 AGENDA 933701927 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- E1. TO APPROVE THE AGREEMENT AND PLAN Management For For OF MERGER, DATED AS OF AUGUST 30, 2012, AMONG FLAGSTONE REINSURANCE HOLDINGS, S.A. ("FLAGSTONE"), FLAGSTONE REINSURANCE HOLDINGS (BERMUDA) LIMITED ("FLAGSTONE BERMUDA"), VALIDUS HOLDINGS, LTD. ("VALIDUS") AND VALIDUS UPS, LTD. ("MERGER SUB"), ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. S2. TO APPROVE A NON-BINDING, ADVISORY Management Abstain Against PROPOSAL REQUIRED UNDER THE DODD- FRANK WALL STREET REFORM AND CONSUMER PROTECTION ACT AND SECTION 14A OF THE SECURITIES EXCHANGE ACT OF 1934, AND THE RULES THEREUNDER TO APPROVE THE COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO FLAGSTONE'S NAMED EXECUTIVE OFFICERS, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.
THE MADISON SQUARE GARDEN COMPANY SECURITY 55826P100 MEETING TYPE Annual TICKER SYMBOL MSG MEETING DATE 29-Nov-2012 ISIN US55826P1003 AGENDA 933697217 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. DIRECTOR Management 1 RICHARD D. PARSONS For For 2 ALAN D. SCHWARTZ For For 3 VINCENT TESE For For 2. TO RATIFY THE APPOINTMENT OF KPMG LLP Management For For AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR FISCAL YEAR 2013.
KENEXA CORPORATION SECURITY 488879107 MEETING TYPE Special TICKER SYMBOL KNXA MEETING DATE 03-Dec-2012 ISIN US4888791070 AGENDA 933702171 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. THE PROPOSAL TO ADOPT THE Management For For AGREEMENT AND PLAN OF MERGER, DATED AS OF AUGUST 25, 2012, BY AND AMONG INTERNATIONAL BUSINESS MACHINES CORPORATION, A NEW YORK CORPORATION ("IBM"), JASMINE ACQUISITION CORP., A PENNSYLVANIA CORPORATION AND WHOLLY-OWNED SUBSIDIARY OF IBM, AND KENEXA CORPORATION, AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME. 2. THE PROPOSAL TO ADJOURN THE SPECIAL Management For For MEETING TO A LATER DATE, IF NECESSARY AND APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IN THE EVENT THERE ARE NOT SUFFICIENT VOTES IN FAVOR OF THE MERGER AGREEMENT AT THE TIME OF THE SPECIAL MEETING. 3. THE PROPOSAL TO APPROVE, ON AN Management Abstain Against ADVISORY (NON-BINDING) BASIS, CERTAIN "GOLDEN PARACHUTE" COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO KENEXA CORPORATION'S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER, INCLUDING THE AGREEMENTS AND UNDERSTANDINGS WITH KENEXA CORPORATION PURSUANT TO WHICH SUCH COMPENSATION MAY BE PAID OR BECOME PAYABLE.
HARMAN INTERNATIONAL INDUSTRIES, INC. SECURITY 413086109 MEETING TYPE Annual TICKER SYMBOL HAR MEETING DATE 05-Dec-2012 ISIN US4130861093 AGENDA 933699728 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1A. ELECTION OF DIRECTOR: DR. JIREN LIU Management For For 1B. ELECTION OF DIRECTOR: EDWARD H. Management For For MEYER 1C. ELECTION OF DIRECTOR: DINESH C. Management For For PALIWAL 1D. ELECTION OF DIRECTOR: HELLENE S. Management For For RUNTAGH 1E. ELECTION OF DIRECTOR: FRANK SKLARSKY Management For For 1F. ELECTION OF DIRECTOR: GARY G. STEEL Management For For 2. RATIFY THE APPOINTMENT OF KPMG LLP Management For For FOR FISCAL 2013. 3. TO APPROVE, BY NON-BINDING VOTE, Management Abstain Against EXECUTIVE COMPENSATION.
TPC GROUP INC SECURITY 89236Y104 MEETING TYPE Special TICKER SYMBOL TPCG MEETING DATE 05-Dec-2012 ISIN US89236Y1047 AGENDA 933705709 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. TO ADOPT THE AGREEMENT AND PLAN OF Management For For MERGER, DATED AUGUST 24, 2012, AMONG TPC GROUP INC., SAWGRASS HOLDINGS INC. AND SAWGRASS MERGER SUB INC., AS IT MAY BE AMENDED FROM TIME TO TIME. 2. TO ADJOURN THE SPECIAL MEETING TO A Management For For LATER DATE OR DATES, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES TO ADOPT THE MERGER AGREEMENT AT THE TIME OF THE SPECIAL MEETING. 3. TO APPROVE, BY NON-BINDING, ADVISORY Management Abstain Against VOTE, CERTAIN COMPENSATION ARRANGEMENTS FOR TPC GROUP'S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER.
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.
HERITAGE OIL PLC, ST HELIER SECURITY G4509M102 MEETING TYPE ExtraOrdinary General Meeting TICKER SYMBOL MEETING DATE 12-Dec-2012 ISIN JE00B2Q4TN56 AGENDA 704167130 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1 Approval of the proposed Divestment Management For For CMMT PLEASE NOTE THAT IMPORTANT Non-Voting ADDITIONAL MEETING INFORMATION IS AVAILABLE BY CLIC-KING ON THE MATERIAL URL LINK: https://materials.proxyvote.com/Approved/99999 Z-/19840101/NPS_148919.PDF CMMT PLEASE NOTE THAT THIS IS A REVISION Non-Voting DUE TO ADDITION OF URL LINK. IF YOU HAVE A-LREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DEC-IDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
TALISON LITHIUM LIMITED SECURITY Q88128105 MEETING TYPE Special TICKER SYMBOL TLTHF MEETING DATE 13-Dec-2012 ISIN AU000000TLH5 AGENDA 933703832 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 01 "THAT, PURSUANT TO AND IN ACCORDANCE Management For For WITH THE PROVISIONS OF SECTION 411 OF THE CORPORATIONS ACT, TALISON SHAREHOLDERS APPROVE THE ARRANGEMENT PROPOSED BETWEEN TALISON LITHIUM LIMITED AND THE HOLDERS OF ITS FULLY PAID ORDINARY SHARES, DESIGNATED THE "SHARE SCHEME". PLEASE REFER TO THE VOTING INSTRUCTION FORM FOR A COMPLETE DESCRIPTION OF THIS RESOLUTION.
HEELYS, INC SECURITY 42279M107 MEETING TYPE Special TICKER SYMBOL HLYS MEETING DATE 13-Dec-2012 ISIN US42279M1071 AGENDA 933710394 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. THE SALE OF SUBSTANTIALLY ALL OF THE Management For For ASSETS OF HEELYS, INC. (THE "COMPANY") AND ITS SUBSIDIARIES PURSUANT TO, AND THE OTHER TRANSACTIONS CONTEMPLATED BY, THE ASSET PURCHASE AGREEMENT ATTACHED AS ANNEX A TO THE ACCOMPANYING PROXY STATEMENT (THE "SALE"). 2. AN AMENDMENT TO THE COMPANY'S Management For For CERTIFICATE OF INCORPORATION TO CHANGE ITS CORPORATE NAME, CONTINGENT ON AND EFFECTIVE UPON THE CONSUMMATION OF THE SALE. 3. APPROVAL OF THE PLAN OF LIQUIDATION Management For For AND DISSOLUTION, PURSUANT TO WHICH THE COMPANY WILL BE LIQUIDATED, WOUND UP AND DISSOLVED, CONTINGENT UPON THE CONSUMMATION OF THE SALE, IN THE FORM ATTACHED AS ANNEX B TO THE ACCOMPANYING PROXY STATEMENT (THE "PLAN OF DISSOLUTION"). 4. A NON-BINDING, ADVISORY PROPOSAL TO Management Abstain Against APPROVE CERTAIN EXECUTIVE COMPENSATION PAYABLE AS A RESULT OF THE SALE, AS DISCLOSED IN THE ACCOMPANYING PROXY STATEMENT. 5. THE GRANT OF AUTHORITY TO THE BOARD Management For For OF DIRECTORS OF THE COMPANY (THE "BOARD") TO ADJOURN THE MEETING, EVEN IF A QUORUM IS PRESENT, IF NECESSARY OR APPROPRIATE IN THE SOLE DISCRETION OF THE BOARD, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.
CELTIC EXPLORATION LTD. SECURITY 15118Q109 MEETING TYPE Special TICKER SYMBOL CEXJF MEETING DATE 14-Dec-2012 ISIN CA15118Q1090 AGENDA 933712158 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 01 THE SPECIAL RESOLUTION, THE FULL TEXT Management For For OF WHICH IS SET FORTH IN APPENDIX A TO THE ACCOMPANYING INFORMATION CIRCULAR AND PROXY STATEMENT DATED NOVEMBER 16, 2012 (THE "INFORMATION CIRCULAR"), TO APPROVE A PLAN OF ARRANGEMENT UNDER SECTION 193 OF THE BUSINESS CORPORATIONS ACT (ALBERTA), ALL AS MORE PARTICULARLY DESCRIBED IN THE INFORMATION CIRCULAR; 02 THE ORDINARY RESOLUTION, THE FULL Management For For TEXT OF WHICH IS SET FORTH UNDER THE HEADING "OTHER MATTERS OF SPECIAL BUSINESS RELATING TO KELT - KELT OPTION PLAN" IN THE INFORMATION CIRCULAR, TO APPROVE A STOCK OPTION PLAN FOR KELT EXPLORATION LTD. ("KELT"), ALL AS MORE PARTICULARLY DESCRIBED IN THE INFORMATION CIRCULAR; 03 THE ORDINARY RESOLUTION, THE FULL Management For For TEXT OF WHICH IS SET FORTH UNDER THE HEADING "OTHER MATTERS OF SPECIAL BUSINESS RELATING TO KELT - KELT RSU PLAN" IN THE INFORMATION CIRCULAR, TO APPROVE A RESTRICTED SHARE UNIT PLAN FOR KELT, ALL AS MORE PARTICULARLY DESCRIBED IN THE INFORMATION CIRCULAR; 04 THE ORDINARY RESOLUTION, THE FULL Management For For TEXT OF WHICH IS SET FORTH UNDER THE HEADING "OTHER MATTERS OF SPECIAL BUSINESS RELATING TO KELT - PRIVATE PLACEMENT" IN THE INFORMATION CIRCULAR, TO APPROVE A PRIVATE PLACEMENT OF UP TO 6,000,000 COMMON SHARES OF KELT FOR GROSS PROCEEDS OF APPROXIMATELY $13.9 MILLION AT A PRICE OF $2.32 PER SHARE, ALL AS MORE PARTICULARLY DESCRIBED IN THE INFORMATION CIRCULAR.
DEVGEN NV, ZWIJNAARDE SECURITY B33555127 MEETING TYPE Special General Meeting TICKER SYMBOL MEETING DATE 15-Dec-2012 ISIN BE0003821387 AGENDA 704166645 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- CMMT IMPORTANT MARKET PROCESSING Non-Voting REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF-ATTORNEY (POA) MAY BE REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING-INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO-BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE-REPRESENTATIVE CMMT MARKET RULES REQUIRE DISCLOSURE OF Non-Voting BENEFICIAL OWNER INFORMATION FOR ALL VOTED-ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO-PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE-POSITION TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED-IN ORDER FOR YOUR VOTE TO BE LODGED 1 The meeting approves the clause enshrined in Management For For the license and research agreement entered into between the Company and Syngenta AG on 14 May 2012, and that entitles the latter, in the event of a change of control within the Company, to request a partial or a total refund of fees and payments made in exchange for partial or total termination of licenses granted 2 The meeting approves the grant of bonuses to Management For For certain key managers (including Thierry Bogaert), key employees and key consultants. For the beneficiaries who perform a board mandate within a subsidiary of the Company, this bonus will be paid by the relevant subsidiary for services rendered for the benefit of these subsidiaries. The aggregate amount of all bonuses will equal EUR 4.03 million, to be increased, in the event of a successful counterbid or higher bid, by an amount equal to 1% of the excess transaction value of such counterbid or higher bid. The bonuses will only be due in case of a successful closing of the takeover bid on the Company that was announced on 21 September 2012 (or a thereto related counterbid or higher bid) 3 The meeting approves the clause that is Management For For enshrined in the management services agreement of the CEO of the Company dated 19 June 2012 that, in case of a change of control within the Company, provides for an accelerated granting of 32,211 warrants at an exercise price of EUR 5.43 per warrant and for an accelerated becoming due of certain bonuses by the subsidiaries of the Company, the maximum aggregate amount of which is EUR 557,668, which would, in principle, have become due in the course of the agreement
PLX TECHNOLOGY, INC. SECURITY 693995672 MEETING TYPE Annual TICKER SYMBOL MEETING DATE 19-Dec-2012 ISIN US6934171074 AGENDA 933715990 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 01 DIRECTOR Management 1 D. JAMES GUZY For For 2 JOHN H. HART For For 3 THOMAS RIORDAN For For 4 MICHAEL J. SALAMEH For For 5 RALPH H. SCHMITT For For 6 ROBERT H. SMITH For For 7 PATRICK VERDERICO For For 02 TO RATIFY THE APPOINTMENT OF BDO Management For For SEIDMAN LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2012. 03 TO APPROVE THE ADVISORY RESOLUTION Management Abstain Against ON EXECUTIVE COMPENSATION.
LBI INTERNATIONAL N.V., AMSTERDAM SECURITY N5168J100 MEETING TYPE ExtraOrdinary General Meeting TICKER SYMBOL MEETING DATE 20-Dec-2012 ISIN NL0009508720 AGENDA 704161532 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1 Discussion public offer (discussion item) Non-Voting 2 Amendment of the Articles of Association Management For For 3 Resignation and Discharge Supervisory Board Management For For members: Mr. J.F.P. Farrell; Mr. R.J.C. Easton and Mr. A.H.A.M. van Laack 4 Appointment of new Supervisory Board Management For For members: Mr. J-Y Naouri; Mr. J-M Etienne; Mr. F. Voris; Mr. B. Lord and Mr. J. Tomasulo 5 Compliance Corporate Governance Code Non-Voting (discussion item) 6 Any other business Management Abstain For
GRAINCORP LIMITED SECURITY Q42655102 MEETING TYPE Annual General Meeting TICKER SYMBOL MEETING DATE 20-Dec-2012 ISIN AU000000GNC9 AGENDA 704166912 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- CMMT VOTING EXCLUSIONS APPLY TO THIS Non-Voting MEETING FOR PROPOSALS 2 AND 4 AND VOTES CAST-BY ANY INDIVIDUAL OR RELATED PARTY WHO BENEFIT FROM THE PASSING OF THE-PROPOSAL/S WILL BE DISREGARDED BY THE COMPANY. HENCE, IF YOU HAVE OBTAINED-BENEFIT OR EXPECT TO OBTAIN FUTURE BENEFIT YOU SHOULD NOT VOTE (OR VOTE-"ABSTAIN") ON THE RELEVANT PROPOSAL ITEMS. BY DOING SO, YOU ACKNOWLEDGE THAT-YOU HAVE OBTAINED BENEFIT OR EXPECT TO OBTAIN BENEFIT BY THE PASSING OF THE- RELEVANT PROPOSAL/S. BY VOTING (FOR OR AGAINST) ON PROPOSALS (2 AND 4), YOU-ACKNOWLEDGE THAT YOU HAVE NOT OBTAINED BENEFIT NEITHER EXPECT TO OBTAIN-BENEFIT BY THE PASSING OF THE RELEVANT PROPOSAL/S AND YOU COMPLY WITH THE-VOTING EXCLUSION. 1 Consideration of Financial Statements and Non-Voting Reports 2 Adoption of the Remuneration Report Management For For 3.1 That for the purposes of ASX Listing Rule 14.4, Management For For article 11.3(a) of the Constitution and for all other purposes, Mr Don Taylor, retiring by rotation, being eligible and offering himself for re-election, be reelected as a Director of the Company 3.2 That for the purposes of ASX Listing Rule 14.4, Management For For article 11.3(a) of the Constitution and for all other purposes, Mr David Trebeck, retiring by rotation, being eligible and offering himself for election, be re-elected as a Director of the Company 3.3 That for the purposes of ASX Listing Rule 14.4, Management For For article 11.3(a) of the Constitution and for all other purposes, Mr Donald McGauchie, retiring by rotation, being eligible and offering himself for election, be re-elected as a Director of the Company 4 Long Term Incentive Plan and Deferred Equity Management For For Plan - amendment to allow the Board to issue shares to satisfy vested rights 5 Financial Assistance Management For For
PRESIDENTIAL LIFE CORPORATION SECURITY 740884101 MEETING TYPE Special TICKER SYMBOL PLFE MEETING DATE 20-Dec-2012 ISIN US7408841010 AGENDA 933709707 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. TO ADOPT THE AGREEMENT AND PLAN OF Management For For MERGER, DATED AS OF JULY 12, 2012, BY AND AMONG ATHENE ANNUITY & LIFE ASSURANCE COMPANY ("ATHENE"), EAGLE ACQUISITION CORP., A WHOLLY OWNED SUBSIDIARY OF ATHENE ("MERGER SUB"), AND THE COMPANY, AS IT MAY BE AMENDED FROM TIME TO TIME (THE "MERGER AGREEMENT"), PURSUANT TO WHICH MERGER SUB WILL MERGE WITH AND INTO THE COMPANY. 2. TO ADJOURN THE SPECIAL MEETING TO A Management For For LATER DATE OR TIME, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IN THE EVENT THERE ARE INSUFFICIENT VOTES AT THE TIME OF SUCH ADJOURNMENT TO ADOPT THE MERGER AGREEMENT. 3. APPROVAL, BY NON-BINDING ADVISORY Management Abstain Against VOTE, OF CERTAIN COMPENSATION ARRANGEMENTS FOR PRESIDENTIAL'S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER.
THE SHAW GROUP INC. SECURITY 820280105 MEETING TYPE Special TICKER SYMBOL SHAW MEETING DATE 21-Dec-2012 ISIN US8202801051 AGENDA 933709795 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 01 PROPOSAL TO APPROVE THE Management For For TRANSACTION AGREEMENT (AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME, THE "TRANSACTION AGREEMENT"), DATED AS OF JULY 30, 2012, BETWEEN SHAW, CHICAGO BRIDGE & IRON COMPANY N.V. ("CB&I") AND CRYSTAL ACQUISITION SUBSIDIARY INC., A WHOLLY OWNED SUBSIDIARY OF CB&I ("ACQUISITION SUB"), PURSUANT TO WHICH ACQUISITION SUB WILL MERGE WITH AND INTO SHAW. 02 PROPOSAL, ON AN ADVISORY (NON- Management Abstain Against BINDING) BASIS, TO APPROVE THE COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO SHAW'S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE TRANSACTION. 03 PROPOSAL TO APPROVE THE Management For For ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY, TO ENABLE THE BOARD OF DIRECTORS OF SHAW TO SOLICIT ADDITIONAL PROXIES TO APPROVE THE TRANSACTION AGREEMENT.
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.
THE SHAW GROUP INC. SECURITY 820280105 MEETING TYPE Special TICKER SYMBOL SHAW MEETING DATE 21-Dec-2012 ISIN US8202801051 AGENDA 933717172 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 01 PROPOSAL TO APPROVE THE Management For For TRANSACTION AGREEMENT (AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME, THE "TRANSACTION AGREEMENT"), DATED AS OF JULY 30, 2012, BETWEEN SHAW, CHICAGO BRIDGE & IRON COMPANY N.V. ("CB&I") AND CRYSTAL ACQUISITION SUBSIDIARY INC., A WHOLLY OWNED SUBSIDIARY OF CB&I ("ACQUISITION SUB"), PURSUANT TO WHICH ACQUISITION SUB WILL MERGE WITH AND INTO SHAW. 02 PROPOSAL, ON AN ADVISORY (NON- Management Abstain Against BINDING) BASIS, TO APPROVE THE COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO SHAW'S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE TRANSACTION. 03 PROPOSAL TO APPROVE THE Management For For ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY, TO ENABLE THE BOARD OF DIRECTORS OF SHAW TO SOLICIT ADDITIONAL PROXIES TO APPROVE THE TRANSACTION AGREEMENT.
ROBBINS & MYERS, INC. SECURITY 770196103 MEETING TYPE Special TICKER SYMBOL RBN MEETING DATE 27-Dec-2012 ISIN US7701961036 AGENDA 933715368 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. ADOPT THE AGREEMENT AND PLAN OF Management For For MERGER, DATED AUGUST 8, 2012, BY AND AMONG NATIONAL OILWELL VARCO, INC., RAVEN PROCESS CORP., AND ROBBINS & MYERS, INC. AND APPROVE THE TRANSACTIONS CONTEMPLATED BY THAT AGREEMENT. 2. APPROVAL IN AN ADVISORY (NON-BINDING) Management For For VOTE OF THE COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER. 3. ANY ADJOURNMENT OF THE SPECIAL Management For For MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IN THE EVENT THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING OR ANY ADJOURNMENT TO ADOPT THE MERGER AGREEMENT.
ANCESTRY.COM INC SECURITY 032803108 MEETING TYPE Special TICKER SYMBOL ACOM MEETING DATE 27-Dec-2012 ISIN US0328031085 AGENDA 933716675 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. TO CONSIDER AND VOTE ON A PROPOSAL Management For For TO ADOPT THE AGREEMENT AND PLAN OF MERGER (AS IT MAY BE AMENDED FROM TIME TO TIME, THE "MERGER AGREEMENT"), DATED AS OF OCTOBER 21, 2012, BY AND AMONG THE COMPANY, GLOBAL GENERATIONS INTERNATIONAL INC., A DELAWARE CORPORATION ("PARENT"), AND GLOBAL GENERATIONS MERGER SUB INC., A DELAWARE CORPORATION AND WHOLLY OWNED SUBSIDIARY OF PARENT. 2. TO APPROVE, ON AN ADVISORY (NON- Management Abstain Against BINDING) BASIS, SPECIFIED COMPENSATION THAT MAY BECOME PAYABLE TO THE NAMED EXECUTIVE OFFICERS OF THE COMPANY IN CONNECTION WITH THE MERGER. 3. TO APPROVE THE ADJOURNMENT OF THE Management For For SPECIAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO ADOPT THE MERGER AGREEMENT. 4. TO ACT UPON OTHER BUSINESS AS MAY Management For For PROPERLY COME BEFORE THE SPECIAL MEETING (PROVIDED THE COMPANY DOES NOT KNOW, AT A REASONABLE TIME BEFORE THE SPECIAL MEETING, THAT SUCH MATTERS ARE TO BE PRESENTED AT THE MEETING) OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF.
TARO PHARMACEUTICAL INDUSTRIES LTD. SECURITY M8737E108 MEETING TYPE Annual TICKER SYMBOL TARO MEETING DATE 30-Dec-2012 ISIN IL0010827181 AGENDA 933718504 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. ELECTION OF SUBRAMANIAN Management For For KALYANASUNDARAM (KNOWN IN INDUSTRY CIRCLES AS KAL SUNDARAM) AS DIRECTOR TO SERVE UNTIL THE CLOSE OF THE NEXT ANNUAL GENERAL MEETING. 2. DIRECTOR Management 1 SUDHIR VALIA For For 2 AALOK SHANGHVI For For 3 JAMES KEDROWSKI For For 4 DOV PEKELMAN For For 3. APPOINTMENT OF ZIV HAFT, CERTIFIED Management For For PUBLIC ACCOUNTANTS (ISRAEL), A BDO MEMBER FIRM, AS THE COMPANY'S INDEPENDENT AUDITORS UNTIL THE CLOSE OF THE NEXT ANNUAL GENERAL MEETING OF THE SHAREHOLDERS OF THE COMPANY AND AUTHORIZE THEIR REMUNERATION TO BE FIXED, IN ACCORDANCE WITH THE VOLUME AND NATURE OF THEIR SERVICES, BY THE AUDIT COMMITTEE AND THE BOARD OF DIRECTORS. 4. APPROVAL OF AN AMENDMENT TO THE Management For For COMPANY'S ARTICLES OF ASSOCIATION, SO AS TO CONFIRM AND RATIFY THE CHANGE OF THE COMPANY'S FISCAL YEAR END FROM DECEMBER 31 TO MARCH 31.
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.
RETALIX LTD. SECURITY M8215W109 MEETING TYPE Special TICKER SYMBOL RTLX MEETING DATE 07-Jan-2013 ISIN IL0010806706 AGENDA 933719493 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. APPROVAL OF THE MERGER OF THE Management For For COMPANY WITH MERGER SUB, AN INDIRECT, WHOLLYOWNED SUBSIDIARY OF NCR, INCLUDING APPROVAL OF: (I) THE MERGER; (II) THE MERGER AGREEMENT; (III) THE MERGER CONSIDERATION, WITHOUT ANY INTEREST THEREON; (IV) THE CONVERSION OF EACH OUTSTANDING OPTION, AND EACH WARRANT, TO PURCHASE ONE ORDINARY SHARE; (V) ALL OTHER TRANSACTIONS AND ARRANGEMENTS CONTEMPLATED BY THE MERGER AGREEMENT.(ALL CAPITALIZED TERMS ARE DEFINED IN THE ACCOMPANYING PROXY STATEMENT.) 2. TO ACT UPON SUCH OTHER MATTERS AS Management For For MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT OR ADJOURNMENTS THEREOF.
ASIA PACIFIC BREWERIES LTD SECURITY Y0370C108 MEETING TYPE Annual General Meeting TICKER SYMBOL MEETING DATE 17-Jan-2013 ISIN SG1E49001316 AGENDA 704219181 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1 To receive and adopt the report of the Directors Management For For and audited financial statements for the year ended 30 September 2012 2 To approve a final tax-exempt (one-tier) dividend Management For For of 85 cents per share in respect of the year ended 30 September 2012 3 That Mr Roland Pirmez, who retires by rotation, Management For For be and is hereby re-appointed as a Director of the Company 4 To approve Directors' fees of SGD 617,000 Management For For payable by the Company for the year ending 30 September 2013 (last year: SGD 617,000) 5 To re-appoint auditors for the ensuing year and to Management For For authorise the Directors to fix their remuneration 6 To transact any other business which may Management Abstain For properly be brought forward
HALCON RESOURCES CORPORATION SECURITY 40537Q209 MEETING TYPE Special TICKER SYMBOL HK MEETING DATE 17-Jan-2013 ISIN US40537Q2093 AGENDA 933719102 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. TO APPROVE, AS REQUIRED BY SECTION Management For For 312.03(C) AND (D) OF THE NEW YORK STOCK EXCHANGE LISTED COMPANY MANUAL, THE ISSUANCE OF 108,800,993 SHARES OF HALCON COMMON STOCK TO PETRO-HUNT HOLDINGS, LLC AND PILLAR HOLDINGS, LLC AS MAY BE ADJUSTED, UPON THE CONVERSION OF 8% AUTOMATICALLY CONVERTIBLE PREFERRED STOCK, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. 2. TO AMEND ARTICLE FOUR OF OUR Management For For AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO INCREASE OUR AUTHORIZED COMMON STOCK BY 333,333,334 SHARES TO AN AGGREGATE OF 670,000,000 AUTHORIZED SHARES OF COMMON STOCK. 3. TO APPROVE AN ADJOURNMENT OF THE Management For For SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO PERMIT SOLICITATION OF ADDITIONAL PROXIES IN FAVOR OF THE ABOVE PROPOSALS.
PULSE ELECTRONICS CORP SECURITY 74586W106 MEETING TYPE Special TICKER SYMBOL PULS MEETING DATE 21-Jan-2013 ISIN US74586W1062 AGENDA 933720713 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. APPROVE THE ADOPTION OF THE AMENDED Management Against Against AND RESTATED ARTICLES OF INCORPORATION.
MYREXIS, INC. SECURITY 62856H107 MEETING TYPE Special TICKER SYMBOL MYRX MEETING DATE 23-Jan-2013 ISIN US62856H1077 AGENDA 933719962 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. TO APPROVE THE DISSOLUTION AND Management For For LIQUIDATION OF MYREXIS, INC. PURSUANT TO THE PLAN OF COMPLETE LIQUIDATION AND DISSOLUTION, AS DESCRIBED IN THE PROXY STATEMENT. 2. TO GRANT DISCRETIONARY AUTHORITY TO Management For For THE BOARD OF DIRECTORS TO ADJOURN THE SPECIAL MEETING, EVEN IF A QUORUM IS PRESENT, TO SOLICIT ADDITIONAL PROXIES IN THE EVENT THAT THERE ARE INSUFFICIENT SHARES PRESENT IN PERSON OR BY PROXY VOTING IN FAVOR OF PROPOSAL 1. 3. TO APPROVE, BY NON-BINDING, ADVISORY Management Abstain Against VOTE, CERTAIN COMPENSATION ARRANGEMENTS FOR CERTAIN EXECUTIVE OFFICERS IN CONNECTION WITH THE DISSOLUTION AND LIQUIDATION OF MYREXIS, INC., AS DESCRIBED IN THE PROXY STATEMENT.
HEELYS, INC SECURITY 42279M107 MEETING TYPE Special TICKER SYMBOL HLYS MEETING DATE 24-Jan-2013 ISIN US42279M1071 AGENDA 933722630 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. THE PROPOSAL TO ADOPT THE Management For For AGREEMENT AND PLAN OF MERGER ATTACHED AS ANNEX A TO THE ENCLOSED PROXY STATEMENT AND APPROVE THE MERGER THEREUNDER (THE "MERGER"). 2. A NON-BINDING, ADVISORY PROPOSAL TO Management Abstain Against APPROVE CERTAIN EXECUTIVE COMPENSATION PAYABLE AS A RESULT OF THE MERGER, AS DISCLOSED IN THE ENCLOSED PROXY STATEMENT. 3. THE GRANT OF AUTHORITY TO BOARD OF Management For For DIRECTORS (THE "BOARD") TO ADJOURN THE MEETING, EVEN IF A QUORUM IS PRESENT, IF NECESSARY OR APPROPRIATE IN THE SOLE DISCRETION OF THE BOARD, INCLUDING TO SOLICIT ADDITIONAL PROXIES IN THE EVENT THAT THERE ARE INSUFFICIENT SHARES PRESENT IN PERSON OR BY PROXY VOTING IN FAVOR OF ADOPTING THE MERGER AGREEMENT AND APPROVING THE MERGER.
COMMERCIAL METALS COMPANY SECURITY 201723103 MEETING TYPE Annual TICKER SYMBOL CMC MEETING DATE 25-Jan-2013 ISIN US2017231034 AGENDA 933718732 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1 DIRECTOR Management 1 RHYS J. BEST For For 2 RICHARD B. KELSON For For 3 RICK J. MILLS For For 2 VOTE TO RATIFY THE APPOINTMENT OF Management For For DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2013 FISCAL YEAR. 3 VOTE TO APPROVE, ON AN ADVISORY Management Abstain Against BASIS, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. 4 VOTE TO APPROVE THE COMMERCIAL Management For For METALS COMPANY 2013 CASH INCENTIVE PLAN. 5 VOTE TO APPROVE THE COMMERCIAL Management Against Against METALS COMPANY 2013 LONG-TERM EQUITY INCENTIVE 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.
YOUNG INNOVATIONS, INC. SECURITY 987520103 MEETING TYPE Special TICKER SYMBOL YDNT MEETING DATE 30-Jan-2013 ISIN US9875201033 AGENDA 933725460 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. TO ADOPT THE AGREEMENT AND PLAN OF Management For For MERGER, DATED AS OF DECEMBER 3, 2012, BY AND AMONG YOUNG INNOVATIONS HOLDINGS LLC, YI ACQUISITION CORP. AND YOUNG INNOVATIONS, INC. 2. TO APPROVE, ON AN ADVISORY (NON- Management Abstain Against BINDING) BASIS, THE "GOLDEN PARACHUTE" COMPENSATION. 3. TO ADJOURN THE SPECIAL MEETING, IF Management For For NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES.
MONSANTO COMPANY SECURITY 61166W101 MEETING TYPE Annual TICKER SYMBOL MON MEETING DATE 31-Jan-2013 ISIN US61166W1018 AGENDA 933717920 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1A. ELECTION OF DIRECTOR: DAVID L. Management For For CHICOINE, PH.D. 1B. ELECTION OF DIRECTOR: ARTHUR H. Management For For HARPER 1C. ELECTION OF DIRECTOR: GWENDOLYN S. Management For For KING 1D. ELECTION OF DIRECTOR: JON R. MOELLER Management For For 2. RATIFY THE APPOINTMENT OF DELOITTE & Management For For TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2013. 3. ADVISORY, (NON-BINDING) VOTE TO Management Abstain Against APPROVE EXECUTIVE COMPENSATION. 4. APPROVAL OF AMENDMENT TO THE Management For For AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE COMPANY TO DECLASSIFY THE BOARD. 5. SHAREOWNER PROPOSAL REQUESTING A REPORT ON CERTAIN MATTERS RELATED TO GMO PRODUCTS. Shareholder Against For
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.
TALISON LITHIUM LIMITED SECURITY Q88128105 MEETING TYPE Consent TICKER SYMBOL TLTHF MEETING DATE 31-Jan-2013 ISIN AU000000TLH5 AGENDA 933724090 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 01 RE-ELECTION OF MR. PETER OLIVER AS A Management For For DIRECTOR OF THE COMPANY 02 RE-ELECTION OF MR. PETER ROBINSON AS Management For For A DIRECTOR OF THE COMPANY 03 RE-ELECTION OF MR. RONNIE BEEVOR AS A Management For For DIRECTOR OF THE COMPANY 04 ELECTION OF MR CHRISTOPHER CORBETT Management For For AS A DIRECTOR OF THE COMPANY 05 RE-ELECTION OF MR. MARK SMITH AS A Management For For DIRECTOR OF THE COMPANY 06 RE-ELECTION OF MR. DAVID SHAW AS A Management For For DIRECTOR OF THE COMPANY 07 RE-ELECTION OF MR. FRANK WHEATLEY AS Management For For A DIRECTOR OF THE COMPANY
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.
CYMER, INC. SECURITY 232572107 MEETING TYPE Special TICKER SYMBOL CYMI MEETING DATE 05-Feb-2013 ISIN US2325721072 AGENDA 933725458 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. TO APPROVE THE AGREEMENT AND PLAN Management For For OF MERGER, DATED AS OF OCTOBER 16, 2012, BY AND AMONG ASML HOLDING N.V., AMSL US INC., KONA TECHNOLOGIES, LLC., KONA ACQUISITION COMPANY, INC. AND CYMER, INC., AS MAY BE AMENDED. 2. TO ADJOURN THE SPECIAL MEETING, IF Management For For NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES TO APPROVE THE FOREGOING PROPOSAL. 3. TO APPROVE A NON-BINDING ADVISORY Management Abstain Against PROPOSAL TO APPROVE CERTAIN COMPENSATION ARRANGEMENTS FOR CYMER'S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER.
GRUPO MODELO SAB DE CV SECURITY P4833F104 MEETING TYPE Ordinary General Meeting TICKER SYMBOL MEETING DATE 06-Feb-2013 ISIN MXP4833F1044 AGENDA 704246049 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- CMMT PLEASE NOTE THAT ONLY MEXICAN Non-Voting NATIONALS MAY PARTICIPATE IN THIS MEETING-THEREFORE THESE SHARES HAVE NO VOTING RIGHTS I Discussion and approval, if deemed appropriate, Non-Voting for the declaration of a-dividend in an amount and under the terms and conditions that are approved by-the general meeting of shareholders, after approval of the financial- statements of the company to December 31, 2012. Resolutions in this regard II Designation of delegates who will carry out the Non-Voting resolutions passed by this-general meeting and, if deemed appropriate, formalize them as appropriate
ELOQUA, INC. SECURITY 290139104 MEETING TYPE Special TICKER SYMBOL ELOQ MEETING DATE 08-Feb-2013 ISIN US2901391043 AGENDA 933727654 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. ADOPT THE AGREEMENT AND PLAN OF Management For For MERGER, DATED AS OF DECEMBER 19, 2012, AMONG ELOQUA, INC., ("ELOQUA"), OC ACQUISITION LLC ("PARENT"), A DELAWARE LIMITED LIABILITY COMPANY AND WHOLLY OWNED SUBSIDIARY OF ORACLE CORPORATION ("ORACLE"), ESPERANZA ACQUISITION CORPORATION, A DELAWARE CORPORATION AND WHOLLY OWNED SUBSIDIARY OF PARENT, AND ORACLE. 2. A PROPOSAL TO APPROVE ONE OR MORE Management For For ADJOURNMENTS OR POSTPONEMENTS OF THE SPECIAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF ELOQUA HAS NOT OBTAINED SUFFICIENT AFFIRMATIVE STOCKHOLDER VOTES TO ADOPT THE MERGER AGREEMENT.
THE WARNACO GROUP, INC. SECURITY 934390402 MEETING TYPE Special TICKER SYMBOL WRC MEETING DATE 13-Feb-2013 ISIN US9343904028 AGENDA 933727008 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. PROPOSAL TO ADOPT THE AGREEMENT Management For For AND PLAN OF MERGER, DATED AS OF OCTOBER 29, 2012, AMONG THE WARNACO GROUP, INC., PVH CORP., AND WAND ACQUISITION CORP., A WHOLLY OWNED SUBSIDIARY OF PVH CORP., AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME (THE "MERGER AGREEMENT"). 2. PROPOSAL TO APPROVE THE (NON- Management Abstain Against BINDING) ADVISORY RESOLUTION ON MERGER-RELATED COMPENSATION FOR NAMED EXECUTIVE OFFICERS. 3. PROPOSAL TO ADJOURN THE SPECIAL Management For For MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO ADOPT THE MERGER AGREEMENT.
TNS, INC. SECURITY 872960109 MEETING TYPE Special TICKER SYMBOL TNS MEETING DATE 15-Feb-2013 ISIN US8729601091 AGENDA 933726234 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. TO ADOPT THE AGREEMENT AND PLAN OF Management For For MERGER, DATED AS OF DECEMBER 11, 2012, AS IT MAY BE AMENDED FROM TIME TO TIME, AMONG TNS, INC., TRIDENT PRIVATE HOLDINGS I, LLC, AND TRIDENT PRIVATE ACQUISITION CORP. 2. 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 ADOPT THE AGREEMENT AND PLAN OF MERGER OR IF A QUORUM IS NOT PRESENT AT THE SPECIAL MEETING. 3. TO APPROVE, BY NON-BINDING, ADVISORY Management Abstain Against VOTE, CERTAIN COMPENSATION ARRANGEMENTS FOR TNS, INC.'S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER CONTEMPLATED BY THE AGREEMENT AND PLAN OF MERGER.
PSS WORLD MEDICAL, INC. SECURITY 69366A100 MEETING TYPE Special TICKER SYMBOL PSSI MEETING DATE 19-Feb-2013 ISIN US69366A1007 AGENDA 933727349 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. TO APPROVE THE AGREEMENT AND PLAN Management For For OF MERGER, DATED AS OF OCTOBER 24, 2012, BY AND AMONG MCKESSON CORPORATION, PALM MERGER SUB, INC., AND PSS WORLD MEDICAL, INC. 2. TO APPROVE, ON A NON-BINDING ADVISORY Management Abstain Against BASIS, THE COMPENSATION THAT MAY BECOME PAYABLE TO THE COMPANY'S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER. 3. TO APPROVE THE ADJOURNMENT OF THE Management For For SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IN SUPPORT OF PROPOSAL 1 IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE MEETING TO APPROVE THE AGREEMENT AND PLAN OF MERGER.
PROVIDENT NEW YORK BANCORP SECURITY 744028101 MEETING TYPE Annual TICKER SYMBOL PBNY MEETING DATE 21-Feb-2013 ISIN US7440281019 AGENDA 933724987 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. DIRECTOR Management 1 JAMES F. DEUTSCH For For 2 WILLIAM F. HELMER For For 3 R. MICHAEL KENNEDY For For 4 JACK KOPNISKY For For 2. APPROVAL, BY NON-BINDING VOTE, ON THE Management Abstain Against COMPENSATION OF THE NAMED EXECUTIVE OFFICERS (SAY-ON-PAY). 3. RATIFICATION OF THE APPOINTMENT OF Management For For CROWE HORWATH LLP AS THE INDEPENDENT PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2013.
BIOMIMETIC THERAPEUTICS, INC. SECURITY 09064X101 MEETING TYPE Special TICKER SYMBOL BMTI MEETING DATE 26-Feb-2013 ISIN US09064X1019 AGENDA 933729076 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. PROPOSAL TO ADOPT THE AGREEMENT Management For For AND PLAN OF MERGER, DATED AS OF NOVEMBER 19, 2012, BY AND AMONG BIOMIMETIC THERAPEUTICS, INC., WRIGHT MEDICAL GROUP, INC., ACHILLES MERGER SUBSIDIARY, INC., A WHOLLY-OWNED SUBSIDIARY OF WRIGHT MEDICAL GROUP, INC., AND ACHILLES ACQUISITION SUBSIDIARY, LLC., A WHOLLY-OWNED SUBSIDIARY OF WRIGHT MEDICAL GROUP, INC., AS IT MAY BE AMENDED. 2. PROPOSAL TO APPROVE, ON AN ADVISORY Management Abstain Against (NON-BINDING) BASIS, THE "GOLDEN PARACHUTE" COMPENSATION PAYMENTS THAT WILL OR MAY BE PAID BY BIOMIMETIC THERAPEUTICS, INC. TO ITS NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER IDENTIFIED IN ITEM 1. 3. PROPOSAL TO ADJOURN THE SPECIAL Management For For MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES IN FAVOR OF THE PROPOSAL IN ITEM 1.
TRAUSON HOLDINGS COMPANY LTD, CAYMAN ISLANDS SECURITY G90137103 MEETING TYPE ExtraOrdinary General Meeting TICKER SYMBOL MEETING DATE 27-Feb-2013 ISIN KYG901371032 AGENDA 704265392 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- CMMT PLEASE NOTE THAT SHAREHOLDERS ARE Non-Voting ALLOWED TO VOTE 'IN FAVOR' OR 'AGAINST'-ONLY FOR RESOLUTION "1". 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/SEH K/2013/0207/LTN20130207013.pdf-AND- http://www.hkexnews.hk/listedco/listconews/SEH K/2013/0207/LTN20130207011.pdf 1 To approve and confirm the Service Agreements dated January 17, 2013 entered between Stryker Singapore Pte Ltd and each of Mr. Qian Fu Qing and Mr. Qian Xiao Jin, pursuant to which each of Mr. Qian Fu Qing and Mr. Qian Xiao Jin will be engaged as an independent service provider to provide certain services to Stryker Corporation, the Company and its subsidiaries for a period of three years Management For For
TALISON LITHIUM LIMITED SECURITY Q88128105 MEETING TYPE Special TICKER SYMBOL TLTHF MEETING DATE 27-Feb-2013 ISIN AU000000TLH5 AGENDA 933730687 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 01 "THAT, PURSUANT TO AND IN ACCORDANCE Management For For WITH THE PROVISIONS OF SECTION 411 OF THE CORPORATIONS ACT, TALISON SHAREHOLDERS APPROVE THE ARRANGEMENT PROPOSED BETWEEN TALISON LITHIUM LIMITED AND THE HOLDERS OF ITS FULLY PAID ORDINARY SHARES, DESIGNATED THE "SHARE SCHEME". PLEASE REFER TO THE VOTING INSTRUCTION FORM FOR A COMPLETE DESCRIPTION OF THIS RESOLUTION.
ASTRAL MEDIA INC. SECURITY 046346300 MEETING TYPE Annual TICKER SYMBOL MEETING DATE 27-Feb-2013 ISIN CA0463463004 AGENDA 933731514 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 01 DIRECTOR Management 1 AUSTIN C. BEUTEL For For 2 PAUL A. BRONFMAN For For 3 ANDRE BUREAU For For 4 JACK L. COCKWELL For For 5 GEORGE A. COHON For For 6 PAUL V. GODFREY For For 7 IAN GREENBERG For For 8 SIDNEY GREENBERG For For 9 STEPHEN GREENBERG For For 10 SIDNEY M. HORN For For 11 MONIQUE JEROME-FORGET For For 12 TIMOTHY R. PRICE For For 13 PHYLLIS YAFFE For For 02 THE APPOINTMENT OF ERNST & YOUNG Management For For LLP, CHARTERED PROFESSIONAL ACCOUNTANTS, MONTREAL, AS AUDITORS OF THE CORPORATION.
LEUCADIA NATIONAL CORPORATION SECURITY 527288104 MEETING TYPE Special TICKER SYMBOL LUK MEETING DATE 28-Feb-2013 ISIN US5272881047 AGENDA 933731223 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. TO APPROVE ISSUANCE OF COMMON Management For For SHARES, $1.00 PAR VALUE PER SHARE, OF LEUCADIA NATIONAL CORPORATION ("LEUCADIA") TO STOCKHOLDERS OF JEFFERIES GROUP, INC. ("JEFFERIES") TO BE ISSUED AS THE MERGER CONSIDERATION IN CONNECTION WITH THE SECOND MERGER AS CONTEMPLATED BY THE AGREEMENT AND PLAN OF MERGER, DATED NOVEMBER 11, 2012, AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT 2. TO APPROVE AN AMENDMENT TO THE Management For For TRANSFER RESTRICTIONS ALREADY CONTAINED IN LEUCADIA'S CERTIFICATE OF INCORPORATION TO PREVENT ANY PERSON FROM BECOMING A "5% SHAREHOLDER" OR BEING TREATED AS OWNING MORE THAN 5% OF THE LEUCADIA COMMON SHARES FOR PURPOSES OF SECTION 382 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. 3. TO APPROVE, ON A NON-BINDING, Management Abstain Against ADVISORY BASIS, THE COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO LEUCADIA'S NAMED EXECUTIVE OFFICERS THAT IS BASED ON OR OTHERWISE RELATED TO THE PROPOSED TRANSACTIONS. 4. TO ADJOURN THE LEUCADIA SPECIAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE PROPOSAL 1 OR 2. Management For For
METROPCS COMMUNICATIONS, INC. SECURITY 591708102 MEETING TYPE Special TICKER SYMBOL PCS MEETING DATE 01-Mar-2013 ISIN US5917081029 AGENDA 933738330 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. TO APPROVE THE STOCK ISSUANCE Management Against Against PROPOSAL 2. TO APPROVE THE RECAPITALIZATION Management Against Against PROPOSAL 3. TO APPROVE THE DECLASSIFICATION Management Against Against PROPOSAL 4. TO APPROVE THE DEUTSCHE TELEKOM Management Against Against DIRECTOR DESIGNATION PROPOSAL 5. TO APPROVE THE DIRECTOR REMOVAL Management Against Against PROPOSAL 6. TO APPROVE THE DEUTSCHE TELEKOM Management Against Against APPROVALS PROPOSAL 7. TO APPROVE THE CALLING OF Management Against Against STOCKHOLDER MEETING PROPOSAL 8. TO APPROVE THE ACTION BY WRITTEN Management Against Against CONSENT PROPOSAL 9. TO APPROVE THE BYLAW AMENDMENTS Management Against Against PROPOSAL 10. TO APPROVE THE GOVERNING LAW AND Management Against Against EXCLUSIVE FORUM PROPOSAL 11. TO APPROVE THE CHANGE IN CONTROL Management Against Against PAYMENTS PROPOSAL 12. TO APPROVE THE ADJOURNMENT Management Against Against PROPOSAL
TYCO INTERNATIONAL LTD. SECURITY H89128104 MEETING TYPE Annual TICKER SYMBOL TYC MEETING DATE 06-Mar-2013 ISIN CH0100383485 AGENDA 933727084 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. TO APPROVE THE ANNUAL REPORT, THE Management For For PARENT COMPANY FINANCIAL STATEMENTS OF TYCO INTERNATIONAL LTD AND THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED SEPTEMBER 28, 2012. 2. TO DISCHARGE THE BOARD OF DIRECTORS Management For For FROM LIABILITY FOR THE FINANCIAL YEAR ENDED SEPTEMBER 28, 2012. 3. DIRECTOR Management 1 EDWARD D. BREEN For For 2 MICHAEL E. DANIELS For For 3 FRANK M. DRENDEL For For 4 BRIAN DUPERREAULT For For 5 RAJIV L. GUPTA For For 6 JOHN A. KROL For For 7 GEORGE OLIVER For For 8 BRENDAN R. O'NEILL For For 9 SANDRA S. WIJNBERG For For 10 R. DAVID YOST For For 4A. TO ELECT DELOITTE AG (ZURICH) AS Management For For STATUTORY AUDITORS UNTIL THE NEXT ANNUAL GENERAL MEETING. 4B. TO RATIFY APPOINTMENT OF DELOITTE & Management For For TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR PURPOSES OF UNITED STATES SECURITIES LAW REPORTING FOR THE YEAR ENDING SEPTEMBER 27, 2013. 4C. TO ELECT PRICEWATERHOUSECOOPERS Management For For AG (ZURICH) AS SPECIAL AUDITORS UNTIL THE NEXT ANNUAL GENERAL MEETING. 5A. APPROVE THE ALLOCATION OF FISCAL Management For For YEAR 2012 RESULTS. 5B. APPROVE THE PAYMENT OF AN ORDINARY Management For For CASH DIVIDEND IN AN AMOUNT OF UP TO $0.64 PER SHARE OUT OF TYCO'S CAPITAL CONTRIBUTION RESERVE IN ITS STATUTORY ACCOUNTS. 6. TO CAST A NON-BINDING ADVISORY VOTE Management Abstain Against TO APPROVE EXECUTIVE COMPENSATION. 7. TO AMEND OUR ARTICLES OF ASSOCIATION Management For For IN ORDER TO RENEW THE AUTHORIZED SHARE CAPITAL AVAILABLE FOR NEW ISSUANCE. 8. TO APPROVE A REDUCTION IN THE Management For For REGISTERED SHARE CAPITAL.
ZON MULTIMEDIA - SERVICOS DE TELECOMUNICACOES E MU SECURITY X9819B101 MEETING TYPE ExtraOrdinary General Meeting TICKER SYMBOL MEETING DATE 07-Mar-2013 ISIN PTZON0AM0006 AGENDA 704254022 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- CMMT PLEASE NOTE THAT VOTING IN Non-Voting PORTUGUESE MEETINGS REQUIRES THE DISCLOSURE OF-BENEFICIAL OWNER INFORMATION, THROUGH DECLARATIONS OF PARTICIPATION AND-VOTING. BROADRIDGE WILL DISCLOSE THE BENEFICIAL OWNER INFORMATION FOR YOUR-VOTED ACCOUNTS. ADDITIONALLY, PORTUGUESE LAW DOES NOT PERMIT BENEFICIAL-OWNERS TO VOTE INCONSISTENTLY ACROSS THEIR HOLDINGS. OPPOSING VOTES MAY BE- REJECTED SUMMARILY BY THE COMPANY HOLDING THIS BALLOT. PLEASE CONTACT YOUR-CLIENT SERVICE REPRESENTATIVE FOR FURTHER DETAILS. CMMT PLEASE NOTE THAT SHAREHOLDERS MAY Non-Voting ONLY ATTEND THE SHAREHOLDERS' MEETING IF THE-Y HOLD VOTING RIGHTS OF A MINIMUM OF 400 SHARES WHICH CORRESPOND TO ONE VOTING-RIGHT. 1 To resolve on the ratification of the co-optation of Management For For Directors 2 To resolve, under the terms and for the purposes Management For For of Article 100(2) of the Portuguese Companies Code, on: I-the approval of the Merger Project, and its schedules, regarding the merger by incorporation of Optimus - SGPS, S.A. into ZON Multimedia, dated 21January 2013, and ii-the increase of the registered share capital of ZON Multimedia, as a result of the merger, from EUR 3.090.968,28 (three million, ninety thousand, nine hundred and sixty-eight Euros and twenty-eight cents) to EUR 5.151.613,80 (five million, one hundred and fifty-one thousand, six hundred and thirteen Euros and eighty cents), as well as the modification of the corporate name of the Company, and consequent amendment of Article 1 and Article 4(1) and (2), both of the Articles of Association 3 To resolve on the granting of powers to any two Management For For members of the Executive Committee of the Company to, on behalf and in representation of the same, implement the resolutions adopted in this meeting
NATIONAL FUEL GAS COMPANY SECURITY 636180101 MEETING TYPE Annual TICKER SYMBOL NFG MEETING DATE 07-Mar-2013 ISIN US6361801011 AGENDA 933726498 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. DIRECTOR Management 1 DAVID C. CARROLL Withheld Against 2 CRAIG G. MATTHEWS Withheld Against 3 DAVID F. SMITH Withheld Against 2. VOTE TO RATIFY Management For For PRICEWATERHOUSECOOPERS LLP AS OUR REGISTERED PUBLIC ACCOUNTING FIRM 3. ADVISORY APPROVAL OF EXECUTIVE Management Abstain Against COMPENSATION
ZIPCAR, INC. SECURITY 98974X103 MEETING TYPE Special TICKER SYMBOL ZIP MEETING DATE 07-Mar-2013 ISIN US98974X1037 AGENDA 933733380 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. PROPOSAL TO ADOPT THE AGREEMENT Management For For AND PLAN OF MERGER, DATED AS OF DECEMBER 31, 2012, BY AND AMONG AVIS BUDGET GROUP, INC., MILLENNIUM ACQUISITION SUB, INC. AND ZIPCAR, INC. (THE "COMPANY"), AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME. 2. PROPOSAL TO APPROVE, ON A NON- Management Abstain Against BINDING, ADVISORY BASIS, CERTAIN COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO THE COMPANY'S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER. 3. PROPOSAL TO APPROVE THE Management For For ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE MEETING TO ADOPT THE MERGER AGREEMENT.
URANIUM ONE INC. SECURITY 91701P105 MEETING TYPE Special TICKER SYMBOL SXRZF MEETING DATE 07-Mar-2013 ISIN CA91701P1053 AGENDA 933734483 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 01 TO APPROVE THE RESOLUTION ATTACHED Management For For AS APPENDIX A TO THE MANAGEMENT INFORMATION CIRCULAR OF URANIUM ONE INC. DATED FEBRUARY 8, 2013, TO APPROVE A PLAN OF ARRANGEMENT PURSUANT TO SECTION 192 OF THE CANADA BUSINESS CORPORATIONS ACT, INVOLVING URANIUM ONE INC., JSC ATOMREDMETZOLOTO AND EFFECTIVE ENERGY N.V. AND THE SECURITYHOLDERS, ALL AS MORE PARTICULARLY DESCRIBED IN SAID MANAGEMENT INFORMATION CIRCULAR.
EPOCRATES INC SECURITY 29429D103 MEETING TYPE Special TICKER SYMBOL EPOC MEETING DATE 11-Mar-2013 ISIN US29429D1037 AGENDA 933734281 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. TO ADOPT THE AGREEMENT AND PLAN OF Management For For MERGER, DATED AS OF JANUARY 7, 2013, BY AND AMONG ATHENAHEALTH, INC., ECHO MERGER SUB, INC., A DIRECT WHOLLY-OWNED SUBSIDIARY OF ATHENAHEALTH, INC., AND EPOCRATES, INC. (THE "MERGER AGREEMENT"). 2. TO APPROVE, ON AN ADVISORY BASIS, THE Management Abstain Against MERGER-RELATED COMPENSATION FOR EPOCRATES' NAMED EXECUTIVE OFFICERS. 3. TO VOTE TO ADJOURN THE SPECIAL Management For For MEETING, IF NECESSARY, FOR THE PURPOSE OF SOLICITING ADDITIONAL PROXIES TO VOTE IN FAVOR OF ADOPTION OF THE MERGER AGREEMENT.
SPARTECH CORPORATION SECURITY 847220209 MEETING TYPE Special TICKER SYMBOL SEH MEETING DATE 12-Mar-2013 ISIN US8472202097 AGENDA 933734077 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. PROPOSAL TO ADOPT THE AGREEMENT Management For For AND PLAN OF MERGER, DATED AS OF OCTOBER 23, 2012, AS IT MAY BE AMENDED FROM TIME TO TIME, BY AND AMONG POLYONE CORPORATION, SPARTECH CORPORATION, 2012 REDHAWK, INC., AND 2012 REDHAWK, LLC. 2. PROPOSAL TO APPROVE, ON AN ADVISORY Management Abstain Against (NON-BINDING) BASIS, THE MERGER- RELATED EXECUTIVE OFFICER COMPENSATION PAYMENTS THAT WILL OR MAY BE PAID BY SPARTECH CORPORATION TO ITS NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER. 3. PROPOSAL TO APPROVE THE Management For For ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES TO ADOPT THE MERGER AGREEMENT AT THE TIME OF THE SPECIAL MEETING.
THE ADT CORPORATION SECURITY 00101J106 MEETING TYPE Annual TICKER SYMBOL ADT MEETING DATE 14-Mar-2013 ISIN US00101J1060 AGENDA 933729432 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. DIRECTOR Management 1 THOMAS COLLIGAN For For 2 TIMOTHY DONAHUE For For 3 ROBERT DUTKOWSKY For For 4 BRUCE GORDON For For 5 NAREN GURSAHANEY For For 6 BRIDGETTE HELLER For For 7 KATHLEEN HYLE For For 8 KEITH MEISTER For For 9 DINESH PALIWAL For For 2. TO RATIFY THE APPOINTMENT OF DELOITTE Management For For & TOUCHE LLP AS ADT'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR 2013. 3. TO APPROVE, BY NON-BINDING VOTE, Management Abstain Against NAMED EXECUTIVE OFFICER COMPENSATION. 4. TO RECOMMEND, BY NON-BINDING VOTE, Management Abstain Against THE FREQUENCY OF NAMED EXECUTIVE OFFICER COMPENSATION VOTES.
INTERMEC, INC. SECURITY 458786100 MEETING TYPE Special TICKER SYMBOL IN MEETING DATE 19-Mar-2013 ISIN US4587861000 AGENDA 933734762 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. TO CONSIDER AND VOTE UPON A Management For For PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF DECEMBER 9, 2012 (AS IT MAY BE AMENDED FROM TIME TO TIME, THE "MERGER AGREEMENT"), BY AND AMONG INTERMEC, INC., HONEYWELL INTERNATIONAL INC., AND HAWKEYE MERGER SUB CORP., A WHOLLY OWNED SUBSIDIARY OF HONEYWELL INTERNATIONAL INC. 2. TO CONSIDER AND VOTE UPON ANY Management For For PROPOSAL TO ADJOURN THE SPECIAL MEETING, IF DETERMINED NECESSARY BY INTERMEC, INC., TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO ADOPT THE MERGER AGREEMENT. 3. TO CONSIDER AND VOTE ON A PROPOSAL Management For For TO APPROVE, ON AN ADVISORY (NON- BINDING) BASIS, THE "GOLDEN PARACHUTE" COMPENSATION PAYMENTS THAT WILL OR MAY BE PAID BY INTERMEC, INC. TO ITS NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER.
IBERDROLA SA, BILBAO SECURITY E6165F166 MEETING TYPE Ordinary General Meeting TICKER SYMBOL MEETING DATE 22-Mar-2013 ISIN ES0144580Y14 AGENDA 704284417 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- CMMT SHAREHOLDERS PARTICIPATING IN THE Non-Voting GENERAL MEETING, WHETHER DIRECTLY, BY PROXY,-OR BY LONG-DISTANCE VOTING, SHALL BE ENTITLED TO RECEIVE AN ATTENDANCE PREMIU-M OF 0.005 EURO GROSS PER SHARE, TO BE PAID TO THOSE ENTITLED WITH TRADES REGI-STERED ON MARCH 17TH OR 18TH (DEPENDING UPON THE CELEBRATION OF THE MEETING IN-1ST OR 2ND CALL) THROUGH THE ENTITIES PARTICIPATING IN IBERCLEAR, SPAIN'S CEN-TRAL DEPOSITARY 1 Approval of the individual annual financial Management For For statements of the Company and of the annual financial statements consolidated with its subsidiaries for the fiscal year 2012 2 Approval of the individual management report of Management For For the Company and of the consolidated management report of the Company and its subsidiaries for the fiscal year 2012 3 Approval of the management activity and Management For For activities of the Board of Directors during the fiscal year 2012 4 Re-election of Ernst & Young, S.L. as auditor of Management For For the Company and its consolidated group for the fiscal year 2013 5 Approval of the proposal for the allocation of Management For For profits/losses and the distribution of dividends for the fiscal year 2012 6.a Approval of an increase in share capital by Management For For means of a scrip issue at a maximum reference market value of 883 million Euros for the free-of- charge allocation of new shares to the shareholders of the Company. Offer to the shareholders for the acquisition of their free-of- charge allocation rights at a guaranteed price. Express provision for the possibility of an incomplete allocation. Application for admission of the shares issued to listing on the Bilbao, Madrid, Barcelona and Valencia Stock Exchanges, through the Automated Quotation System (Sistema de Interconexion bursatil). Delegation of powers to the Board of Directors, with the express power of substitution, including, among others, the power to amend Article 5 of the By-Laws 6.b Approval of an increase in share capital by Management For For means of a scrip issue at a maximum reference market value of 1,021 million Euros for the free- of-charge allocation of new shares to the shareholders of the Company. Offer to the shareholders for the acquisition of their free-of- charge allocation rights at a guaranteed price. Express provision for the possibility of an incomplete allocation. Application for admission of the shares issued to listing on the Bilbao, Madrid, Barcelona and Valencia Stock Exchanges, through the Automated Quotation System (Sistema de Interconexion bursatil). Delegation of powers to the Board of Directors, with the express power of substitution, including, among others, the power to amend Article 5 of the By-Laws 7 Ratification of the appointment on an interim Management For For basis and re-election of Mr. Manuel Lagares Gomez-Abascal as director of the Company, with the status of proprietary director 8 Authorization to the Board of Directors, with the Management For For express power of substitution, to create and fund associations, entities and foundations, up to a maximum annual amount of 12 million Euros, in accordance to the applicable legal provisions, for which purpose the authorization granted by the General Shareholders' Meeting of June 22, 2012 is hereby deprived of effect with regard to the unused amount 9.a Amendment of Article 6 of the By-Laws pursuant Management For For to Section 497 of the Corporate Enterprises Act (Ley de Sociedades de Capital) 9.B Amendment of Articles 39, 42 and 43 of the By- Management For For Laws to include technical improvements in the regulation of the operation of the Board of Directors and its committees 10 Approval of a share capital decrease by means of Management For For the redemption of 87,936,576 treasury shares of Iberdrola, S.A. which represent 1.40 % of its share capital and the acquisition of the Company's own shares representing up to a maximum of 1 % of the Company's share capital under a buy- back program for redemption thereof. Delegation of powers to the Board of Directors, with the express power of substitution, including, among others, the powers to amend Article 5 of the By-Laws and request the exclusion to listing and the cancellation of the accounting records of the shares to be redeemed 11 Delegation of powers to formalize and execute all Management For For resolutions adopted by the shareholders at the general Shareholders' Meeting, for the conversion thereof into a public instrument, and the interpretation, correction and supplementation thereof or further elaboration thereon until the required registrations are made 12 Consultative vote of the Annual report regarding Management For For the directors remunerations
UCB SA, BRUXELLES SECURITY B93562120 MEETING TYPE ExtraOrdinary General Meeting TICKER SYMBOL MEETING DATE 25-Mar-2013 ISIN BE0003739530 AGENDA 704282475 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- CMMT IMPORTANT MARKET PROCESSING Non-Voting REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF-ATTORNEY (POA) MAY BE REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING-INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO-BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE- REPRESENTATIVE CMMT MARKET RULES REQUIRE DISCLOSURE OF Non-Voting BENEFICIAL OWNER INFORMATION FOR ALL VOTED-ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO-PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE-POSITION TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED-IN ORDER FOR YOUR VOTE TO BE LODGED 1 Special Report by the Board of Directors on the Non-Voting use and purpose of the-authorized capital prepared in accordance with article 604 of the Belgian-Companies Code 2 The General Meeting resolves to grant the power Management No Action to increase the share capital to the Board of Directors. Therefore, the General Meeting resolves to add the following text as section 2 to article 6: The Board of Directors is authorized to increase the Company's share capital by an amount not exceeding five hundred million euros (EUR 500 000 000) in one or more operations, including by way of the issuance of warrants or convertible bonds. The Board of Directors is expressly authorized to make use of this mandate for the following operations: 1. A capital increase or the issuance of convertible bonds or warrants with cancellation or limitation of the preferential subscription rights of the existing shareholders. 2. A capital increase or the issuance of convertible bonds CONTD CONT CONTD with cancellation or limitation of the Non-Voting preferential subscription rights-of the existing shareholders for the benefit of one or more specific persons-who are not employees of the Company or of its subsidiaries. 3. A capital- increase by incorporation of reserves and/or share premiums. Any such capital-increase may take any and all form, including, but not limited to,-contributions in cash or in kind, with or without share premium, the-incorporation of reserves and/or share premiums, to the maximum extent- permitted by the law. Any use of the mandate granted in this section may only-occur via special majority in the Board of Directors, namely a majority of-independent directors on the one hand and a majority of directors-representing the Reference Shareholder on the other hand. Reference CONTD CONT CONTD Shareholder for the purposes of this Non-Voting section shall mean the person or-persons representing any Company that did a notification pursuant to article-74 of the Law of 1 April 2007 relating to public takeovers. The mandate to-the Board of Directors pursuant to this section is granted for a period of-five years as from the date of its publication 3 The General Meeting resolves to grant the power Management No Action to increase the share capital to the Board of Directors in case of a public take-over bid on securities of the Company. Therefore, the General Meeting resolves to add the following text as section 3 to article 6: The Board of Directors is expressly authorized, in case of a public take-over bid on securities of the Company, to increase the capital by an amount not exceeding five hundred million euros (EUR 500 000 000), in one or more operations, including by way of the issuance of warrants or convertible bonds, in the manner and under the conditions set out in article 607 of the Companies Code and in the same ways and modalities provided in the preceding section. The mandate to the Board of Directors pursuant to this section is granted for a period of three years as from the date of its publication. CONTD CONT CONTD The total amount of the share capital Non-Voting increased by means of this-section and section 2 above may not exceed five hundred million euros (EUR-500 000 000). The Board of Directors is empowered, with full power of-substitution, to amend the Articles of Association to reflect the capital-increases resulting from the exercise of its powers pursuant to this section-and section 2 above 4 The General Meeting resolves to replace article Management No Action 11 a) second paragraphs with the following text: Shares are registered or dematerialized shares, at the request of the shareholder, and in accordance with the law. Transitional provision: Until 1 January 2014, fully paid shares is registered, dematerialized or bearer shares, at the request of the shareholder, according to the law. Bearer shares of the Company already issued and registered on a custody account or an investment account on 1 January 2008 will exist under the dematerialized form as from that date. Other bearer shares will automatically be converted into dematerialized shares, as from their registration on a custody account or an investment account as from 1 January 2008 5 The General Meeting resolves to replace Management No Action paragraph 3 of article 12 of the Articles of Association until the end of this article by the following text, in order to renew the authorization of the General Meeting given to the Board of Directors relating to the acquisition and transfer of own shares: The Board of Directors is authorized to acquire, on or outside of the stock exchange, by way of purchase, exchange, contribution or any other kind of acquisition, directly or indirectly, the maximum number of Company's shares permitted by law for a price or an exchange value per share of maximum the highest price of the Company's share on Euronext Brussels on the day of the acquisition and minimum one euro (EUR 1). This mandate is granted for a period of five years as of the date of the General Meeting that approved it. The Board of Directors is authorized to acquire, on or outside of the stock exchange, CONTD CONT CONTD by way of purchase, exchange, Non-Voting contribution or any other kind of-acquisition, directly or indirectly, the Company's shares in accordance with-the Companies Code if such acquisition is necessary to avoid serious and- imminent prejudice to the Company. This mandate is granted for a period of-three years as from the date of its publication. The Board of Directors is-authorized to transfer, on or outside of the stock exchange, by way of sale,-exchange, contribution or any other kind of transfer, directly or indirectly,-the Company's own shares in accordance with article 622, section 2, section-1, of the Companies Code. This mandate is granted for an unlimited duration-in time. For the avoidance of doubt, this mandate includes the transfer-necessary to avoid serious and imminent prejudice to the Company. CONTD CONT CONTD The Board of Directors is authorized to Non-Voting transfer, on the stock exchange-or through a public offer, directly or indirectly, the Company's shares in-accordance with article 622, section 2, section 2, 2, of the Companies Code-if such transfer is necessary to avoid serious and imminent prejudice to the-Company. This mandate is granted for a period of three years as from the date-of its publication. The mandates granted to the Board of Directors pursuant-to this article extend to any acquisitions or transfers of the Company's-shares, directly or indirectly, undertaken by the Company's direct-subsidiaries, as defined in article 627 of that Code 6 As the above resolution has not been approved, Management No Action the General Meeting resolves to modify the limitations stipulated on the acquisition of own shares during the shareholders' meeting of 6 November 2009, as such modification will enable UCB SA to monetize the options it currently holds in UCB SA shares at better prices, compared to what would be possible under the current 2009 shareholders' meeting resolution. Therefore, the General Meeting resolves to renew the authorization granted in 2009 and to grant the power to the Board of Directors to acquire, on or outside of the stock exchange, by way of purchase, exchange, contribution or any other kind of acquisition, directly or indirectly, the maximum number of Company's shares permitted by law, for a price or an exchange value per share of maximum the highest price of the CONTD CONT CONTD Company's share on Euronext Brussels Non-Voting on the day of the acquisition and-minimum one euro (EUR 1). This mandate is granted for a period of five years-as of the date of the General Meeting that approved it 7 The General Meeting resolves to add the Management No Action following text as last paragraph of article 14 of the Articles of Association: The share register or bond register(s) of the Company may be held either on paper or via whatever electronic or dematerialized means as are legally permissible at any given point in time 8 The General Meeting resolves to replace the Management No Action second paragraph of article 19 of the Articles of Association by the following text: Copies or extracts of the minutes to be produced in court or elsewhere shall be signed by either the Chair, or two Directors, or the Secretary General, or the General Counsel 9 The General Meeting resolves to replace the Management No Action second bullet of article 20 of Articles of Association by the following text to reflect the extension of this committee's scope of competences: A Governance, Nomination & Compensation Committee in accordance with article 526quater of the Companies Code with, in particular, the tasks set out in that article 10 The General Meeting resolves to replace the Management No Action second paragraph of article 36 of the Articles of Association by the following text in order to align it with the current text of the companies' Code: The Board of Directors can determine the form of proxies, which must be received by the Company at least six days before the date of the meeting 11 The General Meeting resolves to replace the Management No Action current article 37 by the following text: The General Meeting shall be chaired by the Chair of the Board of Directors, whom failing by a Deputy Chair, and should none of them be able to attend, by another Director. The Chair shall appoint the Secretary, who may but does not have to be a shareholder, and choose two scrutinizers, who may but do not have to be shareholders and who, together with the Directors present, shall constitute the Bureau 12 The General Meeting resolves to add the Management No Action following text in the second paragraph of article 38 of the Articles of Association, between "his voting rights shall fall below one of the limits specified above" and "These notifications will occur": The same notification requirements will apply to any instrument, option, future, swap, interest term agreement and other derivative granting its holder the right to acquire existing securities carrying voting rights pursuant to a formal agreement (i.e. an agreement that is binding pursuant to the applicable law) and only on the holders' own initiative. In order for the notification requirements to apply, the holder must either have an unconditional right to acquire existing securities carrying voting rights or be able to make free use of its right to acquire them CONTD CONT CONTD A right to acquire securities carrying Non-Voting voting rights is considered to-be unconditional if it depends merely on an event that can be caused to-happen or prevented from happening by the holder of the right
EPOCH HOLDING CORPORATION SECURITY 29428R103 MEETING TYPE Special TICKER SYMBOL EPHC MEETING DATE 26-Mar-2013 ISIN US29428R1032 AGENDA 933737895 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. ADOPT THE AGREEMENT AND PLAN OF Management For For MERGER (THE "MERGER AGREEMENT"), BY AND BETWEEN EPOCH HOLDING CORPORATION ("EPOCH"), THE TORONTO- DOMINION BANK ("TD") AND EMPIRE MERGER SUB, INC. ("MERGER SUB"), WHICH PROVIDES FOR THE MERGER OF MERGER SUB, A WHOLLY OWNED SUBSIDIARY OF TD, WITH AND INTO EPOCH, WITH EPOCH CONTINUING AS THE SURVIVING CORPORATION ("MERGER"). 2. TO APPROVE, IN A NON-BINDING ADVISORY Management Abstain Against VOTE, CERTAIN COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO EPOCH'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 IN THE VIEW OF THE EPOCH BOARD OF DIRECTORS, TO PERMIT FURTHER SOLICITATION OF PROXIES IF THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO ADOPT THE MERGER AGREEMENT.
JUPITER TELECOMMUNICATIONS CO.,LTD. SECURITY J28710101 MEETING TYPE Annual General Meeting TICKER SYMBOL MEETING DATE 27-Mar-2013 ISIN JP3392750000 AGENDA 704317937 - 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 3 Appoint a Corporate Auditor Management For For
ACME PACKET, INC. SECURITY 004764106 MEETING TYPE Special TICKER SYMBOL APKT MEETING DATE 28-Mar-2013 ISIN US0047641065 AGENDA 933739205 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. ADOPT THE AGREEMENT AND PLAN OF Management For For MERGER AMONG ACME PACKET, INC., ("ACME PACKET"), OC ACQUISITION LLC ("PARENT"), A DELAWARE LIMITED LIABILITY COMPANY AND WHOLLY OWNED SUBSIDIARY OF ORACLE CORPORATION ("ORACLE"), ANDES ACQUISITION CORPORATION, AND ORACLE, SOLELY WITH RESPECT TO CERTAIN OBLIGATIONS SET FORTH THEREIN, AS IT MAY BE AMENDED FROM TIME TO TIME. 2. A PROPOSAL TO APPROVE, ON A NON- Management Abstain Against BINDING, ADVISORY BASIS, THE COMPENSATION THAT MAY BECOME PAYABLE TO ACME PACKET'S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE COMPLETION OF THE MERGER. 3. A PROPOSAL TO APPROVE ONE OR MORE Management For For ADJOURNMENTS OR POSTPONEMENTS OF THE SPECIAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF ACME PACKET HAS NOT OBTAINED SUFFICIENT AFFIRMATIVE STOCKHOLDER VOTES TO ADOPT THE MERGER AGREEMENT.
TNT EXPRESS NV, AMSTERDAM SECURITY N8726Y106 MEETING TYPE Annual General Meeting TICKER SYMBOL MEETING DATE 10-Apr-2013 ISIN NL0009739424 AGENDA 704284114 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1 Open meeting and receive announcements Non-Voting 2 Presentation by Bernard Bot, CEO AD Interim Non-Voting 3 Receive report of management board and Non-Voting supervisory board 4 Discussion on company's corporate governance Non-Voting structure 5 Adopt financial statements and statutory reports Management For For 6.A Receive explanation on company's reserves and Non-Voting dividend policy 6.B Approve dividends of EUR 0.03 per share Management For For 7 Approve discharge of management board Management For For 8 Approve discharge of supervisory board Management For For 9 Elect Louis Willem (Tex) Gunning to executive Management For For board 10.A Re-elect Shemaya Levy to supervisory board Management For For 10.B Re-elect Margot Scheltema to supervisory board Management For For 10.C Elect Sjoerd Vollebregt to supervisory board Management For For 11 Extension of the designation of the Executive Board as authorised body to issue ordinary shares Management Against Against 12 Extension of the designation of the Executive Management Against Against Board as authorised body to limit or exclude the pre-emptive right upon the issue of ordinary shares 13 Authorisation of the Executive Board to have the Management For For company acquire its own shares 14 Allow questions Non-Voting 15 Close meeting Non-Voting CMMT PLEASE NOTE THAT THIS IS A REVISION Non-Voting DUE TO CHANGE IN TEXT OF RESOLUTIONS 9, 11-TO 13. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROX-Y FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
METALS USA HOLDINGS CORP. SECURITY 59132A104 MEETING TYPE Special TICKER SYMBOL MUSA MEETING DATE 10-Apr-2013 ISIN US59132A1043 AGENDA 933748076 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. TO ADOPT THE AGREEMENT AND PLAN OF Management For For MERGER, DATED AS OF FEBRUARY 6, 2013, BY AND AMONG RELIANCE STEEL & ALUMINUM CO. ("RELIANCE"), METALS USA HOLDINGS CORP. ("METALS USA") AND RSAC ACQUISITION CORP., A WHOLLY- OWNED SUBSIDIARY OF RELIANCE (AS IT MAY BE AMENDED FROM TIME TO TIME, THE "MERGER AGREEMENT"), ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. 2. TO APPROVE AN ADVISORY, NON-BINDING Management Abstain Against PROPOSAL REGARDING THE COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO METALS USA'S NAMED EXECUTIVE OFFICERS THAT IS BASED ON OR OTHERWISE RELATES TO THE MERGER. 3. TO APPROVE ONE OR MORE Management For For ADJOURNMENTS OR POSTPONEMENTS OF THE SPECIAL MEETING TO A LATER DATE OR TIME, IF NECESSARY OR APPROPRIATE, INCLUDING ADJOURNMENTS TO PERMIT FURTHER SOLICITATION OF PROXIES IN FAVOR OF THE PROPOSAL TO ADOPT THE MERGER AGREEMENT.
PERVASIVE SOFTWARE INC. SECURITY 715710109 MEETING TYPE Special TICKER SYMBOL PVSW MEETING DATE 10-Apr-2013 ISIN US7157101095 AGENDA 933762470 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. ADOPT THE AGREEMENT AND PLAN OF Management For For MERGER (THE "MERGER AGREEMENT"), DATED AS OF JANUARY 28, 2013, BY AND AMONG ACTIAN CORPORATION, A DELAWARE CORPORATION ("PARENT"), ACTIAN SUB II, INC., A DELAWARE CORPORATION AND A WHOLLY OWNED SUBSIDIARY OF PARENT ("MERGER SUB"), AND PERVASIVE SOFTWARE INC., A DELAWARE CORPORATION (THE "COMPANY"), AS IT MAY BE AMENDED FROM TIME TO TIME. 2. A PROPOSAL TO APPROVE THE Management For For ADJOURNMENT OF THE SPECIAL MEETING (THE "SPECIAL MEETING"), IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO ADOPT THE MERGER AGREEMENT.
SMITH & NEPHEW PLC SECURITY G82343164 MEETING TYPE Annual General Meeting TICKER SYMBOL MEETING DATE 11-Apr-2013 ISIN GB0009223206 AGENDA 704294254 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1 To receive and adopt the audited accounts Management For For 2 To approve the Directors Remuneration Report Management For For 3 To declare a final dividend Management For For 4 To re-elect Ian Barlow as a Director Management For For 5 To re-elect Olivier Bohuon as a Director Management For For 6 To re-elect The Rt Hon Baroness Bottomley of Management For For Nettlestone DL as a Director 7 To re-elect Julie Brown as a Director Management For For 8 To re-elect Sir John Buchanan as a Director Management For For 9 To re-elect Richard De Schutter as a Director Management For For 10 To re-elect Michael Friedman as a Director Management For For 11 To re-elect Dr Pamela Kirby as a Director Management For For 12 To re-elect Brian Larcombe as a Director Management For For 13 To re-elect Joseph Papa as a Director Management For For 14 To re-elect Ajay Piramal as a Director Management For For 15 To re-appoint the auditors Management For For 16 To authorise the Directors to determine the Management For For remuneration of the auditors 17 To renew the Directors authority to allot shares Management For For 18 To renew the Directors authority for the Management Against Against disapplication of the pre-emption rights 19 To renew the Directors limited authority to make Management For For market purchases of the Company's own shares 20 To authorise general meetings to be held on 14 Management For For clear days notice
COPEINCA ASA SECURITY R15888119 MEETING TYPE Annual General Meeting TICKER SYMBOL MEETING DATE 12-Apr-2013 ISIN NO0010352412 AGENDA 704321912 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- CMMT PLEASE NOTE THAT THIS IS AN Non-Voting AMENDMENT TO MEETING ID 166870 DUE TO POSTPONEMENT-OF THE MEETING DATE FROM 19 MARCH 2013 TO 12 APRIL 2013 AND CHANGE IN TEXT OF-RESOLUTION 7. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED-AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. CMMT MARKET RULES REQUIRE DISCLOSURE OF Non-Voting BENEFICIAL OWNER INFORMATION FOR ALL VOTED-ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO PROVI-DE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION TO-YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED IN ORDER FOR- YOUR VOTE TO BE LODGED CMMT IMPORTANT MARKET PROCESSING Non-Voting REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF AT-TORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION-S IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED-. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE CMMT SHARES HELD IN AN OMNIBUS/NOMINEE Non-Voting ACCOUNT NEED TO BE RE-REGISTERED IN THE BENE-FICIAL OWNERS NAME TO BE ALLOWED TO VOTE AT MEETINGS. SHARES WILL BE TEMPORARI-LY TRANSFERRED TO A SEPARATE ACCOUNT IN THE BENEFICIAL OWNER'S NAME ON THE PRO-XY DEADLINE AND TRANSFERRED BACK TO THE OMNIBUS/NOMINEE ACCOUNT THE DAY AFTER-THE MEETING. CMMT BLOCKING SHOULD ALWAYS BE APPLIED, Non-Voting RECORD DATE OR NOT. 1 Election of Chairperson of the meeting Management No Action 2 Approval of the Notice and Agenda for the Management No Action General Meeting 3 Election of one person to co-sign the Minutes Management No Action 4 Approval of the Annual Accounts and Annual Management No Action Report for the financial year 2012 including distribution of dividends: NOK 208,260,000 (NOK 3.56 per share) 5 Statement on corporate governance in Non-Voting accordance with the Accounting Act Sectio-n 3-3b 6 Approval of auditor's fee: The Board of Directors Management No Action proposes that the Annual General Meeting approves the Auditor's fee in the amount of USD 380,600 (approximately NOK 2,085,098) 7 Approval of the remuneration of the members of Management No Action the Board of Directors 8 The Board of Directors' statement on Management No Action remuneration of the Management of the Company 9 Board of Directors. The Board proposes that the Management No Action following persons be elected as the new Board of Directors for the period 2013-2015: Mr. Samuel Dyer Coriat, Chairman; Mr. Kristjan Th. Davidsson, Deputy Chairman; Mr. Samuel Dyer Ampudia, Member; Mrs. Mimi K. Berdal, Member; Mrs. Marianne Johnsen, Member; Mr. Ivan Orlic Ticeran, Member; Mrs. Sheyla Dyer Coriat, Member; Mr. William Dyer Osorio, Member 10 Nominations Committee: Luis Felipe Arizmendi Management No Action (Chairman), Samuel Dyer Ampudia, Helge Midttun 11 General authorization to increase the Company's Management No Action share capital 12 Authorization to purchase Copeinca ASA shares Management No Action
M&T BANK CORPORATION SECURITY 55261F104 MEETING TYPE Special TICKER SYMBOL MTB MEETING DATE 16-Apr-2013 ISIN US55261F1049 AGENDA 933739178 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. TO APPROVE THE ISSUANCE OF M&T BANK Management For For CORPORATION COMMON STOCK TO HUDSON CITY BANCORP, INC. STOCKHOLDERS PURSUANT TO THE AGREEMENT AND PLAN OF MERGER, DATED AS OF AUGUST 27, 2012, BY AND AMONG M&T BANK CORPORATION, HUDSON CITY BANCORP, INC. AND WILMINGTON TRUST CORPORATION. 2. TO APPROVE CERTAIN AMENDMENTS TO Management For For THE TERMS OF THE FIXED RATE CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES A, PAR VALUE $1.00 PER SHARE AND LIQUIDATION PREFERENCE $1,000 PER SHARE, OF M&T BANK CORPORATION, WHICH ARE REFERRED TO AS THE SERIES A PREFERRED SHARES, INCLUDING AMENDMENTS TO THE DIVIDEND RATE AND THE REDEMPTION PROVISIONS OF THE SERIES A PREFERRED SHARES. 3. TO APPROVE CERTAIN AMENDMENTS TO Management For For THE TERMS OF THE FIXED RATE CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES C, PAR VALUE $1.00 PER SHARE AND LIQUIDATION PREFERENCE $1,000 PER SHARE, OF M&T BANK CORPORATION, WHICH ARE REFERRED TO AS THE SERIES C PREFERRED SHARES, INCLUDING AMENDMENTS TO THE DIVIDEND RATE AND THE REDEMPTION PROVISIONS OF THE SERIES C PREFERRED SHARES. 4. TO APPROVE ONE OR MORE Management For For ADJOURNMENTS OF THE M&T BANK CORPORATION SPECIAL MEETING OF SHAREHOLDERS, IF NECESSARY OR APPROPRIATE, INCLUDING ADJOURNMENTS TO PERMIT FURTHER SOLICITATION OF PROXIES IN FAVOR OF THE STOCK ISSUANCE PROPOSAL, THE SERIES A PREFERRED SHARE AMENDMENT PROPOSAL OR THE SERIES C PREFERRED SHARE AMENDMENT PROPOSAL.
M&T BANK CORPORATION SECURITY 55261F104 MEETING TYPE Annual TICKER SYMBOL MTB MEETING DATE 16-Apr-2013 ISIN US55261F1049 AGENDA 933742389 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. DIRECTOR Management 1 BRENT D. BAIRD For For 2 C. ANGELA BONTEMPO For For 3 ROBERT T. BRADY For For 4 T.J. CUNNINGHAM III For For 5 MARK J. CZARNECKI For For 6 GARY N. GEISEL For For 7 JOHN D. HAWKE, JR. For For 8 PATRICK W.E. HODGSON For For 9 RICHARD G. KING For For 10 JORGE G. PEREIRA For For 11 MICHAEL P. PINTO For For 12 MELINDA R. RICH For For 13 ROBERT E. SADLER, JR. For For 14 HERBERT L. WASHINGTON For For 15 ROBERT G. WILMERS For For 2. TO APPROVE THE M&T BANK CORPORATION Management For For EMPLOYEE STOCK PURCHASE PLAN. 3. TO APPROVE THE COMPENSATION OF M&T Management Abstain Against BANK CORPORATION'S NAMED EXECUTIVE OFFICERS. 4. TO RECOMMEND THE FREQUENCY OF Management Abstain Against FUTURE ADVISORY VOTES ON THE COMPENSATION OF M&T BANK CORPORATION'S NAMED EXECUTIVE OFFICERS. 5. TO RATIFY THE APPOINTMENT OF Management For For PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF M&T BANK CORPORATION FOR THE YEAR ENDING DECEMBER 31, 2013.
ARBITRON INC. SECURITY 03875Q108 MEETING TYPE Special TICKER SYMBOL ARB MEETING DATE 16-Apr-2013 ISIN US03875Q1085 AGENDA 933752924 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. ADOPTION OF THE AGREEMENT AND PLAN Management For For OF MERGER, DATED AS OF DECEMBER 17, 2012, BY AND AMONG ARBITRON INC., NIELSEN HOLDINGS N.V. AND TNC SUB I CORPORATION, AS AMENDED BY AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER, DATED AS OF JANUARY 25, 2013, AS SUCH AGREEMENT MAY BE FURTHER AMENDED FROM TIME TO TIME. 2. APPROVAL OF 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 ADOPT THE MERGER AGREEMENT. 3. APPROVAL, ON AN ADVISORY (NON- Management Abstain Against BINDING) BASIS OF THE "GOLDEN PARACHUTE" COMPENSATION ARRANGEMENTS THAT MAY BE PAID OR BECOME PAYABLE TO OUR NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER AND THE AGREEMENTS AND UNDERSTANDINGS PURSUANT TO WHICH SUCH COMPENSATION MAY BE PAID OR BECOME PAYABLE.
ACTELION LTD., ALLSCHWIL SECURITY H0032X135 MEETING TYPE Annual General Meeting TICKER SYMBOL MEETING DATE 18-Apr-2013 ISIN CH0010532478 AGENDA 704324704 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- CMMT PLEASE NOTE THAT THIS IS THE PART II OF Non-Voting THE MEETING NOTICE SENT UNDER MEETING-149833, INCLUDING THE AGENDA. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST-BE NOTIFIED TO THE COMPANY REGISTRAR AS BENEFICIAL OWNER BEFORE THE RE-REGISTRATION DEADLINE. PLEASE NOTE THAT THOSE INSTRUCTIONS THAT ARE SUBMITTED AFTER THE CUTOFF DATE WILL BE PROCESSED ON A BEST EFFORT BASIS. THANK YOU. 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 THE VOTING INSTRUCTION, IT IS POSSIBLE THAT A MARKER MAY BE PLACED ON YOUR SHARES TO ALLOW FOR RECONCILIATION AND RE-REGISTRATION FOLLOWING A TRADE. IF YOU HAVE CONCERNS REGARDING YOUR ACCOUNTS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE. 1 Approval of the business report consisting of the Management No Action annual report, the annual statutory accounts and the consolidated accounts as of 31 December 2012 2 Approve allocation of income and dividends of Management No Action CHF 1.00 per share from capital contribution reserves 3 Consultative vote on compensation report Management No Action 4 Discharge of the board of directors and of the Management No Action senior management 5 Approve CHF 3.2 million reduction in share Management No Action capital via cancellation of repurchased shares 6.1 Re-election of Mr. Werner Henrich as board Management No Action member 6.2 Re-election of Mr. Armin Kessler as board Management No Action member 6.3 Re-election of Mr. Jean Malo as board member Management No Action 6.4 Election of Mr. John J. Greisch as new board Management No Action member 7 Election of the statutory auditor Ernst and Young Management No Action Ag, Basel 8 Additional and/or counterproposals Management No Action CMMT PLEASE NOTE THAT THIS IS A REVISION Non-Voting DUE TO RECEIPT OF AMOUNTS IN RESOLUTIONS 2-AND 5. 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.
GRUPO MODELO SAB DE CV SECURITY P4833F104 MEETING TYPE Annual General Meeting TICKER SYMBOL MEETING DATE 18-Apr-2013 ISIN MXP4833F1044 AGENDA 704351232 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- CMMT PLEASE NOTE THAT ONLY MEXICAN Non-Voting NATIONALS MAY PARTICIPATE IN THIS MEETING-THEREFORE THESE SHARES HAVE NO VOTING RIGHTS I Board of director's reports regarding the fiscal Non-Voting year ended on December 31,-2012, in terms of article 28 section IV of the securities market law and-other related governing regulations. Resolutions in such regard II Report regarding the situation of the fund Non-Voting destined for repurchase own-shares, and proposal, and approval if applicable, of the maximum amount of-funds that may be used for repurchase of own shares during the fiscal year- 2013. Resolutions in such regard III Compensation for the members of the boards of Non-Voting directors, and alternate, as-well as secretary and pro-secretary of the company. Resolutions thereto IV Appointment or ratification, as the case may be, Non-Voting of members of the board of-directors proprietary as well as the secretary and alternate secretary of the-company. Resolutions thereto V Appointment or ratification, as the case may be, Non-Voting of the members of the-executive committee of the company. Resolutions in such VI Appointment or ratification, as the case may be, Non-Voting of the presidents of the-audit, corporate practices and finances committees of the company committees-of the company VII Appointment of special delegates to carry out the Non-Voting resolution adopted by the-meeting, and, if applicable, to formalize them as required
TEXAS INSTRUMENTS INCORPORATED SECURITY 882508104 MEETING TYPE Annual TICKER SYMBOL TXN MEETING DATE 18-Apr-2013 ISIN US8825081040 AGENDA 933737693 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1A. ELECTION OF DIRECTOR: R.W. BABB, JR. Management For For 1B. ELECTION OF DIRECTOR: M.A. BLINN Management For For 1C. ELECTION OF DIRECTOR: D.A. CARP Management For For 1D. ELECTION OF DIRECTOR: C.S. COX Management For For 1E. ELECTION OF DIRECTOR: P.H. PATSLEY Management For For 1F. ELECTION OF DIRECTOR: R.E. SANCHEZ Management For For 1G. ELECTION OF DIRECTOR: W.R. SANDERS Management For For 1H. ELECTION OF DIRECTOR: R.J. SIMMONS Management For For 1I. ELECTION OF DIRECTOR: R.K. TEMPLETON Management For For 1J. ELECTION OF DIRECTOR: C.T. WHITMAN Management For For 2. BOARD PROPOSAL REGARDING ADVISORY Management Abstain Against APPROVAL OF THE COMPANY'S EXECUTIVE COMPENSATION. 3. BOARD PROPOSAL TO RATIFY THE Management For For APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013.
HUDSON CITY BANCORP, INC. SECURITY 443683107 MEETING TYPE Special TICKER SYMBOL HCBK MEETING DATE 18-Apr-2013 ISIN US4436831071 AGENDA 933738467 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. THE ADOPTION OF THE AGREEMENT AND Management For For PLAN OF MERGER, DATED AS OF AUGUST 27, 2012 (THE "MERGER AGREEMENT"), BY AND AMONG M&T BANK CORPORATION, HUDSON CITY BANCORP, INC. AND WILMINGTON TRUST CORPORATION (THE "MERGER" PROPOSAL). 2. THE APPROVAL, ON A NON-BINDING, Management Abstain Against ADVISORY BASIS, OF THE COMPENSATION TO BE PAID TO HUDSON CITY BANCORP INC.'S NAMED EXECUTIVE OFFICERS THAT IS BASED ON OR OTHERWISE RELATES TO THE MERGER PURSUANT TO THE MERGER AGREEMENT (THE "MERGER-RELATED NAMED EXECUTIVE OFFICER COMPENSATION" PROPOSAL). 3. THE APPROVAL OF ONE OR MORE Management For For ADJOURNMENTS OF THE HUDSON CITY BANCORP, INC. SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, INCLUDING ADJOURNMENTS TO PERMIT FURTHER SOLICITATION OF PROXIES IN FAVOR OF THE ADOPTION OF THE MERGER AGREEMENT (THE "HUDSON CITY ADJOURNMENT" PROPOSAL).
EBAY INC. SECURITY 278642103 MEETING TYPE Annual TICKER SYMBOL EBAY MEETING DATE 18-Apr-2013 ISIN US2786421030 AGENDA 933756934 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1A. ELECTION OF DIRECTOR: DAVID M. Management For For MOFFETT 1B. ELECTION OF DIRECTOR: RICHARD T. Management For For SCHLOSBERG, III 1C. ELECTION OF DIRECTOR: THOMAS J. Management For For TIERNEY 2. TO APPROVE, ON AN ADVISORY BASIS, THE Management Abstain Against COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3. STOCKHOLDER PROPOSAL REGARDING Shareholder Against For CORPORATE LOBBYING DISCLOSURE. 4. STOCKHOLDER PROPOSAL REGARDING Shareholder Against For PRIVACY AND DATA SECURITY. 5. RATIFICATION OF THE APPOINTMENT OF Management For For PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT AUDITORS FOR OUR FISCAL YEAR ENDING DECEMBER 31, 2013.
PORTUGAL TELECOM SGPS SA, LISBOA SECURITY X6769Q104 MEETING TYPE Ordinary General Meeting TICKER SYMBOL MEETING DATE 19-Apr-2013 ISIN PTPTC0AM0009 AGENDA 704363213 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- CMMT PLEASE NOTE THAT VOTING IN Non-Voting PORTUGUESE MEETINGS REQUIRES THE DISCLOSURE OF-BENEFICIAL OWNER INFORMATION, THROUGH DECLARATIONS OF PARTICIPATION AND-VOTING. BROADRIDGE WILL DISCLOSE THE BENEFICIAL OWNER INFORMATION FOR YOUR-VOTED ACCOUNTS. ADDITIONALLY, PORTUGUESE LAW DOES NOT PERMIT BENEFICIAL-OWNERS TO VOTE INCONSISTENTLY ACROSS THEIR HOLDINGS. OPPOSING VOTES MAY BE- REJECTED SUMMARILY BY THE COMPANY HOLDING THIS BALLOT. PLEASE CONTACT YOUR-CLIENT SERVICE REPRESENTATIVE FOR FURTHER DETAILS. CMMT PLEASE NOTE IN THE EVENT THE MEETING Non-Voting DOES NOT REACH QUORUM, THERE WILL BE A-SECOND CALL ON 06 MAY 2013. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL-REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. THANK YOU. 1 To resolve on the management report, balance Management No Action sheet and accounts for the year 2012 2 To resolve on the consolidated management Management No Action report, balance sheet and accounts for the year 2012 3 To resolve on the proposal for application of Management No Action profits and distribution of reserves 4 To resolve on a general appraisal of the Management No Action Company's management and supervision 5 To resolve on the ratification of the co-option of Management No Action the Director Fernando Magalhaes Portella 6 To resolve on the election of a new member of Management No Action the Compensation Committee to complete the current term of office 7 To resolve on the acquisition and disposal of own Management No Action shares 8 To resolve, pursuant to article 8, number 4, of the Management No Action Articles of Association, on the parameters applicable in the event of any issuance of bonds convertible into shares that may be resolved upon by the Board of Directors 9 To resolve on the suppression of the pre-emptive Management No Action right of the Shareholders in the subscription of any issuance of convertible bonds as referred to under item 8 hereof, as may be resolved upon by the Board of Directors 10 To resolve on the issuance of bonds and other Management No Action securities, of whatever nature, by the Board of Directors, and notably on the fixing of the value of such securities, in accordance with article 8, number 3 and article 15, number 1, paragraph e), of the Articles of Association 11 To resolve on the acquisition and disposal of own Management No Action bonds and other own securities 12 To resolve on the statement of the Compensation Management No Action Committee on the remuneration policy for the members of the management and supervisory bodies of the Company
ENDESA SA, MADRID SECURITY E41222113 MEETING TYPE Ordinary General Meeting TICKER SYMBOL MEETING DATE 22-Apr-2013 ISIN ES0130670112 AGENDA 704337434 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1 Approval annual accounts, for both the company Management For For and its consolidated group 2 Approval management report Management For For 3 Approval social management Management For For 4 Approval application of results Management For For 5 Re-election of D. Fulvio Conti Management For For 6 Re-election D. Gianluca Comin Management For For 7 Re-election D. Alejandro Echevarria Management For For 8 Re-election D. Miguel Roca Junyent Management For For 9 Annual report remuneration for counselors Management For For 10 Delegation of powers Management For For CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE IN RECORD DATE FROM 18 APR 2-013 TO 15 APR 2013. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETU-RN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THAN-K YOU. Non-Voting
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
DUFF & PHELPS CORPORATION SECURITY 26433B107 MEETING TYPE Special TICKER SYMBOL DUF MEETING DATE 22-Apr-2013 ISIN US26433B1070 AGENDA 933757796 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1 TO ADOPT THE AGREEMENT AND PLAN OF Management For For MERGER DATED AS OF DECEMBER 30, 2012 AMONG DUFF & PHELPS CORPORATION, DUFF & PHELPS ACQUISITIONS, LLC, DAKOTA HOLDING CORPORATION, DAKOTA ACQUISITIONS I, INC AND DAKOTA ACQUISITIONS II, LLC. 2 TO CAST AN ADVISORY (NON-BINDING) Management Abstain Against VOTE TO APPROVE CERTAIN AGREEMENTS OR UNDERSTANDINGS WITH, AND ITEMS OF COMPENSATION PAYABLE TO CERTAIN DUFF & PHELPS NAMED EXECUTIVE OFFICERS THAT ARE BASED ON OR OTHERWISE RELATED TO THE MERGER. 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 ADOPT THE MERGER AGREEMENT.
BEAM INC. SECURITY 073730103 MEETING TYPE Annual TICKER SYMBOL BEAM MEETING DATE 23-Apr-2013 ISIN US0737301038 AGENDA 933741072 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1A. ELECTION OF DIRECTOR: RICHARD A. Management For For GOLDSTEIN 1B. ELECTION OF DIRECTOR: STEPHEN W. Management For For GOLSBY 1C. ELECTION OF DIRECTOR: ANN F. HACKETT Management For For 1D. ELECTION OF DIRECTOR: A.D. DAVID Management For For MACKAY 1E. ELECTION OF DIRECTOR: GRETCHEN W. Management For For PRICE 1F. ELECTION OF DIRECTOR: MATTHEW J. Management For For SHATTOCK 1G. ELECTION OF DIRECTOR: ROBERT A. Management For For STEELE 1H. ELECTION OF DIRECTOR: PETER M. WILSON Management For For 2. RATIFICATION OF THE APPOINTMENT OF Management For For PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013. 3. ADVISORY VOTE TO APPROVE NAMED Management Abstain Against EXECUTIVE OFFICER COMPENSATION.
THE PNC FINANCIAL SERVICES GROUP, INC. SECURITY 693475105 MEETING TYPE Annual TICKER SYMBOL PNC MEETING DATE 23-Apr-2013 ISIN US6934751057 AGENDA 933744561 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1A ELECTION OF DIRECTOR: RICHARD O. Management For For BERNDT 1B ELECTION OF DIRECTOR: CHARLES E. Management For For BUNCH 1C ELECTION OF DIRECTOR: PAUL W. Management For For CHELLGREN 1D ELECTION OF DIRECTOR: WILLIAM S. Management For For DEMCHAK 1E ELECTION OF DIRECTOR: KAY COLES Management For For JAMES 1F ELECTION OF DIRECTOR: RICHARD B. Management For For KELSON 1G ELECTION OF DIRECTOR: BRUCE C. Management For For LINDSAY 1H ELECTION OF DIRECTOR: ANTHONY A. Management For For MASSARO 1I ELECTION OF DIRECTOR: JANE G. PEPPER Management For For 1J ELECTION OF DIRECTOR: JAMES E. ROHR Management For For 1K ELECTION OF DIRECTOR: DONALD J. Management For For SHEPARD 1L ELECTION OF DIRECTOR: LORENE K. Management For For STEFFES 1M ELECTION OF DIRECTOR: DENNIS F. STRIGL Management For For 1N ELECTION OF DIRECTOR: THOMAS J. USHER Management For For 1O ELECTION OF DIRECTOR: GEORGE H. Management For For WALLS, JR. 1P ELECTION OF DIRECTOR: HELGE H. Management For For WEHMEIER 2 RATIFICATION OF THE AUDIT COMMITTEE'S Management For For SELECTION OF PRICEWATERHOUSECOOPERS LLP AS PNC'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013. 3 ADVISORY VOTE TO APPROVE NAMED Management Abstain Against EXECUTIVE OFFICER COMPENSATION. 4 A SHAREHOLDER PROPOSAL REGARDING A Shareholder Against For REPORT ON GREENHOUSE GAS EMISSIONS OF BORROWERS AND EXPOSURE TO CLIMATE CHANGE RISK.
CHURCHILL DOWNS INCORPORATED SECURITY 171484108 MEETING TYPE Annual TICKER SYMBOL CHDN MEETING DATE 23-Apr-2013 ISIN US1714841087 AGENDA 933758255 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. DIRECTOR Management 1 U.L. BRIDGEMAN, JR. For For 2 RICHARD L. DUCHOSSOIS For For 3 JAMES F. MCDONALD For For 4 R. ALEX RANKIN For For 2. PROPOSAL TO RATIFY THE APPOINTMENT Management For For OF PRICEWATERHOUSECOOPERS LLP TO SERVE AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR CHURCHILL DOWNS INCORPORATED FOR THE YEAR ENDING DECEMBER 31, 2013 (PROPOSAL NO. 2). 3. PROPOSAL TO APPROVE, BY NON-BINDING Management Abstain Against ADVISORY VOTE, EXECUTIVE COMPENSATION. (PROPOSAL NO. 3).
SEACUBE CONTAINER LEASING LTD. SECURITY G79978105 MEETING TYPE Special TICKER SYMBOL BOX MEETING DATE 23-Apr-2013 ISIN BMG799781056 AGENDA 933760262 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. TO APPROVE AND ADOPT THE AGREEMENT Management For For AND PLAN OF AMALGAMATION, DATED AS OF JANUARY 18, 2013, BY AND AMONG 2357575 ONTARIO LIMITED, THE COMPANY AND SC ACQUISITIONCO LTD., A SUBSIDIARY OF 2357575 ONTARIO LIMITED AND TO APPROVE THE AMALGAMATION OF THE COMPANY AND SC ACQUISITIONCO LTD. (THE "AMALGAMATION"). 2. TO APPROVE AN ADJOURNMENT OF Management For For MEETING, IF NECESSARY OR APPROPRIATE IN THE VIEW OF BOARD, TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF THE PROPOSAL TO APPROVE AND ADOPT AMALGAMATION AGREEMENT AND TO APPROVE AMALGAMATION IF THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF SUCH ADJOURNMENT TO APPROVE AND ADOPT AMALGAMATION AGREEMENT AND TO APPROVE AMALGAMATION. 3. TO APPROVE, ON A NON-BINDING, ADVISORY BASIS, CERTAIN COMPENSATION THAT WILL OR MAY BECOME PAYABLE TO THE COMPANY'S NAMED EXECUTIVE OFFICERS THAT IS BASED ON OR OTHERWISE RELATES TO THE AMALGAMATION. Management Abstain Against
BIO-RAD LABORATORIES, INC. SECURITY 090572207 MEETING TYPE Annual TICKER SYMBOL BIO MEETING DATE 23-Apr-2013 ISIN US0905722072 AGENDA 933786773 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. DIRECTOR Management 1 LOUIS DRAPEAU For For 2 ALBERT J. HILLMAN For For 2. PROPOSAL TO RATIFY THE SELECTION OF Management For For ERNST & YOUNG LLP TO SERVE AS THE COMPANY'S INDEPENDENT AUDITORS.
ZON MULTIMEDIA - SERVICOS DE TELECOMUNICACOES E MU SECURITY X9819B101 MEETING TYPE Annual General Meeting TICKER SYMBOL MEETING DATE 24-Apr-2013 ISIN PTZON0AM0006 AGENDA 704365281 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- CMMT PLEASE NOTE THAT VOTING IN Non-Voting PORTUGUESE MEETINGS REQUIRES THE DISCLOSURE OF-BENEFICIAL OWNER INFORMATION, THROUGH DECLARATIONS OF PARTICIPATION AND-VOTING. BROADRIDGE WILL DISCLOSE THE BENEFICIAL OWNER INFORMATION FOR YOUR-VOTED ACCOUNTS. ADDITIONALLY, PORTUGUESE LAW DOES NOT PERMIT BENEFICIAL-OWNERS TO VOTE INCONSISTENTLY ACROSS THEIR HOLDINGS. OPPOSING VOTES MAY BE- REJECTED SUMMARILY BY THE COMPANY HOLDING THIS BALLOT. PLEASE CONTACT YOUR-CLIENT SERVICE REPRESENTATIVE FOR FURTHER DETAILS. 1 Accept Financial Statements and Statutory Management No Action Reports for Fiscal 2012 2 Approve Allocation of Income and Dividends Management No Action 3 Approve Discharge of Management and Management No Action Supervisory Board 4 Approve Remuneration Policy Management No Action 5 Authorize Repurchase and Reissuance of Shares Management No Action 6 Elect Corporate Bodies Management No Action CMMT PLEASE NOTE THAT THIS IS A REVISION Non-Voting DUE TO CHANGE IN RECORD DATE FROM 17 APR 2-013 TO 16 APR 2013 AND MEETING TIME FROM 10:00 TO 17:00. IF YOU HAVE ALREADY S-ENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO A-MEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
TELENET GROUP HOLDING NV, MECHELEN SECURITY B89957110 MEETING TYPE MIX TICKER SYMBOL MEETING DATE 24-Apr-2013 ISIN BE0003826436 AGENDA 704372971 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- CMMT IMPORTANT MARKET PROCESSING Non-Voting REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF AT-TORNEY (POA) MAY BE REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUC-TIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJE- CTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTA-TIVE CMMT MARKET RULES REQUIRE DISCLOSURE OF Non-Voting BENEFICIAL OWNER INFORMATION FOR ALL VOTED-ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO PROVI-DE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION TO-YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED IN ORDER FOR- YOUR VOTE TO BE LODGED A.1 Reports on the statutory financial statements Non-Voting A.2 Communication and approval of the statutory Management No Action financial statements A.3 Reports on the consolidated financial statements Non-Voting A.4 Communication of and discussion on the Management No Action remuneration report A.5 Communication of and discussion on the Non-Voting consolidated financial statements A.6.A Discharge from liability to the director: Frank Management No Action Donck A.6.B Discharge from liability to the director: Duco Management No Action Sickinghe A.6.C Discharge from liability to the director: Alex Management No Action Brabers A.6.D Discharge from liability to the director: Andre Management No Action Sarens A.6.E Discharge from liability to the director: De Wilde Management No Action J. Management BVBA (Julien De Wilde) A.6.F Discharge from liability to the director: Friso van Management No Action Oranje-Nassau A.6.G Discharge from liability to the director: Cytifinance Management No Action NV (Michel Delloye) A.6.H Discharge from liability to the director: Cytindus Management No Action NV (Michel Delloye) A.6.I Discharge from liability to the director: Charles Management No Action Bracken A.6.J Discharge from liability to the director: Jim Ryan Management No Action A.6.K Discharge from liability to the director: Ruth Pirie Management No Action A.6.L Discharge from liability to the director: Niall Management No Action Curran A.6.M Discharge from liability to the director: Diederik Management No Action Karsten A.6.N Discharge from liability to the director: Manuel Management No Action Kohnstamm A.6.O Discharge from liability to the director: Balan Nair Management No Action A.6.P Discharge from liability to the director: Angela Management No Action McMullen A.7 Discharge from liability to the statutory auditor Management No Action A.8 Resignation and appointment of directors: Management No Action Appointment, upon recommendation by the board of directors, based on the advice of the remuneration & nomination committee of the board of directors of the company, of Mr. John Porter as director of the company, for a term of 4 years, with immediate effect and until the closing of the annual general shareholders' meeting of 2017 A.9 Remuneration of directors Management No Action A.10 Approvals in relation to future performance share Management No Action plans, stock option plans and warrant plans issued by the board of directors E.1 Amendment to warrants as a result of the Management No Action extraordinary dividend payment
NEWMONT MINING CORPORATION SECURITY 651639106 MEETING TYPE Annual TICKER SYMBOL NEM MEETING DATE 24-Apr-2013 ISIN US6516391066 AGENDA 933744559 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1A. ELECTION OF DIRECTOR: B.R. BROOK Management For For 1B. ELECTION OF DIRECTOR: J.K. BUCKNOR Management For For 1C. ELECTION OF DIRECTOR: V.A. CALARCO Management For For 1D. ELECTION OF DIRECTOR: J.A. CARRABBA Management For For 1E. ELECTION OF DIRECTOR: N. DOYLE Management For For 1F. ELECTION OF DIRECTOR: G.J. GOLDBERG Management For For 1G. ELECTION OF DIRECTOR: V.M. HAGEN Management For For 1H. ELECTION OF DIRECTOR: J. NELSON Management For For 1I. ELECTION OF DIRECTOR: D.C. ROTH Management For For 1J. ELECTION OF DIRECTOR: S.R. THOMPSON Management For For 2. TO RATIFY THE APPOINTMENT OF Management For For PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR 2013. 3. ADVISORY RESOLUTION TO APPROVE Management Abstain Against NAMED EXECUTIVE OFFICER COMPENSATION. 4. APPROVE THE 2013 STOCK INCENTIVE Management For For PLAN. 5. APPROVE THE PERFORMANCE PAY PLAN. Management For For
CITIGROUP INC. SECURITY 172967424 MEETING TYPE Annual TICKER SYMBOL C MEETING DATE 24-Apr-2013 ISIN US1729674242 AGENDA 933746375 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1A. ELECTION OF DIRECTOR: MICHAEL L. Management For For CORBAT 1B. ELECTION OF DIRECTOR: FRANZ B. HUMER Management For For 1C. ELECTION OF DIRECTOR: ROBERT L. JOSS Management For For 1D. ELECTION OF DIRECTOR: MICHAEL E. Management For For O'NEILL 1E. ELECTION OF DIRECTOR: JUDITH RODIN Management For For 1F. ELECTION OF DIRECTOR: ROBERT L. RYAN Management For For 1G. ELECTION OF DIRECTOR: ANTHONY M. Management For For SANTOMERO 1H. ELECTION OF DIRECTOR: JOAN E. SPERO Management For For 1I. ELECTION OF DIRECTOR: DIANA L. TAYLOR Management For For 1J. ELECTION OF DIRECTOR: WILLIAM S. Management For For THOMPSON, JR. 1K. ELECTION OF DIRECTOR: ERNESTO Management For For ZEDILLO PONCE DE LEON 2. PROPOSAL TO RATIFY THE SELECTION OF Management For For KPMG LLP AS CITI'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013. 3. ADVISORY APPROVAL OF CITI'S 2012 Management Abstain Against EXECUTIVE COMPENSATION. 4. AMENDMENT TO THE CITIGROUP 2009 Management For For STOCK INCENTIVE PLAN (RELATING TO DIVIDEND EQUIVALENTS). 5. STOCKHOLDER PROPOSAL REQUESTING Shareholder Against For THAT EXECUTIVES RETAIN A SIGNIFICANT PORTION OF THEIR STOCK UNTIL REACHING NORMAL RETIREMENT AGE. 6. STOCKHOLDER PROPOSAL REQUESTING A Shareholder Against For REPORT ON LOBBYING AND GRASSROOTS LOBBYING CONTRIBUTIONS. 7. STOCKHOLDER PROPOSAL REQUESTING Shareholder Against For THAT THE BOARD INSTITUTE A POLICY TO MAKE IT MORE PRACTICAL TO DENY INDEMNIFICATION FOR DIRECTORS.
METROPCS COMMUNICATIONS, INC. SECURITY 591708102 MEETING TYPE Contested-Special TICKER SYMBOL PCS MEETING DATE 24-Apr-2013 ISIN US5917081029 AGENDA 933748204 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. TO APPROVE THE STOCK ISSUANCE Management For For PROPOSAL 2. TO APPROVE THE RECAPITALIZATION Management For For PROPOSAL 3. TO APPROVE THE DECLASSIFICATION Management For For PROPOSAL 4. TO APPROVE THE DEUTSCHE TELEKOM Management For For DIRECTOR DESIGNATION PROPOSAL 5. TO APPROVE THE DIRECTOR REMOVAL Management For For PROPOSAL 6. TO APPROVE THE DEUTSCHE TELEKOM Management For For APPROVALS PROPOSAL 7. TO APPROVE THE CALLING OF Management For For STOCKHOLDER MEETING PROPOSAL 8. TO APPROVE THE ACTION BY WRITTEN Management For For CONSENT PROPOSAL 9. TO APPROVE THE BYLAW AMENDMENTS Management For For PROPOSAL 10. TO APPROVE THE GOVERNING LAW AND Management For For EXCLUSIVE FORUM PROPOSAL 11. TO APPROVE THE CHANGE IN CONTROL Management Abstain Against PAYMENTS PROPOSAL 12. TO APPROVE THE ADJOURNMENT Management For For PROPOSAL
EATON CORPORATION PLC SECURITY G29183103 MEETING TYPE Annual TICKER SYMBOL ETN MEETING DATE 24-Apr-2013 ISIN IE00B8KQN827 AGENDA 933749143 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1A. ELECTION OF DIRECTOR: GEORGE S. Management For For BARRETT 1B. ELECTION OF DIRECTOR: TODD M. Management For For BLUEDORN 1C. ELECTION OF DIRECTOR: CHRISTOPHER M. Management For For CONNOR 1D. ELECTION OF DIRECTOR: MICHAEL J. Management For For CRITELLI 1E. ELECTION OF DIRECTOR: ALEXANDER M. Management For For CUTLER 1F. ELECTION OF DIRECTOR: CHARLES E. Management For For GOLDEN 1G. ELECTION OF DIRECTOR: LINDA A. HILL Management For For 1H. ELECTION OF DIRECTOR: ARTHUR E. Management For For JOHNSON 1I. ELECTION OF DIRECTOR: NED C. Management For For LAUTENBACH 1J. ELECTION OF DIRECTOR: DEBORAH L. Management For For MCCOY 1K. ELECTION OF DIRECTOR: GREGORY R. Management For For PAGE 1L. ELECTION OF DIRECTOR: GERALD B. SMITH Management For For 2. APPROVING THE APPOINTMENT OF ERNST Management For For & YOUNG LLP AS INDEPENDENT AUDITOR FOR 2013 AND AUTHORIZING THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS TO SET ITS REMUNERATION. 3. APPROVING THE SENIOR EXECUTIVE Management For For INCENTIVE COMPENSATION PLAN. 4. APPROVING THE EXECUTIVE STRATEGIC Management For For INCENTIVE PLAN. 5. ADVISORY APPROVAL OF THE COMPANY'S Management Abstain Against EXECUTIVE COMPENSATION. 6. AUTHORIZING THE COMPANY AND OR ANY Management For For SUBSIDIARY OF THE COMPANY TO MAKE OVERSEAS MARKET PURCHASES OF COMPANY SHARES. 7. AUTHORIZING THE PRICE RANGE AT WHICH Management For For THE COMPANY CAN REISSUE SHARES THAT IT HOLDS AS TREASURY SHARES.
UCB SA, BRUXELLES SECURITY B93562120 MEETING TYPE MIX TICKER SYMBOL MEETING DATE 25-Apr-2013 ISIN BE0003739530 AGENDA 704378935 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- CMMT IMPORTANT MARKET PROCESSING Non-Voting REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF AT-TORNEY (POA) MAY BE REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUC-TIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJE- CTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTA-TIVE CMMT MARKET RULES REQUIRE DISCLOSURE OF Non-Voting BENEFICIAL OWNER INFORMATION FOR ALL VOTED-ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO PROVI-DE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION TO-YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED IN ORDER FOR- YOUR VOTE TO BE LODGED A.1 Report of the Board of Directors Non-Voting A.2 Report of the auditor Non-Voting A.3 Presentation of the consolidated annual accounts Non-Voting of the UCB Group as of 31 Dec-ember 2012 A.4 The Meeting approves the annual accounts of Management No Action UCB SA at 31 December 2012 and the allocation of the profits reflected therein A.5 The Meeting approves the remuneration report Management No Action A.6 The Meeting gives a discharge to the directors for Management No Action the exercise of their mandate during the financial year closed on 31 December 2012 A.7 The Meeting gives a discharge to the auditor for Management No Action the exercise of its mandate during the financial year closed on 31 December 2012 A.8.1 The Meeting reappoints Roch Doliveux as a Management No Action director for a period of four years as provided by the articles of association A.8.2 The Meeting reappoints Albrecht De Graeve as a Management No Action director for a period of four years as provided by the articles of association A.8.3 The Meeting acknowledges the position of Management No Action Albrecht De Graeve as an independent director according to the independence criteria provided by law and by the Board of Directors. Albrecht De Graeve complies with the independency requirements set out in article 526ter of the Belgian Companies' Code A.8.4 The Meeting reappoints Peter Fellner(*) as a Management No Action director for a period of four years as provided by the articles of association A.9 The General Meeting fixes the annual Management No Action emoluments of the Chairman of the Board of Directors at EUR 210,000, of the Vice Chair at EUR 105,000 and of the Directors at EUR 70,000. The Chairman's annual emoluments include his presence fees. The presence fees of the Vice Chair and of the members of the Board of Directors remain unchanged at respectively EUR 1,500 and EUR 1,000 per meeting. The General Meeting fixes the annual additional remuneration of the Chair and members of the Board Committees as follows: EUR 30,000 for the Chair and EUR 20,000 for the members of the Audit Committee,EUR 20,000 for the Chair and EUR 15,000 for the members of the Governance, Nomination and Compensation Committee (GNCC) and EUR 30,000 for the Chair and EUR 20,000 for the members of the Scientific Committee A.10 The Meeting approves the decision of the Board Management No Action of Directors to allocate an estimated number of 315,000 free shares:-of which an estimated number of 105,000 shares to Senior Executives, namely to about 58 individuals, according to allocation criteria of those concerned. The allocations of these free shares will take place on completion of the condition that the interested parties remain employed within the UCB Group for a period of at least 3 years after the grant of awards;-of which an estimated number of 210,000 shares to Senior Executives for the Performance Share Plan, namely to about 58 individuals, according to allocation criteria of those concerned. Pay-out will occur after a three year vesting period and will vary from 0% to 150% of the granted amount depending on the level of achievement of the performance conditions set by the Board of UCB SA at the moment of grant A.11 It is proposed to increase the number of shares Management No Action reserved under the Plan from 500,000 to 1,000,000 in order to enable US UCB employees to continue buying UCB shares with a discount within a tax favorable plan A.12 Pursuant to article 556 of the Companies' Code, Management No Action the Meeting approves: (i) condition 6 (e) (i) of the Terms and Conditions of the EMTN Program (Redemption at the Option of Noteholders-Upon a Change of Control (Change of Control Put)), in respect of any series of notes to which such condition is made applicable being issued under the Program within the 12 months following the 2013 Shareholders Meeting, under which any and all of the holders of the relevant notes can, in certain circumstances when a change of control of UCB SA occurs, require UCB SA as issuer, or UCB SA as guarantor in the case of notes issued by UCB Lux S.A., to redeem that note on the change of control put date at the put redemption amount together, if appropriate, with interest accrued to that change of control put date, following a change of control of UCB SA; (ii) any other provision of the EMTN Program or notes issued under the EMTN Program granting rights to third parties which could affect an obligation on UCB SA where in each case the exercise of these rights is dependent on the occurrence of a change of control; and (iii) condition 6 (e) (i) of the Terms and Conditions of the EMTN Program (Redemption at the Option of Noteholders-Upon a Change of Control (Change of Control Put)), in relation to the EUR 250,000,000 3.75% notes due 2020 issued pursuant to the EMTN Program by the Company on or around 27 March 2013 A.13 Pursuant to article 556 of the Company Code, the Management No Action Meeting approves the provision granting to holders of bonds and/or convertible bonds that the company has issued or may issue on a stand-alone basis, from 1 April 2013 until 31 July 2013, in one or several offerings and tranches, denominated either in EURO or in any other currency, with maturities not exceeding 10 years, (i) the right to obtain the redemption, or the right to require the repurchase, of such bonds and/or convertible bonds at a price not in excess of 100% of the outstanding principal amount plus accrued and unpaid interest, and (ii), in the case of convertible bonds, the right to convert the bonds at a conversion price adjusted downwards in accordance with market standard change of control adjustment provisions, in each case in the event of a take-over bid or a change of control of UCB SA, as would be provided in the terms and conditions relating to such bonds and/or convertible bonds A.14 Pursuant to article 556 of the Companies' Code, Management No Action the Meeting approves the change of control clause in the Finance Contract whereby the loan, together with accrued interest and all other amounts accrued and outstanding thereunder, could in certain circumstances become immediately due and payable-at the discretion of the European Investment Bank-following a change of control of UCB SA, provided that the UCB SA effectively enters into the Finance Contract E.1 Special Report by the Board of Directors on the Non-Voting use and purpose of the authori-zed capital prepared in accordance with article 604 of the Belgian Companies'-Code E.2 Amendment of article 6 of the Articles of Management No Action Association by adding a section 2 to this article. The current sole paragraph will become section 1 of article 6 E.3 Further amendment of article 6 of the Articles of Management No Action Association by adding an additional section 3 to this article E.4 Modification of article 11 a) of the Articles of Management No Action Association by replacing it with the below text, adding a transitional provision E.5 Replacing paragraph 3 until the end of article 12 Management No Action in the Articles of Association by a new wording E.6 Resolution only to be voted in case resolution E.5 Management No Action is not accepted E.7 Adding a paragraph to article 14 of the Articles of Management No Action Association E.8 Modification of the second paragraph of article 19 Management No Action of the Articles of Association E.9 Modification of the second bullet of article 20 of Management No Action the Articles of Association where the Remuneration and Nomination Committee's scope of competences is extended with Governance E.10 Modification of the second paragraph of article 36 Management No Action of the Articles of Association, to align with the current text of the Company Code E.11 Modification of article 37 of the Articles of Management No Action Association E.12 Adding a text to the second paragraph of article Management No Action 38 of the Articles of Association
NORTHWESTERN CORPORATION SECURITY 668074305 MEETING TYPE Annual TICKER SYMBOL NWE MEETING DATE 25-Apr-2013 ISIN US6680743050 AGENDA 933740309 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. DIRECTOR Management 1 STEPHEN P. ADIK For For 2 DOROTHY M. BRADLEY For For 3 E. LINN DRAPER JR. For For 4 DANA J. DYKHOUSE For For 5 JULIA L. JOHNSON For For 6 PHILIP L. MASLOWE For For 7 DENTON LOUIS PEOPLES For For 8 ROBERT C. ROWE For For 2. RATIFY THE APPOINTMENT OF DELOITTE & Management For For TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2013. 3. AN ADVISORY VOTE TO APPROVE NAMED Management Abstain Against EXECUTIVE OFFICER COMPENSATION.
CORNING INCORPORATED SECURITY 219350105 MEETING TYPE Annual TICKER SYMBOL GLW MEETING DATE 25-Apr-2013 ISIN US2193501051 AGENDA 933742911 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1A. ELECTION OF DIRECTOR: JOHN SEELY Management For For BROWN 1B. ELECTION OF DIRECTOR: STEPHANIE A. Management For For BURNS 1C. ELECTION OF DIRECTOR: JOHN A. CANNING, Management For For JR. 1D. ELECTION OF DIRECTOR: RICHARD T. Management For For CLARK 1E. ELECTION OF DIRECTOR: ROBERT F. Management For For CUMMINGS 1F. ELECTION OF DIRECTOR: JAMES B. FLAWS Management For For 1G. ELECTION OF DIRECTOR: KURT M. Management For For LANDGRAF 1H. ELECTION OF DIRECTOR: KEVIN J. MARTIN Management For For 1I. ELECTION OF DIRECTOR: DEBORAH D. Management For For RIEMAN 1J. ELECTION OF DIRECTOR: HANSEL E. Management For For TOOKES II 1K. ELECTION OF DIRECTOR: WENDELL P. Management For For WEEKS 1L. ELECTION OF DIRECTOR: MARK S. Management For For WRIGHTON 2. ADVISORY VOTE TO APPROVE THE Management Abstain Against COMPANY'S EXECUTIVE COMPENSATION. 3. RATIFY THE APPOINTMENT OF Management For For PRICEWATERHOUSECOOPERS LLP AS CORNING'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
WALTER ENERGY, INC. SECURITY 93317Q105 MEETING TYPE Contested-Annual TICKER SYMBOL WLT MEETING DATE 25-Apr-2013 ISIN US93317Q1058 AGENDA 933743735 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1 DIRECTOR Management 1 DAVID R. BEATTY O.B.E. For For 2 MARY R. HENDERSON For For 3 JERRY W. KOLB For For 4 PATRICK A. KRIEGSHAUSER For For 5 JOSEPH B. LEONARD For For 6 GRAHAM MASCALL For For 7 BERNARD G. RETHORE For For 8 WALTER J. SCHELLER, III For For 9 MICHAEL T. TOKARZ For For 10 A. J. WAGNER For For 2 TO APPROVE, IN A NON-BINDING, ADVISORY Management Abstain Against VOTE, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. 3 TO RATIFY THE APPOINTMENT OF ERNST & Management For For YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2013.
DIEBOLD, INCORPORATED SECURITY 253651103 MEETING TYPE Annual TICKER SYMBOL DBD MEETING DATE 25-Apr-2013 ISIN US2536511031 AGENDA 933744814 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. DIRECTOR Management 1 PATRICK W. ALLENDER For For 2 ROBERTO ARTAVIA For For 3 BRUCE L. BYRNES For For 4 PHILLIP R. COX For For 5 RICHARD L. CRANDALL For For 6 GALE S. FITZGERALD For For 7 ROBERT S. PRATHER, JR. For For 8 RAJESH K. SOIN For For 9 HENRY D.G. WALLACE For For 10 ALAN J. WEBER For For 2. TO RATIFY THE APPOINTMENT OF KPMG LLP Management For For AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR 2013. 3. TO APPROVE, ON AN ADVISORY BASIS, Management Abstain Against NAMED EXECUTIVE OFFICER COMPENSATION.
NRG ENERGY, INC. SECURITY 629377508 MEETING TYPE Annual TICKER SYMBOL NRG MEETING DATE 25-Apr-2013 ISIN US6293775085 AGENDA 933746589 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1A ELECTION OF DIRECTOR: KIRBYJON H. Management For For CALDWELL 1B ELECTION OF DIRECTOR: DAVID CRANE Management For For 1C ELECTION OF DIRECTOR: KATHLEEN A. Management For For MCGINTY 1D ELECTION OF DIRECTOR: EVAN J. Management For For SILVERSTEIN 1E ELECTION OF DIRECTOR: THOMAS H. Management For For WEIDEMEYER 2 TO APPROVE, ON AN ADVISORY BASIS, THE Management Abstain Against 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 PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2013.
NYSE EURONEXT SECURITY 629491101 MEETING TYPE Annual TICKER SYMBOL NYX MEETING DATE 25-Apr-2013 ISIN US6294911010 AGENDA 933756718 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1A. ELECTION OF DIRECTOR: ANDRE BERGEN Management For For 1B. ELECTION OF DIRECTOR: ELLYN L. BROWN Management For For 1C. ELECTION OF DIRECTOR: MARSHALL N. Management For For CARTER 1D. ELECTION OF DIRECTOR: DOMINIQUE Management For For CERUTTI 1E. ELECTION OF DIRECTOR: SIR GEORGE COX Management For For 1F. ELECTION OF DIRECTOR: SYLVAIN HEFES Management For For 1G. ELECTION OF DIRECTOR: JAN-MICHIEL Management For For HESSELS 1H. ELECTION OF DIRECTOR: LAWRENCE E. Management For For LEIBOWITZ 1I. ELECTION OF DIRECTOR: DUNCAN M. Management For For MCFARLAND 1J. ELECTION OF DIRECTOR: JAMES J. Management For For MCNULTY 1K. ELECTION OF DIRECTOR: DUNCAN L. Management For For NIEDERAUER 1L. ELECTION OF DIRECTOR: LUIS MARIA VIANA Management For For PALHA DA SILVA 1M. ELECTION OF DIRECTOR: ROBERT G. SCOTT Management For For 1N. ELECTION OF DIRECTOR: JACKSON P. TAI Management For For 1O. ELECTION OF DIRECTOR: RIJNHARD VAN Management For For TETS 1P. ELECTION OF DIRECTOR: SIR BRIAN Management For For WILLIAMSON 2. TO RATIFY THE SELECTION OF Management For For PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT AUDITORS FOR OUR FISCAL YEAR ENDING DECEMBER 31, 2013. 3. ADVISORY VOTE TO APPROVE THE Management Abstain Against COMPANY'S EXECUTIVE COMPENSATION (THE "SAY-ON-PAY" PROPOSAL). 4. TO APPROVE THE AMENDED AND Management For For RESTATED NYSE EURONEXT OMNIBUS INCENTIVE PLAN. 5. TO REAPPROVE THE PERFORMANCE GOALS Management For For UNDER THE NYSE EURONEXT OMNIBUS INCENTIVE PLAN. 6. TO AMEND CERTAIN PROVISIONS IN OUR Management For For CHARTER TO ALLOW STOCKHOLDERS TO CALL SPECIAL MEETINGS. 7. TO AMEND CERTAIN PROVISIONS IN OUR Management For For CHARTER TO ALLOW STOCKHOLDERS TO ACT BY WRITTEN CONSENT.
ATLAS ENERGY L P SECURITY 04930A104 MEETING TYPE Annual TICKER SYMBOL ATLS MEETING DATE 25-Apr-2013 ISIN US04930A1043 AGENDA 933763927 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. DIRECTOR Management 1 CARLTON M. ARRENDELL For For 2 MARK C. BIDERMAN For For 3 JONATHAN Z. COHEN For For 2. APPROVAL OF THE COMPENSATION OF OUR Management Abstain Against NAMED EXECUTIVE OFFICERS AS DISCLOSED PURSUANT TO THE COMPENSATION DISCLOSURE RULES OF THE SEC, INCLUDING THE COMPENSATION DISCUSSION AND ANALYSIS, COMPENSATION TABLES AND NARRATIVE DISCUSSION. 3. RATIFICATION OF THE SELECTION OF Management For For GRANT THORNTON LLP AS THE PARTNERSHIP'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM TO CONDUCT THE ANNUAL AUDIT OF THE FINANCIAL STATEMENTS FOR THE FISCAL YEAR 2013.
AMERISTAR CASINOS, INC. SECURITY 03070Q101 MEETING TYPE Special TICKER SYMBOL ASCA MEETING DATE 25-Apr-2013 ISIN US03070Q1013 AGENDA 933764347 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. PROPOSAL TO APPROVE THE AGREEMENT Management For For AND PLAN OF MERGER, DATED AS OF DECEMBER 20, 2012, AS AMENDED BY A FIRST AND SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER ("MERGER AGREEMENT"), BY AND AMONG PINNACLE ENTERTAINMENT, INC., PNK HOLDINGS, INC., PNK DEVELOPMENT 32, INC., AND AMERISTAR CASINOS, INC. 2. PROPOSAL TO CONSIDER AND VOTE ON A Management Abstain Against NONBINDING, ADVISORY PROPOSAL TO APPROVE THE COMPENSATION THAT MAY BECOME PAYABLE TO THE COMPANY'S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE COMPLETION OF THE MERGER. 3. PROPOSAL TO APPROVE THE Management For For ADJOURNMENT OR POSTPONEMENT OF THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, FOR, AMONG OTHER REASONS, THE SOLICITATION OF ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE THE MERGER AGREEMENT.
K-SWISS INC. SECURITY 482686102 MEETING TYPE Special TICKER SYMBOL KSWS MEETING DATE 26-Apr-2013 ISIN US4826861027 AGENDA 933752974 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. TO ADOPT AND APPROVE THE AGREEMENT Management For For AND PLAN OF MERGER, DATED AS OF JANUARY 16, 2013, AS IT MAY BE AMENDED FROM TIME TO TIME, AMONG E-LAND WORLD LIMITED, IAN ACQUISITION SUB, INC., AND K-SWISS INC., ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. 2. TO APPROVE, ON A NON-BINDING ADVISORY Management Abstain Against BASIS, CERTAIN COMPENSATION ARRANGEMENTS FOR K-SWISS INC.'S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER CONTEMPLATED BY THE AGREEMENT AND PLAN OF MERGER. 3. TO APPROVE THE ADJOURNMENT OR Management For For POSTPONEMENT OF THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO ADOPT AND APPROVE THE AGREEMENT AND PLAN OF MERGER OR IF A QUORUM IS NOT PRESENT AT THE SPECIAL MEETING.
MYREXIS, INC. SECURITY 62856H107 MEETING TYPE Annual TICKER SYMBOL MYRX MEETING DATE 26-Apr-2013 ISIN US62856H1077 AGENDA 933759079 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. DIRECTOR Management 1 STEVEN D. SCHEIWE* For For 2 JONATHAN M. COUCHMAN$ For For 3 MICHAEL C. PEARCE# For For 2. TO APPROVE AN AMENDMENT TO THE Management Against Against COMPANY'S CERTIFICATE OF INCORPORATION TO RESTRICT CERTAIN TRANSFERS OF COMMON STOCK IN ORDER TO PRESERVE THE TAX TREATMENT OF THE COMPANY'S NET OPERATING LOSSES AND OTHER TAX BENEFITS. 3. TO RATIFY THE APPOINTMENT OF EISNERAMPER LLP AS THE COMPANY'S Management For For INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JUNE 30, 2013. 4. TO CONSIDER AN ADVISORY VOTE ON THE Management For For COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THE PROXY STATEMENT.
MYERS INDUSTRIES, INC. SECURITY 628464109 MEETING TYPE Contested-Annual TICKER SYMBOL MYE MEETING DATE 26-Apr-2013 ISIN US6284641098 AGENDA 933793235 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. DIRECTOR Management 1 VINCENT C. BYRD For For 2 SARAH R. COFFIN For For 3 JOHN B. CROWE For For 4 WILLIAM A. FOLEY For For 5 ROBERT B. HEISLER, JR. For For 6 RICHARD P. JOHNSTON For For 7 EDWARD W. KISSEL For For 8 JOHN C. ORR For For 9 ROBERT A. STEFANKO For For 10 DANIEL R. LEE 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 2013. 3. TO CAST A NON-BINDING ADVISORY VOTE Management Abstain Against TO APPROVE EXECUTIVE COMPENSATION. 4. TO APPROVE THE ADOPTION OF THE Management Against Against PERFORMANCE BONUS PLAN OF MYERS INDUSTRIES, INC.
HOGANAS AB, HOGANAS SECURITY W4175J146 MEETING TYPE Annual General Meeting TICKER SYMBOL MEETING DATE 29-Apr-2013 ISIN SE0000232175 AGENDA 704351321 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- CMMT PLEASE NOTE THAT THIS IS AN Non-Voting AMENDMENT TO MEETING ID 151802 DUE TO CHANGE IN VO-TING STATUS. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AN-D YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. CMMT IMPORTANT MARKET PROCESSING Non-Voting REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF AT-TORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION-S IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED-. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE CMMT MARKET RULES REQUIRE DISCLOSURE OF Non-Voting BENEFICIAL OWNER INFORMATION FOR ALL VOTED-ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO PROVI-DE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION TO-YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED IN ORDER FOR- YOUR VOTE TO BE LODGED CMMT PLEASE NOTE THAT NOT ALL SUB Non-Voting CUSTODIANS IN SWEDEN ACCEPT ABSTAIN AS A VALID VO-TE OPTION. THANK YOU 1 Opening the AGM and election of the Chairman Non-Voting of the AGM : Attorney Ragnar Lind-qvist 2 Preparing and approving the Voting List Non-Voting 3 Approval of the agenda Non-Voting 4 Appointment of two people to verify the minutes Non-Voting 5 Consideration of whether the AGM has been duly Non-Voting convened 6 Submission of the Annual Report and Audit Non-Voting Report, and the Consolidated Financial Statements and Consolidated Audit Report, including statements from the Chi-ef Executive Officer and a statement on the activities of the Board and the Bo-ard's Committees 7A Resolution on: Adoption of the Income Statement Management For For and Balance Sheet and the Consolidated Income Statement and Consolidated Balance Sheet 7B Resolution on: Appropriation of the company's Management For For profits pursuant to the adopted Balance Sheet and the record date for dividend distribution: The Board of Directors proposes a dividend of SEK 10 per share for the financial year 2012, with Friday 3 May 2013 as the record date. If the AGM resolves pursuant to the proposal, dividends will be scheduled for disbursement from Euroclear Sweden AB on Wednesday 8 May 2013 7C Resolution on: Discharge of the Board members Management For For and Chief Executive Officer from liability 8 Establishment of the number of Board members: Management For For The number of Board members will be seven, with no deputies 9 Establishment of Directors' fees Management For For 10 Re-election of the following Board members Management For For Anders G Carlberg, Alrik Danielson, Peter Gossas, Urban Jansson, Jenny Linden Urnes, Bjorn Rosengren and Erik Urnes; Re-election of Anders G Carlberg as Chairman of the Board 11 Establishment of the number of auditors Management For For 12 Establishment of auditors' fees Management For For 13 Re-election of the registered auditing company Management For For KPMG AB as auditors for the period until the end of the Annual General Meeting 2014 14 Proposal regarding the Election Committee Management For For 15 Proposal regarding the guidelines for Management For For remunerating the corporate Management 16 Proposal regarding transfer of class B treasury Management For For shares due to the employee stock option plan 2009 17 Closing of the AGM Non-Voting
AMIL PARTICIPACOES SA SECURITY P0R997100 MEETING TYPE Annual General Meeting TICKER SYMBOL MEETING DATE 29-Apr-2013 ISIN BRAMILACNOR0 AGENDA 704373480 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- CMMT IMPORTANT MARKET PROCESSING Non-Voting REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF-ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING-INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO-BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE-REPRESENTATIVE CMMT PLEASE NOTE THAT SHAREHOLDERS Non-Voting SUBMITTING A VOTE TO ELECT A MEMBER MUST-INCLUDE THE NAME OF THE CANDIDATE TO BE ELECTED. IF INSTRUCTIONS TO VOTE ON-THIS ITEM IS RECEIVED WITHOUT A CANDIDATE'S NAME, YOUR VOTE WILL BE PROCESSED-IN FAVOR OR AGAINST OF THE DEFAULT COMPANY'S CANDIDATE. THANK YOU CMMT PLEASE NOTE THAT VOTES 'IN FAVOR' AND Non-Voting 'AGAINST' IN THE SAME AGENDA ITEM ARE- NOT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN-ARE ALLOWED. THANK YOU I To examine, discuss and vote upon the board of Management For For directors annual report, the financial statements and independent auditors report relating to fiscal year ending December 31, 2012 II Decide on proposal of allocation of the results Management For For related to the fiscal year ended on December 31, 2012 III To elect the members of the board of directors Management For For IV To set the global remuneration of the company Management For For directors for the 2013
FORTUNE BRANDS HOME & SECURITY, INC. SECURITY 34964C106 MEETING TYPE Annual TICKER SYMBOL FBHS MEETING DATE 29-Apr-2013 ISIN US34964C1062 AGENDA 933742997 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1A. ELECTION OF CLASS II DIRECTOR: RICHARD Management For For A. GOLDSTEIN 1B. ELECTION OF CLASS II DIRECTOR: Management For For CHRISTOPHER J. KLEIN 2 RATIFICATION OF THE APPOINTMENT OF Management For For PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013. 3 ADVISORY VOTE TO APPROVE NAMED Management Abstain Against EXECUTIVE OFFICER COMPENSATION. 4 APPROVAL OF THE FORTUNE BRANDS Management Against Against HOME & SECURITY, INC. 2013 LONG-TERM INCENTIVE PLAN. 5 APPROVAL OF THE FORTUNE BRANDS Management For For HOME & SECURITY, INC. ANNUAL EXECUTIVE INCENTIVE COMPENSATION PLAN.
VIVENDI SA, PARIS SECURITY F97982106 MEETING TYPE MIX TICKER SYMBOL MEETING DATE 30-Apr-2013 ISIN FR0000127771 AGENDA 704300209 - 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/2013/0304/201303041300558. pdf .PLEASE NOTE THAT THIS IS A REVISION DUE TO ADDITION OF URL LINK: https://balo.journal- officiel.gouv.fr/pdf/2013/0329/201303291301038.pdf. 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. O.1 Approval of the reports and annual corporate Management For For financial statements for the financial year 2012 O.2 Approval of the reports and consolidated financial Management For For statements for the financial year 2012 O.3 Approval of the Statutory Auditors' special report Management For For on the regulated agreements and commitments O.4 Allocation of income for the financial year 2012, Management For For setting the dividend and the date of payment O.5 Approval of the Statutory Auditors' special report Management For For prepared pursuant to Article L.225-88 of the Commercial Code regarding the conditional commitment in favor of Mr. Philippe Capron as Executive Board member O.6 Appointment of Mr. Vincent Bollore as Management For For Supervisory Board member O.7 Appointment of Mr. Pascal Cagni as Supervisory Management For For Board member O.8 Appointment of Mrs. Yseulys Costes as Management For For Supervisory Board member O.9 Appointment of Mr. Alexandre de Juniac as Management For For Supervisory Board member O.10 Appointment of Mrs. Nathalie Bricault Management For For representing employee shareholders, as Supervisory Board member O.11 Authorization granted to the Executive Board to Management For For allow the Company to purchase its own shares E.12 Authorization to be granted to the Executive Management For For Board to reduce share capital by cancellation of shares E.13 Delegation granted to the Executive Board to Management For For increase capital by issuing ordinary shares or any securities giving access to capital with shareholders' preferential subscription rights E.14 Delegation granted to the Executive Board to Management For For increase capital without shareholders' preferential subscription rights and within the limit of 10% of capital and within the overall ceiling provided in the thirteenth resolution, in consideration for in- kind contributions of equity securities or securities giving access to capital of third party companies outside of a public exchange offer E.15 Delegation granted to the Executive Board to Management For For increase capital by incorporation of reserves, profits, premiums or other amounts E.16 Delegation granted to the Executive Board to Management For For decide to increase share capital in favor of employees and retired employees who are members of the Company Savings Plan without shareholders' preferential subscription rights E.17 Delegation granted to the Executive Board to Management For For decide to increase share capital in favor of employees of Vivendi foreign subsidiaries who are members of the Group Savings Plan and to implement any similar plan without shareholders' preferential subscription rights E.18 Powers to carry out all legal formalities Management For For
SGL CARBON SE, WIESBADEN SECURITY D6949M108 MEETING TYPE Annual General Meeting TICKER SYMBOL MEETING DATE 30-Apr-2013 ISIN DE0007235301 AGENDA 704342651 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- ACCORDING TO GERMAN LAW, IN CASE OF Non-Voting SPECIFIC CONFLICTS OF INTEREST IN CONNECTI-ON 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 09 APR 2013, WHEREAS 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 15.04.2013. FURTHER INFORMATION ON CO-UNTER 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 ITE-MS, 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 SGL Carbon SE and t-he approved consolidated financial statements for the year ended December 31,-2012, the consolidated management report of SGL Carbon SE and the Group for fiscal year 2012, the report of the Supervisory Board, the report of the Executive Committee pursuant to sections 289 (4) and 315 (4) of the German Commercial-Code (Handelsgesetzbuch - HGB) as well as the proposal by the Executive Commi-ttee on the appropriation of net profit 2. Resolution on the appropriation of net profit for Management No Action fiscal year 2012 3. Resolution approving the actions of the Executive Management No Action Committee during fiscal year 2012 4. Resolution approving the actions of the Management No Action Supervisory Board during fiscal year 2012 5. Appointment of the Auditors and Group Auditors Management No Action for fiscal year 2013: Ernst + Young GmbH, Stuttgart 6.a.1 Election to the Supervisory Board: Dr. Christine Management No Action Bortenlaenger 6.a.2 Election to the Supervisory Board: Dr. Daniel Management No Action Camus 6.a.3 Election to the Supervisory Board: Dr.-Ing. Management No Action Hubert Lienhard 6.a.4 Election to the Supervisory Board: Andrew H. Management No Action Simon OBE MBA 6.b.1 Election to the Supervisory Board: Ana Cristina Management No Action Ferreira Cruz 6.b.2 Election to the Supervisory Board: Michael Management No Action Leppek 6.b.3 Election to the Supervisory Board: Helmut Jodl Management No Action 6.b.4 Election to the Supervisory Board: Marcin Management No Action Rzeminski 6.b.5 Election to the Supervisory Board: Markus Management No Action Stettberger 6.b.6 Election to the Supervisory Board: Hans-Werner Management No Action Zorn 6.c.1 Election to the Supervisory Board: Amilcar Management No Action Raimundo 6.c.2 Election to the Supervisory Board: Jurgen Glaser Management No Action 6.c.3 Election to the Supervisory Board: Birgit Burkert Management No Action 6.c.4 Election to the Supervisory Board: Izabela Urbas- Management No Action Mokrzycka 6.c.5 Election to the Supervisory Board: Josef Jung Management No Action 6.c.6 Election to the Supervisory Board: Dieter Management No Action Zullighofen 7. Resolution for the Adjustment of the Management No Action Compensation of the Supervisory Board and for an Amendment of the Articles of Association
DRAGON OIL PLC SECURITY G2828W132 MEETING TYPE Annual General Meeting TICKER SYMBOL MEETING DATE 30-Apr-2013 ISIN IE0000590798 AGENDA 704374379 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1 To receive the Financial Statements for the year Management For For ended 31 December 2012 2 To declare a dividend Management For For 3.a To re-elect Mohammed Al Ghurair as a Director Management For For 3.b To re-elect Abdul Jaleel Al Khalifa as a Director Management For For 3.c To re-elect Ahmad Sharaf as a Director Management For For 3.d To re-elect Ahmad Al Muhairbi as a director Management For For 3.e To re-elect Saeed Al Mazrooei as a Director Management For For 3.f To re-elect Thor Haugnaess as a director Management For For 4 To receive the Directors' Remuneration Report Management For For for the year ended 31 December 2012 5 To authorise the Directors to fix the Auditors' Management For For remuneration 6 To authorise general meetings outside the Management For For Republic of Ireland 7 To authorise the calling of general meetings on Management For For 14 days' notice 8 To authorise the Directors to allot relevant Management For For securities 9 To disapply statutory pre-emption rights Management Against Against 10 To authorise the repurchase of the Company's Management For For shares and re-issue of treasury shares
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
INTERNATIONAL FLAVORS & FRAGRANCES INC. SECURITY 459506101 MEETING TYPE Annual TICKER SYMBOL IFF MEETING DATE 30-Apr-2013 ISIN US4595061015 AGENDA 933751655 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1A. ELECTION OF DIRECTOR: MARCELLO V. Management For For BOTTOLI 1B. ELECTION OF DIRECTOR: LINDA B. BUCK Management For For 1C. ELECTION OF DIRECTOR: J. MICHAEL COOK Management For For 1D. ELECTION OF DIRECTOR: ROGER W. Management For For FERGUSON, JR. 1E. ELECTION OF DIRECTOR: ANDREAS FIBIG Management For For 1F. ELECTION OF DIRECTOR: CHRISTINA GOLD Management For For 1G. ELECTION OF DIRECTOR: ALEXANDRA A. Management For For HERZAN 1H. ELECTION OF DIRECTOR: HENRY W. Management For For HOWELL, JR. 1I. ELECTION OF DIRECTOR: KATHERINE M. Management For For HUDSON 1J. ELECTION OF DIRECTOR: ARTHUR C. Management For For MARTINEZ 1K. ELECTION OF DIRECTOR: DALE F. Management For For MORRISON 1L. ELECTION OF DIRECTOR: DOUGLAS D. Management For For TOUGH 2. TO RATIFY SELECTION OF Management For For PRICEWATERHOUSECOOPERS LLP AS COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013. 3. ADVISORY VOTE TO APPROVE THE Management Abstain Against COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS IN 2012.
MEAD JOHNSON NUTRITION COMPANY SECURITY 582839106 MEETING TYPE Annual TICKER SYMBOL MJN MEETING DATE 30-Apr-2013 ISIN US5828391061 AGENDA 933755362 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1A. ELECTION OF DIRECTOR: STEVEN M. Management For For ALTSCHULER, M.D. 1B. ELECTION OF DIRECTOR: HOWARD B. BERNICK Management For For 1C. ELECTION OF DIRECTOR: KIMBERLY A. Management For For CASIANO 1D. ELECTION OF DIRECTOR: ANNA C. Management For For CATALANO 1E. ELECTION OF DIRECTOR: CELESTE A. Management For For CLARK, PH.D. 1F. ELECTION OF DIRECTOR: JAMES M. Management For For CORNELIUS 1G. ELECTION OF DIRECTOR: STEPHEN W. Management For For GOLSBY 1H. ELECTION OF DIRECTOR: PETER KASPER Management For For JAKOBSEN 1I. ELECTION OF DIRECTOR: PETER G. Management For For RATCLIFFE 1J. ELECTION OF DIRECTOR: ELLIOTT SIGAL, Management For For M.D., PH.D. 1K. ELECTION OF DIRECTOR: ROBERT S. Management For For SINGER 2. ADVISORY APPROVAL OF NAMED Management Abstain Against EXECUTIVE OFFICER COMPENSATION 3. THE RATIFICATION OF THE APPOINTMENT Management For For OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013
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.
COPANO ENERGY, L.L.C. SECURITY 217202100 MEETING TYPE Special TICKER SYMBOL CPNO MEETING DATE 30-Apr-2013 ISIN US2172021006 AGENDA 933767925 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1 TO ADOPT THE AGREEMENT AND PLAN OF Management For For MERGER, DATED AS OF JANUARY 29, 2013 (AS IT MAY BE AMENDED FROM TIME TO TIME) BY AND AMONG COPANO ENERGY, L.L.C. (THE "COMPANY"), KINDER MORGAN ENERGY PARTNERS, L.P., KINDER MORGAN G.P., INC. AND JAVELINA MERGER SUB LLC, A WHOLLY-OWNED SUBSIDIARY OF KINDER MORGAN ENERGY PARTNERS, L.P. (THE "MERGER AGREEMENT"). 2 TO APPROVE THE ADJOURNMENT OF THE Management For For COMPANY'S SPECIAL MEETING, IF NECESSARY TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES TO ADOPT THE MERGER AGREEMENT AT THE TIME OF THE SPECIAL MEETING. 3 TO APPROVE, ON AN ADVISORY (NON- Management Abstain Against BINDING) BASIS, THE RELATED COMPENSATION PAYMENTS THAT WILL OR MAY BE PAID BY THE COMPANY TO ITS NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER.
DUKE ENERGY CORPORATION SECURITY 26441C204 MEETING TYPE Annual TICKER SYMBOL DUK MEETING DATE 02-May-2013 ISIN US26441C2044 AGENDA 933746705 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. DIRECTOR Management 1 WILLIAM BARNET, III For For 2 G. ALEX BERNHARDT, SR. For For 3 MICHAEL G. BROWNING For For 4 HARRIS E. DELOACH, JR. For For 5 DANIEL R. DIMICCO For For 6 JOHN H. FORSGREN For For 7 ANN M. GRAY For For 8 JAMES H. HANCE, JR. For For 9 JOHN T. HERRON For For 10 JAMES B. HYLER, JR. For For 11 E. MARIE MCKEE For For 12 E. JAMES REINSCH For For 13 JAMES T. RHODES For For 14 JAMES E. ROGERS For For 15 CARLOS A. SALADRIGAS For For 16 PHILIP R. SHARP For For 2. RATIFICATION OF DELOITTE & TOUCHE LLP Management For For AS DUKE ENERGY CORPORATION'S INDEPENDENT PUBLIC ACCOUNTANT FOR 2013 3. ADVISORY VOTE TO APPROVE NAMED Management Abstain Against EXECUTIVE OFFICER COMPENSATION 4. APPROVAL OF THE AMENDED DUKE Management For For ENERGY CORPORATION EXECUTIVE SHORT-TERM INCENTIVE PLAN 5. SHAREHOLDER PROPOSAL REGARDING Shareholder Against For SHAREHOLDER ACTION BY WRITTEN CONSENT 6. SHAREHOLDER PROPOSAL REGARDING AN Shareholder Against For AMENDMENT TO OUR ORGANIZATIONAL DOCUMENTS TO REQUIRE MAJORITY VOTING FOR THE ELECTION OF DIRECTORS
VERIZON COMMUNICATIONS INC. SECURITY 92343V104 MEETING TYPE Annual TICKER SYMBOL VZ MEETING DATE 02-May-2013 ISIN US92343V1044 AGENDA 933747872 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1A ELECTION OF DIRECTOR: RICHARD L. Management For For CARRION 1B ELECTION OF DIRECTOR: MELANIE L. Management For For HEALEY 1C ELECTION OF DIRECTOR: M. FRANCES Management For For KEETH 1D ELECTION OF DIRECTOR: ROBERT W. LANE Management For For 1E ELECTION OF DIRECTOR: LOWELL C. Management For For MCADAM 1F ELECTION OF DIRECTOR: SANDRA O. Management For For MOOSE 1G ELECTION OF DIRECTOR: JOSEPH Management For For NEUBAUER 1H ELECTION OF DIRECTOR: DONALD T. Management For For NICOLAISEN 1I ELECTION OF DIRECTOR: CLARENCE OTIS, Management For For JR. 1J ELECTION OF DIRECTOR: HUGH B. PRICE Management For For 1K ELECTION OF DIRECTOR: RODNEY E. Management For For SLATER 1L ELECTION OF DIRECTOR: KATHRYN A. Management For For TESIJA 1M ELECTION OF DIRECTOR: GREGORY D. Management For For WASSON 02 RATIFICATION OF APPOINTMENT OF Management For For INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 03 ADVISORY VOTE TO APPROVE EXECUTIVE Management Abstain Against COMPENSATION 04 APPROVAL OF LONG-TERM INCENTIVE PLAN Management For For 05 NETWORK NEUTRALITY Shareholder Against For 06 LOBBYING ACTIVITIES Shareholder Against For 07 PROXY ACCESS BYLAWS Shareholder Against For 08 SEVERANCE APPROVAL POLICY Shareholder Against For 09 SHAREHOLDER RIGHT TO CALL A SPECIAL Shareholder Against For MEETING 10 SHAREHOLDER RIGHT TO ACT BY WRITTEN Shareholder Against For CONSENT
DIRECTV SECURITY 25490A309 MEETING TYPE Annual TICKER SYMBOL DTV MEETING DATE 02-May-2013 ISIN US25490A3095 AGENDA 933751910 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1A. ELECTION OF DIRECTOR: NEIL AUSTRIAN Management For For 1B. ELECTION OF DIRECTOR: RALPH BOYD, JR. Management For For 1C. ELECTION OF DIRECTOR: ABELARDO BRU Management For For 1D. ELECTION OF DIRECTOR: DAVID DILLON Management For For 1E. ELECTION OF DIRECTOR: SAMUEL DIPIAZZA, JR. Management For For 1F. ELECTION OF DIRECTOR: DIXON DOLL Management For For 1G. ELECTION OF DIRECTOR: CHARLES LEE Management For For 1H. ELECTION OF DIRECTOR: PETER LUND Management For For 1I. ELECTION OF DIRECTOR: NANCY NEWCOMB Management For For 1J. ELECTION OF DIRECTOR: LORRIE NORRINGTON Management For For 1K. ELECTION OF DIRECTOR: MICHAEL WHITE Management For For 2. TO RATIFY THE APPOINTMENT OF DELOITTE Management For For & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR DIRECTV FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013. 3. AN ADVISORY VOTE TO APPROVE Management Abstain Against COMPENSATION OF OUR NAMED EXECUTIVES. 4. SHAREHOLDER PROPOSAL TO PROHIBIT Shareholder Against For ACCELERATED VESTING OF EQUITY AWARDS UPON A CHANGE IN CONTROL. 5. SHAREHOLDER PROPOSAL TO REQUIRE Shareholder Against For THAT AN INDEPENDENT BOARD MEMBER BE THE CHAIRMAN OF THE COMPANY. 6. SHAREHOLDER PROPOSAL TO GRANT A Shareholder Against For RIGHT TO SHAREHOLDERS TO ACT BY WRITTEN CONSENT.
ALLEGHENY TECHNOLOGIES INCORPORATED SECURITY 01741R102 MEETING TYPE Annual TICKER SYMBOL ATI MEETING DATE 02-May-2013 ISIN US01741R1023 AGENDA 933757114 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. DIRECTOR Management 1 RICHARD J. HARSHMAN For For 2 CAROLYN CORVI For For 3 BARBARA S. JEREMIAH For For 4 JOHN D. TURNER For For 2. ADVISORY VOTE TO APPROVE THE Management Abstain Against COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. 3. RATIFICATION OF THE SELECTION OF Management For For ERNST & YOUNG LLP AS INDEPENDENT AUDITORS FOR 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.
LAIRD PLC, LONDON SECURITY G53508175 MEETING TYPE Annual General Meeting TICKER SYMBOL MEETING DATE 03-May-2013 ISIN GB00B1VNST91 AGENDA 704344782 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1 To receive and adopt the Report of the Directors Management For For and Accounts for the year ended 31 December 2012 2 To approve the Directors' Remuneration Report Management For For 3 To declare a final dividend Management For For 4 To re-elect Mr Nigel Keen as a director Management For For 5 To re-elect Mr D C Lockwood as a director Management For For 6 To re-elect Mr J C Silver as a director Management For For 7 To re-elect Ms P Bell as a director Management For For 8 To re-elect Sir Christopher Hum as a director Management For For 9 To re-elect Professor M J Kelly as a director Management For For 10 To re-elect Mr A J Reading as a director Management For For 11 To re-appoint Ernst & Young LLP as Auditor and authorise the Board to fix their remuneration Management For For 12 To approve the new Share Plan Management For For 13 To give the Directors authority to allot shares Management For For 14 To disapply pre-emption rights Management Against Against 15 To authorise the Company to make market Management For For purchases of its own ordinary shares 16 To approve the notice period for extraordinary Management For For general meetings
ALCOA INC. SECURITY 013817101 MEETING TYPE Annual TICKER SYMBOL AA MEETING DATE 03-May-2013 ISIN US0138171014 AGENDA 933751643 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1.1 ELECTION OF DIRECTOR: ARTHUR D. Management For For COLLINS, JR. 1.2 ELECTION OF DIRECTOR: MICHAEL G. Management For For MORRIS 1.3 ELECTION OF DIRECTOR: E. STANLEY Management For For O'NEAL 2. RATIFY THE APPOINTMENT OF Management For For PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013 3. ADVISORY VOTE TO APPROVE EXECUTIVE Management Abstain Against COMPENSATION 4. APPROVE THE 2013 ALCOA STOCK Management Against Against INCENTIVE PLAN 5. APPROVE AMENDMENTS TO THE ARTICLES Management For For OF INCORPORATION AND BY-LAWS TO PERMIT THE CALLING OF SPECIAL MEETINGS, INCLUDING BY SHAREHOLDERS OF 25% OF THE COMPANY'S OUTSTANDING COMMON STOCK
CINCINNATI BELL INC. SECURITY 171871403 MEETING TYPE Annual TICKER SYMBOL CBBPRB MEETING DATE 03-May-2013 ISIN US1718714033 AGENDA 933752479 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1A. ELECTION OF DIRECTOR: PHILLIP R. COX Management For For 1B. ELECTION OF DIRECTOR: BRUCE L. BYRNES Management For For 1C. ELECTION OF DIRECTOR: JOHN F. CASSIDY Management For For 1D. ELECTION OF DIRECTOR: JAKKI L. Management For For HAUSSLER 1E. ELECTION OF DIRECTOR: CRAIG F. MAIER Management For For 1F. ELECTION OF DIRECTOR: ALAN R. Management For For SCHRIBER 1G. ELECTION OF DIRECTOR: LYNN A. Management For For WENTWORTH 1H. ELECTION OF DIRECTOR: JOHN M. ZRNO Management For For 1I. ELECTION OF DIRECTOR: THEODORE H. Management For For TORBECK 2. TO APPROVE, BY NON-BINDING VOTE, Management For For EXECUTIVE COMPENSATION. 3. RATIFY THE APPOINTMENT OF DELOITTE & Management For For TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2013.
OCCIDENTAL PETROLEUM CORPORATION SECURITY 674599105 MEETING TYPE Annual TICKER SYMBOL OXY MEETING DATE 03-May-2013 ISIN US6745991058 AGENDA 933771063 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1A. ELECTION OF DIRECTOR: SPENCER Management For For ABRAHAM 1B. ELECTION OF DIRECTOR: HOWARD I. Management For For ATKINS 1C. ELECTION OF DIRECTOR: STEPHEN I. Management For For CHAZEN 1D. ELECTION OF DIRECTOR: EDWARD P. Management For For DJEREJIAN 1E. ELECTION OF DIRECTOR: JOHN E. FEICK Management For For 1F. ELECTION OF DIRECTOR: MARGARET M. Management For For FORAN 1G. ELECTION OF DIRECTOR: CARLOS M. Management For For GUTIERREZ 1H. ELECTION OF DIRECTOR: RAY R. IRANI Management For For 1I. ELECTION OF DIRECTOR: AVEDICK B. Management For For POLADIAN 1J. ELECTION OF DIRECTOR: AZIZ D. SYRIANI Management For For 2. ADVISORY VOTE APPROVING EXECUTIVE Management Abstain Against COMPENSATION 3. RATIFICATION OF SELECTION OF KPMG LLP Management For For AS INDEPENDENT AUDITORS 4. STOCKHOLDER RIGHT TO ACT BY WRITTEN Shareholder Against For CONSENT
ECO BUSINESS-IMMOBILIEN AG, WIEN SECURITY A19521102 MEETING TYPE Ordinary General Meeting TICKER SYMBOL MEETING DATE 07-May-2013 ISIN AT0000617907 AGENDA 704415783 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1 Presentation of annual reports Management For For 2 Discharge of BoD Management For For 3 Discharge of supervisory board Management For For 4 Election of external auditor Management For For 5 Issuance of conv. bonds Management For For 6 Capital increase Management For For 7 Conditional capital increase Management For For 8 Amendment of articles Management For For
ARGO GROUP INTERNATIONAL HOLDINGS, LTD. SECURITY G0464B107 MEETING TYPE Annual TICKER SYMBOL AGII MEETING DATE 07-May-2013 ISIN BMG0464B1072 AGENDA 933747238 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1.1 ELECTION OF DIRECTOR: F. SEDGWICK Management For For BROWNE 1.2 ELECTION OF DIRECTOR: HECTOR DE LEON Management For For 1.3 ELECTION OF DIRECTOR: KATHLEEN A. Management For For NEALON 1.4 ELECTION OF DIRECTOR: JOHN H. TONELLI Management For For 2 TO VOTE ON A PROPOSAL TO APPROVE, ON Management Abstain Against AN ADVISORY, NON-BINDING BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 TO CONSIDER AND APPROVE THE Management For For RECOMMENDATION OF THE AUDIT COMMITTEE OF OUR BOARD OF DIRECTORS THAT ERNST & YOUNG LLP BE APPOINTED AS OUR INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013 AND TO REFER THE DETERMINATION OF THE INDEPENDENT AUDITORS REMUNERATION TO THE AUDIT COMMITTEE OF OUR BOARD OF DIRECTORS.
ITT CORPORATION SECURITY 450911201 MEETING TYPE Annual TICKER SYMBOL ITT MEETING DATE 07-May-2013 ISIN US4509112011 AGENDA 933758293 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1A. ELECTION OF DIRECTOR: DENISE L. RAMOS Management For For 1B. ELECTION OF DIRECTOR: FRANK T. Management For For MACINNIS 1C. ELECTION OF DIRECTOR: ORLANDO D. Management For For ASHFORD 1D. ELECTION OF DIRECTOR: PETER D'ALOIA Management For For 1E. ELECTION OF DIRECTOR: DONALD Management For For DEFOSSET, JR. 1F. ELECTION OF DIRECTOR: CHRISTINA A. Management For For GOLD 1G. ELECTION OF DIRECTOR: RICHARD P. LAVIN Management For For 1H. ELECTION OF DIRECTOR: DONALD J. Management For For STEBBINS 2. RATIFICATION OF THE APPOINTMENT OF Management For For DELOITTE & TOUCHE LLP AS ITT'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013. 3. APPROVAL OF THE MATERIAL TERMS OF Management For For THE ITT CORPORATION ANNUAL INCENTIVE PLAN FOR EXECUTIVE OFFICERS. 4. TO APPROVE, IN A NON-BINDING VOTE, THE Management Abstain Against 2012 COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.
XYLEM INC. SECURITY 98419M100 MEETING TYPE Annual TICKER SYMBOL XYL MEETING DATE 07-May-2013 ISIN US98419M1009 AGENDA 933758344 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1A. ELECTION OF DIRECTOR: CURTIS J. Management For For CRAWFORD 1B. ELECTION OF DIRECTOR: ROBERT F. FRIEL Management For For 1C. ELECTION OF DIRECTOR: SURYA N. Management For For MOHAPATRA 2. RATIFICATION OF THE APPOINTMENT OF Management For For DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013. 3. TO APPROVE, IN A NON-BINDING VOTE, THE Management Abstain Against COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 4. TO VOTE ON A MANAGEMENT PROPOSAL Management For For TO DECLASSIFY THE BOARD OF DIRECTORS STARTING IN 2016. 5. TO VOTE ON A SHAREOWNER PROPOSAL Shareholder Against For TO ALLOW SHAREOWNERS TO CALL A SPECIAL MEETING.
GREAT PLAINS ENERGY INCORPORATED SECURITY 391164100 MEETING TYPE Annual TICKER SYMBOL GXP MEETING DATE 07-May-2013 ISIN US3911641005 AGENDA 933760781 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. DIRECTOR Management 1 TERRY BASSHAM For For 2 DAVID L. BODDE For For 3 R.C. FERGUSON, JR. For For 4 GARY D. FORSEE For For 5 THOMAS D. HYDE For For 6 JAMES A. MITCHELL For For 7 ANN D. MURTLOW For For 8 JOHN J. SHERMAN For For 9 LINDA H. TALBOTT For For 10 ROBERT H. WEST For For 2. TO APPROVE, ON A NON-BINDING ADVISORY Management Abstain Against BASIS, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. 3. TO RATIFY THE APPOINTMENT OF DELOITTE Management For For & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2013.
AARON'S INC. SECURITY 002535300 MEETING TYPE Annual TICKER SYMBOL AAN MEETING DATE 07-May-2013 ISIN US0025353006 AGENDA 933783006 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. DIRECTOR Management 1 GILBERT L. DANIELSON For For 2 DAVID L. KOLB For For 3 CYNTHIA N. DAY For For 4 HUBERT L. HARRIS, JR. For For 2. APPROVAL OF A NON-BINDING RESOLUTION Management Abstain Against TO APPROVE THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS.
EXELIS, INC SECURITY 30162A108 MEETING TYPE Annual TICKER SYMBOL XLS MEETING DATE 08-May-2013 ISIN US30162A1088 AGENDA 933758166 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1A. ELECTION OF DIRECTOR: JOHN J. HAMRE Management For For 1B. ELECTION OF DIRECTOR: PATRICK J. Management For For MOORE 1C. ELECTION OF DIRECTOR: R. DAVID YOST Management For For 2. RATIFICATION OF THE APPOINTMENT OF Management For For DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013. 3. APPROVAL OF THE MATERIAL TERMS OF Management For For THE EXELIS INC. ANNUAL INCENTIVE PLAN FOR EXECUTIVE OFFICERS. 4. APPROVAL, IN A NON-BINDING VOTE, OF Management Abstain Against THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AS DESCRIBED IN THE 2013 PROXY STATEMENT.
KAYDON CORPORATION SECURITY 486587108 MEETING TYPE Annual TICKER SYMBOL KDN MEETING DATE 08-May-2013 ISIN US4865871085 AGENDA 933779285 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. DIRECTOR Management 1 MARK A. ALEXANDER For For 2 DAVID A. BRANDON For For 3 PATRICK P. COYNE For For 4 WILLIAM K. GERBER For For 5 TIMOTHY J. O'DONOVAN For For 6 JAMES O'LEARY For For 2. TO APPROVE THE KAYDON CORPORATION Management For For 2013 NON-EMPLOYEE DIRECTORS EQUITY PLAN 3. RATIFICATION OF THE APPOINTMENT OF Management For For ERNST & YOUNG LLP, THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS, FOR THE YEAR ENDING DECEMBER 31, 2013 4. TO APPROVE, BY NON-BINDING VOTE, Management Abstain Against EXECUTIVE COMPENSATION
FORD MOTOR COMPANY SECURITY 345370860 MEETING TYPE Annual TICKER SYMBOL F MEETING DATE 09-May-2013 ISIN US3453708600 AGENDA 933751720 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1A. ELECTION OF DIRECTOR: STEPHEN G. Management For For BUTLER 1B. ELECTION OF DIRECTOR: KIMBERLY A. Management For For CASIANO 1C. ELECTION OF DIRECTOR: ANTHONY F. Management For For EARLEY, JR. 1D. ELECTION OF DIRECTOR: EDSEL B. FORD II Management For For 1E. ELECTION OF DIRECTOR: WILLIAM CLAY Management For For FORD, JR. 1F. ELECTION OF DIRECTOR: RICHARD A. Management For For GEPHARDT 1G. ELECTION OF DIRECTOR: JAMES H. HANCE, Management For For JR. 1H. ELECTION OF DIRECTOR: WILLIAM W. Management For For HELMAN IV 1I. ELECTION OF DIRECTOR: JON M. Management For For HUNTSMAN, JR. 1J. ELECTION OF DIRECTOR: RICHARD A. Management For For MANOOGIAN 1K. ELECTION OF DIRECTOR: ELLEN R. MARRAM Management For For 1L. ELECTION OF DIRECTOR: ALAN MULALLY Management For For 1M. ELECTION OF DIRECTOR: HOMER A. NEAL Management For For 1N. ELECTION OF DIRECTOR: GERALD L. Management For For SHAHEEN 1O. ELECTION OF DIRECTOR: JOHN L. Management For For THORNTON 2. RATIFICATION OF SELECTION OF Management For For INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3. SAY ON PAY - AN ADVISORY VOTE TO Management Abstain Against APPROVE THE COMPENSATION OF THE NAMED EXECUTIVES. 4. APPROVAL OF THE TERMS OF THE Management For For COMPANY'S ANNUAL INCENTIVE COMPENSATION PLAN. 5. APPROVAL OF THE TERMS OF THE Management For For COMPANY'S 2008 LONG-TERM INCENTIVE PLAN. 6. APPROVAL OF THE TAX BENEFIT Management For For PRESERVATION PLAN. 7. RELATING TO CONSIDERATION OF A Shareholder Against For RECAPITALIZATION PLAN TO PROVIDE THAT ALL OF THE COMPANY'S OUTSTANDING STOCK HAVE ONE VOTE PER SHARE. 8. RELATING TO ALLOWING HOLDERS OF 10% Shareholder Against For OF OUTSTANDING COMMON STOCK TO CALL SPECIAL MEETING OF SHAREHOLDERS.
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.
BCE INC. SECURITY 05534B760 MEETING TYPE Annual TICKER SYMBOL BCE MEETING DATE 09-May-2013 ISIN CA05534B7604 AGENDA 933759598 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 01 DIRECTOR Management 1 B.K. ALLEN For For 2 A. BERARD For For 3 R.A. BRENNEMAN For For 4 S. BROCHU For For 5 R.E. BROWN For For 6 G.A. COPE For For 7 D.F. DENISON For For 8 A.S. FELL For For 9 E.C. LUMLEY For For 10 T.C. O'NEILL For For 11 J. PRENTICE For For 12 R.C. SIMMONDS For For 13 C. TAYLOR For For 14 P.R. WEISS For For 02 APPOINTMENT OF DELOITTE LLP AS Management For For AUDITORS. 03 RESOLVED, ON AN ADVISORY BASIS AND Management For For NOT TO DIMINISH THE ROLE AND RESPONSIBILITIES OF THE BOARD OF DIRECTORS, THAT THE SHAREHOLDERS ACCEPT THE APPROACH TO EXECUTIVE COMPENSATION DISCLOSED IN THE 2013 MANAGEMENT PROXY CIRCULAR DATED MARCH 7, 2013 DELIVERED IN ADVANCE OF THE 2013 ANNUAL GENERAL MEETING OF SHAREHOLDERS OF BCE INC. 4A PROPOSAL NO. 1 EQUITY RATIO Shareholder Against For 4B PROPOSAL NO. 2 CRITICAL MASS OF Shareholder Against For QUALIFIED WOMEN ON BOARD OF DIRECTORS 4C PROPOSAL NO. 3 POST-EXECUTIVE Shareholder Against For COMPENSATION ADVISORY VOTE DISCLOSURE 4D PROPOSAL NO. 4 RISK MANAGEMENT Shareholder Against For COMMITTEE 4E PROPOSAL NO. 5 DIVERSITY POLICIES AND Shareholder Against For INITIATIVES
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 For For 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 Abstain Against COMPANY'S EXECUTIVE COMPENSATION.
AURIZON MINES LTD. SECURITY 05155P106 MEETING TYPE Special TICKER SYMBOL AZK MEETING DATE 09-May-2013 ISIN CA05155P1062 AGENDA 933792675 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 01 TO APPROVE AN ARRANGEMENT UNDER Management For For THE PROVISIONS OF DIVISION 5 OF PART 9 OF THE BUSINESS CORPORATIONS ACT (BRITISH COLUMBIA) INVOLVING THE COMPANY, ITS SECURITYHOLDERS, 0963708 B.C. LTD. AND HECLA MINING COMPANY, AS MORE FULLY SET OUT IN APPENDIX A OF THE ACCOMPANYING MANAGEMENT INFORMATION PROXY CIRCULAR OF THE COMPANY DATED APRIL 10, 2013.
GOLD FIELDS LIMITED SECURITY 38059T106 MEETING TYPE Annual TICKER SYMBOL GFI MEETING DATE 09-May-2013 ISIN US38059T1060 AGENDA 933806195 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- O1 RE-APPOINTMENT OF AUDITORS: KPMG INC. Management For For O2 RE-ELECTION OF A DIRECTOR: MR DN Management For For MURRAY O3 RE-ELECTION OF A DIRECTOR: MR DMJ Management For For NCUBE O4 RE-ELECTION OF A DIRECTOR: MR RL Management For For PENNANT-REA O5 RE-ELECTION OF A DIRECTOR: MS GM Management For For WILSON O6 RE-ELECTION OF A MEMBER AND CHAIR OF Management For For THE AUDIT COMMITTEE: MS GM WILSON O7 RE-ELECTION OF A MEMBER OF THE AUDIT Management For For COMMITTEE: MR RP MENELL O8 RE-ELECTION OF A MEMBER OF THE AUDIT COMMITTEE: MR DMJ NCUBE Management For For O9 RE-ELECTION OF A MEMBER OF THE AUDIT Management For For COMMITTEE: MR RL PENNANT-REA O10 APPROVAL FOR THE ISSUE OF AUTHORISED Management For For BUT UNISSUED ORDINARY SHARES O11 APPROVAL FOR THE ISSUING OF EQUITY Management For For SECURITIES FOR CASH O12 ADVISORY ENDORSEMENT OF THE Management For For REMUNERATION POLICY S1 APPROVAL FOR THE REMUNERATION OF Management For For NON-EXECUTIVE DIRECTORS S2 APPROVAL FOR THE COMPANY TO GRANT Management For For FINANCIAL ASSISTANCE IN TERMS OF SECTION 44 AND 45 OF THE ACT S3 APPROVAL OF AMENDMENT TO THE Management For For EXISTING MEMORANDUM OF INCORPORATION S4 APPROVAL OF AMENDMENT TO THE Management For For EXISTING MEMORANDUM OF INCORPORATION S5 APPROVAL OF AMENDMENTS TO THE Management For For EXISTING MEMORANDUM OF INCORPORATION S6 APPROVAL OF AMENDMENT TO THE Management For For EXISTING MEMORANDUM OF INCORPORATION S7 APPROVAL OF AMENDMENT TO THE Management For For EXISTING MEMORANDUM OF INCORPORATION S8 APPROVAL OF AMENDMENT TO THE Management For For EXISTING MEMORANDUM OF INCORPORATION S9 APPROVAL OF AMENDMENT TO THE Management For For EXISTING MEMORANDUM OF INCORPORATION S10 APPROVAL OF AMENDMENT TO THE Management For For EXISTING MEMORANDUM OF INCORPORATION S11 APPROVAL OF AMENDMENT TO THE Management For For EXISTING MEMORANDUM OF INCORPORATION S12 APPROVAL OF AMENDMENT TO THE Management For For EXISTING MEMORANDUM OF INCORPORATION S13 APPROVAL OF AMENDMENT TO THE Management For For EXISTING MEMORANDUM OF INCORPORATION S14 APPROVAL OF AMENDMENT TO THE Management For For EXISTING MEMORANDUM OF INCORPORATION S15 AMENDMENT TO SCHEDULE 1 TO THE Management For For MEMORANDUM OF INCORPORATION S16 ACQUISITION OF THE COMPANY'S OWN Management For For SHARES
VULCAN MATERIALS COMPANY SECURITY 929160109 MEETING TYPE Annual TICKER SYMBOL VMC MEETING DATE 10-May-2013 ISIN US9291601097 AGENDA 933765515 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1A. ELECTION OF DIRECTOR: DOUGLAS J. Management For For MCGREGOR 1B. ELECTION OF DIRECTOR: LEE J. Management For For STYSLINGER III 1C. ELECTION OF DIRECTOR: VINCENT J. Management For For TROSINO 2. PROPOSAL TO APPROVE THE ADVISORY Management Abstain Against (NON-BINDING) RESOLUTION RELATING TO EXECUTIVE COMPENSATION. 3. RATIFICATION OF THE APPOINTMENT OF Management For For THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 4. PROPOSAL TO APPROVE AMENDMENTS TO Management For For VULCAN'S CERTIFICATE OF INCORPORATION TO ELIMINATE SUPERMAJORITY VOTING PROVISIONS. 5. PROPOSAL TO AMEND VULCAN'S Management For For CERTIFICATE OF INCORPORATION TO DECLASSIFY THE BOARD OF DIRECTORS. 6. ADVISORY SHAREHOLDER PROPOSAL FOR Shareholder Against For AN INDEPENDENT CHAIR OF THE BOARD OF DIRECTORS.
WMS INDUSTRIES INC. SECURITY 929297109 MEETING TYPE Special TICKER SYMBOL WMS MEETING DATE 10-May-2013 ISIN US9292971093 AGENDA 933792144 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. THE ADOPTION OF THE MERGER Management For For AGREEMENT, THEREBY APPROVING THE MERGER. 2. THE PROPOSAL TO APPROVE, BY A NON- Management Abstain Against BINDING ADVISORY VOTE, THE SPECIFIED COMPENSATION DISCLOSED IN THE PROXY STATEMENT THAT MAY BE PAYABLE TO WMS' NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE CONSUMMATION OF THE MERGER. 3. THE PROPOSAL TO APPROVE THE Management For For ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE IN THE VIEW OF THE WMS BOARD OF DIRECTORS, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO ADOPT THE MERGER AGREEMENT.
AURICO GOLD INC. SECURITY 05155C105 MEETING TYPE Annual and Special Meeting TICKER SYMBOL AUQ MEETING DATE 13-May-2013 ISIN CA05155C1059 AGENDA 933801157 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 01 DIRECTOR Management 1 COLIN K. BENNER For For 2 LUIS M. CHAVEZ For For 3 RICHARD M. COLTERJOHN For For 4 MARK J. DANIEL For For 5 PATRICK D. DOWNEY For For 6 ALAN R. EDWARDS For For 7 SCOTT G. PERRY For For 8 RONALD E. SMITH For For 9 JOSEPH G. SPITERI For For 02 APPOINT KPMG LLP, CHARTERED Management For For ACCOUNTANTS, AS AUDITORS FOR THE COMPANY, AND TO AUTHORIZE THE DIRECTORS OF THE COMPANY TO SET THE AUDITORS' REMUNERATION. 03 CONSIDER AND, IF DEEMED ADVISABLE, Management Against Against PASS AN ORDINARY RESOLUTION TO APPROVE AND RATIFY THE AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN OF THE COMPANY, THE TEXT OF WHICH RESOLUTION IS SET FORTH IN THE COMPANY'S MANAGEMENT PROXY CIRCULAR DATED APRIL 10, 2013 (THE "PROXY CIRCULAR"). 04 CONSIDER AND, IF DEEMED ADVISABLE, Management For For PASS AN ORDINARY RESOLUTION TO APPROVE THE OMNIBUS LONG-TERM INCENTIVE PLAN OF THE COMPANY, THE TEXT OF WHICH RESOLUTION IS SET FORTH IN THE PROXY CIRCULAR. 05 CONSIDER AND, IF DEEMED ADVISABLE, Management For For PASS A NON-BINDING ADVISORY RESOLUTION ACCEPTING THE COMPANY'S APPROACH TO EXECUTIVE COMPENSATION AS DESCRIBED IN THE PROXY CIRCULAR, THE TEXT OF WHICH RESOLUTION IS SET FORTH IN THE PROXY CIRCULAR.
SIBANYE GOLD SECURITY 825724206 MEETING TYPE Annual TICKER SYMBOL SBGL MEETING DATE 13-May-2013 ISIN US8257242060 AGENDA 933806210 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1 RE-APPOINTMENT OF AUDITORS Management For For 2 RE-ELECTION OF A DIRECTOR: TJ CUMMING Management For For 3 RE-ELECTION OF A DIRECTOR: BE DAVISON Management For For 4 RE-ELECTION OF A DIRECTOR: NG NIKA Management For For 5 RE-ELECTION OF A DIRECTOR: SC VAN DER Management For For MERWE 6 RE-ELECTION OF A MEMBER AND CHAIR OF Management For For THE AUDIT COMMITTEE: KA RAYNER 7 RE-ELECTION OF A MEMBER OF THE AUDIT Management For For COMMITTEE: RP MENELL 8 ELECTION OF A MEMBER OF THE AUDIT Management For For COMMITTEE: NG NIKA 9 ELECTION OF A MEMBER OF THE AUDIT Management For For COMMITTEE: SC VAN DER MERWE 10A APPROVAL FOR THE ISSUE OF AUTHORISED Management For For BUT UNISSUED ORDINARY SHARES 10B ADVISORY ENDORSEMENT OF THE Management For For REMUNERATION POLICY 11 APPROVAL FOR THE AMENDMENT OF RULE Management For For 5.1.1 OF THE SIBANYE GOLD LIMITED 2013 SHARE PLAN 12 APPROVAL FOR THE AMENDMENT OF RULE Management For For 5.2.1 OF THE SIBANYE GOLD LIMITED 2013 SHARE PLAN S1 APPROVAL OF THE REMUNERATION OF Management For For NON-EXECUTIVE DIRECTORS S2 APPROVAL FOR THE COMPANY TO GRANT Management For For FINANCIAL ASSISTANCE IN TERMS OF SECTION 44 AND 45 OF THE ACT S3 APPROVAL OF AMENDMENTS TO THE Management For For EXISTING MEMORANDUM OF INCORPORATION S4 ACQUISITION OF THE COMPANY'S OWN Management For For SHARES
ANADARKO PETROLEUM CORPORATION SECURITY 032511107 MEETING TYPE Annual TICKER SYMBOL APC MEETING DATE 14-May-2013 ISIN US0325111070 AGENDA 933764715 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1A. ELECTION OF DIRECTOR: KEVIN P. CHILTON Management For For 1B. ELECTION OF DIRECTOR: LUKE R. CORBETT Management For For 1C. ELECTION OF DIRECTOR: H. PAULETT Management For For EBERHART 1D. ELECTION OF DIRECTOR: PETER J. FLUOR Management For For 1E. ELECTION OF DIRECTOR: RICHARD L. Management For For GEORGE 1F. ELECTION OF DIRECTOR: PRESTON M. Management For For GEREN III 1G. ELECTION OF DIRECTOR: CHARLES W. Management For For GOODYEAR 1H. ELECTION OF DIRECTOR: JOHN R. GORDON Management For For 1I. ELECTION OF DIRECTOR: ERIC D. MULLINS Management For For 1J. ELECTION OF DIRECTOR: PAULA ROSPUT Management For For REYNOLDS 1K. ELECTION OF DIRECTOR: R. A. WALKER Management For For 2. RATIFICATION OF APPOINTMENT OF KPMG Management For For LLP AS INDEPENDENT AUDITOR. 3. ADVISORY VOTE TO APPROVE NAMED Management Abstain Against EXECUTIVE OFFICER COMPENSATION. 4. STOCKHOLDER PROPOSAL - REPORT ON Shareholder Against For POLITICAL CONTRIBUTIONS.
DISCOVERY COMMUNICATIONS, INC. SECURITY 25470F104 MEETING TYPE Annual TICKER SYMBOL DISCA MEETING DATE 14-May-2013 ISIN US25470F1049 AGENDA 933766721 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. DIRECTOR Management 1 PAUL A. GOULD For For 2 JOHN S. HENDRICKS For For 3 M. LAVOY ROBISON For For 2. RATIFICATION OF THE APPOINTMENT OF Management For For PRICEWATERHOUSECOOPERS LLP AS DISCOVERY COMMUNICATIONS, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013. 3. APPROVAL OF THE 2013 STOCK INCENTIVE Management Against Against PLAN.
WRIGHT MEDICAL GROUP, INC. SECURITY 98235T107 MEETING TYPE Annual TICKER SYMBOL WMGI MEETING DATE 14-May-2013 ISIN US98235T1079 AGENDA 933770821 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. APPROVAL OF AN AMENDMENT TO OUR Management For For CERTIFICATE OF INCORPORATION INCREASING THE MAXIMUM SIZE OF OUR BOARD OF DIRECTORS TO TEN DIRECTORS. 2. DIRECTOR Management 1 GARY D. BLACKFORD For For 2 MARTIN J. EMERSON For For 3 LAWRENCE W. HAMILTON For For 4 RONALD K. LABRUM For For 5 JOHN L. MICLOT For For 6 ROBERT J. PALMISANO For For 7 AMY S. PAUL For For 8 ROBERT J. QUILLINAN For For 9 DAVID D. STEVENS For For 3. SUBJECT TO THE APPROVAL OF PROPOSAL Management For For 1, ELECTION OF A TENTH DIRECTOR TO SERVE ON OUR BOARD OF DIRECTORS FOR A TERM OF ONE YEAR. 4. APPROVAL OF THE AMENDED AND Management For For RESTATED 2002 EMPLOYEE STOCK PURCHASE PLAN. 5. APPROVAL OF THE SECOND AMENDED AND Management Against Against RESTATED 2009 EQUITY INCENTIVE PLAN. 6. APPROVAL OF THE AMENDED AND Management For For RESTATED 2010 EXECUTIVE PERFORMANCE INCENTIVE PLAN. 7. AN ADVISORY VOTE TO APPROVE THE Management Abstain Against COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 8. RATIFICATION OF THE SELECTION OF KPMG Management For For LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013.
UNITED STATES CELLULAR CORPORATION SECURITY 911684108 MEETING TYPE Annual TICKER SYMBOL USM MEETING DATE 14-May-2013 ISIN US9116841084 AGENDA 933786987 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. DIRECTOR Management 1 P.H. DENUIT For For 2. RATIFY ACCOUNTANTS FOR 2013. Management For For 3. 2013 LONG-TERM INCENTIVE PLAN. Management Against Against 4. NON-EMPLOYEE DIRECTOR COMPENSATION Management Against Against PLAN. 5. ADVISORY VOTE TO APPROVE EXECUTIVE Management Abstain Against COMPENSATION.
POLYONE CORPORATION SECURITY 73179P106 MEETING TYPE Annual TICKER SYMBOL POL MEETING DATE 15-May-2013 ISIN US73179P1066 AGENDA 933764791 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. DIRECTOR Management 1 SANDRA BEACH LIN For For 2 DR. CAROL A. CARTWRIGHT For For 3 RICHARD H. FEARON For For 4 GREGORY J. GOFF For For 5 GORDON D. HARNETT For For 6 RICHARD A. LORRAINE For For 7 STEPHEN D. NEWLIN For For 8 WILLIAM H. POWELL For For 9 FARAH M. WALTERS For For 10 WILLIAM A. WULFSOHN For For 2. PROPOSAL TO APPROVE THE ADVISORY Management Abstain Against RESOLUTION ON NAMED EXECUTIVE OFFICER COMPENSATION. 3. PROPOSAL TO RATIFY THE APPOINTMENT Management For For OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2013.
INGREDION INC SECURITY 457187102 MEETING TYPE Annual TICKER SYMBOL INGR MEETING DATE 15-May-2013 ISIN US4571871023 AGENDA 933769068 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1A. ELECTION OF DIRECTOR: RICHARD J. Management For For ALMEIDA 1B. ELECTION OF DIRECTOR: LUIS ARANGUREN- Management For For TRELLEZ 1C. ELECTION OF DIRECTOR: DAVID B. FISCHER Management For For 1D. ELECTION OF DIRECTOR: ILENE S. GORDON Management For For 1E. ELECTION OF DIRECTOR: PAUL HANRAHAN Management For For 1F. ELECTION OF DIRECTOR: WAYNE M. Management For For HEWETT 1G. ELECTION OF DIRECTOR: GREGORY B. Management For For KENNY 1H. ELECTION OF DIRECTOR: BARBARA A. KLEIN Management For For 1I. ELECTION OF DIRECTOR: JAMES M. Management For For RINGLER 1J. ELECTION OF DIRECTOR: DWAYNE A. Management For For WILSON 2. TO APPROVE, BY ADVISORY VOTE, THE Management Abstain Against COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. 3. TO RATIFY THE APPOINTMENT OF KPMG LLP Management For For AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY AND ITS SUBSIDIARIES, IN RESPECT OF THE COMPANY'S OPERATIONS IN 2013.
THE CHARLES SCHWAB CORPORATION SECURITY 808513105 MEETING TYPE Annual TICKER SYMBOL SCHW MEETING DATE 16-May-2013 ISIN US8085131055 AGENDA 933766719 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1A. ELECTION OF DIRECTOR: STEPHEN A. ELLIS Management For For 1B. ELECTION OF DIRECTOR: ARUN SARIN Management For For 1C. ELECTION OF DIRECTOR: CHARLES R. Management For For SCHWAB 1D. ELECTION OF DIRECTOR: PAULA A. SNEED Management For For 2. RATIFICATION OF INDEPENDENT AUDITORS Management For For 3. ADVISORY APPROVAL OF NAMED Management Abstain Against EXECUTIVE OFFICER COMPENSATION 4. APPROVAL OF 2013 STOCK INCENTIVE PLAN Management Against Against 5. STOCKHOLDER PROPOSAL REGARDING Shareholder Against For POLITICAL CONTRIBUTIONS 6. STOCKHOLDER PROPOSAL REGARDING Shareholder Against For PROXY ACCESS
APACHE CORPORATION SECURITY 037411105 MEETING TYPE Annual TICKER SYMBOL APA MEETING DATE 16-May-2013 ISIN US0374111054 AGENDA 933774944 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. ELECTION OF DIRECTOR: EUGENE C. Management For For FIEDOREK 2. ELECTION OF DIRECTOR: CHANSOO JOUNG Management For For 3. ELECTION OF DIRECTOR: WILLIAM C. Management For For MONTGOMERY 4. RATIFICATION OF ERNST & YOUNG LLP AS Management For For APACHE'S INDEPENDENT AUDITORS 5. ADVISORY VOTE TO APPROVE THE Management Abstain Against COMPENSATION OF APACHE'S NAMED EXECUTIVE OFFICERS 6. APPROVAL OF AMENDMENT TO APACHE'S Management Against Against 2011 OMNIBUS EQUITY COMPENSATION PLAN TO INCREASE THE NUMBER OF SHARES ISSUABLE UNDER THE PLAN 7. APPROVAL OF AMENDMENT TO APACHE'S Management For For RESTATED CERTIFICATE OF INCORPORATION TO ELIMINATE APACHE'S CLASSIFIED BOARD OF DIRECTORS
HESS CORPORATION SECURITY 42809H107 MEETING TYPE Contested-Annual TICKER SYMBOL HES MEETING DATE 16-May-2013 ISIN US42809H1077 AGENDA 933787648 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. DIRECTOR Management 1 J. KRENICKI For For 2 K. MEYERS For For 3 F.G. REYNOLDS For For 4 W.G. SCHRADER For For 5 M. WILLIAMS For For 2. RATIFICATION OF THE SELECTION OF Management For For ERNST & YOUNG LLP AS INDEPENDENT AUDITORS FOR FISCAL YEAR ENDING DECEMBER 31, 2013. 3. ADVISORY APPROVAL OF THE Management Abstain Against COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 4. APPROVAL OF AN AMENDMENT TO THE Management For For RESTATED CERTIFICATE OF INCORPORATION AND BY-LAWS TO DECLASSIFY THE BOARD. 5. STOCKHOLDER PROPOSAL Shareholder Against For RECOMMENDING THAT THE BOARD OF DIRECTORS ADOPT A POLICY THAT REQUIRES AN INDEPENDENT CHAIRMAN. 6. STOCKHOLDER PROPOSAL Shareholder Against For RECOMMENDING THAT THE BOARD OF DIRECTORS TAKE ACTION TO IMPLEMENT A SIMPLE MAJORITY VOTE STANDARD. 7. STOCKHOLDER PROPOSAL Shareholder Against For RECOMMENDING THAT THE COMPANY PROVIDE A REPORT REGARDING POLITICAL CONTRIBUTIONS. 8. STOCKHOLDER PROPOSAL SUBMITTED BY Shareholder Against For ELLIOTT ASSOCIATES, L.P. AND ELLIOTT INTERNATIONAL, L.P. RECOMMENDING THAT THE COMPANY REPEAL ANY PROVISION OR AMENDMENT OF THE BY-LAWS ADOPTED WITHOUT STOCKHOLDER APPROVAL AFTER FEBRUARY 2, 2011 AND PRIOR TO THE ANNUAL MEETING.
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.
ARTIO GLOBAL INVESTORS SECURITY 04315B107 MEETING TYPE Annual TICKER SYMBOL ART MEETING DATE 16-May-2013 ISIN US04315B1070 AGENDA 933792423 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. TO ADOPT AND APPROVE THE AGREEMENT Management For For AND PLAN OF MERGER, AMONG ABERDEEN ASSET MANAGEMENT PLC, GUARDIAN ACQUISITION CORPORATION, AND ARTIO GLOBAL INVESTORS INC. 2. TO APPROVE, ON AN ADVISORY (NON- Management Abstain Against BINDING) BASIS, THE COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO NAMED EXECUTIVE OFFICERS. 3. TO ADJOURN THE ANNUAL MEETING TO A Management For For LATER TIME, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IN THE EVENT THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE ANNUAL MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF TO ADOPT AND APPROVE THE MERGER AGREEMENT. 4. DIRECTOR Management 1 ROBERT JACKSON For For 2 DUANE KULLBERG For For 3 CHRISTOPHER WRIGHT For For 5. TO APPROVE, ON AN ADVISORY (NON- Management Abstain Against BINDING) BASIS, THE COMPENSATION TO ARTIO GLOBAL INVESTORS INC.'S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE SECTION OF THE ATTACHED PROXY STATEMENT ENTITLED "EXECUTIVE COMPENSATION". 6. TO ADOPT THE AMENDED AND RESTATED Management For For STOCK INCENTIVE PLAN TO PROVIDE FOR QUALIFYING PERFORMANCE-BASED AWARDS UNDER SECTION 162(M) OF THE INTERNAL REVENUE CODE. 7. TO RATIFY THE APPOINTMENT OF KPMG LLP Management For For AS ARTIO GLOBAL INVESTORS INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS.
MACY'S INC. SECURITY 55616P104 MEETING TYPE Annual TICKER SYMBOL M MEETING DATE 17-May-2013 ISIN US55616P1049 AGENDA 933789591 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1A. ELECTION OF DIRECTOR: STEPHEN F. Management For For BOLLENBACH 1B. ELECTION OF DIRECTOR: DEIRDRE P. Management For For CONNELLY 1C. ELECTION OF DIRECTOR: MEYER FELDBERG Management For For 1D. ELECTION OF DIRECTOR: SARA LEVINSON Management For For 1E. ELECTION OF DIRECTOR: TERRY J. Management For For LUNDGREN 1F. ELECTION OF DIRECTOR: JOSEPH Management For For NEUBAUER 1G. ELECTION OF DIRECTOR: JOYCE M. ROCHE Management For For 1H. ELECTION OF DIRECTOR: PAUL C. VARGA Management For For 1I. ELECTION OF DIRECTOR: CRAIG E. Management For For WEATHERUP 1J. ELECTION OF DIRECTOR: MARNA C. Management For For WHITTINGTON 2. THE PROPOSED RATIFICATION OF THE Management For For APPOINTMENT OF KPMG LLP AS MACY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING FEBRUARY 1, 2014. 3. ADVISORY VOTE TO APPROVE NAMED Management Abstain Against EXECUTIVE OFFICER COMPENSATION.
FIRSTCITY FINANCIAL CORPORATION SECURITY 33761X107 MEETING TYPE Special TICKER SYMBOL FCFC MEETING DATE 17-May-2013 ISIN US33761X1072 AGENDA 933801056 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. TO ADOPT THE AGREEMENT AND PLAN OF Management For For MERGER, DATED AS OF DECEMBER 20, 2012 (AS IT MAY BE AMENDED FROM TIME TO TIME, THE "MERGER AGREEMENT"), BY AND AMONG FIRSTCITY FINANCIAL CORPORATION, A DELAWARE CORPORATION (THE "COMPANY"), HOTSPURS HOLDINGS LLC, A DELAWARE LIMITED LIABILITY COMPANY, AND HOTSPURS ACQUISITION CORPORATION, A ("MERGER SUBSIDIARY"). 2. TO APPROVE, ON AN ADVISORY (NON- Management Abstain Against BINDING) BASIS, THE COMPENSATION TO BE PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER OF MERGER SUBSIDIARY WITH AND INTO THE COMPANY. 3. TO ADJOURN THE SPECIAL MEETING, IF Management For For NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IN THE EVENT THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF TO ADOPT THE MERGER AGREEMENT.
PLAINS EXPLORATION & PRODUCTION CO. SECURITY 726505100 MEETING TYPE Special TICKER SYMBOL PXP MEETING DATE 20-May-2013 ISIN US7265051000 AGENDA 933800977 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. AGREEMENT AND PLAN OF MERGER, BY Management For For AND AMONG THE COMPANY, FREEPORT- MCMORAN COPPER & GOLD INC. ("FCX") AND IMONC LLC, A WHOLLY OWNED SUBSIDIARY OF FCX, AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME, WHICH PROVIDES FOR, AMONG OTHER THINGS, THE MERGER OF THE COMPANY WITH AND INTO IMONC LLC, WITH IMONC LLC SURVIVING THE MERGER AS A WHOLLY OWNED SUBSIDIARY OF FCX. 2. APPROVAL, ON AN ADVISORY (NON- Management Abstain Against BINDING) BASIS, OF THE SPECIFIED COMPENSATION THAT MAY BE RECEIVED BY THE COMPANY'S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER. 3. APPROVAL OF ANY ADJOURNMENT OF THE Management For For SPECIAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF THE PROPOSAL TO ADOPT THE MERGER AGREEMENT.
DYNEGY INC. SECURITY 26817R108 MEETING TYPE Annual TICKER SYMBOL DYN MEETING DATE 21-May-2013 ISIN US26817R1086 AGENDA 933774095 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. DIRECTOR Management 1 HILARY E. ACKERMANN For For 2 PAUL M. BARBAS For For 3 ROBERT C. FLEXON For For 4 RICHARD L. KUERSTEINER For For 5 JEFFREY S. STEIN For For 6 JOHN R. SULT For For 7 PAT WOOD III For For 2. TO APPROVE, ON AN ADVISORY BASIS, THE Management Abstain Against COMPENSATION OF DYNEGY'S NAMED EXECUTIVE OFFICERS. 3. TO ACT UPON A PROPOSAL TO RATIFY THE Management For For APPOINTMENT OF ERNST & YOUNG LLP AS DYNEGY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013.
AMERICAN TOWER CORPORATION SECURITY 03027X100 MEETING TYPE Annual TICKER SYMBOL AMT MEETING DATE 21-May-2013 ISIN US03027X1000 AGENDA 933777457 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1A. ELECTION OF DIRECTOR: RAYMOND P. Management For For DOLAN 1B. ELECTION OF DIRECTOR: RONALD M. DYKES Management For For 1C. ELECTION OF DIRECTOR: CAROLYN F. KATZ Management For For 1D. ELECTION OF DIRECTOR: GUSTAVO LARA Management For For CANTU 1E. ELECTION OF DIRECTOR: JOANN A. REED Management For For 1F. ELECTION OF DIRECTOR: PAMELA D.A. Management For For REEVE 1G. ELECTION OF DIRECTOR: DAVID E. Management For For SHARBUTT 1H. ELECTION OF DIRECTOR: JAMES D. Management For For TAICLET, JR. 1I. ELECTION OF DIRECTOR: SAMME L. Management For For THOMPSON 2. TO RATIFY THE SELECTION OF DELOITTE & Management For For TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013. 3. TO APPROVE, ON AN ADVISORY BASIS, THE Management Abstain Against COMPANY'S EXECUTIVE COMPENSATION. 4. TO APPROVE AN AMENDMENT TO THE Management For For COMPANY'S AMENDED AND RESTATED BY- LAWS TO REDUCE THE OWNERSHIP THRESHOLD REQUIRED TO CALL A SPECIAL MEETING.
ARBITRON INC. SECURITY 03875Q108 MEETING TYPE Annual TICKER SYMBOL ARB MEETING DATE 21-May-2013 ISIN US03875Q1085 AGENDA 933781507 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. DIRECTOR Management 1 SHELLYE L. ARCHAMBEAU For For 2 SEAN R. CREAMER For For 3 DAVID W. DEVONSHIRE For For 4 JOHN A. DIMLING For For 5 ERICA FARBER For For 6 RONALD G. GARRIQUES For For 7 PHILIP GUARASCIO For For 8 WILLIAM T. KERR For For 9 LARRY E. KITTELBERGER For For 10 LUIS G. NOGALES For For 11 RICHARD A. POST For For 2. TO APPROVE, ON AN ADVISORY BASIS, THE Management Abstain Against COMPANY'S EXECUTIVE COMPENSATION. 3. TO RATIFY THE APPOINTMENT BY THE Management For For AUDIT COMMITTEE OF KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE CURRENT FISCAL YEAR.
HANDY & HARMAN LTD SECURITY 410315105 MEETING TYPE Annual TICKER SYMBOL HNH MEETING DATE 21-May-2013 ISIN US4103151050 AGENDA 933810310 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. DIRECTOR Management 1 WARREN G. LICHTENSTEIN For For 2 ROBERT FRANKFURT For For 3 JACK L. HOWARD For For 4 GLEN M. KASSAN For For 5 JOHN H. MCNAMARA, JR. For For 6 PATRICK A. DEMARCO For For 7 GAREN W. SMITH For For 8 JEFFREY A. SVOBODA For For 2. TO CONSIDER AND APPROVE AN ADVISORY Management Abstain Against RESOLUTION REGARDING THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. 3. TO CONSIDER AND ACT UPON AN ADVISORY Management Abstain Against VOTE ON THE FREQUENCY AT WHICH THE COMPANY SHOULD INCLUDE AN ADVISORY VOTE REGARDING THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS IN ITS PROXY STATEMENT. 4. TO APPROVE AN AMENDMENT OF THE Management For For COMPANY'S 2007 INCENTIVE STOCK PLAN, AS AMENDED, TO INCREASE THE NUMBER OF SHARES OF THE COMPANY'S COMMON STOCK, PAR VALUE $0.01 PER SHARE, SUBJECT THERETO BY 425,000 SHARES. 5. TO RATIFY THE APPOINTMENT OF GRANT Management For For THORNTON LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013.
STEEL EXCEL, INC. SECURITY 858122104 MEETING TYPE Annual TICKER SYMBOL SXCL MEETING DATE 21-May-2013 ISIN US8581221046 AGENDA 933814279 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1.1 ELECTION OF DIRECTOR: JACK L. HOWARD Management For For 1.2 ELECTION OF DIRECTOR: WARREN G. Management For For LICHTENSTEIN 1.3 ELECTION OF DIRECTOR: JOHN MUTCH Management For For 1.4 ELECTION OF DIRECTOR: JOHN J. QUICKE Management For For 1.5 ELECTION OF DIRECTOR: GARY W. ULLMAN Management For For 1.6 ELECTION OF DIRECTOR: ROBERT J. Management For For VALENTINE 2. TO APPROVE, ON AN ADVISORY BASIS, THE Management Abstain Against COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. 3. TO RE-APPROVE THE MATERIAL TERMS OF Management For For THE PERFORMANCE GOALS UNDER THE STEEL EXCEL INC. 2004 EQUITY INCENTIVE PLAN, AS AMENDED, FOR PURPOSES OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 4. TO RATIFY THE APPOINTMENT OF BDO USA, Management For For LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013.
KRATOS DEFENSE & SEC SOLUTIONS, INC. SECURITY 50077B207 MEETING TYPE Annual TICKER SYMBOL KTOS MEETING DATE 22-May-2013 ISIN US50077B2079 AGENDA 933782511 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. DIRECTOR Management 1 SCOTT ANDERSON For For 2 BANDEL CARANO For For 3 ERIC DEMARCO For For 4 WILLIAM HOGLUND For For 5 SCOT JARVIS For For 6 JANE JUDD For For 7 SAMUEL LIBERATORE For For 2. TO RATIFY THE SELECTION OF GRANT Management For For THORNTON LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 29, 2013. 3. TO APPROVE AN AMENDMENT TO THE Management For For COMPANY'S 1999 EMPLOYEE STOCK PURCHASE PLAN TO INCREASE THE AGGREGATE NUMBER OF SHARES THAT MAY BE ISSUED UNDER THE PLAN BY 1,500,000 SHARES. 4. AN ADVISORY VOTE (NON-BINDING) TO Management Abstain Against APPROVE THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS.
SALEM COMMUNICATIONS CORPORATION SECURITY 794093104 MEETING TYPE Annual TICKER SYMBOL SALM MEETING DATE 22-May-2013 ISIN US7940931048 AGENDA 933782624 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1A. ELECTION OF DIRECTOR: STUART W. Management For For EPPERSON 1B. ELECTION OF DIRECTOR: EDWARD G. Management For For ATSINGER III 1C. ELECTION OF DIRECTOR: DAVID Management For For DAVENPORT (NOMINEE FOR INDEPENDENT DIRECTOR) 1D. ELECTION OF DIRECTOR: ROLAND S. HINZ Management For For 1E. ELECTION OF DIRECTOR: RICHARD A. Management For For RIDDLE (NOMINEE FOR INDEPENDENT DIRECTOR) 1F. ELECTION OF DIRECTOR: JONATHAN Management For For VENVERLOH 1G. ELECTION OF DIRECTOR: FRANK WRIGHT Management For For 2. ADVISORY (NON-BINDING) VOTE ON A Management Abstain Against RESOLUTION APPROVING EXECUTIVE COMPENSATION AS DISCLOSED PURSUANT TO ITEM 402 OF REGULATION S-K. 3. ADVISORY (NON-BINDING) VOTE Management Abstain Against DETERMINING THE FREQUENCY OF ADVISORY VOTES ON EXECUTIVE COMPENSATION.
ASCENT CAPITAL GROUP, INC. SECURITY 043632108 MEETING TYPE Annual TICKER SYMBOL ASCMA MEETING DATE 22-May-2013 ISIN US0436321089 AGENDA 933783397 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. DIRECTOR Management 1 PHILIP J. HOLTHOUSE For For 2. PROPOSAL TO RATIFY THE SELECTION OF Management For For KPMG LLP AS OUR INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013. 3. STOCKHOLDER PROPOSAL RELATING TO Shareholder For Against THE REDEMPTION OF THE PREFERRED SHARE PURCHASE RIGHTS ISSUED PURSUANT TO OUR RIGHTS AGREEMENT, DATED SEPTEMBER 17, 2008, AS AMENDED.
ARTHROCARE CORPORATION SECURITY 043136100 MEETING TYPE Annual TICKER SYMBOL ARTC MEETING DATE 22-May-2013 ISIN US0431361007 AGENDA 933784212 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. DIRECTOR Management 1 CHRISTIAN P. AHRENS For For 2 GREGORY A. BELINFANTI For For 3 BARBARA D. BOYAN, PH.D. For For 4 DAVID FITZGERALD For For 5 JAMES G. FOSTER For For 6 TERRENCE E. GEREMSKI For For 7 TORD B. LENDAU For For 8 PETER L. WILSON For For 2. TO APPROVE, BY NON-BINDING VOTE, THE Management Abstain Against COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. 3. TO RATIFY THE APPOINTMENT OF Management For For PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2013 FISCAL YEAR.
NII HOLDINGS, INC. SECURITY 62913F201 MEETING TYPE Annual TICKER SYMBOL NIHD MEETING DATE 22-May-2013 ISIN US62913F2011 AGENDA 933788272 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1.1 ELECTION OF DIRECTOR: DONALD GUTHRIE Management For For 1.2 ELECTION OF DIRECTOR: STEVEN M. Management For For SHINDLER 2. ADVISORY VOTE ON THE COMPENSATION Management Abstain Against OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. 3. AMENDMENT OF THE COMPANY'S 2012 Management Against Against INCENTIVE COMPENSATION PLAN TO INCREASE THE AUTHORIZED SHARES AVAILABLE FOR ISSUANCE. 4. AMENDMENT OF THE COMPANY'S Management For For RESTATED CERTIFICATE OF INCORPORATION TO DECLASSIFY THE BOARD OF DIRECTORS AND ELIMINATE OBSOLETE PROVISIONS. 5. RATIFICATION OF Management For For PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2013.
THE GOLDMAN SACHS GROUP, INC. SECURITY 38141G104 MEETING TYPE Annual TICKER SYMBOL GS MEETING DATE 23-May-2013 ISIN US38141G1040 AGENDA 933779754 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1A ELECTION OF DIRECTOR: LLOYD C. Management For For BLANKFEIN 1B ELECTION OF DIRECTOR: M. MICHELE Management For For BURNS 1C ELECTION OF DIRECTOR: GARY D. COHN Management For For 1D ELECTION OF DIRECTOR: CLAES DAHLBACK Management For For 1E ELECTION OF DIRECTOR: WILLIAM W. Management For For GEORGE 1F ELECTION OF DIRECTOR: JAMES A. Management For For JOHNSON 1G ELECTION OF DIRECTOR: LAKSHMI N. Management For For MITTAL 1H ELECTION OF DIRECTOR: ADEBAYO O. Management For For OGUNLESI 1I ELECTION OF DIRECTOR: JAMES J. SCHIRO Management For For 1J ELECTION OF DIRECTOR: DEBORA L. SPAR Management For For 1K ELECTION OF DIRECTOR: MARK E. TUCKER Management For For 1L ELECTION OF DIRECTOR: DAVID A. VINIAR Management For For 02 ADVISORY VOTE TO APPROVE EXECUTIVE Management Abstain Against COMPENSATION (SAY ON PAY) 03 APPROVAL OF THE GOLDMAN SACHS Management Against Against AMENDED AND RESTATED STOCK INCENTIVE PLAN (2013) 04 RATIFICATION OF Management For For PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013 05 SHAREHOLDER PROPOSAL REGARDING Shareholder Against For HUMAN RIGHTS COMMITTEE 06 SHAREHOLDER PROPOSAL REGARDING Shareholder Against For GOLDMAN SACHS LOBBYING DISCLOSURE 07 SHAREHOLDER PROPOSAL REGARDING Shareholder Against For PROXY ACCESS FOR SHAREHOLDERS 08 SHAREHOLDER PROPOSAL REGARDING Shareholder Against For MAXIMIZATION OF VALUE FOR SHAREHOLDERS
CABLEVISION SYSTEMS CORPORATION SECURITY 12686C109 MEETING TYPE Annual TICKER SYMBOL CVC MEETING DATE 23-May-2013 ISIN US12686C1099 AGENDA 933783400 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. DIRECTOR Management 1 ZACHARY W. CARTER For For 2 THOMAS V. REIFENHEISER For For 3 JOHN R. RYAN For For 4 VINCENT TESE For For 5 LEONARD TOW For For 2. TO RATIFY THE APPOINTMENT OF KPMG LLP Management For For AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR FISCAL YEAR 2013.
HALCON RESOURCES CORPORATION SECURITY 40537Q209 MEETING TYPE Annual TICKER SYMBOL HK MEETING DATE 23-May-2013 ISIN US40537Q2093 AGENDA 933784995 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. DIRECTOR Management 1 JAMES L. IRISH III For For 2 DANIEL A. RIOUX For For 3 STEPHEN P. SMILEY For For 4 FLOYD C. WILSON For For 2. TO RATIFY AND APPROVE AN AMENDMENT Management Abstain Against TO OUR 2012 LONG-TERM INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES OF HALCON COMMON STOCK THAT MAY BE ISSUED UNDER THE PLAN BY 30.0 MILLION SHARES. 3. TO APPROVE, IN A NON-BINDING ADVISORY Management Abstain Against VOTE, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 4. TO DETERMINE, IN A NON-BINDING Management Abstain Against ADVISORY VOTE, WHETHER A STOCKHOLDER VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS SHOULD OCCUR EVERY ONE, TWO OR THREE YEARS. 5. TO APPROVE AN AMENDMENT TO OUR Management For For CERTIFICATE OF INCORPORATION TO PROVIDE THAT, WITH CERTAIN EXCEPTIONS, THE COURT OF CHANCERY OF THE STATE OF DELAWARE BE THE EXCLUSIVE FORUM FOR CERTAIN LEGAL ACTIONS. 6. TO RATIFY THE APPOINTMENT OF DELOITTE Management For For & TOUCHE LLP, AN INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013.
DENNY'S CORPORATION SECURITY 24869P104 MEETING TYPE Annual TICKER SYMBOL DENN MEETING DATE 23-May-2013 ISIN US24869P1049 AGENDA 933786951 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1A. ELECTION OF DIRECTOR: GREGG R. Management For For DEDRICK 1B. ELECTION OF DIRECTOR: JOSE M. Management For For GUTIERREZ 1C. ELECTION OF DIRECTOR: GEORGE W. Management For For HAYWOOD 1D. ELECTION OF DIRECTOR: BRENDA J. Management For For LAUDERBACK 1E. ELECTION OF DIRECTOR: ROBERT E. MARKS Management For For 1F. ELECTION OF DIRECTOR: JOHN C. MILLER Management For For 1G. ELECTION OF DIRECTOR: LOUIS P. NEEB Management For For 1H. ELECTION OF DIRECTOR: DONALD C. Management For For ROBINSON 1I. ELECTION OF DIRECTOR: DEBRA SMITHART- Management For For OGLESBY 1J. ELECTION OF DIRECTOR: LAYSHA WARD Management For For 1K. ELECTION OF DIRECTOR: F. MARK Management For For WOLFINGER 2. RATIFY THE SELECTION OF KPMG LLP AS Management For For THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE CORPORATION AND ITS SUBSIDIARIES. 3. AN ADVISORY RESOLUTION TO APPROVE Management Abstain Against THE EXECUTIVE COMPENSATION OF THE COMPANY.
MOCON, INC. SECURITY 607494101 MEETING TYPE Annual TICKER SYMBOL MOCO MEETING DATE 23-May-2013 ISIN US6074941013 AGENDA 933789604 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. DIRECTOR Management 1 ROBERT L. DEMOREST For For 2 DONALD N. DEMORETT For For 3 ROBERT F. GALLAGHER For For 4 BRADLEY D. GOSKOWICZ For For 5 DANIEL W. MAYER For For 6 RICHARD A. PROULX For For 7 TOM C. THOMAS For For 8 DAVID J. WARD For For 2. ADVISORY VOTE ON EXECUTIVE Management Abstain Against COMPENSATION. 3. RATIFY THE SELECTION OF KPMG LLP AS Management For For OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013.
KATY INDUSTRIES, INC. SECURITY 486026107 MEETING TYPE Annual TICKER SYMBOL KATY MEETING DATE 23-May-2013 ISIN US4860261076 AGENDA 933810613 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. DIRECTOR Management 1 CHRISTOPHER W. ANDERSON For For 2 WILLIAM F. ANDREWS For For 3 SAMUEL P. FRIEDER For For 4 SHANT MARDIROSSIAN For For 2. TO RATIFY THE SELECTION OF UHY LLP AS Management For For THE INDEPENDENT PUBLIC ACCOUNTANTS OF KATY. 3. TO APPROVE, ON ADVISORY BASIS, THE Management For For COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. 4. TO ADVISE ON THE FREQUENCY OF THE Management 3 Years For ADVISORY VOTE ON THE EXECUTIVE COMPENSATION.
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.
TELEPHONE AND DATA SYSTEMS, INC. SECURITY 879433829 MEETING TYPE Contested-Annual TICKER SYMBOL TDS MEETING DATE 24-May-2013 ISIN US8794338298 AGENDA 933818051 - Opposition
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. DIRECTOR Management 1 RYAN J. MORRIS For For 2. COMPANY'S PROPOSAL TO RATIFY THE Management For For SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013. 3. COMPANY'S PROPOSAL TO APPROVE AN Management Against For AMENDMENT AND RESTATEMENT OF THE COMPANY'S RESTATED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS. 4. COMPANY'S PROPOSAL TO APPROVE Management Against For EXECUTIVE COMPENSATION ON AN ADVISORY BASIS. 5. SHAREHOLDER'S PROPOSAL TO Management For For RECAPITALIZE THE COMPANY'S OUTSTANDING STOCK.
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
FIDELITY NAT'L INFORMATION SERVICES INC SECURITY 31620M106 MEETING TYPE Annual TICKER SYMBOL FIS MEETING DATE 29-May-2013 ISIN US31620M1062 AGENDA 933784565 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1A. ELECTION OF DIRECTOR: STEPHAN A. Management For For JAMES 1B. ELECTION OF DIRECTOR: FRANK R. Management For For MARTIRE 1C. ELECTION OF DIRECTOR: GARY A. Management For For NORCROSS 1D. ELECTION OF DIRECTOR: JAMES B. Management For For STALLINGS, JR. 2. ADVISORY VOTE ON FIDELITY NATIONAL Management Abstain Against INFORMATION SERVICES, INC. EXECUTIVE COMPENSATION. 3. TO APPROVE THE AMENDMENT AND Management Against Against RESTATEMENT OF THE FIS 2008 OMNIBUS INCENTIVE PLAN. 4. TO RATIFY THE APPOINTMENT OF KPMG LLP Management For For AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2013 FISCAL YEAR.
EXXON MOBIL CORPORATION SECURITY 30231G102 MEETING TYPE Annual TICKER SYMBOL XOM MEETING DATE 29-May-2013 ISIN US30231G1022 AGENDA 933791243 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. DIRECTOR Management 1 M.J. BOSKIN For For 2 P. BRABECK-LETMATHE For For 3 U.M. BURNS For For 4 L.R. FAULKNER For For 5 J.S. FISHMAN For For 6 H.H. FORE For For 7 K.C. FRAZIER For For 8 W.W. GEORGE For For 9 S.J. PALMISANO For For 10 S.S REINEMUND For For 11 R.W. TILLERSON For For 12 W.C. WELDON For For 13 E.E. WHITACRE, JR. For For 2. RATIFICATION OF INDEPENDENT AUDITORS Management For For (PAGE 60) 3. ADVISORY VOTE TO APPROVE EXECUTIVE Management Abstain Against COMPENSATION (PAGE 61) 4. INDEPENDENT CHAIRMAN (PAGE 63) Shareholder Against For 5. MAJORITY VOTE FOR DIRECTORS (PAGE 64) Shareholder Against For 6. LIMIT DIRECTORSHIPS (PAGE 65) Shareholder Against For 7. REPORT ON LOBBYING (PAGE 66) Shareholder Against For 8. POLITICAL CONTRIBUTIONS POLICY (PAGE 67) Shareholder Against For 9. AMENDMENT OF EEO POLICY (PAGE 69) Shareholder Against For 10. REPORT ON NATURAL GAS PRODUCTION Shareholder Against For (PAGE 70) 11. GREENHOUSE GAS EMISSIONS GOALS Shareholder Against For (PAGE 72)
LIN TV CORP. SECURITY 532774106 MEETING TYPE Annual TICKER SYMBOL TVL MEETING DATE 29-May-2013 ISIN US5327741063 AGENDA 933794035 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. DIRECTOR Management 1 W.S. BANOWSKY, JR. For For 2 DR. W.H. CUNNINGHAM For For 2. TO RATIFY THE SELECTION OF Management For For PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF LIN TV CORP. FOR THE YEAR ENDING DECEMBER 31, 2013.
NOVAGOLD RESOURCES INC. SECURITY 66987E206 MEETING TYPE Annual and Special Meeting TICKER SYMBOL NG MEETING DATE 29-May-2013 ISIN CA66987E2069 AGENDA 933807248 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 01 DIRECTOR Management 1 SHARON E. DOWDALL For For 2 DR. MARC FABER For For 3 DR. THOMAS S. KAPLAN For For 4 GREGORY A. LANG For For 5 GILLYEARD J. LEATHLEY For For 6 IGOR LEVENTAL For For 7 KALIDAS V. MADHAVPEDDI For For 8 GERALD J. MCCONNELL For For 9 CLYNTON R. NAUMAN For For 10 RICK VAN NIEUWENHUYSE For For 11 ANTHONY P. WALSH For For 02 APPOINTMENT OF Management For For PRICEWATERHOUSECOOPERS LLP AS AUDITORS OF THE CORPORATION FOR THE ENSUING YEAR AND AUTHORIZING THE DIRECTORS TO FIX THEIR REMUNERATION. 03 TO CONSIDER AND, IF DEEMED ADVISABLE, Management For For PASS AN ORDINARY RESOLUTION AUTHORIZING THE COMPANY TO ENTER INTO AN AMENDING AGREEMENT TO AN ESCROW AGREEMENT GOVERNING CERTAIN ESCROWED SHARES, AS MORE PARTICULARLY SET FORTH IN APPENDIX A TO THE ACCOMPANYING MANAGEMENT INFORMATION CIRCULAR. 04 TO CONSIDER AND, IF DEEMED ADVISABLE, PASS A SPECIAL RESOLUTION AUTHORIZING THE CONTINUANCE OF THE COMAPNY TO BRITISH COLUMBIA, AS MORE PARTICULARLY SET FORTH IN APPENDIX B TO THE ACCOMPANYING MANAGEMENT INFORMATION CIRCULAR. Management For For
GRUPO MODELO SAB DE CV SECURITY P4833F104 MEETING TYPE ExtraOrdinary General Meeting TICKER SYMBOL MEETING DATE 30-May-2013 ISIN MXP4833F1044 AGENDA 704519909 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- CMMT PLEASE NOTE THAT THIS IS A REVISION Non-Voting DUE TO DELETION OF COMMENT. 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. I Discussion and approval its case maybe about to Management For For matters removal from plant of Piedras Negras, the property of the company Cerveceria De Coahuila S.DE R.L. DE C.V. as part of agreement with the Department of Justice of the United States, and celebration of a perpetuity license regarding some brands of Grupo Modelo for distribution in the United States and other events related to the previous resolutions therefore II Designation of delegates to carry out resolutions Management For For adopted by the meeting and its case formalize as proceed
SLM CORPORATION SECURITY 78442P106 MEETING TYPE Annual TICKER SYMBOL SLM MEETING DATE 30-May-2013 ISIN US78442P1066 AGENDA 933797132 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1A. ELECTION OF DIRECTOR: ANN TORRE Management For For BATES 1B. ELECTION OF DIRECTOR: W.M. Management For For DIEFENDERFER III 1C. ELECTION OF DIRECTOR: DIANE SUITT Management For For GILLELAND 1D. ELECTION OF DIRECTOR: EARL A. GOODE Management For For 1E. ELECTION OF DIRECTOR: RONALD F. HUNT Management For For 1F. ELECTION OF DIRECTOR: ALBERT L. LORD Management For For 1G. ELECTION OF DIRECTOR: BARRY A. MUNITZ Management For For 1H. ELECTION OF DIRECTOR: HOWARD H. Management For For NEWMAN 1I. ELECTION OF DIRECTOR: FRANK C. PULEO Management For For 1J. ELECTION OF DIRECTOR: WOLFGANG Management For For SCHOELLKOPF 1K. ELECTION OF DIRECTOR: STEVEN L. Management For For SHAPIRO 1L. ELECTION OF DIRECTOR: ANTHONY P. Management For For TERRACCIANO 1M. ELECTION OF DIRECTOR: BARRY L. Management For For WILLIAMS 2. ADVISORY APPROVAL OF THE COMPANY'S Management Abstain Against EXECUTIVE COMPENSATION. 3. RATIFICATION OF THE APPOINTMENT OF Management For For KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013. 4. STOCKHOLDER PROPOSAL REGARDING Shareholder Against For DISCLOSURE OF LOBBYING EXPENDITURES AND CONTRIBUTIONS.
ELAN CORPORATION, PLC SECURITY 284131208 MEETING TYPE Annual TICKER SYMBOL ELN MEETING DATE 30-May-2013 ISIN US2841312083 AGENDA 933817578 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- O1 TO RECEIVE AND CONSIDER THE FINANCIAL Management For For STATEMENTS, DIRECTORS REPORT AND AUDITORS REPORT FOR THE YEAR ENDED 31 DECEMBER 2012. O2 TO RECEIVE AND CONSIDER THE REPORT Management For For BY THE LEADERSHIP, DEVELOPMENT AND COMPENSATION COMMITTEE FOR THE YEAR ENDED 31 DECEMBER 2012. O3A TO RE-ELECT MR. ROBERT INGRAM. Management For For O3B TO RE-ELECT MR. GARY KENNEDY. Management For For O3C TO RE-ELECT MR. PATRICK KENNEDY. Management For For O3D TO RE-ELECT MR. KELLY MARTIN. Management For For O3E TO RE-ELECT MR. KIERAN MCGOWAN. Management For For O3F TO RE-ELECT MR. KYRAN MCLAUGHLIN. Management For For O3G TO RE-ELECT MR. DONAL O'CONNOR. Management For For O3H TO RE-ELECT MR. RICHARD PILNIK. Management For For O3I TO RE-ELECT DR. ANDREW VON ESCHENBACH. Management For For O4 TO AUTHORISE THE DIRECTORS TO FIX THE Management For For REMUNERATION OF THE AUDITORS. O5 TO AUTHORISE THE DIRECTORS TO ALLOT Management For For AND ISSUE RELEVANT SECURITIES. S6 TO AUTHORISE THE DISAPPLICATION OF Management Against Against PRE-EMPTION RIGHTS. S7 TO REDUCE THE AUTHORISED BUT UN- Management For For ISSUED SHARE CAPITAL OF THE COMPANY, REGARDING THE "B" EXECUTIVE AND NON- VOTING EXECUTIVE SHARES, AND AMEND THE MEMORANDUM & ARTICLES OF ASSOCIATION ACCORDINGLY. S8 TO AUTHORISE THE COMPANY TO MAKE Management For For MARKET PURCHASES OF ITS OWN SHARES. S9 TO SET THE RE-ISSUE PRICE RANGE FOR Management For For TREASURY SHARES. S10 TO RETAIN A 14 DAY NOTICE PERIOD FOR Management For For EXTRAORDINARY GENERAL MEETINGS.
HOT TOPIC, INC. SECURITY 441339108 MEETING TYPE Special TICKER SYMBOL HOTT MEETING DATE 31-May-2013 ISIN US4413391081 AGENDA 933826476 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. TO APPROVE THE AGREEMENT AND PLAN Management For For OF MERGER (THE "MERGER AGREEMENT"), DATED AS OF MARCH 6, 2013, AMONG 212F HOLDINGS LLC, HT MERGER SUB INC. AND HOT TOPIC, INC., UNDER WHICH HT MERGER SUB INC. WILL MERGE WITH AND INTO HOT TOPIC, INC., WHICH WILL SURVIVE THE MERGER AND BECOME AN AFFILIATE OF 212F HOLDINGS LLC (THE "MERGER"), AND TO APPROVE THE PRINCIPAL TERMS OF MERGER. 2. TO APPROVE, ON AN ADVISORY BASIS, THE Management Abstain Against MERGER-RELATED COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. 3. TO APPROVE A PROPOSAL TO ADJOURN Management For For THE SPECIAL MEETING, IF NECESSARY, FOR THE PURPOSE OF SOLICITING ADDITIONAL PROXIES TO VOTE IN FAVOR OF THE APPROVAL OF THE MERGER AGREEMENT AND THE PRINCIPAL TERMS OF THE MERGER.
NYSE EURONEXT SECURITY 629491101 MEETING TYPE Special TICKER SYMBOL NYX MEETING DATE 03-Jun-2013 ISIN US6294911010 AGENDA 933816362 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. TO ADOPT THE AMENDED AND RESTATED Management For For AGREEMENT AND PLAN OF MERGER, DATED AS OF MARCH 19, 2013, BY AND AMONG INTERCONTINENTAL EXCHANGE, INC., INTERCONTINENTAL EXCHANGE GROUP, INC., NYSE EURONEXT, BRAVES MERGER SUB, INC. AND BASEBALL MERGER SUB, LLC. APPROVAL OF THIS PROPOSAL IS REQUIRED TO COMPLETE THE MERGER. 2. TO APPROVE, ON A NON-BINDING ADVISORY Management Abstain Against BASIS, THE COMPENSATION TO BE PAID TO NYSE EURONEXT'S NAMED EXECUTIVE OFFICERS THAT IS BASED ON OR OTHERWISE RELATES TO THE MERGER. 3. TO APPROVE ONE OR MORE Management For For ADJOURNMENTS OF THE NYSE EURONEXT SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, INCLUDING ADJOURNMENTS TO PERMIT FURTHER SOLICITATION OF PROXIES IN FAVOR OF PROPOSAL NO. 1.
MCMORAN EXPLORATION CO. SECURITY 582411104 MEETING TYPE Special TICKER SYMBOL MMR MEETING DATE 03-Jun-2013 ISIN US5824111042 AGENDA 933820070 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1 TO APPROVE THE PROPOSED AMENDMENT Management For For TO ARTICLE X SECTION (K) OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MCMORAN EXPLORATION CO. TO EXCLUDE FREEPORT- MCMORAN COPPER & GOLD INC. FROM THE DEFINITION OF "INTERESTED STOCKHOLDER" SOLELY FOR THE PURPOSES OF THE TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT (AS DEFINED IN ITEM 2 BELOW). 2 TO APPROVE THE ADOPTION OF THE Management For For AGREEMENT AND PLAN OF MERGER, DATED AS OF DECEMBER 5, 2012, BY AND AMONG MCMORAN EXPLORATION CO., FREEPORT- MCMORAN COPPER & GOLD INC., AND INAVN CORP., ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. 3 TO APPROVE THE ADJOURNMENT OF THE Management For For MCMORAN EXPLORATION CO. SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, IN THE VIEW OF THE MCMORAN EXPLORATION CO. BOARD OF DIRECTORS, TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF THE CHARTER AMENDMENT PROPOSAL OR THE MERGER PROPOSAL IF THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF SUCH ADJOURNMENT TO APPROVE EITHER PROPOSAL.
MOSYS, INC. SECURITY 619718109 MEETING TYPE Annual TICKER SYMBOL MOSY MEETING DATE 04-Jun-2013 ISIN US6197181091 AGENDA 933797803 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. DIRECTOR Management 1 TOMMY ENG For For 2 CHI-PING HSU For For 3 STEPHEN L. DOMENIK For For 4 VICTOR K. LEE For For 5 LEONARD PERHAM For For 2. THE RATIFICATION OF THE APPOINTMENT Management For For OF BURR PILGER MAYER, INC. AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013.
LIBERTY INTERACTIVE CORPORATION SECURITY 53071M880 MEETING TYPE Annual TICKER SYMBOL LVNTA MEETING DATE 04-Jun-2013 ISIN US53071M8800 AGENDA 933803947 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. DIRECTOR Management 1 JOHN C. MALONE For For 2 M. IAN G. GILCHRIST For For 3 ANDREA L. WONG For For 2. A PROPOSAL TO ADOPT THE LIBERTY Management Against Against INTERACTIVE CORPORATION 2012 INCENTIVE PLAN. 3. A PROPOSAL TO RATIFY THE SELECTION OF Management For For KPMG LLP AS OUR INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013.
LIBERTY INTERACTIVE CORPORATION SECURITY 53071M104 MEETING TYPE Annual TICKER SYMBOL LINTA MEETING DATE 04-Jun-2013 ISIN US53071M1045 AGENDA 933803947 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. DIRECTOR Management 1 JOHN C. MALONE For For 2 M. IAN G. GILCHRIST For For 3 ANDREA L. WONG For For 2. A PROPOSAL TO ADOPT THE LIBERTY Management Against Against INTERACTIVE CORPORATION 2012 INCENTIVE PLAN. 3. A PROPOSAL TO RATIFY THE SELECTION OF Management For For KPMG LLP AS OUR INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013.
VIRGIN MEDIA INC SECURITY 92769L101 MEETING TYPE Special TICKER SYMBOL VMED MEETING DATE 04-Jun-2013 ISIN US92769L1017 AGENDA 933821678 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. PROPOSAL TO ADOPT THE MERGER Management For For AGREEMENT, DATED AS OF FEBRUARY 5, 2013, AS AMENDED FROM TIME TO TIME, WITH LIBERTY GLOBAL, INC. AND CERTAIN AFFILIATES. 2. PROPOSAL TO APPROVE, ON AN ADVISORY Management Abstain Against NON-BINDING BASIS, THE COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO VIRGIN MEDIA'S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE VIRGIN MEDIA MERGERS PROVIDED FOR IN THE MERGER AGREEMENT. 3. PROPOSAL TO ADJOURN THE SPECIAL Management For For MEETING TO A LATER DATE IF THERE ARE INSUFFICIENT VOTES TO APPROVE PROPOSAL 1 AT THE TIME OF THE SPECIAL MEETING.
T-MOBILE US, INC. SECURITY 872590104 MEETING TYPE Annual TICKER SYMBOL TMUS MEETING DATE 04-Jun-2013 ISIN US8725901040 AGENDA 933828254 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. DIRECTOR Management 1 W. MICHAEL BARNES For For 2 SRIKANT DATAR For For 3 LAWRENCE H. GUFFEY For For 4 TIMOTHEUS HOTTGES For For 5 RAPHAEL KUBLER For For 6 THORSTEN LANGHEIM For For 7 JOHN J. LEGERE For For 8 RENE OBERMANN For For 9 JAMES N. PERRY, JR. For For 10 TERESA A. TAYLOR For For 11 KELVIN R. WESTBROOK For For 2. RATIFICATION OF APPOINTMENT OF Management For For PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2013. 3. APPROVAL OF THE T-MOBILE US, INC. 2013 Management Against Against OMNIBUS INCENTIVE PLAN.
SAKS INCORPORATED SECURITY 79377W108 MEETING TYPE Annual TICKER SYMBOL SKS MEETING DATE 05-Jun-2013 ISIN US79377W1080 AGENDA 933808149 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. DIRECTOR Management 1 FABIOLA R. ARREDONDO For For 2 ROBERT B. CARTER For For 3 MICHAEL S. GROSS For For 4 DONALD E. HESS For For 5 MARGUERITE W. KONDRACKE For For 6 JERRY W. LEVIN For For 7 NORA P. MCANIFF For For 8 STEPHEN I. SADOVE For For 9 JACK L. STAHL For For 2. RATIFICATION OF THE APPOINTMENT OF Management For For PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2013 FISCAL YEAR. 3. APPROVAL OF THE COMPANY'S AMENDED Management Abstain Against AND RESTATED 2009 LONG-TERM INCENTIVE PLAN.
AMERISTAR CASINOS, INC. SECURITY 03070Q101 MEETING TYPE Annual TICKER SYMBOL ASCA MEETING DATE 05-Jun-2013 ISIN US03070Q1013 AGENDA 933818633 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. DIRECTOR Management 1 CARL BROOKS For For 2 GORDON R. KANOFSKY For For 3 J. WILLIAM RICHARDSON For For 2. PROPOSAL TO RATIFY THE SELECTION OF Management For For THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013. 3. PROPOSAL TO APPROVE, ON AN ADVISORY Management Abstain Against BASIS, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE PROXY STATEMENT.
AMC NETWORKS INC SECURITY 00164V103 MEETING TYPE Annual TICKER SYMBOL AMCX MEETING DATE 06-Jun-2013 ISIN US00164V1035 AGENDA 933804165 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. DIRECTOR Management 1 NEIL M. ASHE For For 2 ALAN D. SCHWARTZ For For 3 LEONARD TOW For For 4 CARL E. VOGEL For For 5 ROBERT C. WRIGHT For For 2. TO RATIFY THE APPOINTMENT OF KPMG LLP Management For For AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR FISCAL YEAR 2013
WESTERNZAGROS RESOURCES LTD. SECURITY 960008100 MEETING TYPE Annual and Special Meeting TICKER SYMBOL WZGRF MEETING DATE 06-Jun-2013 ISIN CA9600081009 AGENDA 933826111 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 01 DIRECTOR Management 1 DAVID J. BOONE For For 2 FRED J. DYMENT For For 3 JOHN FRANGOS For For 4 M. SIMON HATFIELD For For 5 JAMES C. HOUCK For For 6 JOHN M. HOWLAND For For 7 RANDALL OLIPHANT For For 8 ERIC STOERR For For 9 WILLIAM WALLACE For For 02 ON THE APPOINTMENT OF Management For For PRICEWATERHOUSECOOPERS LLP, CHARTERED ACCOUNTANTS, AS AUDITORS OF THE CORPORATION AT SUCH REMUNERATION AS MAY BE APPROVED BY THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF THE CORPORATION: 03 ON THE RENEWAL AND APPROVAL OF THE Management For For CORPORATION'S STOCK OPTION PLAN AS SET FORTH IN THE ACCOMPANYING INFORMATION CIRCULAR OF THE CORPORATION. 04 ON THE EXTENSION OF THE Management Against Against CORPORATION'S SHAREHOLDER RIGHTS PLAN AND APPROVAL OF AN AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT AS SET FORTH IN THE ACCOMPANYING INFORMATION CIRCULAR OF THE CORPORATION. 05 ON THE CONFIRMATION OF AN ADDITIONAL Management Against Against BY-LAW OF THE CORPORATION PROVIDING FOR ADVANCE NOTICE OF DIRECTOR NOMINATIONS AS SET FORTH IN THE ACCOMPANYING INFORMATION CIRCULAR OF THE CORPORATION.
GRUPO MODELO SAB DE CV SECURITY P4833F104 MEETING TYPE ExtraOrdinary General Meeting TICKER SYMBOL MEETING DATE 07-Jun-2013 ISIN MXP4833F1044 AGENDA 704576745 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- CMMT PLEASE NOTE THAT THIS IS AN Non-Voting AMENDMENT TO MEETING ID 201288 DUE TO POSTPONEMENT-OF THE MEETING DATE FROM 30 MAY 2013 TO 07 JUN 2013 AND CHANGE IN RECORD DATE-FROM 22 MAY 2013 TO 30 MAY 2013. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. 1 Discussion and approval its case maybe about to Management For For matters removal from plant of Piedras Negras, the property of the company Cerveceria De Coahuila S.DE R.L. DE C.V. as part of agreement with the Department of Justice of the United States, and celebration of a perpetuity license regarding some brands of Grupo Modelo for distribution in the United States and other events related to the previous resolutions therefore 2 Designation of delegates to carry out resolutions Management For For adopted by the meeting and its case formalize as proceed
SOFTCHOICE CORPORATION SECURITY 83401X108 MEETING TYPE Special TICKER SYMBOL SFCJF MEETING DATE 10-Jun-2013 ISIN CA83401X1087 AGENDA 933827618 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 01 A SPECIAL RESOLUTION, THE FULL TEXT OF Management For For WHICH IS SET FORTH IN APPENDIX A TO THE MANAGEMENT INFORMATION CIRCULAR OF SOFTCHOICE CORPORATION DATED MAY 10, 2013 (THE "INFORMATION CIRCULAR"), APPROVING AN ARRANGEMENT UNDER SECTION 192 OF THE CANADA BUSINESS CORPORATIONS ACT, ALL AS MORE PARTICULARLY DESCRIBED IN THE INFORMATION CIRCULAR.
EXCO RESOURCES, INC. SECURITY 269279402 MEETING TYPE Annual TICKER SYMBOL XCO MEETING DATE 11-Jun-2013 ISIN US2692794025 AGENDA 933810916 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. DIRECTOR Management 1 DOUGLAS H. MILLER For For 2 JEFFREY D. BENJAMIN For For 3 EARL E. ELLIS For For 4 B. JAMES FORD For For 5 SAMUEL A. MITCHELL For For 6 T. BOONE PICKENS For For 7 WILBUR L. ROSS, JR. For For 8 JEFFREY S. SEROTA For For 9 ROBERT L. STILLWELL For For 2. AMENDMENT OF THE AMENDED AND Management Abstain Against RESTATED EXCO RESOURCES, INC. 2005 LONG-TERM INCENTIVE PLAN. 3. ADVISORY VOTE TO APPROVE EXECUTIVE Management Abstain Against COMPENSATION. 4. PROPOSAL TO RATIFY THE APPOINTMENT Management For For OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
RHOEN KLINIKUM AG, BAD NEUSTADT SECURITY D6530N119 MEETING TYPE Annual General Meeting TICKER SYMBOL MEETING DATE 12-Jun-2013 ISIN DE0007042301 AGENDA 704510987 - 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 22 MAY 2013, WHEREAS-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 28 MAY 2013. FURTHER INFORMATION ON COUNTER 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 IT-EMS, 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 approved Annual Financial Non-Voting Statements and the Consolidated-Financial Statements for the year ended 31 December 2012, as well as the Management Reports on the situation of the Company and of the Group for financial year 2012 (including the notes on the disclosures pursuant to sections 289 (4)-and (5), 315 (4) of the German Commercial Code (Handelsgesetzbuch, HGB), respectively, for financial year 2012) and the Report of the Supervisory Board for-financial year 2012 2. Resolution on the appropriation of the net Management No Action distributable profit 3.1 Resolution on formal approval of the actions of Management No Action the member of the Board of Management for financial year 2012: Martin Siebert 3.2 Resolution on formal approval of the actions of Management No Action the member of the Board of Management for financial year 2012: Wolfgang Pfoehler 3.3 Resolution on formal approval of the actions of Management No Action the member of the Board of Management for financial year 2012: Volker Feldkamp 3.4 Resolution on formal approval of the actions of Management No Action the member of the Board of Management for financial year 2012: Erik Hamann 3.5 Resolution on formal approval of the actions of Management No Action the member of the Board of Management for financial year 2012: Martin Menger 3.6 Resolution on formal approval of the actions of Management No Action the member of the Board of Management for financial year 2012: Jens-Peter Neumann 3.7 Resolution on formal approval of the actions of Management No Action the member of the Board of Management for financial year 2012: Irmgard Stippler 4.1 Resolution on formal approval of the actions of Management No Action the member of the Supervisory Board for financial year 2012: Eugen Muench 4.2 Resolution on formal approval of the actions of Management No Action the member of the Supervisory Board for financial year 2012: Joachim Lueddecke 4.3 Resolution on formal approval of the actions of Management No Action the member of the Supervisory Board for financial year 2012: Wolfgang Muendel 4.4 Resolution on formal approval of the actions of Management No Action the member of the Supervisory Board for financial year 2012: Peter Berghoefer 4.5 Resolution on formal approval of the actions of Management No Action the member of the Supervisory Board for financial year 2012: Bettina Boettcher 4.6 Resolution on formal approval of the actions of Management No Action the member of the Supervisory Board for financial year 2012: Sylvia Buehler 4.7 Resolution on formal approval of the actions of Management No Action the member of the Supervisory Board for financial year 2012: Helmut Buehner 4.8 Resolution on formal approval of the actions of Management No Action the member of the Supervisory Board for financial year 2012: Gerhard Ehninger 4.9 Resolution on formal approval of the actions of Management No Action the member of the Supervisory Board for financial year 2012: Stefan Haertel 4.10 Resolution on formal approval of the actions of Management No Action the member of the Supervisory Board for financial year 2012: Caspar Von Hauenschild 4.11 Resolution on formal approval of the actions of Management No Action the member of the Supervisory Board for financial year 2012: Detlef Klimpe 4.12 Resolution on formal approval of the actions of Management No Action the member of the Supervisory Board for financial year 2012: Heinz Korte 4.13 Resolution on formal approval of the actions of Management No Action the member of the Supervisory Board for financial year 2012: Karl W. Lauterbach 4.14 Resolution on formal approval of the actions of Management No Action the member of the Supervisory Board for financial year 2012: Michael Mendel 4.15 Resolution on formal approval of the actions of Management No Action the member of the Supervisory Board for financial year 2012: Ruediger Merz 4.16 Resolution on formal approval of the actions of Management No Action the member of the Supervisory Board for financial year 2012: Brigitte Mohn 4.17 Resolution on formal approval of the actions of Management No Action the member of the Supervisory Board for financial year 2012: Annett Mueller 4.18 Resolution on formal approval of the actions of Management No Action the member of the Supervisory Board for financial year 2012: Jens-Peter Neumann 4.19 Resolution on formal approval of the actions of Management No Action the member of the Supervisory Board for financial year 2012: Werner Prange 4.20 Resolution on formal approval of the actions of Management No Action the member of the Supervisory Board for financial year 2012: Jan Schmitt 4.21 Resolution on formal approval of the actions of Management No Action the member of the Supervisory Board for financial year 2012: Georg Schulze-Ziehaus 5. Resolution on the election to the Supervisory Management No Action Board: Dr. Heinz Korte 6. Election of the statutory auditor for the financial Management No Action year 2013: PricewaterhouseCoopers Aktiengesellschaft 7. Resolution on Amendment to the Articles of Registration No Action Association by Deletion of Section 17 (4), 1st Sub-paragraph
THE PEP BOYS - MANNY, MOE & JACK SECURITY 713278109 MEETING TYPE Annual TICKER SYMBOL PBY MEETING DATE 12-Jun-2013 ISIN US7132781094 AGENDA 933805674 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1A. ELECTION OF DIRECTOR: JANE SCACCETTI Management For For 1B. ELECTION OF DIRECTOR: JOHN T. Management For For SWEETWOOD 1C. ELECTION OF DIRECTOR: M. SHAN ATKINS Management For For 1D. ELECTION OF DIRECTOR: ROBERT H. HOTZ Management For For 1E. ELECTION OF DIRECTOR: JAMES A. Management For For MITAROTONDA 1F. ELECTION OF DIRECTOR: NICK WHITE Management For For 1G. ELECTION OF DIRECTOR: MICHAEL R. Management For For ODELL 1H. ELECTION OF DIRECTOR: ROBERT Management For For ROSENBLATT 1I. ELECTION OF DIRECTOR: ANDREA M. WEISS Management For For 2. AN ADVISORY RESOLUTION ON EXECUTIVE Management Abstain Against COMPENSATION. 3. THE RATIFICATION OF THE APPOINTMENT Management For For OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
MENTOR GRAPHICS CORPORATION SECURITY 587200106 MEETING TYPE Annual TICKER SYMBOL MENT MEETING DATE 12-Jun-2013 ISIN US5872001061 AGENDA 933822199 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. DIRECTOR Management 1 KEITH L. BARNES For For 2 PETER L. BONFIELD For For 3 GREGORY K. HINCKLEY For For 4 J. DANIEL MCCRANIE For For 5 KEVIN C. MCDONOUGH For For 6 PATRICK B. MCMANUS For For 7 WALDEN C. RHINES For For 8 DAVID S. SCHECHTER For For 2. SHAREHOLDER ADVISORY VOTE ON Management Abstain Against EXECUTIVE COMPENSATION. 3. SHAREHOLDER PROPOSAL REGARDING Shareholder For N/A MAJORITY VOTING FOR THE ELECTION OF DIRECTORS. 4. PROPOSAL TO RATIFY THE APPOINTMENT Management For For OF KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR ITS FISCAL YEAR ENDING JANUARY 31, 2014.
ASSET ACCEPTANCE CAPITAL CORP. SECURITY 04543P100 MEETING TYPE Special TICKER SYMBOL AACC MEETING DATE 13-Jun-2013 ISIN US04543P1003 AGENDA 933825070 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1 APPROVAL AND ADOPTION OF THE Management For For AGREEMENT AND PLAN OF MERGER, DATED AS OF MARCH 6, 2013 (THE "MERGER AGREEMENT"), BY AND AMONG AACC, ENCORE CAPITAL GROUP, INC., A DELAWARE CORPORATION ("ENCORE"), AND PINNACLE SUB, INC., A DELAWARE CORPORATION AND A WHOLLY OWNED SUBSIDIARY OF ENCORE ("MERGER SUB"), ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. 2 THE ADVISORY (NON-BINDING) APPROVAL Management Abstain Against OF CERTAIN "GOLDEN PARACHUTE" COMPENSATION PAYABLE TO AACC NAMED EXECUTIVE OFFICERS WHICH IS RELATED TO THE MERGER. 3 APPROVAL OF ANY ADJOURNMENT OR Management For For POSTPONEMENT OF THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING (OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF) TO ADOPT THE MERGER AGREEMENT.
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 RESOLUTION. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL 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 URL LINK: https://materials.proxyvote.com/Approved/99999 Z/19840101/NPS_168664.PDF 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 RESOLUTION 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.
ELAN CORPORATION, PLC SECURITY 284131208 MEETING TYPE Contested-Special TICKER SYMBOL ELN MEETING DATE 17-Jun-2013 ISIN US2841312083 AGENDA 933838661 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. TO AUTHORIZE THE COMPANY TO ENTER Management Against Against INTO THE THERAVANCE TRANSACTION AS SET OUT IN THE CIRCULAR TO ELAN SHAREHOLDERS DATED 24 MAY 2013. 2. TO AUTHORIZE THE COMPANY TO ENTER Management Against Against INTO THE AOP TRANSACTION AS SET OUT IN THE CIRCULAR TO ELAN SHAREHOLDERS DATED 24 MAY 2013. 3. TO AUTHORIZE THE COMPANY TO ENTER Management Against Against INTO THE ELND005 TRANSACTION AS SET OUT IN THE CIRCULAR TO ELAN SHAREHOLDERS DATED 24 MAY 2013. 4. TO AUTHORIZE THE COMPANY TO ENTER Management Against Against INTO THE SHARE REPURCHASE PROGRAM AS SET OUT IN THE CIRCULAR TO ELAN SHAREHOLDERS DATED 24 MAY 2013.
NETSPEND HOLDINGS, INC (NTSP) SECURITY 64118V106 MEETING TYPE Special TICKER SYMBOL NTSP MEETING DATE 18-Jun-2013 ISIN US64118V1061 AGENDA 933807945 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. TO ADOPT THE AGREEMENT AND PLAN OF Management For For MERGER, DATED AS OF FEBRUARY 19, 2013, BY AND AMONG TOTAL SYSTEM SERVICES, INC., GENERAL MERGER SUB, INC. AND NETSPEND HOLDINGS, INC., 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 AGREEMENT AND PLAN OF MERGER, IF THERE ARE INSUFFICIENT VOTES TO ADOPT THE AGREEMENT AND PLAN OF MERGER AT THE TIME OF THE SPECIAL MEETING. 3. TO APPROVE A NON-BINDING ADVISORY Management Abstain Against PROPOSAL TO APPROVE CERTAIN AGREEMENTS WITH, AND ITEMS OF COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO, NETSPEND HOLDINGS, INC.'S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER CONTEMPLATED BY THE AGREEMENT AND PLAN OF MERGER.
MASTERCARD INCORPORATED SECURITY 57636Q104 MEETING TYPE Annual TICKER SYMBOL MA MEETING DATE 18-Jun-2013 ISIN US57636Q1040 AGENDA 933809761 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1A. ELECTION OF DIRECTOR: RICHARD Management For For HAYTHORNTHWAITE 1B. ELECTION OF DIRECTOR: AJAY BANGA Management For For 1C. ELECTION OF DIRECTOR: SILVIO BARZI Management For For 1D. ELECTION OF DIRECTOR: DAVID R. Management For For CARLUCCI 1E. ELECTION OF DIRECTOR: STEVEN J. Management For For FREIBERG 1F. ELECTION OF DIRECTOR: NANCY J. KARCH Management For For 1G. ELECTION OF DIRECTOR: MARC OLIVIE Management For For 1H. ELECTION OF DIRECTOR: RIMA QURESHI Management For For 1I. ELECTION OF DIRECTOR: JOSE OCTAVIO Management For For REYES LAGUNES 1J. ELECTION OF DIRECTOR: MARK SCHWARTZ Management For For 1K. ELECTION OF DIRECTOR: JACKSON P. TAI Management For For 1L. ELECTION OF DIRECTOR: EDWARD SUNING Management For For TIAN 2. ADVISORY APPROVAL OF THE COMPANY'S Management Abstain Against EXECUTIVE COMPENSATION 3. RATIFICATION OF THE APPOINTMENT OF Management For For PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
ASIA SATELLITE TELECOMMUNICATIONS HOLDINGS LTD SECURITY G0534R108 MEETING TYPE Annual General Meeting TICKER SYMBOL MEETING DATE 19-Jun-2013 ISIN BMG0534R1088 AGENDA 704570123 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- CMMT PLEASE NOTE THAT SHAREHOLDERS ARE Non-Voting ALLOWED TO VOTE 'IN FAVOR' OR 'AGAINST'-ONLY 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/ 2013/0515/LTN20130515195.pdf-AND- http://www.hkexnews.hk/listedco/listconews/sehk/ 2013/0515/LTN20130515207.pdf 1 To receive and approve the audited consolidated Management For For financial statements for the year ended 31 December 2012 and the reports of the Directors and auditor thereon 2 To declare a final dividend of HKD 0.80 per share Management For For and a special dividend of HKD 1.00 per share for the year ended 31 December 2012 3.a To re-elect Mr. Ju Wei Min as a Director Management For For 3.b To re-elect Mr. Luo Ning as a Director Management For For 3.c To re-elect Mr. James Watkins as a Director Management For For 3.d To re-elect Mr. Lee Hoi Yin Stephen as a Director Management For For 3.e To re-elect Mr. Kenneth McKelvie as a Director Management For For 3.f To re-elect Ms. Wong Hung Hung Maura as a Management For For Director 3.g To authorise the Board to fix the remuneration of Management For For the directors 4 To re-appoint PricewaterhouseCoopers as Management For For auditor of the Company and authorise the Board to fix their remuneration for the year ending 31 December 2013 5 To grant a general mandate to the Directors to Management For For allot, issue and dispose of new shares in the capital of the Company 6 To grant a general mandate to the Directors to Management For For repurchase shares of the Company 7 To extend, conditional upon the passing of Management For For Resolutions (5) and (6), the general mandate to allot, issue and dispose of new shares by adding the number of shares repurchased
NATIONAL FINANCIAL PARTNERS CORP. SECURITY 63607P208 MEETING TYPE Special TICKER SYMBOL NFP MEETING DATE 19-Jun-2013 ISIN US63607P2083 AGENDA 933831857 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. THE PROPOSAL TO ADOPT THE Management For For AGREEMENT AND PLAN OF MERGER (THE "MERGER AGREEMENT"), DATED AS OF APRIL 14, 2013, BY AND AMONG NATIONAL FINANCIAL PARTNERS CORP. ("NFP"), PATRIOT PARENT CORP. AND PATRIOT MERGER CORP. 2. THE PROPOSAL TO APPROVE, BY A NON- Management Abstain Against BINDING ADVISORY VOTE, THE SPECIFIED COMPENSATION ARRANGEMENTS DISCLOSED IN THE PROXY STATEMENT THAT MAY BE PAYABLE TO NFP'S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE CONSUMMATION OF THE MERGER. 3. THE PROPOSAL TO APPROVE THE Management For For ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE IN THE VIEW OF THE NFP BOARD OF DIRECTORS, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO ADOPT THE MERGER AGREEMENT.
HERITAGE OIL PLC, ST HELIER SECURITY G4509M102 MEETING TYPE Annual General Meeting TICKER SYMBOL MEETING DATE 20-Jun-2013 ISIN JE00B2Q4TN56 AGENDA 704531525 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1 To receive the Directors' Report and the financial Management For For statements of the Company for the year ended 31 December 2012, together with the report of the auditors 2 To approve the Directors' Remuneration Report Management For For contained in the financial statements and reports of the Company for the year ended 31 December 2012 3 To re-appoint KPMG Audit Plc as auditors of the Management For For Company 4 To authorise the Directors to determine the Management For For remuneration of the auditors 5 To re-elect Michael Hibberd as a Director of the Management For For Company 6 To re-elect Anthony Buckingham as a Director of Management For For the Company 7 To re-elect Paul Atherton as a Director of the Management For For Company 8 To re-elect Sir Michael Wilkes as a Director of the Management For For Company 9 To re-elect John McLeod as a Director of the Management For For Company 10 To re-elect Gregory Turnbull QC as a Director of Management For For the Company 11 To re-elect Carmen Rodriguez as a Director of Management For For the Company 12 To re-elect Mark Erwin as a Director of the Management For For Company 13 To approve the waiver granted by the Panel Management For For 14 To renew the authority conferred on the Directors Management For For by Article 10.4 of the Articles of Association of the Company 15 Dis-application of pre-emption rights Management Against Against 16 To authorise the Company to purchase its own Management For For shares 17 To approve the amendments to the Company's Management For For Articles of Association
URANIUM ONE INC. SECURITY 91701P105 MEETING TYPE Annual TICKER SYMBOL SXRZF MEETING DATE 21-Jun-2013 ISIN CA91701P1053 AGENDA 933836516 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 01 DIRECTOR Management 1 IAN TELFER For For 2 ANDREW ADAMS For For 3 PETER BOWIE For For 4 VADIM JIVOV For For 5 D. JEAN NORTIER For For 6 CHRISTOPHER SATTLER For For 7 PHILLIP SHIRVINGTON For For 8 KENNETH WILLIAMSON For For 9 ILYA YAMPOLSKIY For For 02 APPOINTMENT OF KPMG LLP, CHARTERED Management For For ACCOUNTANTS AS AUDITORS OF THE CORPORATION FOR THE ENSUING YEAR, AND TO AUTHORIZE THE DIRECTORS TO FIX THEIR REMUNERATION.
PALOMAR MEDICAL TECHNOLOGIES, INC. SECURITY 697529303 MEETING TYPE Special TICKER SYMBOL PMTI MEETING DATE 24-Jun-2013 ISIN US6975293035 AGENDA 933841618 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. TO ADOPT THE MERGER AGREEMENT Management For For 2. TO APPROVE, ON AN ADVISORY (NON- Management Abstain Against BINDING) BASIS, THE COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO PALOMAR'S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER 3. TO ADJOURN THE PALOMAR SPECIAL Management For For MEETING
YAHOO! INC. SECURITY 984332106 MEETING TYPE Annual TICKER SYMBOL YHOO MEETING DATE 25-Jun-2013 ISIN US9843321061 AGENDA 933818544 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1A. ELECTION OF DIRECTOR: JOHN D. HAYES Management For For 1B. ELECTION OF DIRECTOR: SUSAN M. JAMES Management For For 1C. ELECTION OF DIRECTOR: MAX R. LEVCHIN Management For For 1D. ELECTION OF DIRECTOR: PETER LIGUORI Management For For 1E. ELECTION OF DIRECTOR: DANIEL S. LOEB Management For For 1F. ELECTION OF DIRECTOR: MARISSA A. Management For For MAYER 1G. ELECTION OF DIRECTOR: THOMAS J. Management For For MCINERNEY 1H. ELECTION OF DIRECTOR: MAYNARD G. Management For For WEBB, JR. 1I. ELECTION OF DIRECTOR: HARRY J. WILSON Management For For 1J. ELECTION OF DIRECTOR: MICHAEL J. WOLF Management For For 2. APPROVAL, ON AN ADVISORY BASIS, OF Management Abstain Against THE COMPANY'S EXECUTIVE COMPENSATION. 3. RATIFICATION OF THE APPOINTMENT OF Management For For INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 4. SHAREHOLDER PROPOSAL REGARDING Shareholder Against For SOCIAL RESPONSIBILITY REPORT, IF PROPERLY PRESENTED AT THE ANNUAL MEETING. 5. SHAREHOLDER PROPOSAL REGARDING Shareholder Against For POLITICAL DISCLOSURE AND ACCOUNTABILITY, IF PROPERLY PRESENTED AT THE ANNUAL MEETING.
7 DAYS GROUP HOLDINGS LIMITED SECURITY 81783J101 MEETING TYPE Special TICKER SYMBOL SVN MEETING DATE 26-Jun-2013 ISIN US81783J1016 AGENDA 933846656 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- S1 AS A SPECIAL RESOLUTION, THE Management For For AGREEMENT AND PLAN OF MERGER DATED FEBRUARY 28, 2013 (THE "MERGER AGREEMENT") BY AND AMONG KEYSTONE LODGING HOLDINGS LIMITED ("HOLDCO"), KEYSTONE LODGING COMPANY LIMITED ("PARENT"), KEYSTONE LODGING ACQUISITION LIMITED, ("MERGER SUB") AND THE COMPANY, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. S2 AS A SPECIAL RESOLUTION, EACH OF THE Management For For MEMBERS OF THE SPECIAL COMMITTEE OF THE BOARD OF DIRECTORS OF THE COMPANY AND THE CHIEF FINANCIAL OFFICER OF THE COMPANY BE AUTHORIZED TO DO ALL THINGS NECESSARY TO GIVE EFFECT TO THE MERGER AGREEMENT. O3 AS AN ORDINARY RESOLUTION, THE Management For For CHAIRMAN OF THE MEETING BE INSTRUCTED TO ADJOURN OR POSTPONE EXTRAORDINARY GENERAL MEETING IN ORDER TO ALLOW COMPANY TO SOLICIT ADDITIONAL PROXIES IN THE EVENT THAT THERE ARE INSUFFICIENT PROXIES RECEIVED AT THE TIME OF THE EXTRAORDINARY GENERAL MEETING TO PASS THE SPECIAL RESOLUTIONS TO BE PROPOSED AT THE EXTRAORDINARY GENERAL MEETING.
LUFKIN INDUSTRIES, INC. SECURITY 549764108 MEETING TYPE Special TICKER SYMBOL LUFK MEETING DATE 27-Jun-2013 ISIN US5497641085 AGENDA 933842812 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. TO APPROVE THE AGREEMENT AND PLAN Management For For OF MERGER, DATED AS OF APRIL 5, 2013, BY AND AMONG GENERAL ELECTRIC COMPANY, RED ACQUISITION, INC., AND LUFKIN INDUSTRIES, INC., AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME 2. TO ADJOURN THE SPECIAL MEETING, IF Management For For NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE MEETING TO APPROVE THE MERGER AGREEMENT 3. TO APPROVE, ON A NON-BINDING, Management For For ADVISORY BASIS, THE COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO LUFKIN INDUSTRIES, INC.'S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER
ORIENT-EXPRESS HOTELS LTD. SECURITY G67743107 MEETING TYPE Annual TICKER SYMBOL OEH MEETING DATE 28-Jun-2013 ISIN BMG677431071 AGENDA 933824383 - Management
FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ---- ------------------------------------------------------------ ----------- -------------- ----------- 1. DIRECTOR Management 1 HARSHA V. AGADI Withheld Against 2 JOHN D. CAMPBELL Withheld Against 3 ROLAND A. HERNANDEZ For For 4 MITCHELL C. HOCHBERG Withheld Against 5 RUTH A. KENNEDY Withheld Against 6 PRUDENCE M. LEITH Withheld Against 7 GEORG R. RAFAEL Withheld Against 8 JOHN M. SCOTT III For For 2. APPOINTMENT OF DELOITTE LLP AS THE Management For For COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, AND AUTHORIZATION OF THE AUDIT COMMITTEE TO FIX ACCOUNTING FIRM'S REMUNERATION.
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 Gabelli Investor Funds, Inc. By (Signature and Title)* /s/ Bruce N. Alpert --------------------------------------------- Bruce N. Alpert, Principal Executive Officer Date 8/6/13 * Print the name and title of each signing officer under his or her signature.