N-PX
1
npx_gabcapseries.txt
GABELLI CAPITAL SERIES 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 811-07644
Gabelli Capital Series 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.
THE COCA-COLA COMPANY
SECURITY 191216100 MEETING TYPE Special
TICKER SYMBOL KO MEETING DATE 10-Jul-2012
ISIN US1912161007 AGENDA 933646385 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
01 TO AMEND ARTICLE FOURTH OF THE Management For For
COMPANY'S RESTATED CERTIFICATE OF
INCORPORATION, AS AMENDED, TO
INCREASE THE AUTHORIZED COMMON
STOCK OF THE COMPANY FROM
5,600,000,000 SHARES, PAR VALUE $.25 PER
SHARE, TO 11,200,000,000 SHARES, PAR
VALUE $.25 PER SHARE, AND TO EFFECT A
SPLIT OF THE ISSUED COMMON STOCK OF
THE COMPANY BY CHANGING EACH ISSUED
SHARE OF COMMON STOCK INTO TWO SHARES OF COMMON STOCK.
CAVCO INDUSTRIES, INC.
SECURITY 149568107 MEETING TYPE Annual
TICKER SYMBOL CVCO MEETING DATE 11-Jul-2012
ISIN US1495681074 AGENDA 933660311 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
1. DIRECTOR Management
1 STEVEN G. BUNGER For For
2 JACK HANNA For For
2. RATIFICATION OF THE APPOINTMENT OF Management For For
INDEPENDENT AUDITOR FOR FISCAL 2013.
3. PROPOSAL TO APPROVE THE ADVISORY Management For For
(NON-BINDING) RESOLUTION RELATING TO
EXECUTIVE COMPENSATION.
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. Management For For
AMOROSO
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. Management For For
MCINERNEY
1H. ELECTION OF DIRECTOR: BRAD D. SMITH Management For For
1I. ELECTION OF DIRECTOR: MAYNARD G. Management For For
WEBB, JR.
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.
BROWN-FORMAN CORPORATION
SECURITY 115637100 MEETING TYPE Annual
TICKER SYMBOL BFA MEETING DATE 26-Jul-2012
ISIN US1156371007 AGENDA 933663925 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
1A ELECTION OF DIRECTOR: JOAN C. LORDI Management For For
AMBLE
1B ELECTION OF DIRECTOR: PATRICK Management For For
BOUSQUET-CHAVANNE
1C ELECTION OF DIRECTOR: GEO. GARVIN Management For For
BROWN IV
1D ELECTION OF DIRECTOR: MARTIN S. Management For For
BROWN, JR.
1E ELECTION OF DIRECTOR: BRUCE L. BYRNES Management For For
1F ELECTION OF DIRECTOR: JOHN D. COOK Management For For
1G ELECTION OF DIRECTOR: SANDRA A. Management For For
FRAZIER
1H ELECTION OF DIRECTOR: WILLIAM E. Management For For
MITCHELL
1I ELECTION OF DIRECTOR: DACE BROWN Management For For
STUBBS
1J ELECTION OF DIRECTOR: PAUL C. VARGA Management For For
1K ELECTION OF DIRECTOR: JAMES S. WELCH, JR. Management For For
2 AMENDMENT TO RESTATED CERTIFICATE Management Against Against
OF INCORPORATION TO INCREASE NUMBER
OF AUTHORIZED SHARES OF CLASS A AND
CLASS B COMMON STOCK.
BROWN-FORMAN CORPORATION
SECURITY 115637209 MEETING TYPE Annual
TICKER SYMBOL BFB MEETING DATE 26-Jul-2012
ISIN US1156372096 AGENDA 933664434 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
1 AMENDMENT TO RESTATED CERTIFICATE Management Against Against
OF INCORPORATION TO INCREASE NUMBER
OF AUTHORIZED SHARES OF CLASS B COMMON STOCK.
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.
PRECISION CASTPARTS CORP.
SECURITY 740189105 MEETING TYPE Annual
TICKER SYMBOL PCP MEETING DATE 14-Aug-2012
ISIN US7401891053 AGENDA 933660804 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
1. DIRECTOR Management
1 MARK DONEGAN For For
2 VERNON E. OECHSLE For For
3 ULRICH SCHMIDT For For
2. RATIFICATION OF APPOINTMENT OF Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
3. ADVISORY VOTE REGARDING Management Abstain Against
COMPENSATION OF NAMED EXECUTIVE OFFICERS.
4. RE-APPROVAL AND AMENDMENT OF THE Management For For
EXECUTIVE PERFORMANCE INCENTIVE PLAN.
CAPSTONE TURBINE CORPORATION
SECURITY 14067D102 MEETING TYPE Annual
TICKER SYMBOL CPST MEETING DATE 30-Aug-2012
ISIN US14067D1028 AGENDA 933669915 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
1. DIRECTOR Management
1 GARY D. SIMON For For
2 RICHARD K. ATKINSON For For
3 JOHN V. JAGGERS For For
4 DARREN R. JAMISON For For
5 NOAM LOTAN For For
6 GARY J. MAYO For For
7 ELIOT G. PROTSCH For For
8 HOLLY A. VAN DEURSEN For For
9 DARRELL J. WILK For For
2. APPROVE THE AMENDMENT AND Management For For
RESTATEMENT OF THE CAPSTONE TURBINE
CORPORATION 2000 EQUITY INCENTIVE PLAN.
3. APPROVE THE AMENDMENT TO THE Management Against Against
COMPANY'S SECOND AMENDED AND
RESTATED CERTIFICATE OF INCORPORATION.
4. ADVISORY VOTE ON THE COMPENSATION Management Abstain Against
OF THE COMPANY'S NAMED EXECUTIVE
OFFICERS AS PRESENTED IN THE PROXY STATEMENT.
5. RATIFICATION OF THE SELECTION OF KPMG Management For For
LLP AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR ENDING MARCH 31, 2013.
PATTERSON COMPANIES, INC.
SECURITY 703395103 MEETING TYPE Annual
TICKER SYMBOL PDCO MEETING DATE 10-Sep-2012
ISIN US7033951036 AGENDA 933675665 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
1. DIRECTOR Management
1 SCOTT P. ANDERSON* For For
2 ELLEN A. RUDNICK* For For
3 HAROLD C. SLAVKIN* For For
4 JAMES W. WILTZ* For For
5 JODY H. FERAGEN** For For
2. TO APPROVE THE AMENDMENT TO OUR Management For For
BYLAWS.
3. TO APPROVE THE AMENDMENT TO OUR Management For For
AMENDED AND RESTATED EQUITY INCENTIVE PLAN.
4. TO APPROVE THE AMENDMENT TO OUR Management For For
AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN.
5. ADVISORY APPROVAL OF EXECUTIVE Management Abstain Against
COMPENSATION.
6. TO RATIFY THE SELECTION OF ERNST & Management For For
YOUNG LLP AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR ENDING APRIL 27,
2013. THE BOARD OF DIRECTORS
RECOMMENDS A VOTE "AGAINST" ITEM 7
7. TO APPROVE THE SHAREHOLDER Shareholder Against For
PROPOSAL REGARDING THE ADOPTION OF
CUMULATIVE VOTING.
SKYLINE CORPORATION
SECURITY 830830105 MEETING TYPE Annual
TICKER SYMBOL SKY MEETING DATE 24-Sep-2012
ISIN US8308301055 AGENDA 933679221 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
1. DIRECTOR Management
1 ARTHUR J. DECIO For For
2 THOMAS G. DERANEK For For
3 JOHN C. FIRTH For For
4 JERRY HAMMES For For
5 WILLIAM H. LAWSON For For
6 DAVID T. LINK For For
7 ANDREW J. MCKENNA For For
2. ADVISORY VOTE TO RATIFY APPOINTMENT Management For For
OF CROWE HORWATH LLP AS
INDEPENDENT AUDITOR THE RATIFICATION
OF CROWE HORWATH LLP AS SKYLINE'S
INDEPENDENT AUDITOR FOR THE FISCAL
YEAR ENDING MAY 31, 2013.
3. ADVISORY VOTE ON COMPENSATION ON Management Abstain Against
EXECUTIVE COMPENSATION RESOLVED,
THE SHAREHOLDERS APPROVE THE
COMPENSATION AWARDED TO SKYLINE'S
NAMED EXECUTIVE OFFICERS FOR FISCAL
YEAR 2012 AS DISCLOSED IN THE
EXECUTIVE COMPENSATION DISCUSSION,
INCLUDING COMPENSATION TABLES AND
NARRATIVE DISCUSSION IS HEREBY APPROVED.
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.
THE MOSAIC COMPANY
SECURITY 61945C103 MEETING TYPE Annual
TICKER SYMBOL MOS MEETING DATE 04-Oct-2012
ISIN US61945C1036 AGENDA 933680173 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
1A. ELECTION OF DIRECTOR: PHYLLIS E. Management For For
COCHRAN
1B. ELECTION OF DIRECTOR: GREGORY L. EBEL Management For For
1C. ELECTION OF DIRECTOR: ROBERT L. Management For For
LUMPKINS
1D. ELECTION OF DIRECTOR: WILLIAM T. Management For For
MONAHAN
2. RATIFICATION OF ELECTION OF ONE Management For For
DIRECTOR, HAROLD H. MACKAY.
3. RATIFICATION OF THE APPOINTMENT OF Management For For
KPMG LLP AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM TO
AUDIT OUR FINANCIAL STATEMENTS AS OF
AND FOR THE YEAR ENDING MAY 31, 2013
AND THE EFFECTIVENESS OF INTERNAL
CONTROL OVER FINANCIAL REPORTING AS OF MAY 31, 2013.
4. A NON-BINDING ADVISORY VOTE ON Management Abstain Against
EXECUTIVE COMPENSATION ("SAY-ON-PAY").
DIAGEO PLC
SECURITY 25243Q205 MEETING TYPE Annual
TICKER SYMBOL DEO MEETING DATE 17-Oct-2012
ISIN US25243Q2057 AGENDA 933687418 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
1. REPORT AND ACCOUNTS 2012. Management For For
2. DIRECTORS' REMUNERATION REPORT 2012. Management For For
3. DECLARATION OF FINAL DIVIDEND. Management For For
4. RE-ELECTION OF PB BRUZELIUS AS A Management For For
DIRECTOR. (AUDIT, NOMINATION &
REMUNERATION COMMITTEE)
5. RE-ELECTION OF LM DANON AS A Management For For
DIRECTOR. (AUDIT, NOMINATION &
REMUNERATION COMMITTEE)
6. RE-ELECTION OF LORD DAVIES AS A Management For For
DIRECTOR. (AUDIT, NOMINATION,
REMUNERATION(CHAIRMAN OF THE COMMITTEE))
7. RE-ELECTION OF BD HOLDEN AS A Management For For
DIRECTOR. (AUDIT, NOMINATION &
REMUNERATION COMMITTEE)
8. RE-ELECTION OF DR FB HUMER AS A Management For For
DIRECTOR. (NOMINATION COMMITTEE
(CHAIRMAN OF THE COMMITTEE))
9. RE-ELECTION OF D MAHLAN AS A Management For For
DIRECTOR. (EXECUTIVE COMMITTEE)
10. RE-ELECTION OF PG SCOTT AS A Management For For
DIRECTOR. (AUDIT(CHAIRMAN OF THE
COMMITTEE), NOMINATION, REMUNERATION COMMITTEE)
11. RE-ELECTION OF HT STITZER AS A Management For For
DIRECTOR. (AUDIT, NOMINATION &
REMUNERATION COMMITTEE)
12. RE-ELECTION OF PS WALSH AS A Management For For
DIRECTOR. (EXECUTIVE
COMMITTEE(CHAIRMAN OF THE COMMITTEE))
13. ELECTION OF HO KWONPING AS A Management For For
DIRECTOR. (AUDIT, NOMINATION &
REMUNERATION COMMITTEE)
14. ELECTION OF IM MENEZES AS A DIRECTOR. Management For For
(EXECUTIVE COMMITTEE)
15. RE-APPOINTMENT OF AUDITOR. Management For For
16. REMUNERATION OF AUDITOR. Management For For
17. AUTHORITY TO ALLOT SHARES. Management For For
18. DISAPPLICATION OF PRE-EMPTION RIGHTS. Management Against Against
19. AUTHORITY TO PURCHASE OWN ORDINARY Management For For
SHARES.
20. AUTHORITY TO MAKE POLITICAL Management For For
DONATIONS AND/OR TO INCUR POLITICAL
EXPENDITURE IN THE EU.
21. REDUCED NOTICE OF A GENERAL MEETING Management For For
OTHER THAN AN ANNUAL GENERAL MEETING.
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.
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.
SCHIFF NUTRITION INTERNATIONAL, INC.
SECURITY 806693107 MEETING TYPE Annual
TICKER SYMBOL SHF MEETING DATE 25-Oct-2012
ISIN US8066931077 AGENDA 933691746 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
1. DIRECTOR Management
1 ERIC WEIDER For For
2 GEORGE F. LENGVARI For For
3 TARANG P. AMIN For For
4 RONALD L. COREY For For
5 MATTHEW T. HOBART For For
6 MICHAEL HYATT For For
7 EUGENE B. JONES For For
8 ROGER H. KIMMEL For For
9 WILLIAM E. MCGLASHAN JR For For
10 BRIAN T. SWETTE For For
11 RICHARD G. WOLFORD For For
COOPER INDUSTRIES PLC
SECURITY G24140111 MEETING TYPE Special
TICKER SYMBOL MEETING DATE 26-Oct-2012
ISIN AGENDA 933692736 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
1. APPROVAL OF THE SCHEME OF Management For For
ARRANGEMENT.
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 Management For For
ASSOCIATION.
5. CREATION OF DISTRIBUTABLE RESERVES Management For For
OF NEW EATON.
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 Management For For
ARRANGEMENT.
ARCHER-DANIELS-MIDLAND COMPANY
SECURITY 039483102 MEETING TYPE Annual
TICKER SYMBOL ADM MEETING DATE 01-Nov-2012
ISIN US0394831020 AGENDA 933690807 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
1A. ELECTION OF DIRECTOR: A.L. BOECKMANN Management For For
1B. ELECTION OF DIRECTOR: G.W. BUCKLEY Management For For
1C. ELECTION OF DIRECTOR: M.H. CARTER Management For For
1D. ELECTION OF DIRECTOR: T. CREWS Management For For
1E. ELECTION OF DIRECTOR: P. DUFOUR Management For For
1F. ELECTION OF DIRECTOR: D.E. FELSINGER Management For For
1G. ELECTION OF DIRECTOR: A. MACIEL Management For For
1H. ELECTION OF DIRECTOR: P.J. MOORE Management For For
1I. ELECTION OF DIRECTOR: T.F. O'NEILL Management For For
1J. ELECTION OF DIRECTOR: D. SHIH Management For For
1K. ELECTION OF DIRECTOR: K.R. WESTBROOK Management For For
1L. ELECTION OF DIRECTOR: P.A. WOERTZ Management For For
2. RATIFY THE APPOINTMENT OF ERNST & Management For For
YOUNG LLP AS INDEPENDENT AUDITORS
FOR THE SIX-MONTH PERIOD ENDING DECEMBER 31, 2012.
3. ADVISORY VOTE ON EXECUTIVE Management Abstain Against
COMPENSATION.
4. STOCKHOLDER'S PROPOSAL REGARDING Shareholder Against For
SPECIAL SHAREOWNER MEETINGS.
MEREDITH CORPORATION
SECURITY 589433101 MEETING TYPE Annual
TICKER SYMBOL MDP MEETING DATE 07-Nov-2012
ISIN US5894331017 AGENDA 933689373 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
1 DIRECTOR Management
1 JAMES R. CRAIGIE-2015 For For
2 FREDERICK B. HENRY-2015 For For
3 JOEL W. JOHNSON-2015 For For
4 DONALD C. BERG-2014 For For
2 TO APPROVE, ON AN ADVISORY BASIS, THE Management Abstain Against
EXECUTIVE COMPENSATION PROGRAM FOR
THE COMPANY'S NAMED EXECUTIVE
OFFICERS AS DESCRIBED IN THE PROXY STATEMENT.
3 TO APPROVE AN AMENDMENT TO THE Management For For
MEREDITH CORPORATION EMPLOYEE
STOCK PURCHASE PLAN OF 2002 TO
AUTHORIZE AN ADDITIONAL 500,000
SHARES FOR ISSUANCE AND SALE TO
EMPLOYEES UNDER THE PLAN.
4 TO RATIFY THE APPOINTMENT OF KPMG LLP Management For For
AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE YEAR ENDING JUNE 30, 2013.
EPOCH HOLDING CORPORATION
SECURITY 29428R103 MEETING TYPE Annual
TICKER SYMBOL EPHC MEETING DATE 28-Nov-2012
ISIN US29428R1032 AGENDA 933698473 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
1. DIRECTOR Management
1 ALLAN R. TESSLER For For
2 WILLIAM W. PRIEST For For
3 ENRIQUE R. ARZAC For For
4 JEFFREY L. BERENSON For For
5 JOHN L. CECIL For For
6 PETER A. FLAHERTY For For
7 TIMOTHY T. TAUSSIG 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 APPROVE THE EPOCH HOLDING Management Against Against
CORPORATION 2012 LONG-TERM INCENTIVE
COMPENSATION PLAN.
4. TO RATIFY THE APPOINTMENT OF CF & CO., Management For For
L.L.P. AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR ENDING JUNE 30, 2013.
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.
MILLICOM INTERNATIONAL CELLULAR SA, LUXEMBOURG
SECURITY L6388F128 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL MEETING DATE 05-Dec-2012
ISIN SE0001174970 AGENDA 704151808 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
CMMT PLEASE NOTE THAT NOT ALL SUB Non-Voting
CUSTODIANS IN SWEDEN ACCEPT ABSTAIN
AS A VALID-VOTE OPTION. 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-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.
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.
1 To appoint the Chairman of the EGM and to Management No Action
empower the Chairman to appoint the other
members of the Bureau : Mr. Jean-Michel
Schmit, attorney at law
2 Presentation of a report on a conflict of interest Non-Voting
3 To elect Mr. Anders Kronborg as new Board Management No Action
member of Millicom and to determine the length
of his mandate
4 As per the proposal of the Company's Board, to Management No Action
decide to distribute a gross dividend to the
Company's shareholders of USD 3.00 per share,
corresponding to an aggregate dividend of
approximately USD 300,000,000 to be paid out of
the Company's undistributed profits of the year
ended December 31, 2011 of USD 528,206,964
which have been carried forward as per the
decision of the Annual General Shareholder's
Meeting of May 29, 2012
CMMT PLEASE NOTE THAT THIS IS A REVISION Non-Voting
DUE TO CHANGE IN BLOCKING CONDITION.
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.
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.
CNH GLOBAL N.V.
SECURITY N20935206 MEETING TYPE Annual
TICKER SYMBOL CNH MEETING DATE 17-Dec-2012
ISIN NL0000298933 AGENDA 933716651 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
2. PARTIAL AMENDMENT OF THE ARTICLES OF Management For For
ASSOCIATION.
3. DISTRIBUTION TO SHAREHOLDERS. Management For For
4. ALLOCATION OF PART OF THE RESERVES Management For For
TO SPECIAL SEPARATE RESERVES.
5. RATIFICATION OF THE COMPENSATION OF Management For For
THE SPECIAL COMMITTEE.
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.
GRIFFON CORPORATION
SECURITY 398433102 MEETING TYPE Annual
TICKER SYMBOL GFF MEETING DATE 30-Jan-2013
ISIN US3984331021 AGENDA 933720181 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
1. DIRECTOR Management
1 HENRY A. ALPERT For For
2 BLAINE V. FOGG For For
3 WILLIAM H. WALDORF For For
4 JOSEPH J. WHALEN For For
2. APPROVAL OF THE RESOLUTION Management Abstain Against
APPROVING THE COMPENSATION OF OUR
EXECUTIVE OFFICERS AS DISCLOSED IN
THE PROXY STATEMENT.
3. RATIFICATION OF THE SELECTION BY OUR Management For For
AUDIT COMMITTEE OF GRANT THORNTON
LLP TO SERVE AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2013.
ROCKWELL AUTOMATION, INC.
SECURITY 773903109 MEETING TYPE Annual
TICKER SYMBOL ROK MEETING DATE 05-Feb-2013
ISIN US7739031091 AGENDA 933720167 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
A. DIRECTOR Management
1 BARRY C. JOHNSON For For
2 W.T. MCCORMICK, JR. For For
3 KEITH D. NOSBUSCH For For
B. TO APPROVE THE SELECTION OF DELOITTE Management For For
& TOUCHE LLP AS THE CORPORATION'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
C. TO APPROVE, ON AN ADVISORY BASIS, THE Management Abstain Against
COMPENSATION OF THE CORPORATION'S
NAMED EXECUTIVE OFFICERS.
INGLES MARKETS, INCORPORATED
SECURITY 457030104 MEETING TYPE Annual
TICKER SYMBOL IMKTA MEETING DATE 12-Feb-2013
ISIN US4570301048 AGENDA 933722010 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
1. DIRECTOR Management
1 FRED D. AYERS For For
2 JOHN O. POLLARD For For
2. RATIFICATION OF DELOITTE & TOUCHE LLP Management For For
AS INDEPENDENT PUBLIC ACCOUNTING
FIRM FOR THE FISCAL YEAR ENDING
SEPTEMBER 28, 2013.
3. STOCKHOLDER PROPOSAL CONCERNING Shareholder Against For
EQUAL SHAREHOLDER VOTING.
NAVISTAR INTERNATIONAL CORPORATION
SECURITY 63934E108 MEETING TYPE Annual
TICKER SYMBOL NAV MEETING DATE 19-Feb-2013
ISIN US63934E1082 AGENDA 933726830 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
1. DIRECTOR Management
1 JOHN C. POPE For For
2 VINCENT J. INTRIERI For For
3 MICHAEL N. HAMMES For For
4 MARK H. RACHESKY For For
5 SAMUEL J. MERKSAMER For For
6 GENERAL S.A. MCCHRYSTAL For For
2. VOTE TO RATIFY THE SELECTION OF KPMG Management For For
LLP AS OUR INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM.
3. ADVISORY VOTE ON EXECUTIVE Management Abstain Against
COMPENSATION.
4. APPROVE THE NAVISTAR INTERNATIONAL Management For For
CORPORATION 2013 PERFORMANCE INCENTIVE PLAN.
DEERE & COMPANY
SECURITY 244199105 MEETING TYPE Annual
TICKER SYMBOL DE MEETING DATE 27-Feb-2013
ISIN US2441991054 AGENDA 933725270 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN Management For For
1B. ELECTION OF DIRECTOR: CRANDALL C. Management For For
BOWLES
1C. ELECTION OF DIRECTOR: VANCE D. Management For For
COFFMAN
1D. ELECTION OF DIRECTOR: CHARLES O. Management For For
HOLLIDAY, JR.
1E. ELECTION OF DIRECTOR: DIPAK C. JAIN Management For For
1F. ELECTION OF DIRECTOR: CLAYTON M. Management For For
JONES
1G. ELECTION OF DIRECTOR: JOACHIM Management For For
MILBERG
1H. ELECTION OF DIRECTOR: RICHARD B. Management For For
MYERS
1I. ELECTION OF DIRECTOR: THOMAS H. Management For For
PATRICK
1J. ELECTION OF DIRECTOR: AULANA L. Management For For
PETERS
1K. ELECTION OF DIRECTOR: SHERRY M. SMITH Management For For
2. ADVISORY VOTE ON EXECUTIVE Management Abstain Against
COMPENSATION.
3. RE-APPROVAL OF THE JOHN DEERE MID- Management For For
TERM INCENTIVE PLAN.
4. RATIFICATION OF THE APPOINTMENT OF Management For For
DELOITTE & TOUCHE LLP AS DEERE'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
INTERNATIONAL GAME TECHNOLOGY
SECURITY 459902102 MEETING TYPE Contested-Annual
TICKER SYMBOL IGT MEETING DATE 05-Mar-2013
ISIN US4599021023 AGENDA 933729850 - Opposition
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
01 DIRECTOR Management
1 RAYMOND J. BROOKS, JR. For For
2 CHARLES N. MATHEWSON For For
3 DANIEL B. SILVERS For For
4 MGT NOM J. CHAFFIN Withheld Against
5 MGT NOM GREG CREED Withheld Against
6 MGT NOM PATTI S. HART Withheld Against
7 MGT NOM R. J. MILLER Withheld Against
8 MGT NOM P. G. SATRE Withheld Against
02 THE COMPANY'S PROPOSAL TO AMEND THE Management For
INTERNATIONAL GAME TECHNOLOGY 2002
STOCK INCENTIVE PLAN.
03 THE COMPANY'S PROPOSAL FOR AN Management Abstain
ADVISORY VOTE TO APPROVE THE
COMPANY'S EXECUTIVE COMPENSATION.
04 THE COMPANY'S PROPOSAL TO RATIFY THE Management For
APPOINTMENT OF
PRICEWATERHOUSECOOPERS LLP AS THE
COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR FISCAL
YEAR ENDING SEPTEMBER 30, 2013.
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
FOMENTO ECONOMICO MEXICANO S.A.B. DE CV
SECURITY 344419106 MEETING TYPE Annual
TICKER SYMBOL FMX MEETING DATE 15-Mar-2013
ISIN US3444191064 AGENDA 933737326 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
O1. REPORT OF THE CHIEF EXECUTIVE Management For
OFFICER OF FOMENTO ECONOMICO
MEXICANO, S.A.B. DE C.V.; OPINION OF THE
BOARD REGARDING THE CONTENT OF THE
REPORT OF THE CHIEF EXECUTIVE
OFFICER AND REPORTS OF THE BOARD
REGARDING THE MAIN POLICIES AND
ACCOUNTING CRITERIA AND INFORMATION
APPLIED DURING THE PREPARATION OF
THE FINANCIAL INFORMATION, ALL AS
MORE FULLY DESCRIBED IN THE PROXY STATEMENT.
O2. REPORT WITH RESPECT TO THE Management For
COMPLIANCE OF TAX OBLIGATIONS.
O3. APPLICATION OF THE RESULTS FOR THE Management For
2012 FISCAL YEAR, INCLUDING THE
PAYMENT OF A CASH DIVIDEND, IN MEXICAN
PESOS, PER EACH SERIES "B" SHARE, AND
PER EACH SERIES "D" SHARE.
O4. PROPOSAL TO DETERMINE AS THE Management For
MAXIMUM AMOUNT OF RESOURCES TO BE
USED FOR THE SHARE REPURCHASE
PROGRAM OF THE COMPANY'S SHARES,
THE AMOUNT OF $3,000,000,000.00 MEXICAN PESOS.
O5. ELECTION OF MEMBERS AND SECRETARIES Management For
OF THE BOARD OF DIRECTORS,
QUALIFICATION OF THEIR INDEPENDENCE.
O6. ELECTION OF MEMBERS OF FOLLOWING Management For
COMMITTEES: FINANCE & PLANNING; AUDIT;
CORPORATE PRACTICES; APPOINTMENT OF
THEIR RESPECTIVE CHAIRMAN, AND
RESOLUTION WITH RESPECT TO THEIR REMUNERATION.
O7. APPOINTMENT OF DELEGATES FOR THE Management For
FORMALIZATION OF THE MEETING'S RESOLUTION.
O8. READING AND, IF APPLICABLE, APPROVAL Management For
OF THE MINUTE.
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.
VIACOM INC.
SECURITY 92553P102 MEETING TYPE Annual
TICKER SYMBOL VIA MEETING DATE 21-Mar-2013
ISIN US92553P1021 AGENDA 933729418 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
1. DIRECTOR Management
1 GEORGE S. ABRAMS For For
2 PHILIPPE P. DAUMAN For For
3 THOMAS E. DOOLEY For For
4 ALAN C. GREENBERG For For
5 ROBERT K. KRAFT For For
6 BLYTHE J. MCGARVIE For For
7 CHARLES E. PHILLIPS, JR For For
8 SHARI REDSTONE For For
9 SUMNER M. REDSTONE For For
10 FREDERIC V. SALERNO For For
11 WILLIAM SCHWARTZ For For
2. THE RATIFICATION OF THE APPOINTMENT Management For For
OF PRICEWATERHOUSECOOPERS LLP TO
SERVE AS INDEPENDENT AUDITOR OF
VIACOM INC. FOR FISCAL YEAR 2013.
HEICO CORPORATION
SECURITY 422806109 MEETING TYPE Annual
TICKER SYMBOL HEI MEETING DATE 22-Mar-2013
ISIN US4228061093 AGENDA 933736413 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
1. DIRECTOR Management
1 ADOLFO HENRIQUES For For
2 SAMUEL L. HIGGINBOTTOM For For
3 MARK H. HILDEBRANDT For For
4 WOLFGANG MAYRHUBER For For
5 ERIC A. MENDELSON For For
6 LAURANS A. MENDELSON For For
7 VICTOR H. MENDELSON For For
8 DR. ALAN SCHRIESHEIM For For
9 FRANK J. SCHWITTER For For
2. RATIFICATION OF THE APPOINTMENT OF Management For For
DELOITTE & TOUCHE LLP AS THE
COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE YEAR
ENDING OCTOBER 31, 2013
CLARCOR INC.
SECURITY 179895107 MEETING TYPE Annual
TICKER SYMBOL CLC MEETING DATE 26-Mar-2013
ISIN US1798951075 AGENDA 933734952 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
1. DIRECTOR Management
1 ROBERT J. BURGSTAHLER For For
2 PAUL DONOVAN For For
3 CHRISTOPHER L. CONWAY For For
2. SAY ON PAY-AN ADVISORY NON-BINDING Management Abstain Against
VOTE ON THE APPROVAL OF EXECUTIVE COMPENSATION.
3. RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE
COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE FISCAL
YEAR ENDING NOVEMBER 30, 2013.
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.
GENCORP INC.
SECURITY 368682100 MEETING TYPE Annual
TICKER SYMBOL GY MEETING DATE 27-Mar-2013
ISIN US3686821006 AGENDA 933733936 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
1. DIRECTOR Management
1 THOMAS A. CORCORAN For For
2 JAMES R. HENDERSON For For
3 WARREN G. LICHTENSTEIN For For
4 DAVID A. LORBER For For
5 MERRILL A. MCPEAK For For
6 JAMES H. PERRY For For
7 SCOTT J. SEYMOUR For For
8 MARTIN TURCHIN For For
2. TO CONSIDER AND APPROVE THE 2013 Management For For
EMPLOYEE STOCK PURCHASE PLAN.
3. TO CONSIDER AND APPROVE AN ADVISORY Management Abstain Against
RESOLUTION REGARDING THE
COMPENSATION OF GENCORP'S NAMED
EXECUTIVE OFFICERS.
4. TO RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP, AN
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM, AS INDEPENDENT
AUDITORS OF THE COMPANY FOR THE
FISCAL YEAR ENDING NOVEMBER 30, 2013.
GRUPO TELEVISA, S.A.B.
SECURITY 40049J206 MEETING TYPE Special
TICKER SYMBOL TV MEETING DATE 02-Apr-2013
ISIN US40049J2069 AGENDA 933751085 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
L1 APPOINTMENT AND/OR RATIFICATION, AS Management For
THE CASE MAY BE, OF THE MEMBERS OF
THE BOARD OF DIRECTORS TO BE
APPOINTED AT THIS MEETING PURSUANT
TO ARTICLES TWENTY SIXTH, TWENTY
SEVENTH AND OTHER APPLICABLE
ARTICLES OF THE CORPORATE BY-LAWS.
L2 APPOINTMENT OF DELEGATES TO CARRY Management For
OUT AND FORMALIZE THE RESOLUTIONS
ADOPTED AT THIS MEETING.
D1 APPOINTMENT AND/OR RATIFICATION, AS Management For
THE CASE MAY BE, OF THE MEMBERS OF
THE BOARD OF DIRECTORS TO BE
APPOINTED AT THIS MEETING PURSUANT
TO ARTICLES TWENTY SIXTH, TWENTY
SEVENTH AND OTHER APPLICABLE
ARTICLES OF THE CORPORATE BY-LAWS.
D2 APPOINTMENT OF DELEGATES TO CARRY Management For
OUT AND FORMALIZE THE RESOLUTIONS
ADOPTED AT THIS MEETING.
AB1 PRESENTATION AND, IN ITS CASE, Management For
APPROVAL OF THE REPORTS REFERRED TO
IN ARTICLE 28, PARAGRAPH IV OF THE
SECURITIES MARKET LAW, INCLUDING THE
FINANCIAL STATEMENTS FOR THE YEAR
ENDED ON DECEMBER 31, 2012 AND
RESOLUTIONS REGARDING THE ACTIONS
TAKEN BY THE BOARD OF DIRECTORS, THE
COMMITTEES AND THE CHIEF EXECUTIVE
OFFICER OF THE COMPANY.
AB2 PRESENTATION OF THE REPORT Management For
REGARDING CERTAIN FISCAL OBLIGATIONS
OF THE COMPANY, PURSUANT TO THE
APPLICABLE LEGISLATION.
AB3 RESOLUTION REGARDING THE ALLOCATION Management For
OF FINAL RESULTS FOR THE YEAR ENDED
ON DECEMBER 31, 2012.
AB4 RESOLUTION REGARDING (I) THE AMOUNT Management For
THAT MAY BE ALLOCATED TO THE
REPURCHASE OF SHARES OF THE
COMPANY PURSUANT TO ARTICLE 56,
PARAGRAPH IV OF THE SECURITIES
MARKET LAW; (II) THE REPORT ON THE
POLICIES AND RESOLUTIONS ADOPTED BY
THE BOARD OF DIRECTORS OF THE
COMPANY, REGARDING THE ACQUISITION
AND SALE OF SUCH SHARES; AND (III) THE
REPORT ON THE LONG TERM RETENTION
PLAN OF THE COMPANY.
AB5 APPOINTMENT AND/OR RATIFICATION, AS Management For
THE CASE MAY BE, OF THE MEMBERS THAT
SHALL CONFORM THE BOARD OF
DIRECTORS, THE SECRETARY AND
OFFICERS OF THE COMPANY.
AB6 APPOINTMENT AND/OR RATIFICATION, AS Management For
THE CASE MAY BE, OF THE MEMBERS THAT
SHALL CONFORM THE EXECUTIVE COMMITTEE.
AB7 APPOINTMENT AND/OR RATIFICATION, AS Management For
THE CASE MAY BE, OF THE CHAIRMAN OF
THE AUDIT AND CORPORATE PRACTICES COMMITTEE.
AB8 COMPENSATION TO THE MEMBERS OF THE Management For
BOARD OF DIRECTORS, OF THE EXECUTIVE
COMMITTEE, OF THE AUDIT AND
CORPORATE PRACTICES COMMITTEE, AS
WELL AS TO THE SECRETARY.
AB9 APPOINTMENT OF DELEGATES WHO WILL Management For
CARRY OUT AND FORMALIZE THE
RESOLUTIONS ADOPTED AT THIS MEETING.
GRUPO TELEVISA, S.A.B.
SECURITY 40049J206 MEETING TYPE Special
TICKER SYMBOL TV MEETING DATE 02-Apr-2013
ISIN US40049J2069 AGENDA 933757570 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
L1 APPOINTMENT AND/OR RATIFICATION, AS Management For
THE CASE MAY BE, OF THE MEMBERS OF
THE BOARD OF DIRECTORS TO BE
APPOINTED AT THIS MEETING PURSUANT
TO ARTICLES TWENTY SIXTH, TWENTY
SEVENTH AND OTHER APPLICABLE
ARTICLES OF THE CORPORATE BY-LAWS.
L2 APPOINTMENT OF DELEGATES TO CARRY Management For
OUT AND FORMALIZE THE RESOLUTIONS
ADOPTED AT THIS MEETING.
D1 APPOINTMENT AND/OR RATIFICATION, AS Management For
THE CASE MAY BE, OF THE MEMBERS OF
THE BOARD OF DIRECTORS TO BE
APPOINTED AT THIS MEETING PURSUANT
TO ARTICLES TWENTY SIXTH, TWENTY
SEVENTH AND OTHER APPLICABLE
ARTICLES OF THE CORPORATE BY-LAWS.
D2 APPOINTMENT OF DELEGATES TO CARRY Management For
OUT AND FORMALIZE THE RESOLUTIONS
ADOPTED AT THIS MEETING.
AB1 PRESENTATION AND, IN ITS CASE, Management For
APPROVAL OF THE REPORTS REFERRED TO
IN ARTICLE 28, PARAGRAPH IV OF THE
SECURITIES MARKET LAW, INCLUDING THE
FINANCIAL STATEMENTS FOR THE YEAR
ENDED ON DECEMBER 31, 2012 AND
RESOLUTIONS REGARDING THE ACTIONS
TAKEN BY THE BOARD OF DIRECTORS, THE
COMMITTEES AND THE CHIEF EXECUTIVE
OFFICER OF THE COMPANY.
AB2 PRESENTATION OF THE REPORT Management For
REGARDING CERTAIN FISCAL OBLIGATIONS
OF THE COMPANY, PURSUANT TO THE
APPLICABLE LEGISLATION.
AB3 RESOLUTION REGARDING THE ALLOCATION Management For
OF FINAL RESULTS FOR THE YEAR ENDED
ON DECEMBER 31, 2012.
AB4 RESOLUTION REGARDING (I) THE AMOUNT Management For
THAT MAY BE ALLOCATED TO THE
REPURCHASE OF SHARES OF THE
COMPANY PURSUANT TO ARTICLE 56,
PARAGRAPH IV OF THE SECURITIES
MARKET LAW; (II) THE REPORT ON THE
POLICIES AND RESOLUTIONS ADOPTED BY
THE BOARD OF DIRECTORS OF THE
COMPANY, REGARDING THE ACQUISITION
AND SALE OF SUCH SHARES; AND (III) THE
REPORT ON THE LONG TERM RETENTION
PLAN OF THE COMPANY.
AB5 APPOINTMENT AND/OR RATIFICATION, AS Management For
THE CASE MAY BE, OF THE MEMBERS THAT
SHALL CONFORM THE BOARD OF
DIRECTORS, THE SECRETARY AND
OFFICERS OF THE COMPANY.
AB6 APPOINTMENT AND/OR RATIFICATION, AS Management For
THE CASE MAY BE, OF THE MEMBERS THAT
SHALL CONFORM THE EXECUTIVE COMMITTEE.
AB7 APPOINTMENT AND/OR RATIFICATION, AS Management For
THE CASE MAY BE, OF THE CHAIRMAN OF
THE AUDIT AND CORPORATE PRACTICES COMMITTEE.
AB8 COMPENSATION TO THE MEMBERS OF THE Management For
BOARD OF DIRECTORS, OF THE EXECUTIVE
COMMITTEE, OF THE AUDIT AND
CORPORATE PRACTICES COMMITTEE, AS
WELL AS TO THE SECRETARY.
AB9 APPOINTMENT OF DELEGATES WHO WILL Management For
CARRY OUT AND FORMALIZE THE
RESOLUTIONS ADOPTED AT THIS MEETING.
IDEX CORPORATION
SECURITY 45167R104 MEETING TYPE Annual
TICKER SYMBOL IEX MEETING DATE 09-Apr-2013
ISIN US45167R1041 AGENDA 933741957 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
1. DIRECTOR Management
1 ERNEST J. MROZEK For For
2 DAVID C. PARRY For For
3 L.L. SATTERTHWAITE For For
2. TO VOTE ON A NON-BINDING RESOLUTION Management Abstain Against
TO APPROVE 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
ACCOUNTING FIRM FOR 2013.
THE BANK OF NEW YORK MELLON CORPORATION
SECURITY 064058100 MEETING TYPE Annual
TICKER SYMBOL BK MEETING DATE 09-Apr-2013
ISIN US0640581007 AGENDA 933746262 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
1A. ELECTION OF DIRECTOR: RUTH E. BRUCH Management For For
1B. ELECTION OF DIRECTOR: NICHOLAS M. Management For For
DONOFRIO
1C. ELECTION OF DIRECTOR: GERALD L. Management For For
HASSELL
1D. ELECTION OF DIRECTOR: EDMUND F. KELLY Management For For
1E. ELECTION OF DIRECTOR: RICHARD J. Management For For
KOGAN
1F. ELECTION OF DIRECTOR: MICHAEL J. Management For For
KOWALSKI
1G. ELECTION OF DIRECTOR: JOHN A. LUKE, JR. Management For For
1H. ELECTION OF DIRECTOR: MARK A. Management For For
NORDENBERG
1I. ELECTION OF DIRECTOR: CATHERINE A. Management For For
REIN
1J. ELECTION OF DIRECTOR: WILLIAM C. Management For For
RICHARDSON
1K. ELECTION OF DIRECTOR: SAMUEL C. SCOTT III Management For For
1L. ELECTION OF DIRECTOR: WESLEY W. VON SCHACK Management For For
2. ADVISORY RESOLUTION TO APPROVE Management Abstain Against
EXECUTIVE COMPENSATION.
3. RATIFICATION OF KPMG LLP AS OUR Management For For
INDEPENDENT AUDITOR FOR 2013.
NORTHERN TRUST CORPORATION
SECURITY 665859104 MEETING TYPE Annual
TICKER SYMBOL NTRS MEETING DATE 16-Apr-2013
ISIN US6658591044 AGENDA 933739558 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
1. DIRECTOR Management
1 LINDA WALKER BYNOE For For
2 NICHOLAS D. CHABRAJA For For
3 SUSAN CROWN For For
4 DIPAK C. JAIN For For
5 ROBERT W. LANE For For
6 EDWARD J. MOONEY For For
7 JOSE LUIS PRADO For For
8 JOHN W. ROWE For For
9 MARTIN P. SLARK For For
10 DAVID H.B. SMITH, JR. For For
11 CHARLES A. TRIBBETT III For For
12 FREDERICK H. WADDELL For For
2. APPROVAL, BY AN ADVISORY VOTE, OF THE Management Abstain Against
2012 COMPENSATION OF THE
CORPORATION'S NAMED EXECUTIVE OFFICERS.
3. RATIFICATION OF THE APPOINTMENT OF Management For For
KPMG LLP AS THE CORPORATION'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2013.
4. STOCKHOLDER PROPOSAL REGARDING Shareholder Against For
ADDITIONAL DISCLOSURE OF POLITICAL
AND LOBBYING CONTRIBUTIONS, IF
PROPERLY PRESENTED AT THE ANNUAL MEETING.
KAMAN CORPORATION
SECURITY 483548103 MEETING TYPE Annual
TICKER SYMBOL KAMN MEETING DATE 17-Apr-2013
ISIN US4835481031 AGENDA 933738102 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
1 DIRECTOR Management
1 NEAL J. KEATING For For
2 EILEEN S. KRAUS For For
3 SCOTT E. KUECHLE For For
4 RICHARD J. SWIFT For For
2 TO APPROVE, ON AN ADVISORY BASIS, THE Management Abstain Against
COMPENSATION OF THE COMPANY'S
NAMED EXECUTIVE OFFICERS.
3 TO APPROVE THE COMPANY'S 2013 Management For For
MANAGEMENT INCENTIVE PLAN.
4 RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE
COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM.
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.
HONEYWELL INTERNATIONAL INC.
SECURITY 438516106 MEETING TYPE Annual
TICKER SYMBOL HON MEETING DATE 22-Apr-2013
ISIN US4385161066 AGENDA 933739368 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
1A. ELECTION OF DIRECTOR: GORDON M. Management For For
BETHUNE
1B. ELECTION OF DIRECTOR: KEVIN BURKE Management For For
1C. ELECTION OF DIRECTOR: JAIME CHICO Management For For
PARDO
1D. ELECTION OF DIRECTOR: DAVID M. COTE Management For For
1E. ELECTION OF DIRECTOR: D. SCOTT DAVIS Management For For
1F. ELECTION OF DIRECTOR: LINNET F. DEILY Management For For
1G. ELECTION OF DIRECTOR: JUDD GREGG Management For For
1H. ELECTION OF DIRECTOR: CLIVE HOLLICK Management For For
1I. ELECTION OF DIRECTOR: GRACE D. Management For For
LIEBLEIN
1J. ELECTION OF DIRECTOR: GEORGE PAZ Management For For
1K. ELECTION OF DIRECTOR: BRADLEY T. Management For For
SHEARES
1L. ELECTION OF DIRECTOR: ROBIN L. Management For For
WASHINGTON
2. APPROVAL OF INDEPENDENT Management For For
ACCOUNTANTS.
3. ADVISORY VOTE TO APPROVE EXECUTIVE Management For For
COMPENSATION.
4. INDEPENDENT BOARD CHAIRMAN. Shareholder Against For
5. RIGHT TO ACT BY WRITTEN CONSENT. Shareholder Against For
6. ELIMINATE ACCELERATED VESTING IN A Shareholder Against For
CHANGE IN CONTROL.
CRANE CO.
SECURITY 224399105 MEETING TYPE Annual
TICKER SYMBOL CR MEETING DATE 22-Apr-2013
ISIN US2243991054 AGENDA 933747719 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
1.1 ELECTION OF DIRECTOR (TERM EXPIRING Management For For
2016): RICHARD S. FORTE
1.2 ELECTION OF DIRECTOR (TERM EXPIRING Management For For
2016): ELLEN MCCLAIN HAIME
1.3 ELECTION OF DIRECTOR (TERM EXPIRING Management For For
2015): RONALD C. LINDSAY
1.4 ELECTION OF DIRECTOR (TERM EXPIRING Management For For
2016): JENNIFER M. POLLINO
1.5 ELECTION OF DIRECTOR (TERM EXPIRING Management For For
2016): JAMES L.L. TULLIS
2. RATIFICATION OF SELECTION OF DELOITTE Management For For
& TOUCHE LLP AS INDEPENDENT AUDITORS
FOR THE COMPANY FOR 2013.
3. SAY ON PAY - AN ADVISORY VOTE TO Management Abstain Against
APPROVE EXECUTIVE COMPENSATION.
4. APPROVAL OF 2013 STOCK INCENTIVE Management Against Against
PLAN.
WELLS FARGO & COMPANY
SECURITY 949746101 MEETING TYPE Annual
TICKER SYMBOL WFC MEETING DATE 23-Apr-2013
ISIN US9497461015 AGENDA 933743696 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
1A) ELECTION OF DIRECTOR: JOHN D. BAKER II Management For For
1B) ELECTION OF DIRECTOR: ELAINE L. CHAO Management For For
1C) ELECTION OF DIRECTOR: JOHN S. CHEN Management For For
1D) ELECTION OF DIRECTOR: LLOYD H. DEAN Management For For
1E) ELECTION OF DIRECTOR: SUSAN E. ENGEL Management For For
1F) ELECTION OF DIRECTOR: ENRIQUE Management For For
HERNANDEZ, JR.
1G) ELECTION OF DIRECTOR: DONALD M. JAMES Management For For
1H) ELECTION OF DIRECTOR: CYNTHIA H. Management For For
MILLIGAN
1I) ELECTION OF DIRECTOR: FEDERICO F. Management For For
PENA
1J) ELECTION OF DIRECTOR: HOWARD V. Management For For
RICHARDSON
1K) ELECTION OF DIRECTOR: JUDITH M. Management For For
RUNSTAD
1L) ELECTION OF DIRECTOR: STEPHEN W. Management For For
SANGER
1M) ELECTION OF DIRECTOR: JOHN G. STUMPF Management For For
1N) ELECTION OF DIRECTOR: SUSAN G. Management For For
SWENSON
2. ADVISORY RESOLUTION TO APPROVE Management Abstain Against
EXECUTIVE COMPENSATION.
3. PROPOSAL TO APPROVE THE COMPANY'S Management Against Against
AMENDED AND RESTATED LONG-TERM
INCENTIVE COMPENSATION PLAN.
4. PROPOSAL TO RATIFY THE APPOINTMENT Management For For
OF KPMG LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2013.
5. STOCKHOLDER PROPOSAL TO ADOPT A Shareholder Against For
POLICY REQUIRING AN INDEPENDENT
CHAIRMAN.
6. STOCKHOLDER PROPOSAL TO PROVIDE A Shareholder Against For
REPORT ON THE COMPANY'S LOBBYING
POLICIES AND PRACTICES.
7. STOCKHOLDER PROPOSAL TO REVIEW AND Shareholder Against For
REPORT ON INTERNAL CONTROLS OVER
THE COMPANY'S MORTGAGE SERVICING
AND FORECLOSURE PRACTICES.
ROLLINS, INC.
SECURITY 775711104 MEETING TYPE Annual
TICKER SYMBOL ROL MEETING DATE 23-Apr-2013
ISIN US7757111049 AGENDA 933748949 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
1. DIRECTOR Management
1 BILL J. DISMUKE For For
2 THOMAS J. LAWLEY, M.D. For For
3 JOHN F. WILSON For For
2. TO APPROVE THE PERFORMANCE-BASED Management For For
INCENTIVE CASH COMPENSATION PLAN
FOR EXECUTIVE OFFICERS.
3. TO RATIFY THE APPOINTMENT OF GRANT Management For For
THORNTON LLP AS INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM OF
THE COMPANY FOR 2013.
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).
RPC, INC.
SECURITY 749660106 MEETING TYPE Annual
TICKER SYMBOL RES MEETING DATE 23-Apr-2013
ISIN US7496601060 AGENDA 933763270 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
1. DIRECTOR Management
1 JAMES A. LANE, JR.* For For
2 LINDA H. GRAHAM* For For
3 BILL J. DISMUKE* For For
4 GARY W. ROLLINS# For For
2. TO RATIFY THE APPOINTMENT OF GRANT Management For For
THORNTON LLP AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR ENDING DECEMBER
31, 2013
THE COCA-COLA COMPANY
SECURITY 191216100 MEETING TYPE Annual
TICKER SYMBOL KO MEETING DATE 24-Apr-2013
ISIN US1912161007 AGENDA 933739596 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
1A. ELECTION OF DIRECTOR: HERBERT A. Management For For
ALLEN
1B. ELECTION OF DIRECTOR: RONALD W. ALLEN Management For For
1C. ELECTION OF DIRECTOR: HOWARD G. Management For For
BUFFETT
1D. ELECTION OF DIRECTOR: RICHARD M. Management For For
DALEY
1E. ELECTION OF DIRECTOR: BARRY DILLER Management For For
1F. ELECTION OF DIRECTOR: HELENE D. GAYLE Management For For
1G. ELECTION OF DIRECTOR: EVAN G. Management For For
GREENBERG
1H. ELECTION OF DIRECTOR: ALEXIS M. Management For For
HERMAN
1I. ELECTION OF DIRECTOR: MUHTAR KENT Management For For
1J. ELECTION OF DIRECTOR: ROBERT A. Management For For
KOTICK
1K. ELECTION OF DIRECTOR: MARIA ELENA Management For For
LAGOMASINO
1L. ELECTION OF DIRECTOR: DONALD F. Management For For
MCHENRY
1M. ELECTION OF DIRECTOR: SAM NUNN Management For For
1N. ELECTION OF DIRECTOR: JAMES D. Management For For
ROBINSON III
1O. ELECTION OF DIRECTOR: PETER V. Management For For
UEBERROTH
1P. ELECTION OF DIRECTOR: JACOB Management For For
WALLENBERG
2. RATIFICATION OF THE APPOINTMENT OF Management For For
ERNST & YOUNG LLP AS INDEPENDENT
AUDITORS.
3. ADVISORY VOTE TO APPROVE EXECUTIVE Management Abstain Against
COMPENSATION.
4. APPROVE AN AMENDMENT TO THE Management For For
COMPANY'S BY-LAWS TO PERMIT
SHAREOWNERS TO CALL SPECIAL
MEETINGS.
5. SHAREOWNER PROPOSAL REGARDING A Shareholder Against For
BOARD COMMITTEE ON HUMAN RIGHTS.
NCR CORPORATION
SECURITY 62886E108 MEETING TYPE Annual
TICKER SYMBOL NCR MEETING DATE 24-Apr-2013
ISIN US62886E1082 AGENDA 933743836 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
1. DIRECTOR Management
1 EDWARD P. BOYKIN* For For
2 LINDA FAYNE LEVINSON* For For
3 DEANNA W. OPPENHEIMER* For For
4 KURT P. KUEHN$ For For
2. RATIFY THE APPOINTMENT OF Management For For
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2013.
3. ADVISORY VOTE TO APPROVE EXECUTIVE Management Abstain Against
COMPENSATION AS DISCLOSED IN THESE
PROXY MATERIALS.
4. TO APPROVE THE NCR CORPORATION 2013 Management Against Against
STOCK INCENTIVE PLAN.
5. STOCKHOLDER PROPOSAL TO REPEAL THE Shareholder Against For
CLASSIFIED BOARD OF DIRECTORS.
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
BORGWARNER INC.
SECURITY 099724106 MEETING TYPE Annual
TICKER SYMBOL BWA MEETING DATE 24-Apr-2013
ISIN US0997241064 AGENDA 933744698 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
1.1 ELECTION OF DIRECTOR: JERE A. Management For For
DRUMMOND
1.2 ELECTION OF DIRECTOR: JOHN R. Management For For
MCKERNAN, JR.
1.3 ELECTION OF DIRECTOR: ERNEST J. NOVAK, Management For For
JR.
1.4 ELECTION OF DIRECTOR: JAMES R. Management For For
VERRIER
2. TO RATIFY THE SELECTION OF Management For For
PRICEWATERHOUSECOOPERS LLP AS
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE COMPANY FOR
2013.
3. ADVISORY APPROVAL OF THE COMPANY'S Management Abstain Against
EXECUTIVE COMPENSATION AS DISCLOSED
IN THE PROXY STATEMENT.
4. STOCKHOLDER PROPOSAL CONCERNING Shareholder For For
DECLASSIFICATION OF THE COMPANY'S
BOARD OF DIRECTORS.
THE EASTERN COMPANY
SECURITY 276317104 MEETING TYPE Annual
TICKER SYMBOL EML MEETING DATE 24-Apr-2013
ISIN US2763171046 AGENDA 933748759 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
1. DIRECTOR Management
1 C.W. HENRY For For
2. RATIFY THE APPOINTMENT OF THE Management For For
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM (FIONDELLA, MILONE &
LASARACINA LLP).
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.
DOVER MOTORSPORTS, INC.
SECURITY 260174107 MEETING TYPE Annual
TICKER SYMBOL DVD MEETING DATE 24-Apr-2013
ISIN US2601741075 AGENDA 933773271 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
1. DIRECTOR Management
1 JOHN W. ROLLINS, JR. For For
2 PATRICK J. BAGLEY For For
2. NONBINDING VOTE ON EXECUTIVE Management Abstain Against
COMPENSATION.
3. NONBINDING VOTE REGARDING THE Management Abstain Against
FREQUENCY OF VOTING ON EXECUTIVE
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.
MEDIA GENERAL, INC.
SECURITY 584404107 MEETING TYPE Annual
TICKER SYMBOL MEG MEETING DATE 25-Apr-2013
ISIN US5844041070 AGENDA 933744066 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
1. DIRECTOR Management
1 DENNIS J. FITZSIMONS For For
2 RODNEY A. SMOLLA For For
3 CARL S. THIGPEN For For
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.
SENSIENT TECHNOLOGIES CORPORATION
SECURITY 81725T100 MEETING TYPE Annual
TICKER SYMBOL SXT MEETING DATE 25-Apr-2013
ISIN US81725T1007 AGENDA 933753750 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
1. DIRECTOR Management
1 HANK BROWN For For
2 EDWARD H. CICHURSKI For For
3 FERGUS M. CLYDESDALE For For
4 JAMES A.D. CROFT For For
5 WILLIAM V. HICKEY For For
6 KENNETH P. MANNING For For
7 PAUL MANNING For For
8 ELAINE R. WEDRAL For For
9 ESSIE WHITELAW For For
2. PROPOSAL TO APPROVE THE Management For For
COMPENSATION PAID TO SENSIENT'S
NAMED EXECUTIVE OFFICERS, AS
DISCLOSED PURSUANT TO ITEM 402 OF
REGULATION S-K, INCLUDING THE
COMPENSATION DISCUSSION AND
ANALYSIS, COMPENSATION TABLES AND
NARRATIVE DISCUSSION IN THE
ACCOMPANYING PROXY STATEMENT.
3. PROPOSAL THAT SENSIENT'S Management For For
SHAREHOLDERS APPROVE THE COMPANY'S
AMENDED AND RESTATED 2007 STOCK
PLAN.
4. PROPOSAL TO RATIFY THE APPOINTMENT Management For For
OF ERNST & YOUNG LLP, CERTIFIED PUBLIC
ACCOUNTANTS, AS THE INDEPENDENT
AUDITORS OF THE COMPANY FOR 2013.
GATX CORPORATION
SECURITY 361448103 MEETING TYPE Annual
TICKER SYMBOL GMT MEETING DATE 26-Apr-2013
ISIN US3614481030 AGENDA 933750576 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
1.1 ELECTION OF DIRECTOR: ANNE L. ARVIA Management For For
1.2 ELECTION OF DIRECTOR: ERNST A. HABERLI Management For For
1.3 ELECTION OF DIRECTOR: BRIAN A. KENNEY Management For For
1.4 ELECTION OF DIRECTOR: MARK G. Management For For
MCGRATH
1.5 ELECTION OF DIRECTOR: JAMES B. REAM Management For For
1.6 ELECTION OF DIRECTOR: ROBERT J. Management For For
RITCHIE
1.7 ELECTION OF DIRECTOR: DAVID S. Management For For
SUTHERLAND
1.8 ELECTION OF DIRECTOR: CASEY J. SYLLA Management For For
1.9 ELECTION OF DIRECTOR: PAUL G. Management For For
YOVOVICH
2. RATIFICATION OF THE APPOINTMENT OF Management For For
THE INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2013.
3. ADVISORY RESOLUTION TO APPROVE Management Abstain Against
EXECUTIVE COMPENSATION.
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.
AMERICAN EXPRESS COMPANY
SECURITY 025816109 MEETING TYPE Annual
TICKER SYMBOL AXP MEETING DATE 29-Apr-2013
ISIN US0258161092 AGENDA 933746402 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
1. DIRECTOR Management
1 C. BARSHEFSKY For For
2 U.M. BURNS For For
3 K.I. CHENAULT For For
4 P. CHERNIN For For
5 A. LAUVERGEON For For
6 T.J. LEONSIS For For
7 R.C. LEVIN For For
8 R.A. MCGINN For For
9 S.J. PALMISANO For For
10 S.S REINEMUND For For
11 D.L. VASELLA For For
12 R.D. WALTER For For
13 R.A. WILLIAMS For For
2. RATIFICATION OF APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS OUR
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2013.
3. ADVISORY RESOLUTION TO APPROVE Management Abstain Against
EXECUTIVE COMPENSATION.
4. SHAREHOLDER PROPOSAL RELATING TO Shareholder Against For
SEPARATION OF CHAIRMAN AND CEO
ROLES.
THE BOEING COMPANY
SECURITY 097023105 MEETING TYPE Annual
TICKER SYMBOL BA MEETING DATE 29-Apr-2013
ISIN US0970231058 AGENDA 933747315 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
1A. ELECTION OF DIRECTOR: DAVID L. Management For For
CALHOUN
1B. ELECTION OF DIRECTOR: ARTHUR D. Management For For
COLLINS, JR.
1C. ELECTION OF DIRECTOR: LINDA Z. COOK Management For For
1D. ELECTION OF DIRECTOR: KENNETH M. Management For For
DUBERSTEIN
1E. ELECTION OF DIRECTOR: EDMUND P. Management For For
GIAMBASTIANI, JR.
1F. ELECTION OF DIRECTOR: LAWRENCE W. Management For For
KELLNER
1G. ELECTION OF DIRECTOR: EDWARD M. LIDDY Management For For
1H. ELECTION OF DIRECTOR: W. JAMES Management For For
MCNERNEY, JR.
1I. ELECTION OF DIRECTOR: SUSAN C. Management For For
SCHWAB
1J. ELECTION OF DIRECTOR: RONALD A. Management For For
WILLIAMS
1K. ELECTION OF DIRECTOR: MIKE S. Management For For
ZAFIROVSKI
2. ADVISORY VOTE TO APPROVE NAMED Management Abstain Against
EXECUTIVE OFFICER COMPENSATION.
3. RATIFICATION OF THE APPOINTMENT OF Management For For
DELOITTE & TOUCHE LLP AS INDEPENDENT
AUDITOR FOR 2013.
4. FUTURE EXTRAORDINARY RETIREMENT Shareholder Against For
BENEFITS.
5. ACTION BY WRITTEN CONSENT. Shareholder Against For
6. EXECUTIVES TO RETAIN SIGNIFICANT Shareholder Against For
STOCK.
7. INDEPENDENT BOARD CHAIRMAN. Shareholder Against For
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 .PLEAS-E NOTE THAT THIS IS A REVISION
DUE TO ADDITION OF URL LINK:
https://balo.journ-al-
officiel.gouv.fr/pdf/2013/0329/201303291301038.
pdf. IF YOU HAVE ALREADY SEN-T IN YOUR
VOTES, PLEASE DO NOT RETURN THIS
PROXY FORM UNLESS YOU DECIDE TO AME-
ND 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
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. Management For For
BERNICK
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
ECHOSTAR CORPORATION
SECURITY 278768106 MEETING TYPE Annual
TICKER SYMBOL SATS MEETING DATE 01-May-2013
ISIN US2787681061 AGENDA 933752241 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
1. DIRECTOR Management
1 R. STANTON DODGE For For
2 MICHAEL T. DUGAN For For
3 CHARLES W. ERGEN For For
4 ANTHONY M. FEDERICO For For
5 PRADMAN P. KAUL For For
6 TOM A. ORTOLF For For
7 C. MICHAEL SCHROEDER For For
2. TO RATIFY THE APPOINTMENT OF KPMG LLP Management For For
AS OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR FISCAL YEAR
ENDING DECEMBER 31, 2013.
3. TO TRANSACT SUCH OTHER BUSINESS AS Management Abstain Against
MAY PROPERLY COME BEFORE THE
ANNUAL MEETING OR ANY ADJOURNMENT
OR POSTPONEMENT THEREOF.
CIRCOR INTERNATIONAL, INC.
SECURITY 17273K109 MEETING TYPE Annual
TICKER SYMBOL CIR MEETING DATE 01-May-2013
ISIN US17273K1097 AGENDA 933753724 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
1 DIRECTOR Management
1 JEROME D. BRADY For For
2 PETER M. WILVER For For
2 TO RATIFY THE AUDIT COMMITTEE OF THE Management For For
BOARD OF DIRECTORS' SELECTION OF
GRANT THORNTON LLP AS THE COMPANY'S
INDEPENDENT AUDITORS FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2013.
3 TO CONSIDER AN ADVISORY RESOLUTION Management Abstain Against
APPROVING THE COMPENSATION OF THE
COMPANY'S NAMED EXECUTIVE OFFICERS.
ROLLS-ROYCE HOLDINGS PLC, LONDON
SECURITY G76225104 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 02-May-2013
ISIN GB00B63H8491 AGENDA 704332701 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
1 That the directors' report and the audited financial Management For For
statements for the year ended 31 December
2012 be received
2 That the directors' remuneration report for the Management For For
year ended 31 December 2012 be approved
3 That Ian Davis be elected as a director of the Management For For
Company
4 That Jasmin Staiblin be elected as a director of Management For For
the Company
5 That John Rishton be re-elected as a director of Management For For
the Company
6 That Dame Helen Alexander be re-elected as a Management For For
director of the Company
7 That Lewis Booth CBE be re-elected as a director Management For For
of the Company
8 That Sir Frank Chapman be re-elected as a Management For For
director of the Company
9 That Iain Conn be re-elected as a director of the Management For For
Company
10 That James Guyette be re-elected as a director Management For For
of the Company
11 That John McAdam be re-elected as a director of Management For For
the Company
12 That Mark Morris be re-elected as a director of Management For For
the Company
13 That John Neill CBE be re-elected as a director Management For For
of the Company
14 That Colin Smith CBE be re-elected as a director Management For For
of the Company
15 That KPMG Audit Plc be reappointed as the Management For For
Company's auditor to hold office until the
conclusion of the next general meeting at which
financial statements are laid before the Company
16 That the directors be authorised to agree the Management For For
auditor's remuneration
17 That, the directors be and are hereby authorised: Management For For
a)on one or more occasions, to capitalise such
sums as they may determine from time to time
but not exceeding the aggregate nominal sum of
GBP 500 million standing to the credit of the
Company's merger reserve, capital redemption
reserve and/or such other reserves as the
Company may legally use in paying up in full at
par, up to 500 billion non-cumulative redeemable
preference shares in the capital of the Company
with a nominal value of 0.1 pence each (C
Shares) from time to time having the rights and
being subject to the restrictions contained in the
Articles of Association (the Articles) of the
Company from time to time or any other terms
and conditions approved by the directors from
time to time; b) pursuant to Section 551 of the
Companies Act 2006 (the Act), to CONTD
CONT CONTD exercise all powers of the Company to Non-Voting
allot and issue C Shares credited-as fully paid up
to an aggregate nominal amount of GBP 500
million to the-holders of ordinary shares of 20
pence each in the capital of the Company on-the
register of members of the Company on any
dates determined by the-directors from time to
time and on the basis of the number of C Shares
for-every ordinary share held as may be
determined by the directors from time to-time;
and provided that the authority conferred by this
resolution shall-expire at the end of the 2014
AGM of the Company or 15 months after the
date-on which this resolution is passed
(whichever is the earlier) and so that-such
authority shall be additional to, and without
prejudice to, the-unexercised portion of any other
authorities and powers granted to the-directors,
and CONTD
CONT CONTD any resolution passed prior to the date of Non-Voting
passing of this resolution;-and c) to do all acts
and things they may consider necessary or
desirable to-give effect to this resolution and to
satisfy any entitlement to C Shares-howsoever
arising
18 That the Company and any company which is or Management For For
becomes a subsidiary of the Company during the
period to which this resolution is effective be and
is hereby authorised to: a)make donations to
political parties and/or independent election
candidates; b) make donations to political
organisations other than political parties; and c)
incur political expenditure during the period
commencing on the date of this resolution and
ending on the date of the 2014 AGM or 15
months after the date on which this resolution is
passed (whichever is the earlier), provided that in
each case any such donations and expenditure
made by the Company or by any such subsidiary
shall not exceed GBP 25,000 per company and
the aggregate of those made by the Company
and any such subsidiary shall not exceed GBP
50,000. For the purposes of this resolution,
CONTD
CONT CONTD the terms 'political donation', 'political Non-Voting
parties', 'independent-election candidates',
'political organisation' and 'political expenditure'-
have the meanings given by Part 14 of the Act
19 That: a) the first Section 551 amount as defined Management For For
in article 12 of the Articles shall be GBP
124,821,118; and b)the second Section 551
amount as defined in article 12 of the Articles
shall be GBP 249,642,235; and c) the prescribed
period as defined in article 12 of the Articles for
which the authorities conferred by this resolution
are given shall be a period expiring (unless
previously renewed, varied or revoked by the
Company in general meeting) at the end of the
2014 AGM of the Company or 15 months after
the date on which this resolution is passed
(whichever is the earlier)
20 That, subject to the passing of Resolution 19, the Management For For
Section 561 amount as defined in article 12 of the
Articles shall be GBP 18,723,167 and the
prescribed period for which the authority
conferred by this resolution is given shall be a
period expiring (unless previously renewed,
varied or revoked by the Company in general
meeting) at the end of the 2014 AGM of the
Company or 15 months after the date on which
this resolution is passed (whichever is the earlier)
21 That the Company be and is hereby generally Management For For
and unconditionally authorised to make market
purchases (within the meaning of Section 693(4)
of the Act) of its ordinary shares, subject to the
following conditions: a)the maximum aggregate
number of ordinary shares authorised to be
purchased is 187,231,677; b)the minimum price
(exclusive of expenses) which may be paid for an
ordinary share is 20 pence (being the nominal
value of an ordinary share); c) the maximum
price (exclusive of expenses) which may be paid
for each ordinary share is the higher of: i) an
amount equal to 105 per cent of the average of
the middle market quotations for the ordinary
shares as derived from the London Stock
Exchange Daily Official List for the five business
days immediately preceding the day on which an
ordinary share is contracted to be CONTD
CONT CONTD purchased; and ii) an amount equal to Non-Voting
the higher of the price of the-last independent
trade of an ordinary share and the highest
current-independent bid for an ordinary share as
derived from the London Stock-Exchange
Trading System; d)this authority shall expire at
the end of the 2014-AGM of the Company or 15
months from the date of this resolution
(whichever-is the earlier); and e) a contract to
purchase shares under this authority-may be
made prior to the expiry of this authority, and
concluded, in whole or-in part, after the expiry of
this authority
22 That with immediate effect, the amended Articles Management For For
of Association of the Company produced to the
meeting and initialed by the Chairman for the
purpose of identification (the New Articles) be
approved and adopted as the Articles of
Association of the Company, in substitution for
the existing Articles of Association (the Existing
Articles)
PLEASE NOTE THAT THIS IS A REVISION Non-Voting
DUE TO MODIFICATION OF TEXT IN
RESOLUTION-NO 9. 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.
AMPCO-PITTSBURGH CORPORATION
SECURITY 032037103 MEETING TYPE Annual
TICKER SYMBOL AP MEETING DATE 02-May-2013
ISIN US0320371034 AGENDA 933748610 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
1. DIRECTOR Management
1 LEONARD M. CARROLL For For
2 LAURENCE E. PAUL For For
3 ERNEST G. SIDDONS For For
2. TO APPROVE, IN A NON-BINDING VOTE, THE Management Abstain Against
COMPENSATION OF THE NAMED EXECUTIVE
OFFICERS.
3. TO RATIFY THE APPOINTMENT OF DELOITTE Management For For
& TOUCHE LLP AS THE INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR 2013.
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, Management For For
JR.
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 Management For For
NORRINGTON
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.
DISH NETWORK CORPORATION
SECURITY 25470M109 MEETING TYPE Annual
TICKER SYMBOL DISH MEETING DATE 02-May-2013
ISIN US25470M1099 AGENDA 933751960 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
1. DIRECTOR Management
1 JOSEPH P. CLAYTON For For
2 JAMES DEFRANCO For For
3 CANTEY M. ERGEN For For
4 CHARLES W. ERGEN For For
5 STEVEN R. GOODBARN For For
6 GARY S. HOWARD For For
7 DAVID K. MOSKOWITZ For For
8 TOM A. ORTOLF For For
9 CARL E. VOGEL For For
2. TO RATIFY THE APPOINTMENT OF KPMG LLP Management For For
AS OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2013.
3. TO AMEND AND RESTATE OUR EMPLOYEE Management For For
STOCK PURCHASE PLAN.
ARCHER-DANIELS-MIDLAND COMPANY
SECURITY 039483102 MEETING TYPE Annual
TICKER SYMBOL ADM MEETING DATE 02-May-2013
ISIN US0394831020 AGENDA 933759396 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
1A. ELECTION OF DIRECTOR: A.L. BOECKMANN Management For For
1B. ELECTION OF DIRECTOR: G.W. BUCKLEY Management For For
1C. ELECTION OF DIRECTOR: M.H. CARTER Management For For
1D. ELECTION OF DIRECTOR: T.K. CREWS Management For For
1E. ELECTION OF DIRECTOR: P. DUFOUR Management For For
1F. ELECTION OF DIRECTOR: D.E. FELSINGER Management For For
1G. ELECTION OF DIRECTOR: A. MACIEL Management For For
1H. ELECTION OF DIRECTOR: P.J. MOORE Management For For
1I. ELECTION OF DIRECTOR: T.F. O'NEILL Management For For
1J. ELECTION OF DIRECTOR: D. SHIH Management For For
1K. ELECTION OF DIRECTOR: K.R. WESTBROOK Management For For
1L. ELECTION OF DIRECTOR: P.A. WOERTZ Management For For
2. RATIFY THE APPOINTMENT OF ERNST & Management For For
YOUNG LLP AS INDEPENDENT AUDITORS
FOR THE YEAR ENDING DECEMBER 31, 2013.
3. ADVISORY VOTE ON EXECUTIVE Management Abstain Against
COMPENSATION.
FRANKLIN ELECTRIC CO., INC.
SECURITY 353514102 MEETING TYPE Annual
TICKER SYMBOL FELE MEETING DATE 03-May-2013
ISIN US3535141028 AGENDA 933748660 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
1 DIRECTOR Management
1 R. SCOTT TRUMBULL For For
2 THOMAS L. YOUNG For For
2 TO RATIFY THE APPOINTMENT OF DELOITTE Management For For
& TOUCHE, LLP AS INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE 2013 FISCAL YEAR.
3 TO APPROVE, ON AN ADVISORY BASIS, THE Management Abstain Against
EXECUTIVE COMPENSATION OF OUR
NAMED EXECUTIVE OFFICERS AS
DISCLOSED IN THE PROXY STATEMENT.
CINCINNATI BELL INC.
SECURITY 171871106 MEETING TYPE Annual
TICKER SYMBOL CBB MEETING DATE 03-May-2013
ISIN US1718711062 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.
TOOTSIE ROLL INDUSTRIES, INC.
SECURITY 890516107 MEETING TYPE Annual
TICKER SYMBOL TR MEETING DATE 06-May-2013
ISIN US8905161076 AGENDA 933756047 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
1. DIRECTOR Management
1 MELVIN J. GORDON For For
2 ELLEN R. GORDON For For
3 LANA JANE LEWIS-BRENT For For
4 BARRE A. SEIBERT For For
5 RICHARD P. BERGEMAN For For
2. RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR
2013.
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.
JOURNAL COMMUNICATIONS, INC.
SECURITY 481130102 MEETING TYPE Annual
TICKER SYMBOL JRN MEETING DATE 07-May-2013
ISIN US4811301021 AGENDA 933756605 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
01 DIRECTOR Management
1 JEANETTE TULLY For For
2 DEAN H. BLYTHE For For
02 NON-BINDING RESOLUTION TO APPROVE Management For For
THE COMPENSATION OF THE COMPANY'S
NAMED EXECUTIVE OFFICERS AS
DISCLOSED IN THE ACCOMPANYING PROXY
STATEMENT.
03 RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE
COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE FISCAL
YEAR ENDING DECEMBER 29, 2013.
BOSTON SCIENTIFIC CORPORATION
SECURITY 101137107 MEETING TYPE Annual
TICKER SYMBOL BSX MEETING DATE 07-May-2013
ISIN US1011371077 AGENDA 933757304 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
1A. ELECTION OF DIRECTOR: KATHARINE T. Management For For
BARTLETT
1B. ELECTION OF DIRECTOR: BRUCE L. BYRNES Management For For
1C. ELECTION OF DIRECTOR: NELDA J. Management For For
CONNORS
1D. ELECTION OF DIRECTOR: KRISTINA M. Management For For
JOHNSON
1E. ELECTION OF DIRECTOR: MICHAEL F. Management For For
MAHONEY
1F. ELECTION OF DIRECTOR: ERNEST MARIO Management For For
1G. ELECTION OF DIRECTOR: N.J. NICHOLAS, JR. Management For For
1H. ELECTION OF DIRECTOR: PETE M. Management For For
NICHOLAS
1I. ELECTION OF DIRECTOR: UWE E. Management For For
REINHARDT
1J. ELECTION OF DIRECTOR: JOHN E. SUNUNU Management For For
2. TO CONSIDER AND VOTE UPON AN Management Abstain Against
ADVISORY VOTE TO APPROVE NAMED
EXECUTIVE OFFICER COMPENSATION.
3. TO RATIFY THE APPOINTMENT OF ERNST & Management For For
YOUNG LLP AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE 2013 FISCAL YEAR.
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.
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.
PHILLIPS 66
SECURITY 718546104 MEETING TYPE Annual
TICKER SYMBOL PSX MEETING DATE 08-May-2013
ISIN US7185461040 AGENDA 933753560 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
1A. ELECTION OF DIRECTOR: GREG C. Management For For
GARLAND
1B. ELECTION OF DIRECTOR: JOHN E. LOWE Management For For
2. PROPOSAL TO RATIFY THE APPOINTMENT Management For For
OF ERNST & YOUNG LLP AS INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR PHILLIPS 66 FOR 2013.
3. PROPOSAL TO APPROVE ADOPTION OF THE Management For For
2013 OMNIBUS STOCK AND PERFORMANCE
INCENTIVE PLAN OF PHILLIPS 66.
4. SAY ON PAY - AN ADVISORY VOTE ON THE Management Abstain Against
APPROVAL OF EXECUTIVE COMPENSATION.
5. SAY WHEN ON PAY - AN ADVISORY VOTE ON Management Abstain Against
THE FREQUENCY OF STOCKHOLDER VOTES
ON EXECUTIVE COMPENSATION.
LABORATORY CORP. OF AMERICA HOLDINGS
SECURITY 50540R409 MEETING TYPE Annual
TICKER SYMBOL LH MEETING DATE 08-May-2013
ISIN US50540R4092 AGENDA 933756643 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
1A. ELECTION OF DIRECTOR: KERRII B. Management For For
ANDERSON
1B. ELECTION OF DIRECTOR: JEAN-LUC Management For For
BELINGARD
1C. ELECTION OF DIRECTOR: DAVID P. KING Management For For
1D. ELECTION OF DIRECTOR: WENDY E. LANE Management For For
1E. ELECTION OF DIRECTOR: ROBERT E. Management For For
MITTELSTAEDT, JR.
1F. ELECTION OF DIRECTOR: PETER M. Management For For
NEUPERT
1G. ELECTION OF DIRECTOR: ARTHUR H. Management For For
RUBENSTEIN, MBBCH
1H. ELECTION OF DIRECTOR: ADAM H. Management For For
SCHECHTER
1I. ELECTION OF DIRECTOR: M. KEITH WEIKEL, Management For For
PH.D.
1J. ELECTION OF DIRECTOR: R. SANDERS Management For For
WILLIAMS, M.D.
2. TO APPROVE, BY NON-BINDING VOTE, Management Abstain Against
EXECUTIVE COMPENSATION.
3. RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS
LABORATORY CORPORATION OF AMERICA
HOLDINGS' INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR 2013.
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.
CAMERON INTERNATIONAL CORPORATION
SECURITY 13342B105 MEETING TYPE Annual
TICKER SYMBOL CAM MEETING DATE 08-May-2013
ISIN US13342B1052 AGENDA 933759194 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
1A ELECTION OF DIRECTOR: JAMES T. Management For For
HACKETT
1B ELECTION OF DIRECTOR: MICHAEL E. Management For For
PATRICK
1C ELECTION OF DIRECTOR: JON ERIK Management For For
REINHARDSEN
1D ELECTION OF DIRECTOR: BRUCE W. Management For For
WILKINSON
2 TO RATIFY THE APPOINTMENT OF ERNST & Management For For
YOUNG LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTANTS FOR 2013.
3 TO APPROVE, ON AN ADVISORY BASIS, THE Management Abstain Against
COMPANY'S 2012 EXECUTIVE
COMPENSATION.
4 TO APPROVE THE AMENDMENTS TO AND Management For For
THE RESTATEMENT OF THE COMPANY'S
EQUITY INCENTIVE PLAN.
AMETEK INC.
SECURITY 031100100 MEETING TYPE Annual
TICKER SYMBOL AME MEETING DATE 08-May-2013
ISIN US0311001004 AGENDA 933766555 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
1. DIRECTOR Management
1 RUBY R. CHANDY For For
2 CHARLES D. KLEIN For For
3 STEVEN W. KOHLHAGEN For For
2. APPROVAL OF AN AMENDMENT TO THE Management For For
CERTIFICATE OF INCORPORATION OF
AMETEK, INC. INCREASING AUTHORIZED
SHARES OF COMMON STOCK FROM
400,000,000 TO 800,000,000.
3. APPROVAL, BY NON-BINDING ADVISORY Management Abstain Against
VOTE, OF AMETEK, INC. EXECUTIVE
COMPENSATION.
4. RATIFICATION OF ERNST & YOUNG LLP AS Management For For
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM.
QUAKER CHEMICAL CORPORATION
SECURITY 747316107 MEETING TYPE Annual
TICKER SYMBOL KWR MEETING DATE 08-May-2013
ISIN US7473161070 AGENDA 933773043 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
1. DIRECTOR Management
1 JOSEPH B. ANDERSON, JR. For For
2 PATRICIA C. BARRON For For
3 MARK A. DOUGLAS For For
2. APPROVAL OF THE 2013 DIRECTOR STOCK Management For For
OWNERSHIP PLAN.
3. RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE
COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR 2013.
EL PASO ELECTRIC COMPANY
SECURITY 283677854 MEETING TYPE Annual
TICKER SYMBOL EE MEETING DATE 09-May-2013
ISIN US2836778546 AGENDA 933750122 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
1. DIRECTOR Management
1 JOHN ROBERT BROWN For For
2 JAMES W. CICCONI For For
3 P.Z. HOLLAND-BRANCH For For
4 THOMAS V. SHOCKLEY, III For For
2. RATIFY THE SELECTION OF KPMG LLP AS Management For For
THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR ENDING DECEMBER
31, 2013.
3. TO APPROVE, BY NON-BINDING VOTE, Management For For
EXECUTIVE COMPENSATION.
CVS CAREMARK CORPORATION
SECURITY 126650100 MEETING TYPE Annual
TICKER SYMBOL CVS MEETING DATE 09-May-2013
ISIN US1266501006 AGENDA 933763509 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
1A. ELECTION OF DIRECTOR: C. DAVID BROWN Management For For
II
1B. ELECTION OF DIRECTOR: DAVID W. Management For For
DORMAN
1C. ELECTION OF DIRECTOR: ANNE M. Management For For
FINUCANE
1D. ELECTION OF DIRECTOR: KRISTEN GIBNEY Management For For
WILLIAMS
1E. ELECTION OF DIRECTOR: LARRY J. MERLO Management For For
1F. ELECTION OF DIRECTOR: JEAN-PIERRE Management For For
MILLON
1G. ELECTION OF DIRECTOR: RICHARD J. SWIFT Management For For
1H. ELECTION OF DIRECTOR: WILLIAM C. Management For For
WELDON
1I. ELECTION OF DIRECTOR: TONY L. WHITE Management For For
2. PROPOSAL TO RATIFY INDEPENDENT Management For For
PUBLIC ACCOUNTING FIRM FOR 2013.
3. SAY ON PAY - AN ADVISORY VOTE ON THE Management Abstain Against
APPROVAL OF EXECUTIVE COMPENSATION.
4. AMEND THE COMPANY'S 2007 EMPLOYEE Management For For
STOCK PURCHASE PLAN TO ADD SHARES
TO THE PLAN.
5. AMEND THE COMPANY'S CHARTER TO Management For For
REDUCE VOTING THRESHOLDS IN THE FAIR
PRICE PROVISION.
6. STOCKHOLDER PROPOSAL REGARDING Shareholder Against For
POLITICAL CONTRIBUTIONS AND
EXPENDITURES.
7. STOCKHOLDER PROPOSAL REGARDING Shareholder Against For
POLICY ON ACCELERATED VESTING OF
EQUITY AWARDS UPON A CHANGE IN
CONTROL.
8. STOCKHOLDER PROPOSAL REGARDING Shareholder Against For
LOBBYING EXPENDITURES.
FURMANITE CORPORATION
SECURITY 361086101 MEETING TYPE Annual
TICKER SYMBOL FRM MEETING DATE 09-May-2013
ISIN US3610861011 AGENDA 933763561 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
1. DIRECTOR Management
1 CHARLES R. COX Withheld Against
2 SANGWOO AHN Withheld Against
3 KEVIN R. JOST Withheld Against
4 RALPH PATITUCCI Withheld Against
2. ADVISORY APPROVAL OF THE COMPANY'S Management Abstain Against
EXECUTIVE COMPENSATION.
3. THE RATIFICATION OF THE APPOINTMENT Management For For
OF UHY LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2013.
4. THE RATIFICATION OF THE AMENDMENT OF Management Against Against
THE FURMANITE 1994 STOCK INCENTIVE
PLAN AS APPROVED BY THE BOARD OF
DIRECTORS.
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.
WASTE MANAGEMENT, INC.
SECURITY 94106L109 MEETING TYPE Annual
TICKER SYMBOL WM MEETING DATE 10-May-2013
ISIN US94106L1098 AGENDA 933750209 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
1A. ELECTION OF DIRECTOR: BRADBURY H. Management For For
ANDERSON
1B. ELECTION OF DIRECTOR: FRANK M. CLARK, Management For For
JR.
1C. ELECTION OF DIRECTOR: PATRICK W. Management For For
GROSS
1D. ELECTION OF DIRECTOR: VICTORIA M. HOLT Management For For
1E. ELECTION OF DIRECTOR: JOHN C. POPE Management For For
1F. ELECTION OF DIRECTOR: W. ROBERT REUM Management For For
1G. ELECTION OF DIRECTOR: DAVID P. STEINER Management For For
1H. ELECTION OF DIRECTOR: THOMAS H. Management For For
WEIDEMEYER
2. RATIFICATION OF THE APPOINTMENT OF Management For For
ERNST & YOUNG, LLP AS THE INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR 2013.
3. APPROVAL OF OUR EXECUTIVE Management Abstain Against
COMPENSATION.
4. STOCKHOLDER PROPOSAL REGARDING A Shareholder Against For
REQUIREMENT FOR SENIOR EXECUTIVES
TO HOLD A SIGNIFICANT PERCENTAGE OF
EQUITY AWARDS UNTIL RETIREMENT, IF
PROPERLY PRESENTED AT THE MEETING.
5. STOCKHOLDER PROPOSAL REGARDING Shareholder Against For
DISCLOSURE OF POLITICAL
CONTRIBUTIONS, IF PROPERLY PRESENTED
AT THE MEETING.
6. STOCKHOLDER PROPOSAL REGARDING Shareholder Against For
COMPENSATION BENCHMARKING CAP, IF
PROPERLY PRESENTED AT THE MEETING.
CURTISS-WRIGHT CORPORATION
SECURITY 231561101 MEETING TYPE Annual
TICKER SYMBOL CW MEETING DATE 10-May-2013
ISIN US2315611010 AGENDA 933759257 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
1. DIRECTOR Management
1 MARTIN R. BENANTE For For
2 DEAN M. FLATT For For
3 S. MARCE FULLER For For
4 ALLEN A. KOZINSKI For For
5 JOHN R. MYERS For For
6 JOHN B. NATHMAN For For
7 ROBERT J. RIVET For For
8 WILLIAM W. SIHLER For For
9 ALBERT E. SMITH For For
2. TO RATIFY THE APPOINTMENT OF DELOITTE Management For For
& TOUCHE LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2013
3. AN ADVISORY (NON-BINDING) VOTE ON Management For For
EXECUTIVE COMPENSATION
CYPRESS SEMICONDUCTOR CORPORATION
SECURITY 232806109 MEETING TYPE Annual
TICKER SYMBOL CY MEETING DATE 10-May-2013
ISIN US2328061096 AGENDA 933761391 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
1 DIRECTOR Management
1 T.J. RODGERS For For
2 W. STEVE ALBRECHT For For
3 ERIC A. BENHAMOU For For
4 LLOYD CARNEY For For
5 JAMES R. LONG For For
6 J. DANIEL MCCRANIE For For
7 J.D. SHERMAN For For
8 WILBERT VAN DEN HOEK For For
2 THE RATIFICATION OF THE APPOINTMENT Management For For
OF PRICEWATERHOUSECOOPERS LLP AS
OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR FISCAL YEAR 2013.
3 ANNUAL ADVISORY VOTE TO APPROVE THE Management For For
COMPENSATION OF OUR NAMED
EXECUTIVE OFFICERS.
4 APPROVAL OF THE AMENDED AND Management For For
RESTATED 2013 STOCK PLAN WHICH: (I)
RENAMES PLAN, (II) EXTENDS TERM OF
PLAN, (III) LIMITS NON-EMPLOYEE
DIRECTOR EQUITY AWARDS, (IV) SEEKS
STOCKHOLDER APPROVAL FOR
PERFORMANCE-BASED AWARDS UNDER
SECTION 162(M) OF IRS CODE, AND (V)
REDUCES NUMBER OF OPTIONS/RSUS THAT
MAY BE GRANTED TO AN INDIVIDUAL IN A
GIVEN FISCAL YEAR.
5 APPROVAL OF THE AMENDED AND Management For For
RESTATED EMPLOYEE STOCK PURCHASE
PLAN WHICH EXTENDS THE TERM OF THE
PLAN AND PROVIDES FOR PARTICIPATION
BY NON-U.S. EMPLOYEES.
SAFEWAY INC.
SECURITY 786514208 MEETING TYPE Annual
TICKER SYMBOL SWY MEETING DATE 14-May-2013
ISIN US7865142084 AGENDA 933763092 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
1A. ELECTION OF DIRECTOR: JANET E. GROVE Management For For
1B. ELECTION OF DIRECTOR: MOHAN GYANI Management For For
1C. ELECTION OF DIRECTOR: FRANK C. Management For For
HERRINGER
1D. ELECTION OF DIRECTOR: GEORGE J. Management For For
MORROW
1E. ELECTION OF DIRECTOR: KENNETH W. Management For For
ODER
1F. ELECTION OF DIRECTOR: T. GARY ROGERS Management For For
1G. ELECTION OF DIRECTOR: ARUN SARIN Management For For
1H. ELECTION OF DIRECTOR: WILLIAM Y. Management For For
TAUSCHER
2. NON-BINDING ADVISORY APPROVAL OF THE Management Abstain Against
COMPANY'S EXECUTIVE COMPENSATION
("SAY-ON-PAY").
3. RE-APPROVAL OF THE 2007 EQUITY AND Management For For
INCENTIVE AWARD PLAN.
4. RATIFICATION OF APPOINTMENT OF Management For For
DELOITTE & TOUCHE LLP AS THE
COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR FISCAL
YEAR 2013.
CONOCOPHILLIPS
SECURITY 20825C104 MEETING TYPE Annual
TICKER SYMBOL COP MEETING DATE 14-May-2013
ISIN US20825C1045 AGENDA 933764842 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
1A. ELECTION OF DIRECTOR: RICHARD L. Management For For
ARMITAGE
1B. ELECTION OF DIRECTOR: RICHARD H. Management For For
AUCHINLECK
1C. ELECTION OF DIRECTOR: JAMES E. Management For For
COPELAND, JR.
1D. ELECTION OF DIRECTOR: JODY L. FREEMAN Management For For
1E. ELECTION OF DIRECTOR: GAY HUEY EVANS Management For For
1F. ELECTION OF DIRECTOR: RYAN M. LANCE Management For For
1G. ELECTION OF DIRECTOR: MOHD H. MARICAN Management For For
1H. ELECTION OF DIRECTOR: ROBERT A. Management For For
NIBLOCK
1I. ELECTION OF DIRECTOR: HARALD J. NORVIK Management For For
1J. ELECTION OF DIRECTOR: WILLIAM E. WADE, Management For For
JR.
2. TO RATIFY APPOINTMENT OF ERNST & Management For For
YOUNG LLP AS CONOCOPHILLIPS'
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2013.
3. ADVISORY APPROVAL OF EXECUTIVE Management Abstain Against
COMPENSATION.
4. REPORT ON GRASSROOTS LOBBYING Shareholder Against For
EXPENDITURES.
5. GREENHOUSE GAS REDUCTION TARGETS. Shareholder Against For
6. GENDER IDENTITY NON-DISCRIMINATION. Shareholder Against For
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.
MORGAN STANLEY
SECURITY 617446448 MEETING TYPE Annual
TICKER SYMBOL MS MEETING DATE 14-May-2013
ISIN US6174464486 AGENDA 933767228 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
1A. ELECTION OF DIRECTOR: ERSKINE B. Management For For
BOWLES
1B. ELECTION OF DIRECTOR: HOWARD J. Management For For
DAVIES
1C. ELECTION OF DIRECTOR: THOMAS H. Management For For
GLOCER
1D. ELECTION OF DIRECTOR: JAMES P. Management For For
GORMAN
1E. ELECTION OF DIRECTOR: ROBERT H. HERZ Management For For
1F. ELECTION OF DIRECTOR: C. ROBERT Management For For
KIDDER
1G. ELECTION OF DIRECTOR: KLAUS KLEINFELD Management For For
1H. ELECTION OF DIRECTOR: DONALD T. Management For For
NICOLAISEN
1I. ELECTION OF DIRECTOR: HUTHAM S. Management For For
OLAYAN
1J. ELECTION OF DIRECTOR: JAMES W. OWENS Management For For
1K. ELECTION OF DIRECTOR: O. GRIFFITH Management For For
SEXTON
1L. ELECTION OF DIRECTOR: RYOSUKE Management For For
TAMAKOSHI
1M. ELECTION OF DIRECTOR: MASAAKI TANAKA Management For For
1N. ELECTION OF DIRECTOR: LAURA D. TYSON Management For For
2. TO RATIFY THE APPOINTMENT OF DELOITTE Management For For
& TOUCHE LLP AS INDEPENDENT AUDITOR
3. TO APPROVE THE COMPENSATION OF Management Abstain Against
EXECUTIVES AS DISCLOSED IN THE PROXY
STATEMENT (NON-BINDING ADVISORY
RESOLUTION)
4. TO AMEND THE 2007 EQUITY INCENTIVE Management Against Against
COMPENSATION PLAN TO INCREASE
SHARES AVAILABLE FOR GRANT
5. TO AMEND THE 2007 EQUITY INCENTIVE Management For For
COMPENSATION PLAN TO PROVIDE FOR
QUALIFYING PERFORMANCE-BASED LONG-
TERM INCENTIVE AWARDS UNDER SECTION
162(M)
6. TO AMEND THE SECTION 162(M) Management For For
PERFORMANCE FORMULA GOVERNING
ANNUAL INCENTIVE COMPENSATION FOR
CERTAIN OFFICERS
HENRY SCHEIN, INC.
SECURITY 806407102 MEETING TYPE Annual
TICKER SYMBOL HSIC MEETING DATE 14-May-2013
ISIN US8064071025 AGENDA 933771227 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
1. DIRECTOR Management
1 STANLEY M. BERGMAN For For
2 GERALD A. BENJAMIN For For
3 JAMES P. BRESLAWSKI For For
4 MARK E. MLOTEK For For
5 STEVEN PALADINO For For
6 BARRY J. ALPERIN For For
7 PAUL BRONS For For
8 DONALD J. KABAT For For
9 PHILIP A. LASKAWY For For
10 KARYN MASHIMA For For
11 NORMAN S. MATTHEWS For For
12 CAROL RAPHAEL For For
13 BRADLEY T. SHEARES, PHD For For
14 LOUIS W. SULLIVAN, MD For For
2. PROPOSAL TO AMEND THE COMPANY'S Management For For
SECTION 162(M) CASH BONUS PLAN TO
EXTEND THE TERM OF THE PLAN TO
DECEMBER 31, 2017 AND TO RE-APPROVE
THE PERFORMANCE GOALS THEREUNDER.
3. PROPOSAL TO AMEND AND RESTATE THE Management Against Against
COMPANY'S AMENDED AND RESTATED 1994
STOCK INCENTIVE PLAN TO, AMONG OTHER
THINGS, INCREASE THE AGGREGATE
SHARE RESERVE AND EXTEND THE TERM
OF THE PLAN TO MAY 14, 2023.
4. PROPOSAL TO APPROVE, BY NON-BINDING Management Abstain Against
VOTE, THE 2012 COMPENSATION PAID TO
THE COMPANY'S NAMED EXECUTIVE
OFFICERS.
5. PROPOSAL TO RATIFY THE SELECTION OF Management For For
BDO USA, LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING DECEMBER 28, 2013.
GRAFTECH INTERNATIONAL LTD.
SECURITY 384313102 MEETING TYPE Annual
TICKER SYMBOL GTI MEETING DATE 14-May-2013
ISIN US3843131026 AGENDA 933777938 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
1. DIRECTOR Management
1 RANDY W. CARSON For For
2 MARY B. CRANSTON For For
3 HAROLD E. LAYMAN For For
4 FERRELL P. MCCLEAN For For
5 STEVEN R. SHAWLEY For For
6 CRAIG S. SHULAR For For
2. TO APPROVE, BY A NON-BINDING ADVISORY Management Abstain Against
VOTE, OUR EXECUTIVE COMPENSATION.
3. RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS OUR
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE CURRENT
FISCAL YEAR ENDING DECEMBER 31, 2013.
SCRIPPS NETWORKS INTERACTIVE, INC.
SECURITY 811065101 MEETING TYPE Annual
TICKER SYMBOL SNI MEETING DATE 14-May-2013
ISIN US8110651010 AGENDA 933781684 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
1. DIRECTOR Management
1 DAVID A. GALLOWAY For For
2 NICHOLAS B. PAUMGARTEN For For
3 JEFFREY SAGANSKY For For
4 RONALD W. TYSOE For For
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.
GRIFFIN LAND & NURSERIES, INC.
SECURITY 398231100 MEETING TYPE Annual
TICKER SYMBOL GRIF MEETING DATE 14-May-2013
ISIN US3982311009 AGENDA Opposition
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
1. DIRECTOR Opposition
1 WALTER M. SCHENKER For Against
2 EDWARD T. TOKAR For Against
2. RATIFICATION OF THE SELECTION OF Management For For
INDEPENDENT REGISTERED PUBLIC
ACCOUNTANTS.
3. APPROVAL, BY NON-BINDING VOTE, OF THE Management Abstain Against
COMPENSATION OF THE NAMED EXECUTIVE
OFFICERS PRESENTED IN GRIFFIN'S PROXY
STATEMENT.
WATTS WATER TECHNOLOGIES, INC.
SECURITY 942749102 MEETING TYPE Annual
TICKER SYMBOL WTS MEETING DATE 15-May-2013
ISIN US9427491025 AGENDA 933767367 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
1 DIRECTOR Management
1 ROBERT L. AYERS For For
2 BERNARD BAERT For For
3 KENNETT F. BURNES For For
4 RICHARD J. CATHCART For For
5 DAVID J. COGHLAN For For
6 W. CRAIG KISSEL For For
7 JOHN K. MCGILLICUDDY For For
8 JOSEPH T. NOONAN For For
9 MERILEE RAINES For For
2 TO RATIFY THE SELECTION OF KPMG LLP Management For For
AS OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE CURRENT
FISCAL YEAR.
3 TO APPROVE OUR EXECUTIVE INCENTIVE Management For For
BONUS PLAN.
4 TO APPROVE OUR SECOND AMENDED AND Management Against Against
RESTATED 2004 STOCK INCENTIVE PLAN.
STATE STREET CORPORATION
SECURITY 857477103 MEETING TYPE Annual
TICKER SYMBOL STT MEETING DATE 15-May-2013
ISIN US8574771031 AGENDA 933768662 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
1A ELECTION OF DIRECTOR: K. BURNES Management For For
1B ELECTION OF DIRECTOR: P. COYM Management For For
1C ELECTION OF DIRECTOR: P. DE SAINT- Management For For
AIGNAN
1D ELECTION OF DIRECTOR: A. FAWCETT Management For For
1E ELECTION OF DIRECTOR: L. HILL Management For For
1F ELECTION OF DIRECTOR: J. HOOLEY Management For For
1G ELECTION OF DIRECTOR: R. KAPLAN Management For For
1H ELECTION OF DIRECTOR: R. SERGEL Management For For
1I ELECTION OF DIRECTOR: R. SKATES Management For For
IJ ELECTION OF DIRECTOR: G. SUMME Management For For
IK ELECTION OF DIRECTOR: T. WILSON Management For For
2 TO APPROVE AN ADVISORY PROPOSAL ON Management Abstain Against
EXECUTIVE COMPENSATION.
3 TO RATIFY THE SELECTION OF ERNST & Management For For
YOUNG LLP AS STATE STREET'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE YEAR ENDING
DECEMBER 31, 2013.
MARSH & MCLENNAN COMPANIES, INC.
SECURITY 571748102 MEETING TYPE Annual
TICKER SYMBOL MMC MEETING DATE 16-May-2013
ISIN US5717481023 AGENDA 933768989 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
1A. ELECTION OF DIRECTOR: ZACHARY W. Management For For
CARTER
1B. ELECTION OF DIRECTOR: OSCAR FANJUL Management For For
1C. ELECTION OF DIRECTOR: DANIEL S. GLASER Management For For
1D. ELECTION OF DIRECTOR: H. EDWARD Management For For
HANWAY
1E. ELECTION OF DIRECTOR: LORD LANG OF Management For For
MONKTON
1F. ELECTION OF DIRECTOR: ELAINE LA ROCHE Management For For
1G. ELECTION OF DIRECTOR: STEVEN A. MILLS Management For For
1H. ELECTION OF DIRECTOR: BRUCE P. NOLOP Management For For
1I. ELECTION OF DIRECTOR: MARC D. OKEN Management For For
1J. ELECTION OF DIRECTOR: MORTON O. Management For For
SCHAPIRO
1K. ELECTION OF DIRECTOR: ADELE SIMMONS Management For For
1L. ELECTION OF DIRECTOR: LLOYD M. YATES Management For For
1M. ELECTION OF DIRECTOR: R. DAVID YOST Management For For
2. ADVISORY (NONBINDING) VOTE TO Management Abstain Against
APPROVE NAMED EXECUTIVE OFFICER
COMPENSATION
3. RATIFICATION OF SELECTION OF Management For For
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
BOYD GAMING CORPORATION
SECURITY 103304101 MEETING TYPE Annual
TICKER SYMBOL BYD MEETING DATE 16-May-2013
ISIN US1033041013 AGENDA 933774033 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
1. DIRECTOR Management
1 ROBERT L. BOUGHNER For For
2 WILLIAM R. BOYD For For
3 WILLIAM S. BOYD For For
4 RICHARD E. FLAHERTY For For
5 THOMAS V. GIRARDI For For
6 MARIANNE BOYD JOHNSON For For
7 BILLY G. MCCOY For For
8 FREDERICK J. SCHWAB For For
9 KEITH E. SMITH For For
10 CHRISTINE J. SPADAFOR For For
11 PETER M. THOMAS For For
12 VERONICA J. WILSON For For
2. TO RATIFY THE APPOINTMENT OF DELOITTE Management For For
& TOUCHE LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2013.
STANDARD MOTOR PRODUCTS, INC.
SECURITY 853666105 MEETING TYPE Annual
TICKER SYMBOL SMP MEETING DATE 16-May-2013
ISIN US8536661056 AGENDA 933786672 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
1. DIRECTOR Management
1 PAMELA FORBES LIEBERMAN For For
2 JOSEPH W. MCDONNELL For For
3 ALISA C. NORRIS For For
4 ARTHUR S. SILLS For For
5 LAWRENCE I. SILLS For For
6 PETER J. SILLS For For
7 FREDERICK D. STURDIVANT For For
8 WILLIAM H. TURNER For For
9 RICHARD S. WARD For For
10 ROGER M. WIDMANN For For
2. RATIFICATION OF THE APPOINTMENT OF Management For For
KPMG LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2013.
3. APPROVAL OF NON-BINDING, ADVISORY Management Abstain Against
RESOLUTION ON THE COMPENSATION OF
OUR NAMED EXECUTIVE OFFICERS.
SUPERIOR INDUSTRIES INTERNATIONAL, INC.
SECURITY 868168105 MEETING TYPE Contested-Annual
TICKER SYMBOL SUP MEETING DATE 17-May-2013
ISIN US8681681057 AGENDA 933803290 - Opposition
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
01 COMPANY'S PROPOSAL TO APPROVE AN Management For For
AMENDMENT TO THE ARTICLES OF
INCORPORATION TO DECLASSIFY THE
BOARD OF DIRECTORS AND PROVIDE FOR
THE ANNUAL ELECTION OF THE BOARD OF
DIRECTORS.
02 DIRECTOR Management
1 WALTER M. SCHENKER For For
3A ELECTION OF DIRECTOR: WALTER M. Management For For
SCHENKER
3B ELECTION OF DIRECTOR: STEVEN J. BORICK Management For For
3C ELECTION OF DIRECTOR: FRANCISCO S. Management For For
URANGA
04 COMPANY'S PROPOSAL TO APPROVE THE Management For For
AMENDED AND RESTATED 2008 EQUITY
INCENTIVE PLAN.
05 COMPANY'S PROPOSAL TO APPROVE THE Management For For
MATERIAL TERMS OF THE PERFORMANCE
GOALS UNDER THE AMENDED AND
RESTATED 2008 EQUITY INCENTIVE PLAN.
06 COMPANY'S PROPOSAL TO APPROVE Management Against For
EXECUTIVE COMPENSATION ON AN
ADVISORY BASIS.
JPMORGAN CHASE & CO.
SECURITY 46625H100 MEETING TYPE Annual
TICKER SYMBOL JPM MEETING DATE 21-May-2013
ISIN US46625H1005 AGENDA 933779728 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
1A. ELECTION OF DIRECTOR: JAMES A. BELL Management For For
1B. ELECTION OF DIRECTOR: CRANDALL C. Management For For
BOWLES
1C. ELECTION OF DIRECTOR: STEPHEN B. Management For For
BURKE
1D. ELECTION OF DIRECTOR: DAVID M. COTE Management For For
1E. ELECTION OF DIRECTOR: JAMES S. CROWN Management For For
1F. ELECTION OF DIRECTOR: JAMES DIMON Management For For
1G. ELECTION OF DIRECTOR: TIMOTHY P. Management For For
FLYNN
1H. ELECTION OF DIRECTOR: ELLEN V. FUTTER Management For For
1I. ELECTION OF DIRECTOR: LABAN P. Management For For
JACKSON, JR.
1J. ELECTION OF DIRECTOR: LEE R. RAYMOND Management For For
1K. ELECTION OF DIRECTOR: WILLIAM C. Management For For
WELDON
2. RATIFICATION OF INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM
3. ADVISORY RESOLUTION TO APPROVE Management Abstain Against
EXECUTIVE COMPENSATION
4. AMENDMENT TO THE FIRM'S RESTATED Management For For
CERTIFICATE OF INCORPORATION TO
AUTHORIZE SHAREHOLDER ACTION BY
WRITTEN CONSENT
5. REAPPROVAL OF KEY EXECUTIVE Management For For
PERFORMANCE PLAN
6. REQUIRE SEPARATION OF CHAIRMAN AND Shareholder Against For
CEO
7. REQUIRE EXECUTIVES TO RETAIN Shareholder Against For
SIGNIFICANT STOCK UNTIL REACHING
NORMAL RETIREMENT AGE
8. ADOPT PROCEDURES TO AVOID HOLDING Shareholder Against For
OR RECOMMENDING INVESTMENTS THAT
CONTRIBUTE TO HUMAN RIGHTS
VIOLATIONS
9. DISCLOSE FIRM PAYMENTS USED DIRECTLY Shareholder Against For
OR INDIRECTLY FOR LOBBYING, INCLUDING
SPECIFIC AMOUNTS AND RECIPIENTS'
NAMES
ROYAL DUTCH SHELL PLC
SECURITY 780259206 MEETING TYPE Annual
TICKER SYMBOL RDSA MEETING DATE 21-May-2013
ISIN US7802592060 AGENDA 933802476 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
1 ADOPTION OF ANNUAL REPORT & Management For For
ACCOUNTS
2 APPROVAL OF REMUNERATION REPORT Management For For
3 RE-APPOINTMENT OF JOSEF ACKERMANN Management For For
AS A DIRECTOR OF THE COMPANY
4 RE-APPOINTMENT OF GUY ELLIOTT AS A Management For For
DIRECTOR OF THE COMPANY
5 RE-APPOINTMENT OF SIMON HENRY AS A Management For For
DIRECTOR OF THE COMPANY
6 RE-APPOINTMENT OF CHARLES O. Management For For
HOLLIDAY AS A DIRECTOR OF THE
COMPANY
7 RE-APPOINTMENT OF GERARD Management For For
KLEISTERLEE AS A DIRECTOR OF THE
COMPANY
8 RE-APPOINTMENT OF JORMA OLLILA AS A Management For For
DIRECTOR OF THE COMPANY
9 RE-APPOINTMENT OF SIR NIGEL Management For For
SHEINWALD AS A DIRECTOR OF THE
COMPANY
10 RE-APPOINTMENT OF LINDA G. STUNTZ AS A Management For For
DIRECTOR OF THE COMPANY
11 RE-APPOINTMENT OF PETER VOSER AS A Management For For
DIRECTOR OF THE COMPANY
12 RE-APPOINTMENT OF HANS WIJERS AS A Management For For
DIRECTOR OF THE COMPANY
13 RE-APPOINTMENT OF GERRIT ZALM AS A Management For For
DIRECTOR OF THE COMPANY
14 RE-APPOINTMENT OF AUDITORS Management For For
15 REMUNERATION OF AUDITORS Management For For
16 AUTHORITY TO ALLOT SHARES Management For For
17 DISAPPLICATION OF PRE-EMPTION RIGHTS Management Against Against
18 AUTHORITY TO PURCHASE OWN SHARES Management For For
19 AUTHORITY FOR CERTAIN DONATIONS AND Management For For
EXPENDITURE
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.
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.
CTS CORPORATION
SECURITY 126501105 MEETING TYPE Annual
TICKER SYMBOL CTS MEETING DATE 22-May-2013
ISIN US1265011056 AGENDA 933795037 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
1. DIRECTOR Management
1 W.S. CATLOW For For
2 L.J. CIANCIA For For
3 T.G. CODY For For
4 P.K. COLLAWN For For
5 M.A. HENNING For For
6 G. HUNTER For For
7 D.M. MURPHY For For
8 K. O'SULLIVAN For For
9 R.A. PROFUSEK For For
2. AN ADVISORY VOTE UPON THE Management For For
COMPENSATION OF CTS CORPORATION'S
NAMED EXECUTIVE OFFICERS.
3. RATIFICATION OF THE APPOINTMENT OF Management For For
GRANT THORNTON LLP AS CTS'
INDEPENDENT AUDITOR FOR 2013.
DENTSPLY INTERNATIONAL INC.
SECURITY 249030107 MEETING TYPE Annual
TICKER SYMBOL XRAY MEETING DATE 22-May-2013
ISIN US2490301072 AGENDA 933797168 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
1A. ELECTION OF DIRECTOR: PAULA H. Management For For
CHOLMONDELEY
1B. ELECTION OF DIRECTOR: MICHAEL J. Management For For
COLEMAN
1C. ELECTION OF DIRECTOR: JOHN C. MILES, II Management For For
1D. ELECTION OF DIRECTOR: JOHN L. MICLOT Management For For
2. TO RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP,
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM, TO AUDIT FINANCIAL
STATEMENTS OF THE COMPANY FOR THE
YEAR ENDING DECEMBER 31, 2013.
3. TO APPROVE BY ADVISORY VOTE, THE Management Abstain Against
COMPENSATION OF THE COMPANY'S
EXECUTIVE OFFICERS.
4. TO AMEND THE CERTIFICATE OF Management For For
INCORPORATION IN ORDER TO ELIMINATE
THE CLASSIFIED BOARD.
5. STOCKHOLDER PROPOSAL REGARDING Shareholder Against For
DISCLOSURE OF POLITICAL EXPENDITURES.
FERRO CORPORATION
SECURITY 315405100 MEETING TYPE Contested-Annual
TICKER SYMBOL FOE MEETING DATE 22-May-2013
ISIN US3154051003 AGENDA 933821957 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
1. DIRECTOR Management
1 DAVID A. LORBER For For
2 JEFFRY N. QUINN For For
3 RONALD P. VARGO For For
2. APPROVAL OF THE 2013 OMNIBUS Management For For
INCENTIVE PLAN.
3. RATIFICATION OF DELOITTE & TOUCHE LLP Management For For
AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR 2013.
4. APPROVAL OF THE EXECUTIVE Management Abstain Against
COMPENSATION OF THE COMPANY'S
NAMED EXECUTIVE OFFICERS.
5. AMENDMENT OF THE COMPANY'S CODE OF Management For For
REGULATIONS TO OPT OUT OF THE OHIO
CONTROL SHARE ACQUISITION ACT.
6. IF PROPERLY PRESENTED, A Shareholder Against For
SHAREHOLDER PROPOSAL.
TIME WARNER INC.
SECURITY 887317303 MEETING TYPE Annual
TICKER SYMBOL TWX MEETING DATE 23-May-2013
ISIN US8873173038 AGENDA 933774956 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
1A. ELECTION OF DIRECTOR: JAMES L. Management For For
BARKSDALE
1B. ELECTION OF DIRECTOR: WILLIAM P. BARR Management For For
1C. ELECTION OF DIRECTOR: JEFFREY L. Management For For
BEWKES
1D. ELECTION OF DIRECTOR: STEPHEN F. Management For For
BOLLENBACH
1E. ELECTION OF DIRECTOR: ROBERT C. CLARK Management For For
1F. ELECTION OF DIRECTOR: MATHIAS Management For For
DOPFNER
1G. ELECTION OF DIRECTOR: JESSICA P. Management For For
EINHORN
1H. ELECTION OF DIRECTOR: FRED HASSAN Management For For
1I. ELECTION OF DIRECTOR: KENNETH J. Management For For
NOVACK
1J. ELECTION OF DIRECTOR: PAUL D. WACHTER Management For For
1K. ELECTION OF DIRECTOR: DEBORAH C. Management For For
WRIGHT
2. RATIFICATION OF APPOINTMENT OF Management For For
INDEPENDENT AUDITORS.
3. ADVISORY VOTE TO APPROVE NAMED Management Abstain Against
EXECUTIVE OFFICER COMPENSATION.
4. APPROVAL OF THE TIME WARNER INC. 2013 Management For For
STOCK INCENTIVE PLAN.
FLOWSERVE CORPORATION
SECURITY 34354P105 MEETING TYPE Annual
TICKER SYMBOL FLS MEETING DATE 23-May-2013
ISIN US34354P1057 AGENDA 933779831 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
1. DIRECTOR Management
1 GAYLA J. DELLY For For
2 RICK J. MILLS For For
3 CHARLES M. RAMPACEK For For
4 WILLIAM C. RUSNACK For For
2. ADVISORY VOTE ON EXECUTIVE Management Abstain Against
COMPENSATION.
3. APPROVE AN AMENDMENT TO THE Management For For
RESTATED CERTIFICATE OF
INCORPORATION OF FLOWSERVE
CORPORATION TO INCREASE THE NUMBER
OF AUTHORIZED SHARES OF COMMON
STOCK.
4. RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP TO
SERVE AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR 2013.
5. A SHAREHOLDER PROPOSAL REQUESTING Shareholder Against For
THE BOARD OF DIRECTORS TAKE ACTION
TO PERMIT SHAREHOLDER ACTION BY
WRITTEN CONSENT.
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.
CBS CORPORATION
SECURITY 124857103 MEETING TYPE Annual
TICKER SYMBOL CBSA MEETING DATE 23-May-2013
ISIN US1248571036 AGENDA 933784654 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
1A. ELECTION OF DIRECTOR: DAVID R. Management For For
ANDELMAN
1B. ELECTION OF DIRECTOR: JOSEPH A. Management For For
CALIFANO, JR.
1C. ELECTION OF DIRECTOR: WILLIAM S. COHEN Management For For
1D. ELECTION OF DIRECTOR: GARY L. Management For For
COUNTRYMAN
1E. ELECTION OF DIRECTOR: CHARLES K. Management For For
GIFFORD
1F. ELECTION OF DIRECTOR: LEONARD Management For For
GOLDBERG
1G. ELECTION OF DIRECTOR: BRUCE S. Management For For
GORDON
1H. ELECTION OF DIRECTOR: LINDA M. GRIEGO Management For For
1I. ELECTION OF DIRECTOR: ARNOLD Management For For
KOPELSON
1J. ELECTION OF DIRECTOR: LESLIE MOONVES Management For For
1K. ELECTION OF DIRECTOR: DOUG MORRIS Management For For
1L. ELECTION OF DIRECTOR: SHARI REDSTONE Management For For
1M. ELECTION OF DIRECTOR: SUMNER M. Management For For
REDSTONE
1N. ELECTION OF DIRECTOR: FREDERIC V. Management For For
SALERNO
2. RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP TO
SERVE AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR FISCAL YEAR 2013.
3. A PROPOSAL TO APPROVE AN AMENDMENT Management Against Against
AND RESTATEMENT OF THE CBS
CORPORATION 2009 LONG-TERM INCENTIVE
PLAN.
BUNGE LIMITED
SECURITY G16962105 MEETING TYPE Annual
TICKER SYMBOL BG MEETING DATE 24-May-2013
ISIN BMG169621056 AGENDA 933787509 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
1A. ELECTION OF DIRECTOR: BERNARD DE LA Management For For
TOUR D'AUVERGNE LAURAGUAIS
1B. ELECTION OF DIRECTOR: WILLIAM ENGELS Management For For
1C. ELECTION OF DIRECTOR: L. PATRICK LUPO Management For For
1D. ELECTION OF DIRECTOR: SOREN Management For For
SCHRODER
2. TO APPOINT DELOITTE & TOUCHE LLP AS Management For For
BUNGE LIMITED'S INDEPENDENT AUDITORS
FOR THE FISCAL YEAR ENDING DECEMBER
31, 2013 AND TO AUTHORIZE THE AUDIT
COMMITTEE OF THE BOARD OF DIRECTORS
TO DETERMINE THE INDEPENDENT
AUDITORS' FEES.
3. ADVISORY VOTE TO APPROVE EXECUTIVE Management Abstain Against
COMPENSATION.
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.
MILLICOM INTERNATIONAL CELLULAR SA, LUXEMBOURG
SECURITY L6388F128 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 28-May-2013
ISIN SE0001174970 AGENDA 704476919 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
CMMT PLEASE NOTE THAT NOT ALL SUB Non-Voting
CUSTODIANS IN SWEDEN ACCEPT ABSTAIN
AS A VALID-VOTE OPTION. 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-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
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
1 To elect the Chairman of the AGM and to Management No Action
empower the Chairman to appoint the other
members of the Bureau: proposes Ms. Caroline
Notte, attorney at law (avocat a la Cour), with
professional address in Luxembourg, the duty to
preside over the AGM
2 To receive the Board of Directors' Reports Non-Voting
(Rapport de Gestion) and the-Reports of the
external auditor on (i) the annual accounts of
Millicom for-the financial year ended December
31, 2012 and (ii) the consolidated accounts-for
the financial year ended December 31, 2012
3 Approval of the consolidated accounts and the Management No Action
annual accounts for the year ended December
31, 2012
4 Allocation of the results of the year ended Management No Action
December 31, 2012. On a parent company basis,
Millicom generated a profit of USD 784,323,493.
Of this amount, an aggregate amount of
approximately USD 264 million corresponding to
a gross dividend amount of USD 2.64 per share
is proposed to be distributed as a dividend and
the balance is proposed to be carried forward as
retained earnings
5 Discharge of all the current Directors of Millicom Management No Action
for the performance of their mandate during the
financial year ended December 31, 2012
6 Setting the number of Directors at eight with no Management No Action
Deputy Directors
7 Re-election of Ms. Mia Brunell Livfors as a Management No Action
Director for a term ending on the day of the next
AGM to take place in 2014 (the "2014 AGM")
8 Re-election of Mr. Allen Sangines-Krause as a Management No Action
Director for a term ending on the day of the 2014
AGM
9 Re-election of Mr. Paul Donovan as a Director for Management No Action
a term ending on the day of the 2014 AGM
10 Re-election of Mr. Omari Issa as a Director for a Management No Action
term ending on the day of the 2014 AGM
11 Re-election of Mr. Kim Ignatius as a Director for a Management No Action
term ending on the day of the 2014 AGM
12 Election of Mr. Alejandro Santo Domingo as a Management No Action
new Director for a term ending on the day of the
2014 AGM
13 Election of Mr. Lorenzo Grabau as a new Director Management No Action
for a term ending on the day of the 2014 AGM
14 Election of Mr. Ariel Eckstein as a new Director Management No Action
for a term ending on the day of the 2014 AGM
15 Re-election Mr. Allen Sangines-Krause as Management No Action
Chairman of the Board of Directors for a term
ending on the day of the 2014 AGM
16 Approval of the Directors' compensation, Management No Action
amounting to SEK 7,726,000 for the period from
the AGM to the 2014 AGM
17 Re-election of Ernst & Young S.a r.L, Management No Action
Luxembourg as the external auditor of Millicom
for a term ending on the day of the 2014 AGM
18 Approval of the external auditor's compensation Management No Action
19 Approval of a procedure on the appointment of Management No Action
the Nomination Committee and determination of
the assignment of the Nomination Committee
20 Approval of the proposal to set up a Charity Trust Management No Action
21 Share Repurchase Plan: a) Authorisation of the Management No Action
Board of Directors, at any time between May 28,
2013 and the day of the 2014 AGM, provided the
required levels of distributable reserves are met
by Millicom at that time, either directly or through
a subsidiary or a third party, to engage in a share
repurchase plan of Millicom shares to be carried
out for all purposes allowed or which would
become authorized by the laws and regulations in
force, and in particular the 1915 Law and in
accordance with the objectives, conditions, and
restrictions as provided by the European
Commission Regulation No. 2273/2003 of 22
December 2003 (the "Share Repurchase Plan")
by using its available cash reserves in an amount
not exceeding the lower of (i) ten percent (10%)
of Millicom's outstanding share capital as of the
date of the AGM (i.e., CONTD
CONT CONTD approximating a maximum of 9,969,158 Non-Voting
shares corresponding to USD 14,953,-737 in
nominal value) or (ii) the then available amount of
Millicom's distribu-table reserves on a parent
company basis, in the open market on OTC US,
NASDAQ-OMX Stockholm or any other
recognised alternative trading platform, at an
acq-uisition price which may not be less than
SEK 50 per share nor exceed the high-er of (x)
the published bid that is the highest current
independent published-bid on a given date or (y)
the last independent transaction price quoted or
re-ported in the consolidated system on the same
date, regardless of the market o-r exchange
involved, provided, however, that when shares
are repurchased on th-e NASDAQ OMX
Stockholm the price shall be within the registered
interval for t-he share price prevailing at any time
(the so CONTD
CONT CONTD called spread), that is, the interval Non-Voting
between the highest buying rate an-d the lowest
selling rate. b) To approve the Board of Directors'
proposal to g-ive joint authority to Millicom's Chief
Executive Officer and the Chairman of-the Board
of Directors to (i) decide, within the limits of the
authorization s-et out in (a) above, the timing and
conditions of any Millicom Share Repurchas-e
Plan according to market conditions and (ii) give
mandate on behalf of Milli-com to one or more
designated broker-dealers to implement a Share
Repurchase P-lan. c) To authorize Millicom, at
the discretion of the Board of Directors, in-the
event the Share Repurchase Plan is done
through a subsidiary or a third p-arty, to purchase
the bought back Millicom shares from such
subsidiary or thir-d party. d) To authorize
Millicom, at the discretion CONTD
CONT CONTD of the Board of Directors, to pay for the Non-Voting
bought back Millicom shares us-ing either
distributable reserves or funds from its share
premium account. e)-To authorize Millicom, at the
discretion of the Board of Directors, to (i) tra-nsfer
all or part of the purchased Millicom shares to
employees of the Millico-m Group in connection
with any existing or future Millicom long-term
incentive-plan, and/or (ii) use the purchased
shares as consideration for merger and ac-
quisition purposes, including joint ventures and
the buy-out of minority inter-ests in Millicom
subsidiaries, as the case may be, in accordance
with the limi-ts set out in Articles 49-2, 49-3, 49-4,
49-5 and 49-6 of the 1915 Law. f) To-further
grant all powers to the Board of Directors with the
option of sub-dele-gation to implement the above
authorization, conclude CONTD
CONT CONTD all agreements, carry out all formalities Non-Voting
and make all declarations with-regard to all
authorities and, generally, do all that is necessary
for the ex-ecution of any decisions made in
connection with this authorization
22 Approval of the guidelines for remuneration to Management No Action
senior management
CMMT PLEASE NOTE THAT THIS IS A REVISION Non-Voting
DUE TO MODIFICATION IN RESOLUTION 21.
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.
CHEVRON CORPORATION
SECURITY 166764100 MEETING TYPE Annual
TICKER SYMBOL CVX MEETING DATE 29-May-2013
ISIN US1667641005 AGENDA 933786874 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
1A. ELECTION OF DIRECTOR: L.F. DEILY Management For For
1B. ELECTION OF DIRECTOR: R.E. DENHAM Management For For
1C. ELECTION OF DIRECTOR: A.P. GAST Management For For
1D. ELECTION OF DIRECTOR: E. HERNANDEZ Management For For
1E. ELECTION OF DIRECTOR: G.L. KIRKLAND Management For For
1F. ELECTION OF DIRECTOR: C.W. MOORMAN Management For For
1G. ELECTION OF DIRECTOR: K.W. SHARER Management For For
1H. ELECTION OF DIRECTOR: J.G. STUMPF Management For For
1I. ELECTION OF DIRECTOR: R.D. SUGAR Management For For
1J. ELECTION OF DIRECTOR: C. WARE Management For For
1K. ELECTION OF DIRECTOR: J.S. WATSON Management For For
2. RATIFICATION OF APPOINTMENT OF Management For For
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
3. ADVISORY VOTE TO APPROVE NAMED Management Abstain Against
EXECUTIVE OFFICER COMPENSATION
4. APPROVAL OF AMENDMENTS TO LONG- Management Against Against
TERM INCENTIVE PLAN
5. SHALE ENERGY OPERATIONS Shareholder Against For
6. OFFSHORE OIL WELLS Shareholder Against For
7. CLIMATE RISK Shareholder Against For
8. LOBBYING DISCLOSURE Shareholder Against For
9. CESSATION OF USE OF CORPORATE FUNDS Shareholder Against For
FOR POLITICAL PURPOSES
10. CUMULATIVE VOTING Shareholder Against For
11. SPECIAL MEETINGS Shareholder Against For
12. INDEPENDENT DIRECTOR WITH Shareholder Against For
ENVIRONMENTAL EXPERTISE
13. COUNTRY SELECTION GUIDELINES Shareholder Against For
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 Shareholder Against For
67)
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.
CANTERBURY PARK HOLDING CORPORATION
SECURITY 13811E101 MEETING TYPE Annual
TICKER SYMBOL CPHC MEETING DATE 30-May-2013
ISIN US13811E1010 AGENDA 933789010 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
1. DIRECTOR Management
1 PATRICK R. CRUZEN For For
2 BURTON F. DAHLBERG For For
3 JOHN L. MORGAN For For
4 CARIN J. OFFERMAN For For
5 CURTIS A. SAMPSON For For
6 RANDALL D. SAMPSON For For
7 DALE H. SCHENIAN For For
2. RATIFICATION OF APPOINTMENT OF GRANT Management For For
THORNTON LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR FISCAL 2013.
3. ADVISORY APPROVAL OF THE COMPANY'S Management For For
EXECUTIVE COMPENSATION PROGRAMS.
4. ADVISORY RECOMMENDATION REGARDING Management Abstain Against
FREQUENCY OF SHAREHOLDER VOTING ON
EXECUTIVE COMPENSATION.
THE CHEESECAKE FACTORY INCORPORATED
SECURITY 163072101 MEETING TYPE Annual
TICKER SYMBOL CAKE MEETING DATE 30-May-2013
ISIN US1630721017 AGENDA 933791231 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
1A ELECTION OF DIRECTOR: DAVID OVERTON Management For For
1B ELECTION OF DIRECTOR: ALEXANDER L. Management For For
CAPPELLO
1C ELECTION OF DIRECTOR: JEROME I. Management For For
KRANSDORF
1D ELECTION OF DIRECTOR: LAURENCE B. Management For For
MINDEL
1E ELECTION OF DIRECTOR: DAVID B. Management For For
PITTAWAY
1F ELECTION OF DIRECTOR: DOUGLAS L. Management For For
SCHMICK
1G ELECTION OF DIRECTOR: HERBERT SIMON Management For For
2 TO APPROVE AN AMENDMENT TO THE 2010 Management Against Against
STOCK INCENTIVE PLAN TO INCREASE THE
NUMBER OF SHARES AVAILABLE FOR
ISSUANCE BY 1,750,000 SHARES, FROM
4,800,000 SHARES TO 6,550,000 SHARES.
3 TO RATIFY THE SELECTION OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE
COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE FISCAL
YEAR 2013, ENDING DECEMBER 31, 2013.
4 TO APPROVE, BY NON-BINDING VOTE, THE Management Abstain Against
ADVISORY RESOLUTION ON EXECUTIVE
COMPENSATION.
BELDEN INC.
SECURITY 077454106 MEETING TYPE Annual
TICKER SYMBOL BDC MEETING DATE 30-May-2013
ISIN US0774541066 AGENDA 933791344 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
1. DIRECTOR Management
1 DAVID ALDRICH For For
2 LANCE C. BALK For For
3 JUDY L. BROWN For For
4 BRYAN C. CRESSEY For For
5 GLENN KALNASY For For
6 GEORGE MINNICH For For
7 JOHN M. MONTER For For
8 JOHN S. STROUP For For
9 DEAN YOOST For For
2. TO RATIFY THE APPOINTMENT OF ERNST & Management For For
YOUNG AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR 2013.
3. ADVISORY VOTE TO APPROVE NAMED Management Abstain Against
EXECUTIVE OFFICER COMPENSATION.
4. TO RE-APPROVE PERFORMANCE METRICS Management For For
FOR AWARDS MADE UNDER THE
COMPANY'S ANNUAL CASH INCENTIVE PLAN
TO ENABLE THE COMPANY TO SEEK A
DEDUCTION FOR SUCH AWARDS UNDER
SECTION 162(M) OF THE INTERNAL
REVENUE CODE.
LIBERTY GLOBAL, INC.
SECURITY 530555101 MEETING TYPE Special
TICKER SYMBOL LBTYA MEETING DATE 03-Jun-2013
ISIN US5305551013 AGENDA 933820498 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
1. TO APPROVE THE ISSUANCE OF ORDINARY Management For For
SHARES BY LIBERTY GLOBAL
CORPORATION LIMITED TO LIBERTY
GLOBAL, INC. AND VIRGIN MEDIA INC.
STOCKHOLDERS ON THE TERMS AND
CONDITIONS SET OUT IN THE AGREEMENT
AND PLAN OF MERGER, DATED AS OF
FEBRUARY 5, 2013, AMONG LIBERTY
GLOBAL, INC., CERTAIN OF ITS
SUBSIDIARIES AND VIRGIN MEDIA INC., AS IT
MAY BE AMENDED FROM TIME TO TIME.
2. TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF FEBRUARY 5, 2013,
AMONG LIBERTY GLOBAL, INC., CERTAIN OF
ITS SUBSIDIARIES AND VIRGIN MEDIA INC.,
AS IT MAY BE AMENDED FROM TIME TO
TIME.
3. TO APPROVE ANY ADJOURNMENT OF THE Management For For
SPECIAL MEETING IF NECESSARY OR
APPROPRIATE TO PERMIT FURTHER
SOLICITATION OF PROXIES IF THERE ARE
NOT SUFFICIENT VOTES AT THE TIME OF
THE SPECIAL MEETING TO EITHER
APPROVE THE ISSUANCE OF ORDINARY
SHARES IN PROPOSAL 1 OR THE ADOPTION
OF THE AGREEMENT AND PLAN OF MERGER
IN PROPOSAL 2.
LIBERTY MEDIA CORPORATION
SECURITY 531229102 MEETING TYPE Annual
TICKER SYMBOL LMCA MEETING DATE 04-Jun-2013
ISIN US5312291025 AGENDA 933802286 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
1. DIRECTOR Management
1 JOHN C. MALONE For For
2 ROBERT R. BENNETT For For
3 M. IAN G. GILCHRIST For For
2. A PROPOSAL TO ADOPT THE LIBERTY Management Against Against
MEDIA CORPORATION 2013 INCENTIVE
PLAN.
3. A PROPOSAL TO ADOPT THE LIBERTY Management Against Against
MEDIA CORPORATION 2013 NONEMPLOYEE
DIRECTOR INCENTIVE PLAN.
4. A PROPOSAL TO RATIFY THE SELECTION OF Management For For
KPMG LLP AS OUR INDEPENDENT
AUDITORS FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2013.
DEVON ENERGY CORPORATION
SECURITY 25179M103 MEETING TYPE Annual
TICKER SYMBOL DVN MEETING DATE 05-Jun-2013
ISIN US25179M1036 AGENDA 933803086 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
1. DIRECTOR Management
1 ROBERT H. HENRY For For
2 JOHN A. HILL For For
3 MICHAEL M. KANOVSKY For For
4 ROBERT A. MOSBACHER, JR For For
5 J. LARRY NICHOLS For For
6 DUANE C. RADTKE For For
7 MARY P. RICCIARDELLO For For
8 JOHN RICHELS For For
2. ADVISORY VOTE TO APPROVE EXECUTIVE Management Abstain Against
COMPENSATION.
3. RATIFY THE APPOINTMENT OF THE Management For For
COMPANY'S INDEPENDENT AUDITORS FOR
2013.
4. REPORT DISCLOSING LOBBYING POLICIES Shareholder Against For
AND PRACTICES.
5. MAJORITY VOTE STANDARD FOR DIRECTOR Shareholder Against For
ELECTIONS.
6. RIGHT TO ACT BY WRITTEN CONSENT. Shareholder Against For
LAS VEGAS SANDS CORP.
SECURITY 517834107 MEETING TYPE Annual
TICKER SYMBOL LVS MEETING DATE 05-Jun-2013
ISIN US5178341070 AGENDA 933807387 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
1. DIRECTOR Management
1 SHELDON G. ADELSON For For
2 IRWIN CHAFETZ For For
3 VICTOR CHALTIEL For For
4 CHARLES A. KOPPELMAN For For
2. TO APPROVE THE PERFORMANCE-BASED Management For For
PROVISIONS OF THE COMPANY'S 2004
EQUITY AWARD PLAN.
3. TO APPROVE THE PERFORMANCE-BASED Management For For
PROVISIONS OF THE COMPANY'S
EXECUTIVE CASH INCENTIVE PLAN.
4. TO CONSIDER AND ACT UPON AN ADVISORY Management Abstain Against
(NON-BINDING) PROPOSAL ON THE
COMPENSATION OF THE NAMED EXECUTIVE
OFFICERS.
SINCLAIR BROADCAST GROUP, INC.
SECURITY 829226109 MEETING TYPE Annual
TICKER SYMBOL SBGI MEETING DATE 06-Jun-2013
ISIN US8292261091 AGENDA 933799388 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
1. DIRECTOR Management
1 DAVID D. SMITH For For
2 FREDERICK G. SMITH For For
3 J. DUNCAN SMITH For For
4 ROBERT E. SMITH For For
5 BASIL A. THOMAS For For
6 LAWRENCE E. MCCANNA For For
7 DANIEL C. KEITH For For
8 MARTIN R. LEADER For For
2. RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE YEAR ENDING
DECEMBER 31, 2013.
3. APPROVAL OF THE 2013 EXECUTIVE Management For For
INCENTIVE PLAN.
REVLON, INC.
SECURITY 761525708 MEETING TYPE Annual
TICKER SYMBOL REVZP MEETING DATE 06-Jun-2013
ISIN US7615257083 AGENDA 933801575 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
1. DIRECTOR Management
1 RONALD O. PERELMAN For For
2 ALAN S. BERNIKOW For For
3 ALAN T. ENNIS For For
4 MEYER FELDBERG For For
5 DAVID L. KENNEDY For For
6 DEBRA L. LEE For For
7 TAMARA MELLON For For
8 BARRY F. SCHWARTZ For For
9 KATHI P. SEIFERT For For
10 VIET D. DINH For For
11 CECELIA KURZMAN For For
12 DIANA F. CANTOR For For
2. PROPOSAL TO RATIFY THE AUDIT Management For For
COMMITTEE'S SELECTION OF KPMG LLP AS
THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR 2013.
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
STARZ
SECURITY 85571Q102 MEETING TYPE Annual
TICKER SYMBOL STRZA MEETING DATE 06-Jun-2013
ISIN US85571Q1022 AGENDA 933815473 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
1. DIRECTOR Management
1 GREGORY B. MAFFEI For For
2 IRVING L. AZOFF For For
3 SUSAN M. LYNE 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 AMEND AND RESTATE THE Management For For
CURRENT CHARTER TO RECAPITALIZE THE
COMPANY BY DELETING THE PROVISIONS
RELATING TO OUR COMPANY'S CAPITAL
AND STARZ TRACKING STOCK GROUPS.
5. A PROPOSAL TO AMEND AND RESTATE THE Management For For
CURRENT CHARTER TO RECAPITALIZE OUR
COMPANY BY CREATING A NEW CLASS OF
OUR COMPANY'S COMMON STOCK, WHICH
IS DIVIDED INTO THREE SERIES.
6. A PROPOSAL TO AMEND AND RESTATE THE Management For For
CURRENT CHARTER TO RECLASSIFY EACH
SHARE OF EACH SERIES OF OUR
COMPANY'S EXISTING LIBERTY CAPITAL
COMMON STOCK INTO ONE SHARE OF THE
CORRESPONDING SERIES OF OUR
COMPANY'S COMMON STOCK.
7. A PROPOSAL TO AMEND AND RESTATE THE Management For For
CURRENT CHARTER TO MAKE CERTAIN
CONFORMING CHANGES AS A RESULT OF
THE CHARTER PROPOSALS.
8. A PROPOSAL TO RATIFY THE SELECTION OF Management For For
KPMG LLP AS OUR INDEPENDENT
AUDITORS FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2013.
NEWS CORPORATION
SECURITY 65248E104 MEETING TYPE Special
TICKER SYMBOL NWSA MEETING DATE 11-Jun-2013
ISIN US65248E1047 AGENDA 933811007 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
1. AMENDMENT TO PARENT'S RESTATED Management For For
CERTIFICATE OF INCORPORATION
CLARIFYING OUR ABILITY TO MAKE
DISTRIBUTIONS IN COMPARABLE
SECURITIES IN CONNECTION WITH
SEPARATION TRANSACTIONS, INCLUDING
THE SEPARATION.
2. AMENDMENT TO PARENT'S RESTATED Management For For
CERTIFICATE OF INCORPORATION TO
ALLOW US TO MAKE CERTAIN
DISTRIBUTIONS ON SUBSIDIARY-OWNED
SHARES AND CREATE ADDITIONAL
SUBSIDIARY-OWNED SHARES.
WEATHERFORD INTERNATIONAL LTD
SECURITY H27013103 MEETING TYPE Annual
TICKER SYMBOL WFT MEETING DATE 20-Jun-2013
ISIN CH0038838394 AGENDA 933820753 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
1. APPROVE THE 2012 ANNUAL REPORT, THE Management For For
CONSOLIDATED FINANCIAL STATEMENTS
FOR FISCAL YEAR 2012 AND THE
STATUTORY FINANCIAL STATEMENTS OF
WEATHERFORD INTERNATIONAL LTD. FOR
FISCAL YEAR 2012.
2. DISCHARGE THE BOARD OF DIRECTORS Management For For
AND EXECUTIVE OFFICERS FROM LIABILITY
UNDER SWISS LAW FOR THE YEAR ENDED
DECEMBER 31, 2012.
3A. ELECTION OF DIRECTOR: BERNARD J. Management For For
DUROC-DANNER
3B. ELECTION OF DIRECTOR: NICHOLAS F. Management For For
BRADY
3C. ELECTION OF DIRECTOR: DAVID J. BUTTERS Management For For
3D. ELECTION OF DIRECTOR: JOHN D. GASS Management For For
3E. ELECTION OF DIRECTOR: FRANCIS S. Management For For
KALMAN
3F. ELECTION OF DIRECTOR: WILLIAM E. Management For For
MACAULAY
3G. ELECTION OF DIRECTOR: ROBERT K. Management For For
MOSES, JR.
3H. ELECTION OF DIRECTOR: GUILLERMO ORTIZ Management For For
3I. ELECTION OF DIRECTOR: EMYR JONES Management For For
PARRY
3J. ELECTION OF DIRECTOR: ROBERT A. RAYNE Management For For
4. RATIFY THE APPOINTMENT OF KPMG LLP AS Management For For
OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM AND ELECT KPMG AG AS
OUR SWISS STATUTORY AUDITOR.
5. APPROVE AMENDMENTS TO Management For For
WEATHERFORD'S ARTICLES OF
ASSOCIATION TO AUTHORIZE ISSUABLE
AUTHORIZED SHARE CAPITAL IN AN
AMOUNT EQUAL TO 18.22% OF CURRENT
STATED CAPITAL AND GRANT AN
AUTHORIZATION OF THE BOARD OF
DIRECTORS TO ISSUE SHARES FROM
AUTHORIZED SHARE CAPITAL FOR THE
PERIOD FROM JUNE 20, 2013 TO JUNE 20,
2015.
6. ADOPT AN ADVISORY RESOLUTION Management Abstain Against
APPROVING THE COMPENSATION OF THE
NAMED EXECUTIVE OFFICERS.
WEATHERFORD INTERNATIONAL LTD
SECURITY H27013103 MEETING TYPE Annual
TICKER SYMBOL WFT MEETING DATE 20-Jun-2013
ISIN CH0038838394 AGENDA 933844575 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------- ----------- -------- -----------
1. APPROVE THE 2012 ANNUAL REPORT, THE Management For For
CONSOLIDATED FINANCIAL STATEMENTS
FOR FISCAL YEAR 2012 AND THE
STATUTORY FINANCIAL STATEMENTS OF
WEATHERFORD INTERNATIONAL LTD. FOR
FISCAL YEAR 2012.
2. DISCHARGE THE BOARD OF DIRECTORS Management For For
AND EXECUTIVE OFFICERS FROM LIABILITY
UNDER SWISS LAW FOR THE YEAR ENDED
DECEMBER 31, 2012.
3A. ELECTION OF DIRECTOR: BERNARD J. Management For For
DUROC-DANNER
3B. ELECTION OF DIRECTOR: NICHOLAS F. Management For For
BRADY
3C. ELECTION OF DIRECTOR: DAVID J. BUTTERS Management For For
3D. ELECTION OF DIRECTOR: JOHN D. GASS Management For For
3E. ELECTION OF DIRECTOR: FRANCIS S. Management For For
KALMAN
3F. ELECTION OF DIRECTOR: WILLIAM E. Management For For
MACAULAY
3G. ELECTION OF DIRECTOR: ROBERT K. Management For For
MOSES, JR.
3H. ELECTION OF DIRECTOR: GUILLERMO ORTIZ Management For For
3I. ELECTION OF DIRECTOR: EMYR JONES Management For For
PARRY
3J. ELECTION OF DIRECTOR: ROBERT A. RAYNE Management For For
4. RATIFY THE APPOINTMENT OF KPMG LLP AS Management For For
OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM AND ELECT KPMG AG AS
OUR SWISS STATUTORY AUDITOR.
5. APPROVE AMENDMENTS TO Management For For
WEATHERFORD'S ARTICLES OF
ASSOCIATION TO AUTHORIZE ISSUABLE
AUTHORIZED SHARE CAPITAL IN AN
AMOUNT EQUAL TO 18.22% OF CURRENT
STATED CAPITAL AND GRANT AN
AUTHORIZATION OF THE BOARD OF
DIRECTORS TO ISSUE SHARES FROM
AUTHORIZED SHARE CAPITAL FOR THE
PERIOD FROM JUNE 20, 2013 TO JUNE 20,
2015.
6. ADOPT AN ADVISORY RESOLUTION Management Abstain Against
APPROVING THE COMPENSATION OF THE
NAMED EXECUTIVE OFFICERS.
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.
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 Capital Series Funds, Inc.
By (Signature and Title)* /s/ Bruce N. Alpert
--------------------------------------------
Bruce N. Alpert, Principal Executive Officer
Date: 8/06/2013
* Print the name and title of each signing officer under his or her
signature.