Daniel A. Morris
Manor Investment Funds, Inc.
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 notes.
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, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. Section 3507.
Disclose the following information for each matter relating to a portfolio security considered at any shareholder meeting held during the period covered by the report and with respect to which the registrant was entitled to vote:
(a).
(b).
(c).
The Council on Uniform Securities Identification Procedures ("CUSIP") number for the portfolio security;
(d).
(e).
(f).
(g).
(h).
How the Registrant cast its vote (e.g., for or against proposal, or abstain; for or withhold regarding election of directors); and
(i).
Whether the Registrant cast its vote for or against management.
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Company Information | Proposal | Mgmt Rec. | Vote Cast | Sponsor |
CONSTELLATION BRANDS, INC. 21036P-108
July 24, 2013 | 1. DIRECTOR 1) JERRY FOWDEN 2) BARRY A. FROMBERG 3) ROBERT L. HANSON 4) JEANANNE K. HAUSWALD 5) JAMES A. LOCKE III 6) RICHARD SANDS 7) ROBERT SANDS 8) JUDY A. SCHMELING 9) PAUL L. SMITH 10) KEITH E. WANDELL 11) MARK ZUPAN 2. PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING FEBRUARY 28, 2014 3. PROPOSAL TO APPROVE, BY AN ADVISORY VOTE, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE PROXY STATEMENT 4. PROPOSAL TO APPROVE THE AMENDMENT ANDR ESTATEMENT OF THE COMPANY'S 1989 EMPLOYEE STOCK PURCHASE PLAN | For All
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PRECISION CASTPARTS CORP. 740189-105
August 13, 2013 | 1. DIRECTOR 1) MARK DONEGAN 2) DANIEL J. MURPHY 3) VERNON E. OECHSLE 4) ULRICH SCHMIDT 5) RICHARD L. WAMBOLD 2. RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3. ADVISORY VOTE REGARDING COMPENSATION OF NAMED EXECUTIVE OFFICERS. 4. RE-APPROVAL AND AMENDMENT OF 2001 STOCK INCENTIVE PLAN TO INCREASE NUMBER OF AUTHORIZED SHARES. 5. APPROVAL OF AMENDMENT TO RESTATED ARTICLES OF INCORPORATION TO PROVIDE FOR MAJORITY VOTING IN UNCONTESTED ELECTIONS OF DIRECTORS. | For All
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XILINX, INC. 983919-101
August 14, 2013 | 1A. ELECTION OF DIRECTOR: PHILIP T.GIANOS 1B. ELECTION OF DIRECTOR: MOSHE N. GAVRIELOV 1C. ELECTION OF DIRECTOR: JOHN L. DOYLE 1D. ELECTION OF DIRECTOR: WILLIAM G. HOWARD, JR. 1E. ELECTION OF DIRECTOR: J. MICHAEL PATTERSON 1F. ELECTION OF DIRECTOR: ALBERT A. PIMENTEL 1G. ELECTION OF DIRECTOR: MARSHALL C. TURNER 1H. ELECTION OF DIRECTOR: ELIZABETH W. VANDERSLICE 2. APPROVE AN AMENDMENT TO 1990 EMPLOYEE QUALIFIED STOCK PURCHASE PLAN, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. 3. APPROVE AN AMENDMENT TO THE COMPANY'S 2007 EQUITY INCENTIVE PLAN TO EXTEND THE TERM BY TEN YEARS TO DECEMBER 31, 2023. 4. PROPOSAL TO APPROVE AN AMENDMENT TO THE COMPANY'S 2007 EQUITY INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES RESERVED FOR ISSUANCE THEREUNDER BY 2,000,000 SHARES. 5. PROPOSAL TO APPROVE, ON ANADVISORY BASIS, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. 6. PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S EXTERNAL AUDITORS FOR FISCAL 2014. | For For For For For For For For For
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THE PROCTER & GAMBLE COMPANY 742718-109
October 08, 2013
| 1A. ELECTION OF DIRECTOR: ANGELA F. BRALY 1B. ELECTION OF DIRECTOR: KENNETH I. CHENAULT 1C. ELECTION OF DIRECTOR: SCOTT D. COOK 1D. ELECTION OF DIRECTOR: SUSAN DESMOND-HELLMANN 1E. ELECTION OF DIRECTOR: A.G. LAFLEY 1F. ELECTION OF DIRECTOR: TERRY J. LUNDGREN 1G. ELECTION OF DIRECTOR: W. JAMES MCNERNEY, JR. 1H. ELECTION OF DIRECTOR: MARGARET C. WHITMAN 1I. ELECTION OF DIRECTOR: MARY AGNES WILDEROTTER 1J. ELECTION OF DIRECTOR: PATRICIA A. WOERTZ 1K. ELECTION OF DIRECTOR: ERNESTO ZEDILLO 2. RATIFY APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 3. AMEND THE COMPANY'S CODE OF REGULATIONS TO REDUCE CERTAIN SUPERMAJORITY VOTING REQUIREMENT 4. APPROVE THE 2013 NON-EMPLOYEE DIRECTORS' STOCK PLAN 5. ADVISORY VOTE ON EXECUTIVE COMPENSATION (THE SAY ON PAY VOTE) | For For For For For For For For For For For For
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ORACLE CORPORATION 68389X-105
October 31, 2013 | 1 DIRECTOR 1) JEFFREY S. BERG 2) H. RAYMOND BINGHAM 3) MICHAEL J. BOSKIN 4) SAFRA A. CATZ 5) BRUCE R. CHIZEN 6) GEORGE H. CONRADES 7) LAWRENCE J. ELLISON 8) HECTOR GARCIA-MOLINA 9) JEFFREY O. HENLEY 10) MARK V. HURD 11) NAOMI O. SELIGMAN 2 ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION. 3 APPROVAL OF AMENDMENT TO THE LONG-TERM EQUITY INCENTIVE PLAN. 4 RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2014. 5 STOCKHOLDER PROPOSAL REGARDING ESTABLISHING A BOARD COMMITTEE ON HUMAN RIGHTS. 6 STOCKHOLDER PROPOSAL REGARDING INDEPENDENT BOARD CHAIRMAN. 7 STOCKHOLDER PROPOSAL REGARDING VOTE TABULATION. 8 STOCKHOLDER PROPOSAL REGARDING MULTIPLE PERFORMANCE METRICS. 9 STOCKHOLDER PROPOSAL REGARDING QUANTIFIABLE PERFORMANCE METRICS. | For All
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KLA-TENCOR CORPORATION 482480-100
November 06, 2013 | 1 DIRECTOR 1) EDWARD W. BARNHOLT 2) EMIKO HIGASHI 3) STEPHEN P. KAUFMAN 4) RICHARD P. WALLACE 2 RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JUNE 30, 2014. 3 ADVISORY APPROVAL OF THE COMPANY'S EXECUTIVE COMPENSATION. 4 APPROVAL OF AN AMENDMENT AND RESTATEMENT OF THE COMPANY'S 2004 EQUITY INCENTIVE PLAN TO, AMONG OTHER THINGS, EXTEND THE PLAN'S EXPIRATION DATE, INCREASE THE NUMBER OF SHARES RESERVED FOR ISSUANCE UNDER THE PLAN BY 2,900,000 SHARES AND REAPPROVE THE MATERIAL TERMS OF THE PLAN FOR PURPOSES OF SECTION 162(M) OF THE INTERNAL REVENUE CODE OF 1986 (SECTION 162(M)). 5 REAPPROVAL OF THE MATERIAL TERMS OF THE COMPANY'S PERFORMANCE BONUS PLAN FOR PURPOSES OF SECTION 162(M). | For All
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MICROSOFT CORPORATION 594918-104
November 19, 2013 | 1. ELECTION OF DIRECTOR: STEVEN A.BALLMER 2. ELECTION OF DIRECTOR: DINA DUBLON 3. ELECTION OF DIRECTOR: WILLIAM H. GATES III 4. ELECTION OF DIRECTOR: MARIA M. KLAWE 5. ELECTION OF DIRECTOR: STEPHEN J. LUCZO 6. ELECTION OF DIRECTOR: DAVID F. MARQUARDT 7. ELECTION OF DIRECTOR: CHARLES H. NOSKI 8. ELECTION OF DIRECTOR: HELMUT PANKE 9. ELECTION OF DIRECTOR: JOHN W. THOMPSON 10. APPROVE MATERIAL TERMS OF THE PERFORMANCE CRITERIA UNDER THE EXECUTIVE OFFICER INCENTIVE PLAN 11. ADVISORY VOTE ON EXECUTIVE COMPENSATION 12. RATIFICATION OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT AUDITORFOR FISCAL YEAR 2014 | For For For For For For For For For For
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ACE LIMITED H0023R-105 January 10, 2014 | 1. APPROVAL OF THE PAYMENT OF DIVIDENDS FROM LEGAL RESERVES 2. ELECTION OF HOMBURGER AG AS OUR INDEPENDENT PROXY UNTIL THE CONCLUSION OF OUR 2014 ORDINARY GENERAL MEETING 3. IF A NEW AGENDA ITEM OR A NEW PROPOSAL FOR AN EXISTING AGENDA ITEM IS PUT BEFORE THE MEETING I/WE HEREWITH AUTHORIZE AND INSTRUCT THE INDEPENDENT PROXY TO VOTE AS FOLLOWS IN RESPECT OF THE POSITION OF THE BOARD OF DIRECTORS | For For
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APPLE INC. 037833-100 February 28, 2014 | 1 DIRECTORS 1) WILLIAM CAMPBELL 2) TIMOTHY COOK 3) MILLARD DREXLER 4) AL GORE 5) ROBERT IGER 6)ANDREA JUNG 7) ARTHUR LEVINSON 8) RONALD SUGAR 2 THE AMENDMENT OF THE COMPANY'S RESTATED ARTICLES OF INCORPORATION (THE "ARTICLES") TO FACILITATE THE IMPLEMENTATION OF MAJORITY VOTING FOR THE ELECTION OF DIRECTORS IN AN UNCONTESTED ELECTION BY ELIMINATING ARTICLE VII, WHICH RELATES TO THE TERM OF DIRECTORS AND THE TRANSITION FROM A CLASSIFIED BOARD OF DIRECTORS TO A DECLASSIFIED STRUCTURE 3 THE AMENDMENT OF THE ARTICLES TO ELIMINATE THE "BLANK CHECK" AUTHORITY OF THE BOARD TO ISSUE PREFERRED STOCK 4 THE AMENDMENT OF THE ARTICLES TO ESTABLISH A PAR VALUE FOR THE COMPANY'S COMMON STOCK OF $0.00001 PER SHARE 5 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'SINDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2014 6 A NON-BINDING ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION 7 THE APPROVAL OF THE APPLE INC. 2014 EMPLOYEE STOCK PLAN 8 A SHAREHOLDER PROPOSAL BY JOHN HARRINGTON AND NORTHSTAR ASSET MANAGEMENT INC. ENTITLED "BOARD COMMITTEE ON HUMAN RIGHTS" TO AMEND THE COMPANY'S BYLAWS 9 A SHAREHOLDER PROPOSAL BY THE NATIONAL CENTER FOR PUBLIC POLICY RESEARCH OF A NON-BINDING ADVISORY RESOLUTION ENTITLED "REPORT ON COMPANY MEMBERSHIP AND INVOLVEMENT WITH CERTAIN TRADE ASSOCIATIONS AND BUSINESS ORGANIZATIONS" 10 A SHAREHOLDER PROPOSAL BY CARL ICAHN OF A NON-BINDING ADVISORY RESOLUTION THAT THE COMPANY COMMIT TO COMPLETING NOT LESS THAN $50 BILLION OF SHARE REPURCHASES DURING ITS 2014 FISCAL YEAR (AND INCREASE THE AUTHORIZATION UNDER ITS CAPITAL RETURN PROGRAM ACCORDINGLY) 11 A SHAREHOLDER PROPOSAL BY JAMES MCRITCHIE OF A NON-BINDING ADVISORY RESOLUTION ENTITLED "PROXY ACCESS FOR SHAREHOLDERS" | For All
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SCHLUMBERGER 806857-108 April 09, 2014 | 1A. ELECTION OF DIRECTOR: PETER L.S. CURRIE 1B. ELECTION OF DIRECTOR: TONY ISAAC 1C. ELECTION OF DIRECTOR: K. VAMAN KAMATH 1D. ELECTION OF DIRECTOR: MAUREEN KEMPSTON DARKES 1E. ELECTION OF DIRECTOR: PAAL KIBSGAARD 1F. ELECTION OF DIRECTOR: NIKOLAY KUDRYAVTSEV 1G. ELECTION OF DIRECTOR: MICHAEL E. MARKS 1H. ELECTION OF DIRECTOR: LUBNA S. OLAYAN 1I. ELECTION OF DIRECTOR: LEO RAFAEL REIF 1J. ELECTION OF DIRECTOR: TORE I. SANDVOLD 1K. ELECTION OF DIRECTOR: HENRI SEYDOUX 2. TO APPROVE, ON AN ADVISORY BASIS, THE COMPANY'S EXECUTIVE COMPENSATION. 3. TO APPROVE THE COMPANY'S 2013 FINANCIAL STATEMENTS AND DECLARATIONS OF DIVIDENDS. 4. TO APPROVE THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. | For For For For For For For For For For For For
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TEXAS INSTRUMENTS 882508-104 April 17, 2014 | 1A. ELECTION OF DIRECTOR: R.W. BABB, JR. 1B. ELECTION OF DIRECTOR: M.A. BLINN 1C. ELECTION OF DIRECTOR: D.A. CARP 1D. ELECTION OF DIRECTOR: C.S. COX 1E. ELECTION OF DIRECTOR: R. KIRK 1F. ELECTION OF DIRECTOR: P.H. PATSLEY 1G. ELECTION OF DIRECTOR: R.E. SANCHEZ 1H. ELECTION OF DIRECTOR: W.R. SANDERS 1I. ELECTION OF DIRECTOR: R.J. SIMMONS 1J. ELECTION OF DIRECTOR: R.K. TEMPLETON 1K. ELECTION OF DIRECTOR: C.T. WHITMAN 2. BOARD PROPOSAL REGARDING ADVISORY APPROVAL OF THE COMPANY'S EXECUTIVE COMPENSATION. 3. BOARD PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2014. 4. BOARD PROPOSAL TO APPROVE THE TI EMPLOYEES 2014 STOCK PURCHASE PLAN. 5. BOARD PROPOSAL TO REAPPROVE THE MATERIAL TERMS OF THE PERFORMANCE GOALS UNDER THE TEXAS INSTRUMENTS 2009 LONG-TERM INCENTIVE PLAN. | For For For For For For For For For For For For
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ABBOTT LABORATORIES 002824-100 April 25, 2014 | 1. DIRECTOR 2. RATIFICATION OF ERNST & YOUNG LLP AS AUDITORS 3. SAY ON PAY - AN ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION 4. SHAREHOLDER PROPOSAL - GENETICALLY MODIFIED INGREDIENTS 5. SHAREHOLDER PROPOSAL - LOBBYING DISCLOSURE 6. SHAREHOLDER PROPOSAL - INCENTIVE COMPENSATION | For All For For
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DIRECTV 25490A-309 April 29, 2014 | 1A. ELECTION OF DIRECTOR: NEIL AUSTRIAN 1B. ELECTION OF DIRECTOR: RALPH BOYD, JR. 1C. ELECTION OF DIRECTOR: ABELARDO BRU 1D. ELECTION OF DIRECTOR: DAVID DILLON 1E. ELECTION OF DIRECTOR: SAMUEL DIPIAZZA, JR. 1F. ELECTION OF DIRECTOR: DIXON DOLL 1G. ELECTION OF DIRECTOR: CHARLES LEE 1H. ELECTION OF DIRECTOR: PETER LUND 1I. ELECTION OF DIRECTOR: NANCY NEWCOMB 1J. ELECTION OF DIRECTOR: LORRIE NORRINGTON 1K. ELECTION OF DIRECTOR: ANTHONY VINCIQUERRA 1L. ELECTION OF DIRECTOR: MICHAEL WHITE 2. TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR DIRECTV FOR THE FISCAL YEAR ENDING DECEMBER 31, 2014. 3. AN ADVISORY VOTE TO APPROVE COMPENSATION OF OUR NAMED EXECUTIVES. 4. SHAREHOLDER PROPOSAL TO ADOPT A POLICY THAT THERE WOULD BE NO ACCELERATED VESTING OF PERFORMANCE-BASED EQUITY AWARDS UPON A CHANGE IN CONTROL. 5. SHAREHOLDER PROPOSAL TO REQUIRE SENIOR EXECUTIVES TO RETAIN 50% OF NET AFTER-TAX SHARES ACQUIRED THROUGH PAY PROGRAMS UNTIL REACHING NORMAL RETIREMENT AGE. | For For For For For For For For For For For For For
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CHURCH & DWIGHT CO., INC. 171340-102 May 01, 2014 | 1A. ELECTION OF DIRECTOR: JAMES R. CRAIGIE 1B. ELECTION OF DIRECTOR: ROBERT D. LEBLANC 1C. ELECTION OF DIRECTOR: JANET S. VERGIS 2. ADVISORY VOTE TO APPROVE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3. RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OURINDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2014. | For For For For
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LKQ CORPORATION 501889-208 May 05, 2014 | 1.1 ELECTION OF DIRECTOR: A. CLINTON ALLEN 1.2 ELECTION OF DIRECTOR: RONALD G. FOSTER 1.3 ELECTION OF DIRECTOR: JOSEPH M. HOLSTEN 1.4 ELECTION OF DIRECTOR: BLYTHE J. MCGARVIE 1.5 ELECTION OF DIRECTOR: PAUL M. MEISTER 1.6 ELECTION OF DIRECTOR: JOHN F. O'BRIEN 1.7 ELECTION OF DIRECTOR: GUHAN SUBRAMANIAN 1.8 ELECTION OF DIRECTOR: ROBERT L. WAGMAN 1.9 ELECTION OF DIRECTOR: WILLIAM M. WEBSTER, IV 2. RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR OUR FISCAL YEAR ENDING DECEMBER 31, 2014. 3. APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. | For For For For For For For For For For
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EXPRESS SCRIPTS HOLDING CO. 30219G-108 May 07, 2014 | 1A. ELECTION OF DIRECTOR: GARY G. BENANAV 1B. ELECTION OF DIRECTOR: MAURA C. BREEN 1C. ELECTION OF DIRECTOR: WILLIAM J. DELANEY 1D. ELECTION OF DIRECTOR: NICHOLAS J. LAHOWCHIC 1E. ELECTION OF DIRECTOR: THOMAS P. MAC MAHON 1F. ELECTION OF DIRECTOR: FRANK MERGENTHALER 1G. ELECTION OF DIRECTOR: WOODROW A. MYERS, JR., MD 1H. ELECTION OF DIRECTOR: JOHN O. PARKER, JR. 1I. ELECTION OF DIRECTOR: GEORGE PAZ 1J. ELECTION OF DIRECTOR: WILLIAM L. ROPER, MD, MPH 1K. ELECTION OF DIRECTOR: SEYMOUR STERNBERG 2. TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2014. 3. TO APPROVE, BY NON-BINDING VOTE, EXECUTIVE COMPENSATION. | For For For For For For For For For For For For
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GILEAD SCIENCES, INC. 375558-103 May 07, 2014 | 1A. ELECTION OF DIRECTOR: JOHN F. COGAN 1B. ELECTION OF DIRECTOR: ETIENNE F. DAVIGNON 1C. ELECTION OF DIRECTOR: CARLA A. HILLS 1D. ELECTION OF DIRECTOR: KEVIN E. LOFTON 1E. ELECTION OF DIRECTOR: JOHN W. MADIGAN 1F. ELECTION OF DIRECTOR: JOHN C. MARTIN 1G. ELECTION OF DIRECTOR: NICHOLAS G. MOORE 1H. ELECTION OF DIRECTOR: RICHARD J. WHITLEY 1I. ELECTION OF DIRECTOR: GAYLE E. WILSON 1J. ELECTION OF DIRECTOR: PER WOLDOLSEN 2. TO RATIFY THE SELECTION OF ERNST & YOUNG LLP BY THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF GILEAD FOR THE FISCAL YEAR ENDING DECEMBER 31, 2014. 3. TO VOTE ON A PROPOSED AMENDMENT TO GILEAD'S RESTATED CERTIFICATE OF INCORPORATION TO DESIGNATE DELAWARE CHANCERY COURT AS THE EXCLUSIVE FORUM FOR CERTAIN LEGAL ACTIONS. 4. TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS PRESENTED IN THE PROXY STATEMENT. 5. TO VOTE ON A STOCKHOLDER PROPOSAL, IF PROPERLY PRESENTED AT THE MEETING, REQUESTING THAT THE BOARD ADOPT A POLICY THAT THE CHAIRMAN OF THE BOARD OF DIRECTORS BE AN INDEPENDENT DIRECTOR. 6. TO VOTE ON A STOCKHOLDER PROPOSAL, IF PROPERLY PRESENTED AT THE MEETING, REQUESTING THAT THE BOARD TAKE STEPS TO PERMIT STOCKHOLDER ACTION BY WRITTEN CONSENT. 7. TO VOTE ON A STOCKHOLDER PROPOSAL, IF PROPERLY PRESENTED AT THE MEETING, REQUESTING THAT THE BOARD ADOPT A POLICY THAT INCENTIVE COMPENSATION FOR THE CHIEF EXECUTIVE OFFICER INCLUDE NON-FINANCIAL MEASURES BASED ON PATIENT ACCESS TO GILEAD'S MEDICINES. | For For For For For For For For For For For
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HESS CORPORATION 42809H-107 May 07, 2014 | 1.1 ELECTION OF DIRECTOR: T.J. CHECKI 1.2 ELECTION OF DIRECTOR: E.E. HOLIDAY 1.3 ELECTION OF DIRECTOR: J.H. MULLIN 1.4 ELECTION OF DIRECTOR: J.H. QUIGLEY 1.5 ELECTION OF DIRECTOR: R.N. WILSON 2. ADVISORY APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3. RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS FOR FISCAL YEAR ENDING DECEMBER 31, 2014. 4A. ELIMINATION OF 80% SUPERMAJORITY VOTING REQUIREMENT IN THE COMPANY'S RESTATED CERTIFICATE OF INCORPORATION AND BY-LAWS. 4B. ELIMINATION OF TWO-THIRDS SUPERMAJORITY VOTING REQUIREMENT IN THE COMPANY'S RESTATED CERTIFICATE OF INCORPORATION. 5. ELIMINATION OF PROVISIONS IN THE COMPANY'S RESTATED CERTIFICATE OF INCORPORATION CONCERNING $3.50 CUMULATIVE CONVERTIBLE PREFERRED STOCK. 6. STOCKHOLDER PROPOSAL RECOMMENDING A REPORT REGARDING CARBON ASSET RISK. | For For For For For For
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TRIMBLE NAVIGATION LIMITED 896239-100 May 08, 2014 | 1. DIRECTOR 2. TO APPROVE THE COMPENSATION FOR OUR NAMED EXECUTIVE OFFICERS. 3. TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE INDEPENDENT AUDITOR OF THE COMPANY FOR THE FISCAL YEAR ENDING JANUARY 2, 2015. | For All For
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ABBVIE INC. 00287Y-109 May 09, 2014 | 1. DIRECTOR 2. RATIFICATION OF ERNST & YOUNG LLP AS ABBVIE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2014. 3. SAY ON PAY - AN ADVISORY VOTE ON THE APPROVAL OF EXECUTIVE COMPENSATION. | For All For
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GOOGLE INC. 38259P-508 May 14, 2014 | 1. DIRECTOR 2. THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS GOOGLE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2014. 3. THE APPROVAL OF 2013 COMPENSATION AWARDED TO NAMED EXECUTIVE OFFICERS. 4. A STOCKHOLDER PROPOSAL REGARDING EQUAL SHAREHOLDER VOTING, IF PROPERLY PRESENTED AT THE MEETING. 5. A STOCKHOLDER PROPOSAL REGARDING A LOBBYING REPORT, IF PROPERLY PRESENTED AT THE MEETING. 6. A STOCKHOLDER PROPOSAL REGARDING THE ADOPTION OF A MAJORITY VOTE STANDARD FOR THE ELECTION OF DIRECTORS, IF PROPERLY PRESENTED AT THE MEETING. 7. A STOCKHOLDER PROPOSAL REGARDING TAX POLICY PRINCIPLES, IF PROPERLY PRESENTED AT THE MEETING. 8. A STOCKHOLDER PROPOSAL REGARDING AN INDEPENDENT CHAIRMAN OF THE BOARD POLICY, IF PROPERLY PRESENTED AT THE MEETING. | For All For
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SOUTHWEST AIRLINES CO. 844741-108 May 14, 2014 | 1A. ELECTION OF DIRECTOR: DAVID W. BIEGLER 1B. ELECTION OF DIRECTOR: J. VERONICA BIGGINS 1C. ELECTION OF DIRECTOR: DOUGLAS H. BROOKS 1D. ELECTION OF DIRECTOR: WILLIAM H. CUNNINGHAM 1E. ELECTION OF DIRECTOR: JOHN G. DENISON 1F. ELECTION OF DIRECTOR: GARY C. KELLY 1G. ELECTION OF DIRECTOR: NANCY B. LOEFFLER 1H. ELECTION OF DIRECTOR: JOHN T. MONTFORD 1I. ELECTION OF DIRECTOR: THOMAS M. NEALON 1J. ELECTION OF DIRECTOR: DANIEL D. VILLANUEVA 2. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION. 3. RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2014. | For For For For For For For For For For For
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ACE LIMITED H0023R-105 May 15, 2014 | 1. APPROVAL OF THE ANNUAL REPORT, STANDALONE FINANCIAL STATEMENTS AND CONSOLIDATED FINANCIAL STATEMENTS OF ACE LIMITED FOR THE YEAR ENDED DECEMBER 31, 2013 2. ALLOCATION OF DISPOSABLE PROFIT 3. DISCHARGE OF THE BOARD OF DIRECTORS 4A. ELECTION OF DIRECTOR: JOHN EDWARDSON 4B. ELECTION OF DIRECTOR: KIMBERLY ROSS 4C. ELECTION OF DIRECTOR: ROBERT SCULLY 4D. ELECTION OF DIRECTOR: DAVID SIDWELL 4E. ELECTION OF DIRECTOR: EVAN G. GREENBERG 4F. ELECTION OF DIRECTOR: ROBERT M. HERNANDEZ 4G. ELECTION OF DIRECTOR: MICHAEL G. ATIEH 4H. ELECTION OF DIRECTOR: MARY A. CIRILLO 4I. ELECTION OF DIRECTOR: MICHAEL P. CONNORS 4J. ELECTION OF DIRECTOR: PETER MENIKOFF 4K. ELECTION OF DIRECTOR: LEO F. MULLIN 4L. ELECTION OF DIRECTOR: EUGENE B. SHANKS, JR. 4M. ELECTION OF DIRECTOR: THEODORE E. SHASTA 4N. ELECTION OF DIRECTOR: OLIVIER STEIMER 5. ELECTION OF EVAN G. GREENBERG AS THE CHAIRMAN OF THE BOARD OF DIRECTORS UNTIL OUR NEXT ANNUAL GENERAL MEETING 6A. ELECTION OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTOR: MICHAEL P. CONNORS 6B. ELECTION OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTOR: MARY A. CIRILLO: 6C. ELECTION OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTOR: JOHN EDWARDSON: 6D. ELECTION OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTOR: ROBERT M. HERNANDEZ: 7. ELECTION OF HAMBURGER AG AS INDEPENDENT PROXY UNTIL THE CONCLUSION OF OUR NEXT ANNUAL GENERAL MEETING: 8A. ELECTION OF PRICEWATERHOUSECOOPERS AG (ZURICH) AS OUR STATUTORY AUDITOR UNTIL OUR NEXT ANNUAL GENERAL MEETING 8B. RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM PRICEWATERHOUSECOOPERS LLP (UNITED STATES) FOR PURPOSES OF UNITED STATES SECURITIES LAW REPORTING FOR THE YEAR ENDING DECEMBER 31, 2014 8C. ELECTION OF BDO AG (ZURICH) AS SPECIAL AUDITING FIRM UNTIL OUR NEXT ANNUAL GENERAL MEETING 9. AMENDMENT OF THE ARTICLES OF ASSOCIATION RELATING TO AUTHORIZED SHARE CAPITAL FOR GENERAL PURPOSES 10. APPROVAL OF THE PAYMENT OF A DISTRIBUTION TO SHAREHOLDERS THROUGH REDUCTION OF THE PAR VALUE OF OUR SHARES, SUCH PAYMENT TO BE MADE IN FOUR QUARTERLY INSTALLMENTS AT SUCH TIMES DURING THE PERIOD THROUGH OUR NEXT ANNUAL GENERAL MEETING AS SHALL BE DETERMINED BY THE BOARD OF DIRECTORS 11. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION 12. IF A NEW AGENDA ITEM OR A NEW PROPOSAL FOR AN EXISTING AGENDA ITEM IS PUT BEFORE THE MEETING, I/WE HEREBY AUTHORIZE AND INSTRUCT THE INDEPENDENT PROXY TO VOTE AS FOLLOWS: MARK "FOR" TO VOTE IN ACCORDANCE WITH THE POSITION OF THE BOARD OF DIRECTORS; MARK "AGAINST" TO VOTE AGAINST NEW ITEMS AND PROPOSALS; MARK "ABSTAIN" TO ABSTAIN | For
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SOUTHWESTERN ENERGY CO. 845467-109 May 20, 2014 | 1.1 ELECTION OF DIRECTOR: JOHN D. GASS 1.2 ELECTION OF DIRECTOR: CATHERINE A. KEHR 1.3 ELECTION OF DIRECTOR: GREG D. KERLEY 1.4 ELECTION OF DIRECTOR: VELLO A. KUUSKRAA 1.5 ELECTION OF DIRECTOR: KENNETH R. MOURTON 1.6 ELECTION OF DIRECTOR: STEVEN L. MUELLER 1.7 ELECTION OF DIRECTOR: ELLIOTT PEW 1.8 ELECTION OF DIRECTOR: ALAN H. STEVENS 2. PROPOSAL TO RATIFY INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2014. 3. ADVISORY VOTE TO APPROVE OUR EXECUTIVE COMPENSATION. 4. PROPOSAL FROM STOCKHOLDER REGARDING SPECIAL MEETINGS. 5. PROPOSAL FROM STOCKHOLDER REGARDING METHANE EMISSIONS REPORT. | For For For For For For For For For
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THERMO FISHER SCIENTIFIC, INC. 883556-102 May 20, 2014 | 1A. ELECTION OF DIRECTOR: MARC N. CASPER 1B. ELECTION OF DIRECTOR: NELSON J. CHAI 1C. ELECTION OF DIRECTOR: C. MARTIN HARRIS 1D. ELECTION OF DIRECTOR: TYLER JACKS 1E. ELECTION OF DIRECTOR: JUDY C. LEWENT 1F. ELECTION OF DIRECTOR: THOMAS J. LYNCH 1G. ELECTION OF DIRECTOR: JIM P. MANZI 1H. ELECTION OF DIRECTOR: WILLIAM G. PARRETT 1I. ELECTION OF DIRECTOR: LARS R. SORENSEN 1J. ELECTION OF DIRECTOR: SCOTT M. SPERLING 1K. ELECTION OF DIRECTOR: ELAINE S. ULLIAN 2. AN ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION. 3. RATIFICATION OF THE AUDIT COMMITTEE'S SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR 2014. | For For For For For For For For For For For For
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ROBERT HALF INTERNATIONAL, INC. 770323-103 May 20, 2014 | 1. DIRECTOR 1) ANDREW S. BERWICK, JR. 2) HAROLD M. MESSMER, JR. 3) BARBARA J. NOVOGRADAC 4) ROBERT J. PACE 5) FREDERICK A. RICHMAN 6) M. KEITH WADDELL 2. RATIFICATION OF APPOINTMENT OF AUDITOR. 3. PROPOSAL REGARDING STOCK INCENTIVE PLAN. 4. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION. | For All
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MASTERCARD INCORPORATED 57636Q-104 June 03, 2014 | 1A. ELECTION OF DIRECTOR: RICHARD HAYTHORNTHWAITE 1B. ELECTION OF DIRECTOR: AJAY BANGA 1C. ELECTION OF DIRECTOR: SILVIO BARZI 1D. ELECTION OF DIRECTOR: DAVID R. CARLUCCI 1E. ELECTION OF DIRECTOR: STEVEN J. FREIBERG 1F. ELECTION OF DIRECTOR: JULIUS GENACHOWSKI 1G. ELECTION OF DIRECTOR: MERIT E. JANOW 1H. ELECTION OF DIRECTOR: NANCY J. KARCH 1I. ELECTION OF DIRECTOR: MARC OLIVIÉ 1J. ELECTION OF DIRECTOR: RIMA QURESHI 1K. ELECTION OF DIRECTOR: JOSE OCTAVIO REYES LAGUNES 1L. ELECTION OF DIRECTOR: JACKSON P. TAI 1M. ELECTION OF DIRECTOR: EDWARD SUNING TIAN 2. ADVISORY APPROVAL OF THE COMPANY'S EXECUTIVE COMPENSATION 3. RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2014. | For For For For For For For For For For For For For For
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AFFILIATED MANAGERS GROUP, INC. 008252-108 June 16, 2014 | 1A. ELECTION OF DIRECTOR: SAMUEL T. BYRNE 1B. ELECTION OF DIRECTOR: DWIGHT D. CHURCHILL 1C. ELECTION OF DIRECTOR: NIALL FERGUSON 1D. ELECTION OF DIRECTOR: SEAN M. HEALEY 1E. ELECTION OF DIRECTOR: HAROLD J. MEYERMAN 1F. ELECTION OF DIRECTOR: WILLIAM J. NUTT 1G. ELECTION OF DIRECTOR: TRACY P. PALANDJIAN 1H. ELECTION OF DIRECTOR: RITA M. RODRIGUEZ 1I. ELECTION OF DIRECTOR: PATRICK T. RYAN 1J. ELECTION OF DIRECTOR: JIDE J. ZEITLIN 2. TO APPROVE, BY A NON-BINDING ADVISORY VOTE, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. 3. TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE CURRENT FISCAL YEAR. | For For For For For For For For For For For
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CELGENE CORPORATION 151020-104 June 18, 2014 | 1. DIRECTOR 2. RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2014. 3. AMENDMENT OF THE COMPANY'S CERTIFICATE OF INCORPORATION TO INCREASE THE AUTHORIZED NUMBER OF SHARES OF COMMON STOCK AND TO EFFECT A STOCK SPLIT. 4. APPROVAL OF AN AMENDMENT OF THE COMPANY'S 2008 STOCK INCENTIVE PLAN. 5. APPROVAL, BY NON-BINDING VOTE, OF EXECUTIVE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. 6. STOCKHOLDER PROPOSAL DESCRIBED IN MORE DETAIL IN THE PROXY STATEMENT. | For All For
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DOLLAR TREE, INC. 256746-108 June 19, 2014 | 1. DIRECTOR 1) ARNOLD S. BARRON 2) MACON F. BROCK, JR. 3) MARY ANNE CITRINO 4) H. RAY COMPTON 5) CONRAD M. HALL 6) LEMUEL E. LEWIS 7) J. DOUGLAS PERRY 8) BOB SASSER 9) THOMAS A. SAUNDERS III 10) THOMAS E. WHIDDON 11) CARL P. ZEITHAML 2. TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS 3. TO RATIFY THE SELECTION OF KPMG AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 4. SHAREHOLDER PROPOSAL TO IMPLEMENT A MAJORITY VOTE STANDARD IN UNCONTESTED DIRECTOR ELECTIONS | For
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BE AEROSPACE, INC. 073302-101
July 24, 2013 | 1. DIRECTOR 1) MICHAEL F. SENFT 2) JOHN T. WHATES 2. SAY ON PAY - AN ADVISORY VOTE ON THE APPROVAL OF EXECUTIVE COMPENSATION. 3. PROPOSAL TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2013 FISCAL YEAR. 4. PROPOSAL TO AMEND THE AMENDED AND RESTATED B/E AEROSPACE, INC. 1994 EMPLOYEE STOCK PURCHASE PLAN. | For
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ACTAVIS, INC. 00507K-103
September 10, 2013 | 1. TO APPROVE THE TRANSACTION AGREEMENT, DATED MAY 19, 2013, AMONG ACTAVIS, INC. ("ACTAVIS"), WARNER CHILCOTT PUBLIC LIMITED COMPANY ("WARNER CHILCOTT"), ACTAVIS LIMITED ("NEW ACTAVIS"), ACTAVIS IRELAND HOLDING LIMITED, ACTAVIS W.C. HOLDING LLC, AND ACTAVIS W.C. HOLDING 2 LLC AND THE MERGER. 2. TO APPROVE THE CREATION OF DISTRIBUTABLE RESERVES, BY REDUCING ALL OF THE SHARE PREMIUM OF NEW ACTAVIS RESULTING FROM THE ISSUANCE OF NEW ACTAVIS ORDINARY SHARES PURSUANT TO THE SCHEME OF ARRANGEMENT BY WHICH NEW ACTAVIS WILL ACQUIRE WARNER CHILCOTT 3. TO CONSIDER AND VOTE UPON, ON A NON-BINDING ADVISORY BASIS, SPECIFIED COMPENSATORY ARRANGEMENTS BETWEEN ACTAVIS AND ITS NAMED EXECUTIVE OFFICERS RELATING TO THE TRANSACTION AGREEMENT. 4. TO APPROVE ANY MOTION TO ADJOURN ACTAVIS MEETING, OR ANY ADJOURNMENTS THEREOF, (I) TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF ACTAVIS MEETING TO APPROVE TRANSACTION AGREEMENT & MERGER, (II) TO PROVIDE TO ACTAVIS HOLDERS ANY SUPPLEMENT OR AMENDMENT TO JOINT PROXY STATEMENT (III) TO DISSEMINATE ANY OTHER INFORMATION WHICH IS MATERIAL. | For
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MICROSOFT CORPORATION 594918-104
November 19, 2013 | 1. ELECTION OF DIRECTOR: STEVEN A.BALLMER 2. ELECTION OF DIRECTOR: DINA DUBLON 3. ELECTION OF DIRECTOR: WILLIAM H. GATES III 4. ELECTION OF DIRECTOR: MARIA M. KLAWE 5. ELECTION OF DIRECTOR: STEPHEN J. LUCZO 6. ELECTION OF DIRECTOR: DAVID F. MARQUARDT 7. ELECTION OF DIRECTOR: CHARLES H. NOSKI 8. ELECTION OF DIRECTOR: HELMUT PANKE 9. ELECTION OF DIRECTOR: JOHN W. THOMPSON 10. APPROVE MATERIAL TERMS OF THE PERFORMANCE CRITERIA UNDER THE EXECUTIVE OFFICER INCENTIVE PLAN 11. ADVISORY VOTE ON EXECUTIVE COMPENSATION 12. RATIFICATION OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT AUDITORFOR FISCAL YEAR 2014 | For For For For For For For For For For
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JOHNSON CONTROLS, INC. 478366-107
January 29, 2014 | 1. DIRECTOR 1) NATALIE A. BLACK 2) RAYMOND L. CONNER 3) WILLIAM H. LACY 4) ALEX A. MOLINAROLI 2. RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITORS FOR 2014. 3. APPROVE ON AN ADVISORY BASIS NAMED EXECUTIVE OFFICER COMPENSATION. | For
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APPLIED MATERIALS, INC. 038222-105
March 04, 2014 | 1A. ELECTION OF DIRECTOR: AART J. DE GEUS 1B. ELECTION OF DIRECTOR: GARY E. DICKERSON 1C. ELECTION OF DIRECTOR: STEPHEN R. FORREST 1D. ELECTION OF DIRECTOR: THOMAS J. IANNOTTI 1E. ELECTION OF DIRECTOR: SUSAN M. JAMES 1F. ELECTION OF DIRECTOR: ALEXANDER A. KARSNER 1G.ELECTION OF DIRECTOR: GERHARD H. PARKER 1H. ELECTION OF DIRECTOR: DENNIS D. POWELL 1I. ELECTION OF DIRECTOR: WILLEM P. ROELANDTS 1J. ELECTION OF DIRECTOR: JAMES E. ROGERS 1K.ELECTION OF DIRECTOR: MICHAEL R. SPLINTER 1L.ELECTION OF DIRECTOR: ROBERT H. SWAN 2. TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF APPLIED MATERIALS' NAMED EXECUTIVE OFFICERS. 3. TO RATIFY THE APPOINTMENT OF KPMG LLP AS APPLIED MATERIALS' INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2014. 4. STOCKHOLDER PROPOSAL TITLED "SPECIAL SHAREOWNER MEETINGS". | For For For For For For For For For For For For Against
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AMERISOURCEBERGEN CORP. 03073E-105
March 06, 2014 | 1A. ELECTION OF DIRECTOR: STEVEN H. COLLIS 1B. ELECTION OF DIRECTOR: DOUGLAS R. CONANT 1C. ELECTION OF DIRECTOR: RICHARD W. GOCHNAUER 1D. ELECTION OF DIRECTOR: RICHARD C. GOZON 1E. ELECTION OF DIRECTOR: LON R. GREENBERG 1F. ELECTION OF DIRECTOR: EDWARD E. HAGENLOCKER 1G. ELECTION OF DIRECTOR: JANE E. HENNEY, M.D. 1H. ELECTION OF DIRECTOR: KATHLEEN W. HYLE 1I. ELECTION OF DIRECTOR: MICHAEL J. LONG 1J. ELECTION OF DIRECTOR: HENRY W. MCGEE 2. RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2014. 3. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION. 4. APPROVAL OF THE AMERISOURCEBERGEN CORPORATION OMNIBUS INCENTIVE PLAN. 5. APPROVAL OF THE AMENDMENT OF AMERISOURCEBERGEN'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION. | For For For For For For For For For For For
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FRANKLIN RESOURCES, INC. 354613-101
March 12, 2014 | 1A. ELECTION OF DIRECTOR: SAMUEL H. ARMACOST 1B. ELECTION OF DIRECTOR: PETER K. BARKER 1C. ELECTION OF DIRECTOR: CHARLES E. JOHNSON 1D. ELECTION OF DIRECTOR: GREGORY E. JOHNSON 1E. ELECTION OF DIRECTOR: RUPERT H. JOHNSON, JR. 1F. ELECTION OF DIRECTOR: MARK C. PIGOTT 1G. ELECTION OF DIRECTOR: CHUTTA RATNATHICAM 1H. ELECTION OF DIRECTOR: LAURA STEIN 1I. ELECTION OF DIRECTOR: ANNE M. TATLOCK 1J. ELECTION OF DIRECTOR: GEOFFREY Y. YANG 2. TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2014. 3. TO APPROVE THE ADOPTION OF THE FRANKLIN RESOURCES, INC. 2014 KEY EXECUTIVE INCENTIVE COMPENSATION PLAN. 4. TO APPROVE BY ADVISORY VOTE, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. 5. A STOCKHOLDER PROPOSAL, IF PROPERLY PRESENTED AT THE ANNUAL MEETING. | For For For For For For For For For For For
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THE WALT DISNEY COMPANY 254687-106
March 18, 2014 | 1A. ELECTION OF DIRECTOR: SUSAN E. ARNOLD 1B. ELECTION OF DIRECTOR: JOHN S. CHEN 1C. ELECTION OF DIRECTOR: JACK DORSEY 1D. ELECTION OF DIRECTOR: ROBERT A. IGER 1E. ELECTION OF DIRECTOR: FRED H. LANGHAMMER 1F. ELECTION OF DIRECTOR: AYLWIN B. LEWIS 1G. ELECTION OF DIRECTOR: MONICA C. LOZANO 1H. ELECTION OF DIRECTOR: ROBERT W. MATSCHULLAT 1I. ELECTION OF DIRECTOR: SHERYL K. SANDBERG 1J. ELECTION OF DIRECTOR: ORIN C. SMITH 2. TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S REGISTERED PUBLIC ACCOUNTANTS FOR 2014. 3. TO APPROVE THE ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION. 4. TO APPROVE AN AMENDMENT TO THE COMPANY'S RESTATED CERTIFICATE OF INCORPORATION. 5. TO APPROVE THE SHAREHOLDER PROPOSAL RELATING TO PROXY ACCESS. 6. TO APPROVE THE SHAREHOLDER PROPOSAL RELATING TO ACCELERATION OF EQUITY AWARDS. | For For For For For For For For For For For
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AGILENT TECHNOLOGIES, INC. 00846U-101
March 19, 2014 | 1.1 ELECTION OF DIRECTOR: HEIDI FIELDS 1.2 ELECTION OF DIRECTOR: A. BARRY RAND 2. TO RATIFY THE AUDIT AND FINANCE COMMITTEE'S APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS AGILENT'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3. TO RE-APPROVE THE PERFORMANCE GOALS UNDER AGILENT'S 2009 STOCK PLAN. 4. TO APPROVE THE COMPENSATION OF AGILENT'S NAMED EXECUTIVE OFFICERS. | For For For
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AES CORPORATION 00130H-105
April 17, 2014 | 1A. ELECTION OF DIRECTOR: ANDRES GLUSKI 1B. ELECTION OF DIRECTOR: ZHANG GUO BAO 1C. ELECTION OF DIRECTOR: CHARLES L. HARRINGTON 1D. ELECTION OF DIRECTOR: KRISTINA M. JOHNSON 1E. ELECTION OF DIRECTOR: TARUN KHANNA 1F. ELECTION OF DIRECTOR: PHILIP LADER 1G. ELECTION OF DIRECTOR: JAMES H. MILLER 1H. ELECTION OF DIRECTOR: SANDRA O. MOOSE 1I. ELECTION OF DIRECTOR: JOHN B. MORSE, JR. 1J. ELECTION OF DIRECTOR: MOISES NAIM 1K. ELECTION OF DIRECTOR: CHARLES O. ROSSOTTI 1L. ELECTION OF DIRECTOR: SVEN SANDSTROM 2. TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR YEAR 2014. 3. TO APPROVE, ON AN ADVISORY BASIS, THE COMPANY'S EXECUTIVE COMPENSATION. | For For For For For For For For For For For For For
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METLIFE, INC. 59156R-108
April 22, 2014 | 1A. ELECTION OF DIRECTOR: CHERYL W. GRISE 1B. ELECTION OF DIRECTOR: CARLOS M. GUTIERREZ 1C. ELECTION OF DIRECTOR: R. GLENN HUBBARD 1D. ELECTION OF DIRECTOR: STEVEN A. KANDARIAN 1E. ELECTION OF DIRECTOR: JOHN M. KEANE 1F. ELECTION OF DIRECTOR: ALFRED F. KELLY, JR. 1G. ELECTION OF DIRECTOR: WILLIAM E. KENNARD 1H. ELECTION OF DIRECTOR: JAMES M. KILTS 1I. ELECTION OF DIRECTOR: CATHERINE R. KINNEY 1J. ELECTION OF DIRECTOR: DENISE M. MORRISON 1K. ELECTION OF DIRECTOR: KENTON J. SICCHITANO 1L. ELECTION OF DIRECTOR: LULU C. WANG 2. RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR 2014. 3. ADVISORY VOTE TO APPROVE THE COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS. 4. APPROVAL OF THE METLIFE, INC. 2015 STOCK AND INCENTIVE COMPENSATION PLAN. 5. APPROVAL OF THE METLIFE, INC. 2015 NON-MANAGEMENT DIRECTOR STOCK COMPENSATION PLAN. | For For For For For For For For For For For For For
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PNC FINANCIAL SERVICES GROUP, INC. 693475-105
April 22, 2014 | 1A. ELECTION OF DIRECTOR: RICHARD O. BERNDT 1B. ELECTION OF DIRECTOR: CHARLES E. BUNCH 1C. ELECTION OF DIRECTOR: PAUL W. CHELLGREN 1D. ELECTION OF DIRECTOR: WILLIAM S. DEMCHAK 1E. ELECTION OF DIRECTOR: ANDREW T. FELDSTEIN 1F. ELECTION OF DIRECTOR: KAY COLES JAMES 1G. ELECTION OF DIRECTOR: RICHARD B. KELSON 1H. ELECTION OF DIRECTOR: ANTHONY A. MASSARO 1I. ELECTION OF DIRECTOR: JANE G. PEPPER 1J. ELECTION OF DIRECTOR: DONALD J. SHEPARD 1K. ELECTION OF DIRECTOR: LORENE K. STEFFES 1L. ELECTION OF DIRECTOR: DENNIS F. STRIGL 1M. ELECTION OF DIRECTOR: THOMAS J. USHER 1N. ELECTION OF DIRECTOR: GEORGE H. WALLS, JR. 1O. ELECTION OF DIRECTOR: HELGE H. WEHMEIER 2. RATIFICATION OF THE AUDIT COMMITTEE'S SELECTION OF PRICEWATERHOUSECOOPERS LLP AS PNC'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2014. 3. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION. 4. A SHAREHOLDER PROPOSAL REGARDING A REPORT ON GREENHOUSE GAS EMISSIONS OF BORROWERS AND EXPOSURE TO CLIMATE CHANGE RISK. | For For For For For For For For For For For For For For For For
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AVERY DENNISON CORPORATION 053611-109
April 24, 2014 | 1A. ELECTION OF DIRECTOR: BRADLEY ALFORD 1B. ELECTION OF DIRECTOR: ANTHONY ANDERSON 1C. ELECTION OF DIRECTOR: PETER BARKER 1D. ELECTION OF DIRECTOR: ROLF BORJESSON 1E. ELECTION OF DIRECTOR: KEN HICKS 1F. ELECTION OF DIRECTOR: CHARLES NOSKI 1G. ELECTION OF DIRECTOR: DAVID PYOTT 1H. ELECTION OF DIRECTOR: DEAN SCARBOROUGH 1I. ELECTION OF DIRECTOR: PATRICK SIEWERT 1J. ELECTION OF DIRECTOR: JULIA STEWART 1K. ELECTION OF DIRECTOR: MARTHA SULLIVAN 2. APPROVAL, ON AN ADVISORY BASIS, OF OUR EXECUTIVE COMPENSATION. 3. APPROVAL OF OUR AMENDED AND RESTATED SENIOR EXECUTIVE ANNUAL INCENTIVE PLAN. 4. RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2014 FISCAL YEAR. | For For For For For For For For For For For For
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AT&T, INC. 00206R-102
April 25, 2014 | 1A. ELECTION OF DIRECTOR: RANDALL L. STEPHENSON 1B. ELECTION OF DIRECTOR: REUBEN V. ANDERSON 1C. ELECTION OF DIRECTOR: JAIME CHICO PARDO 1D. ELECTION OF DIRECTOR: SCOTT T. FORD 1E. ELECTION OF DIRECTOR: JAMES P. KELLY 1F. ELECTION OF DIRECTOR: JON C. MADONNA 1G. ELECTION OF DIRECTOR: MICHAEL B. MCCALLISTER 1H. ELECTION OF DIRECTOR: JOHN B. MCCOY 1I. ELECTION OF DIRECTOR: BETH E. MOONEY 1J. ELECTION OF DIRECTOR: JOYCE M. ROCHE 1K. ELECTION OF DIRECTOR: MATTHEW K. ROSE 1L. ELECTION OF DIRECTOR: CYNTHIA B. TAYLOR 1M. ELECTION OF DIRECTOR: LAURA D'ANDREA TYSON 2. RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS. 3. ADVISORY APPROVAL OF EXECUTIVE COMPENSATION. 4. APPROVE SEVERANCE POLICY. 5. POLITICAL REPORT. 6. LOBBYING REPORT. 7. WRITTEN CONSENT. | For For For For For For For For For For For For For For
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THE CHUBB CORPORATION 171232-101
April 29, 2014 | 1A) ELECTION OF DIRECTOR: ZOE BAIRD BUDINGER 1B) ELECTION OF DIRECTOR: SHEILA P. BURKE 1C) ELECTION OF DIRECTOR: JAMES I. CASH, JR. 1D) ELECTION OF DIRECTOR: JOHN D. FINNEGAN 1E) ELECTION OF DIRECTOR: TIMOTHY P. FLYNN 1F) ELECTION OF DIRECTOR: KAREN M. HOGUET 1G) ELECTION OF DIRECTOR: LAWRENCE W. KELLNER 1H) ELECTION OF DIRECTOR: MARTIN G. MCGUINN 1I) ELECTION OF DIRECTOR: LAWRENCE M. SMALL 1J) ELECTION OF DIRECTOR: JESS SODERBERG 1K) ELECTION OF DIRECTOR: DANIEL E. SOMERS 1L) ELECTION OF DIRECTOR: WILLIAM C. WELDON 1M) ELECTION OF DIRECTOR: JAMES M. ZIMMERMAN 1N) ELECTION OF DIRECTOR: ALFRED W. ZOLLAR 2. TO APPROVE THE ADOPTION OF THE CHUBB CORPORATION LONG-TERM INCENTIVE PLAN (2014). 3. RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITOR. 4. ADVISORY VOTE ON THE COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS. 5. SHAREHOLDER PROPOSAL REGARDING PREPARATION OF AN ANNUAL SUSTAINABILITY REPORT. | For For For For For For For For For For For For For For For
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INTERNATIONAL BUSINESS MACHINES CORP. 459200-101
April 29, 2014 | 1A. ELECTION OF DIRECTOR: A.J.P. BELDA 1B. ELECTION OF DIRECTOR: W.R. BRODY 1C. ELECTION OF DIRECTOR: K.I. CHENAULT 1D. ELECTION OF DIRECTOR: M.L. ESKEW 1E. ELECTION OF DIRECTOR: D.N. FARR 1F. ELECTION OF DIRECTOR: S.A. JACKSON 1G. ELECTION OF DIRECTOR: A.N. LIVERIS 1H. ELECTION OF DIRECTOR: W.J. MCNERNEY, JR. 1I. ELECTION OF DIRECTOR: J.W. OWENS 1J. ELECTION OF DIRECTOR: V.M. ROMETTY 1K. ELECTION OF DIRECTOR: J.E. SPERO 1L. ELECTION OF DIRECTOR: S. TAUREL 1M. ELECTION OF DIRECTOR: L.H. ZAMBRANO 2. RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PAGE 71) 3. ADVISORY VOTE ON EXECUTIVE COMPENSATION (PAGE 72) 4. APPROVAL OF LONG-TERM INCENTIVE PERFORMANCE TERMS FOR CERTAIN EXECUTIVES PURSUANT TO SECTION 162(M) OF THE INTERNAL REVENUE CODE (PAGE 73) 5. ADOPTION OF THE IBM 2014 EMPLOYEES STOCK PURCHASE PLAN (PAGE 76) 6. STOCKHOLDER PROPOSAL FOR DISCLOSURE OF LOBBYING POLICIES AND PRACTICES (PAGE 78) 7. STOCKHOLDER PROPOSAL ON THE RIGHT TO ACT BY WRITTEN CONSENT (PAGE 79) 8. STOCKHOLDER PROPOSAL TO LIMIT ACCELERATED EXECUTIVE PAY (PAGE 80) | For For For For For For For For For For For For For For
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DOVER CORPORATION 260003-108
May 01, 2014 | 1A. ELECTION OF DIRECTOR: R.W. CREMIN 1B. ELECTION OF DIRECTOR: J-P.M. ERGAS 1C. ELECTION OF DIRECTOR: P.T. FRANC 1D. ELECTION OF DIRECTOR: K.C. GRAHAM 1E. ELECTION OF DIRECTOR: M.F. JOHNSTON 1F. ELECTION OF DIRECTOR: R.A. LIVINGSTON 1G. ELECTION OF DIRECTOR: R.K. LOCHRIDGE 1H. ELECTION OF DIRECTOR: B.G. RETHORE 1I. ELECTION OF DIRECTOR: M.B. STUBBS 1J. ELECTION OF DIRECTOR: S.M. TODD 1K. ELECTION OF DIRECTOR: S.K. WAGNER 1L. ELECTION OF DIRECTOR: M.A. WINSTON 2. TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2014. 3. TO REAPPROVE THE PERFORMANCE CRITERIA UNDER OUR EXECUTIVE OFFICER ANNUAL INCENTIVE PLAN. 4. TO APPROVE, ON AN ADVISORY BASIS, NAMED EXECUTIVE OFFICER COMPENSATION. 5. TO APPROVE AMENDMENTS TO ARTICLE 14 OF OUR RESTATED CERTIFICATE OF INCORPORATION. 6. TO APPROVE AMENDMENTS TO ARTICLE 15 OF OUR RESTATED CERTIFICATE OF INCORPORATION. 7. TO APPROVE AMENDMENTS TO ARTICLE 16 OF OUR RESTATED CERTIFICATE OF INCORPORATION. 8. TO APPROVE AN AMENDMENT TO OUR BY-LAWS TO PERMIT SHAREHOLDERSTO CALL A SPECIAL MEETING. | For For For For For For For For For For For For For
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VALERO ENERGY CORPORATION 91913Y-100
May 01, 2014 | 1A. ELECTION OF DIRECTOR: JERRY D. CHOATE 1B. ELECTION OF DIRECTOR: JOSEPH W. GORDER 1C. ELECTION OF DIRECTOR: WILLIAM R. KLESSE 1D. ELECTION OF DIRECTOR: DEBORAH P. MAJORAS 1E. ELECTION OF DIRECTOR: DONALD L. NICKLES 1F. ELECTION OF DIRECTOR: PHILIP J. PFEIFFER 1G. ELECTION OF DIRECTOR: ROBERT A. PROFUSEK 1H. ELECTION OF DIRECTOR: SUSAN KAUFMAN PURCELL 1I. ELECTION OF DIRECTOR: STEPHEN M. WATERS 1J. ELECTION OF DIRECTOR: RANDALL J. WEISENBURGER 1K. ELECTION OF DIRECTOR: RAYFORD WILKINS, JR. 2. RATIFY THE APPOINTMENT OF KPMG LLP AS VALERO ENERGY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2014. 3. APPROVE, BY NON-BINDING VOTE, THE 2013 COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 4. VOTE ON A STOCKHOLDER PROPOSAL ENTITLED, "ACCELERATED VESTING OF PERFORMANCE SHARES." 5. VOTE ON A STOCKHOLDER PROPOSAL ENTITLED, "CLIMATE CHANGE MANAGEMENT PLAN." 6. VOTE ON A STOCKHOLDER PROPOSAL ENTITLED, "CORPORATE LOBBYING." | For For For For For For For For For For For For
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OCCIDENTAL PETROLEUM CORPORATION 674599-105
May 02, 2014 | 1A. ELECTION OF DIRECTOR: SPENCER ABRAHAM 1B. ELECTION OF DIRECTOR: HOWARD I. ATKINS 1C. ELECTION OF DIRECTOR: EUGENE L. BATCHELDER 1D. ELECTION OF DIRECTOR: STEPHEN I. CHAZEN 1E. ELECTION OF DIRECTOR: EDWARD P. DJEREJIAN 1F. ELECTION OF DIRECTOR: JOHN E. FEICK 1G. ELECTION OF DIRECTOR: MARGARET M. FORAN 1H. ELECTION OF DIRECTOR: CARLOS M. GUTIERREZ 1I. ELECTION OF DIRECTOR: WILLIAM R. KLESSE 1J. ELECTION OF DIRECTOR: AVEDICK B. POLADIAN 1K. ELECTION OF DIRECTOR: ELISSE B. WALTER 2. ONE-YEAR WAIVER OF DIRECTOR AGE RESTRICTION FOR EDWARD P.DJEREJIAN, AN INDEPENDENT DIRECTOR. 3. ADVISORY VOTE APPROVING EXECUTIVE COMPENSATION. 4. ABILITY OF STOCKHOLDERS TO ACT BY WRITTEN CONSENT. 5. SEPARATION OF THE ROLES OF THE CHAIRMAN OF THE BOARD AND THE CHIEF EXECUTIVE OFFICER. 6. RATIFICATION OF INDEPENDENT AUDITORS. 7. EXECUTIVES TO RETAIN SIGNIFICANT STOCK. 8. REVIEW LOBBYING AT FEDERAL, STATE, LOCAL LEVELS. 9. QUANTITATIVE RISK MANAGEMENT REPORTING FOR HYDRAULIC FRACTURING OPERATIONS. 10. FUGITIVE METHANE EMISSIONS AND FLARING REPORT. | For For For For For For For For For For For For
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PEPSICO, INC. 713448-108
May 07, 2014 | 1A. ELECTION OF DIRECTOR: SHONA L. BROWN 1B. ELECTION OF DIRECTOR: GEORGE W. BUCKLEY 1C. ELECTION OF DIRECTOR: IAN M. COOK 1D. ELECTION OF DIRECTOR: DINA DUBLON 1E. ELECTION OF DIRECTOR: RONA A. FAIRHEAD 1F. ELECTION OF DIRECTOR: RAY L. HUNT 1G. ELECTION OF DIRECTOR: ALBERTO IBARGUEN 1H. ELECTION OF DIRECTOR: INDRA K. NOOYI 1I. ELECTION OF DIRECTOR: SHARON PERCY ROCKEFELLER 1J. ELECTION OF DIRECTOR: JAMES J. SCHIRO 1K. ELECTION OF DIRECTOR: LLOYD G. TROTTER 1L. ELECTION OF DIRECTOR: DANIEL VASELLA 1M. ELECTION OF DIRECTOR: ALBERTO WEISSER 2. RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR FISCAL YEAR 2014. 3. ADVISORY APPROVAL OF THE COMPANY'S EXECUTIVE COMPENSATION. 4. APPROVAL OF THE MATERIAL TERMS OF THE PERFORMANCE GOALS OF THE PEPSICO, INC. EXECUTIVE INCENTIVE COMPENSATION PLAN. 5. POLICY REGARDING APPROVAL OF POLITICAL CONTRIBUTIONS. 6. POLICY REGARDING EXECUTIVE RETENTION OF STOCK. | For For For For For For For For For For For For For For
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NUCOR CORPORATION 670346-105
May 08, 2014 | 1. DIRECTOR 1) PETER C. BROWNING 2) JOHN J. FERRIOLA 3) HARVEY B. GANTT 4) GREGORY J. HAYES 5) VICTORIA F. HAYNES, PHD 6) BERNARD L. KASRIEL 7) CHRISTOPHER J. KEARNEY 8) RAYMOND J. MILCHOVICH 9) JOHN H. WALKER 2. RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS NUCOR'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2014 3. APPROVAL, ON AN ADVISORY BASIS, OF NUCOR'S EXECUTIVE COMPENSATION 4. APPROVAL OF THE NUCOR CORPORATION 2014 OMNIBUS INCENTIVE COMPENSATION PLAN 5. STOCKHOLDER PROPOSAL REGARDING MAJORITY VOTE | For
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NORFOLK SOUTHERN CORPORATION 655844-108
May 08, 2014 | 1A. ELECTION OF DIRECTOR: THOMAS D. BELL, JR. 1B. ELECTION OF DIRECTOR: ERSKINE B. BOWLES 1C. ELECTION OF DIRECTOR: ROBERT A. BRADWAY 1D. ELECTION OF DIRECTOR: WESLEY G. BUSH 1E. ELECTION OF DIRECTOR: DANIEL A. CARP 1F. ELECTION OF DIRECTOR: KAREN N. HORN 1G. ELECTION OF DIRECTOR: STEVEN F. LEER 1H. ELECTION OF DIRECTOR: MICHAEL D. LOCKHART 1I. ELECTION OF DIRECTOR: AMY E. MILES 1J. ELECTION OF DIRECTOR: CHARLES W. MOORMAN 1K. ELECTION OF DIRECTOR: MARTIN H. NESBITT 1L. ELECTION OF DIRECTOR: JAMES A. SQUIRES 1M. ELECTION OF DIRECTOR: JOHN R. THOMPSON 2. THE RATIFICATION OF THE APPOINTMENT OF KPMG LLP, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, AS NORFOLK SOUTHERN'S INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2014. 3. APPROVAL OF EXECUTIVE COMPENSATION AS DISCLOSED IN THE PROXY STATEMENT FOR THE 2014 ANNUAL MEETING OF STOCKHOLDERS. 4. STOCKHOLDER PROPOSAL CONCERNING AN INDEPENDENT CHAIRMAN OF THE BOARD OF DIRECTORS. | For For For For For For For For For For For For For For
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ACTAVIS PLC. G0083B-108
May 09, 2014 | 1A. ELECTION OF DIRECTOR: PAUL M. BISARO 1B. ELECTION OF DIRECTOR: JAMES H. BLOEM 1C. ELECTION OF DIRECTOR: CHRISTOPHER W. BODINE 1D. ELECTION OF DIRECTOR: TAMAR D. HOWSON 1E. ELECTION OF DIRECTOR: JOHN A. KING 1F. ELECTION OF DIRECTOR: CATHERINE M. KLEMA 1G. ELECTION OF DIRECTOR: JIRI MICHAL 1H. ELECTION OF DIRECTOR: SIGURDUR OLI OLAFSSON 1I. ELECTION OF DIRECTOR: PATRICK J. O'SULLIVAN 1J. ELECTION OF DIRECTOR: RONALD R. TAYLOR 1K. ELECTION OF DIRECTOR: ANDREW L. TURNER 1L. ELECTION OF DIRECTOR: FRED G. WEISS 2. TO APPROVE, ON AN ADVISORY BASIS, NAMED EXECUTIVE OFFICER COMPENSATION. 3. TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 4. TO VOTE ON A SHAREHOLDER PROPOSAL REQUESTING THE COMPANY TO ISSUE A SUSTAINABILITY REPORT. | For For For For For For For For For For For For For
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COLGATE-PALMOLIVE COMPANY 194162-103
May 09, 2014 | 1A. ELECTION OF DIRECTOR: NIKESH ARORA 1B. ELECTION OF DIRECTOR: JOHN T. CAHILL 1C. ELECTION OF DIRECTOR: IAN COOK 1D. ELECTION OF DIRECTOR: HELENE D. GAYLE 1E. ELECTION OF DIRECTOR: ELLEN M. HANCOCK 1F. ELECTION OF DIRECTOR: JOSEPH JIMENEZ 1G. ELECTION OF DIRECTOR: RICHARD J. KOGAN 1H. ELECTION OF DIRECTOR: DELANO E. LEWIS 1I. ELECTION OF DIRECTOR: J. PEDRO REINHARD 1J. ELECTION OF DIRECTOR: STEPHEN I. SADOVE 2. RATIFY SELECTION OF PRICEWATERHOUSECOOPERS LLP AS COLGATE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3. ADVISORY VOTE ON EXECUTIVE COMPENSATION. 4. STOCKHOLDER PROPOSAL ON EXECUTIVE STOCK RETENTION REQUIREMENT. | For For For For For For For For For For For
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NATIONAL OILWELL VARCO, INC. 637071-101
May 14, 2014 | 1A. ELECTION OF DIRECTOR: MERRILL A. MILLER, JR. 1B. ELECTION OF DIRECTOR: CLAY C. WILLIAMS 1C. ELECTION OF DIRECTOR: GREG L. ARMSTRONG 1D. ELECTION OF DIRECTOR: ROBERT E. BEAUCHAMP 1E. ELECTION OF DIRECTOR: MARCELA E. DONADIO 1F. ELECTION OF DIRECTOR: BEN A. GUILL 1G. ELECTION OF DIRECTOR: DAVID D. HARRISON 1H. ELECTION OF DIRECTOR: ROGER L. JARVIS 1I. ELECTION OF DIRECTOR: ERIC L. MATTSON 1J. ELECTION OF DIRECTOR: JEFFERY A. SMISEK 2. RATIFICATION OF INDEPENDENT AUDITORS. 3. APPROVE, BY NON-BINDING VOTE, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. | For For For For For For For For For For For For | For For For For For For For For For For For For | Management Management Management Management Management Management Management Management Management Management Management Management |
WELLPOINT, INC. 94973V-107
May 14, 2014 | 1A. ELECTION OF DIRECTOR: R. KERRY CLARK 1B. ELECTION OF DIRECTOR: ROBERT L. DIXON, JR. 1C. ELECTION OF DIRECTOR: LEWIS HAY, III 1D. ELECTION OF DIRECTOR: WILLIAM J. RYAN 2. TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2014. 3. ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 4. IF PROPERLY PRESENTED AT THE MEETING, TO VOTE ON A SHAREHOLDER PROPOSAL TO REQUEST THE BOARD OF DIRECTORS TO AMEND THE BY-LAWS OF WELLPOINT, INC. TO PROHIBIT POLITICAL CONTRIBUTIONS. | For For For For For
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JP MORGAN CHASE & CO. 46625H-100
May 20, 2014 | 1A. ELECTION OF DIRECTOR: LINDA B. BAMMANN 1B. ELECTION OF DIRECTOR: JAMES A. BELL 1C. ELECTION OF DIRECTOR: CRANDALL C. BOWLES 1D. ELECTION OF DIRECTOR: STEPHEN B. BURKE 1E. ELECTION OF DIRECTOR: JAMES S. CROWN 1F. ELECTION OF DIRECTOR: JAMES DIMON 1G. ELECTION OF DIRECTOR: TIMOTHY P. FLYNN 1H. ELECTION OF DIRECTOR: LABAN P. JACKSON, JR. 1I. ELECTION OF DIRECTOR: MICHAEL A. NEAL 1J. ELECTION OF DIRECTOR: LEE R. RAYMOND 1K. ELECTION OF DIRECTOR: WILLIAM C. WELDON 2. ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION 3. RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 4. LOBBYING REPORT - REQUIRE ANNUAL REPORT ON LOBBYING 5. SPECIAL SHAREOWNER MEETINGS - REDUCE THRESHOLD TO 15% RATHER THAN 20% AND REMOVE PROCEDURAL PROVISIONS 6. CUMULATIVE VOTING - REQUIRE CUMULATIVE VOTING FOR DIRECTORS RATHER THAN ONE-SHARE ONE-VOTE | For For For For For For For For For For For For
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PENTAIR LTD. H6169Q-108
May 20, 2014 | 1A. RE-ELECTION OF DIRECTOR: GLYNIS A. BRYAN 1B. RE-ELECTION OF DIRECTOR: JERRY W. BURRIS 1C. RE-ELECTION OF DIRECTOR: CAROL ANTHONY (JOHN) DAVIDSON 1D. RE-ELECTION OF DIRECTOR: T. MICHAEL GLENN 1E. RE-ELECTION OF DIRECTOR: DAVID H.Y. HO 1F. RE-ELECTION OF DIRECTOR: RANDALL J. HOGAN 1G. RE-ELECTION OF DIRECTOR: DAVID A. JONES 1H. RE-ELECTION OF DIRECTOR: RONALD L. MERRIMAN 1I. RE-ELECTION OF DIRECTOR: WILLIAM T. MONAHAN 1J. ELECTION OF DIRECTOR: BILLIE I. WILLIAMSON 2. TO ELECT RANDALL J. HOGAN AS THE CHAIRMAN OF THE BOARD OF DIRECTORS 3A. TO ELECT THE MEMBER OF THE COMPENSATION COMMITTEE: DAVID A. JONES 3B. TO ELECT THE MEMBER OF THE COMPENSATION COMMITTEE: GLYNIS A. BRYAN 3C. TO ELECT THE MEMBER OF THE COMPENSATION COMMITTEE: T. MICHAEL GLENN 3D. TO ELECT THE MEMBER OF THE COMPENSATION COMMITTEE: WILLIAM T. MONAHAN 4. TO ELECT PROXY VOTING SERVICES GMBH AS THE INDEPENDENT PROXY 5. TO APPROVE THE 2013 ANNUAL REPORT OF PENTAIR LTD., THE STATUTORY FINANCIAL STATEMENTS OF PENTAIR LTD. FOR THE YEAR ENDED DECEMBER 31, 2013 AND THE CONSOLIDATED FINANCIAL STATEMENTS OF PENTAIR LTD. FOR THE YEAR ENDED DECEMBER 31, 2013 6. TO DISCHARGE THE BOARD OF DIRECTORS AND EXECUTIVE OFFICERS OF PENTAIR LTD. FROM LIABILITY FOR THE YEAR ENDED DECEMBER 31, 2013 7A. TO RE-ELECT DELOITTE AG AS STATUTORY AUDITORS UNTIL THE NEXT ANNUAL GENERAL MEETING 7B. TO RATIFY APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2014 7C. TO ELECT PRICEWATERHOUSECOOPERS AG AS SPECIAL AUDITORS UNTIL THE NEXT ANNUAL GENERAL MEETING 8A. TO APPROVE THE APPROPRIATION OF RESULTS FOR THE YEAR ENDED DECEMBER 31, 2013 AS PROPOSED BY THE BOARD OF DIRECTORS 8B. TO APPROVE THE CONVERSION AND APPROPRIATION OF RESERVES FROM CAPITAL CONTRIBUTIONS TO DISTRIBUTE AN ORDINARY CASH DIVIDEND AS PROPOSED BY THE BOARD OF DIRECTORS 9. TO APPROVE BY ADVISORY VOTE THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE PROXY STATEMENT 10. TO APPROVE THE RENEWAL OF THE AUTHORIZED CAPITAL OF PENTAIR LTD. | For For For
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PENTAIR LTD. H6169Q-111
May 20, 2014 | 1. TO APPROVE THE MERGER AGREEMENT BY AND BETWEEN PENTAIR LTD. AND PENTAIR PLC. 2. TO APPROVE THE VOTING CAP ELIMINATION PROPOSAL AS DESCRIBED IN THE PROXY STATEMENT. 3. TO APPROVE THE RESERVES PROPOSAL AS DESCRIBED IN THE PROXY STATEMENT. | For
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AMPHENOL CORPORATION 032095-101
May 21, 2014 | 1.1 ELECTION OF DIRECTOR: RONALD P. BADIE 1.2 ELECTION OF DIRECTOR: STANLEY L. CLARK 1.3 ELECTION OF DIRECTOR: DAVID P. FALCK 1.4 ELECTION OF DIRECTOR: EDWARD G. JEPSEN 1.5 ELECTION OF DIRECTOR: ANDREW E. LIETZ 1.6 ELECTION OF DIRECTOR: MARTIN H. LOEFFLER 1.7 ELECTION OF DIRECTOR: JOHN R. LORD 1.8 ELECTION OF DIRECTOR: R. ADAM NORWITT 2. RATIFICATION OF DELOITTE & TOUCHE LLP AS INDEPENDENT ACCOUNTANTS OF THE COMPANY. 3. TO RATIFY AND APPROVE THE 2014 AMPHENOL EXECUTIVE INCENTIVE PLAN. 4. TO RATIFY AND APPROVE THE FIRST AMENDED 2009 STOCK PURCHASE AND OPTION PLAN FOR KEY EMPLOYEES OF AMPHENOL AND SUBSIDIARIES. 5. ADVISORY VOTE TO APPROVE COMPENSATION OF NAMED EXECUTIVE OFFICERS. | For For For For For For For For For
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QUANTA SERVICES, INC. 74762E-102
May 22, 2014 | 1A. ELECTION OF DIRECTOR: JAMES R. BALL 1B. ELECTION OF DIRECTOR: J. MICHAL CONAWAY 1C. ELECTION OF DIRECTOR: VINCENT D. FOSTER 1D. ELECTION OF DIRECTOR: BERNARD FRIED 1E. ELECTION OF DIRECTOR: LOUIS C. GOLM 1F. ELECTION OF DIRECTOR: WORTHING F. JACKMAN 1G. ELECTION OF DIRECTOR: JAMES F. O'NEIL III 1H. ELECTION OF DIRECTOR: BRUCE RANCK 1I. ELECTION OF DIRECTOR: MARGARET B. SHANNON 1J. ELECTION OF DIRECTOR: PAT WOOD, III 2. TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 3. TO APPROVE, BY NON-BINDING ADVISORY VOTE, QUANTA'S EXECUTIVE COMPENSATION | For For For For For For For For For For For
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ACTAVIS PLC G0083B-108
June 17, 2014 | 1 APPROVING THE ISSUANCE OF ORDINARY SHARES PURSUANT TO THE AGREEMENT AND PLAN OF MERGER, DATED FEBRUARY 17, 2014, AMONG ACTAVIS PLC (ACTAVIS), FOREST LABORATORIES, INC. (FOREST), TANGO US HOLDINGS INC., TANGO MERGER SUB 1 LLC AND TANGO MERGER SUB 2 LLC (THE ACTAVIS SHARE ISSUANCE PROPOSAL). 2 APPROVING ANY MOTION TO ADJOURN THE ACTAVIS EXTRAORDINARY GENERAL MEETING (THE ACTAVIS EGM), OR ANY ADJOURNMENTS THEREOF, TO ANOTHER TIME OR PLACE IF NECESSARY OR APPROPRIATE TO, AMONG OTHER THINGS, SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE ACTAVIS EGM TO APPROVE THE ACTAVIS SHARE ISSUANCE PROPOSAL. | For
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SANDISK CORPORATION 80004C-101
June 19, 2014 | 1A. ELECTION OF DIRECTOR: MICHAEL E. MARKS 1B. ELECTION OF DIRECTOR: IRWIN FEDERMAN 1C. ELECTION OF DIRECTOR: STEVEN J. GOMO 1D. ELECTION OF DIRECTOR: EDDY W. HARTENSTEIN 1E. ELECTION OF DIRECTOR: DR. CHENMING HU 1F. ELECTION OF DIRECTOR: CATHERINE P. LEGO 1G. ELECTION OF DIRECTOR: SANJAY MEHROTRA 1H. ELECTION OF DIRECTOR: D. SCOTT MERCER 2. TO APPROVE AN AMENDMENT TO THE SANDISK CORPORATION 2005 EMPLOYEE STOCK PURCHASE PLANS. 3. TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 28, 2014. 4. TO PASS AN ADVISORY RESOLUTION TO APPROVE THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. | For For For For For For For For For
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APPLIED MATERIALS, INC. 038222-105
June 23, 2014 | 1. ADOPTION OF THE BUSINESS COMBINATION AGREEMENT, DATED AS OF SEPTEMBER 24, 2013, AS AMENDED, BY AND AMONG APPLIED MATERIALS, INC., TOKYO ELECTRON LIMITED, AND TEL-APPLIED HOLDINGS B.V. 2. APPROVAL, ON AN ADVISORY BASIS, OF CERTAIN COMPENSATORY ARRANGEMENTS BETWEEN APPLIED MATERIALS AND ITS NAMED EXECUTIVE OFFICERS BASED ON OR OTHERWISE RELATING TO THE BUSINESS COMBINATION. 3. APPROVAL OF ANY PROPOSAL THAT MAY BE MADE BY THE EXECUTIVE CHAIRMAN OF THE BOARD OF DIRECTORS TO ADJOURN THE SPECIAL MEETING (1) TO THE EXTENT NECESSARY TO ENSURE THAT ANY SUPPLEMENT OR AMENDMENT TO THE PROXY STATEMENT THAT IS REQUIRED BY APPLICABLE LEGAL REQUIREMENTS IS TIMELY PROVIDED TO STOCKHOLDERS, (2) IF, AS OF THE TIME FOR WHICH THE SPECIAL MEETING IS ORIGINALLY SCHEDULED, THERE ARE INSUFFICIENT SHARES OF COMMON STOCK REPRESENTED, IN PERSON OR BY PROXY, TO CONSTITUTE A QUORUM, OR (3) TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE THE PROPOSAL TO ADOPT THE BUSINESS COMBINATION AGREEMENT. | For
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Management
Management |
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.
* /s/Daniel A. Morris
*Print the name and title of each signing officer under his or her signature.
