The Registrant did not hold any voting securities and accordingly did not vote any proxies during the reporting period.
| | | | | | | | | | | | |
Mtg Date/Type | | Company/ Ballot Issues | | Security | | Mgmt Rec | | Vote Cast | | Record Date | | Prpnent |
05/09/06 -A | | 3M CO *MMM* | | 88579Y101 | | | | | | 03/10/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | 2 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | 3 Declassify the Board of Directors | | | | For | | For | | | | Mgmt |
| | | |
| | ISS commends management for submitting this proposal, which demonstrates a commitment to shareholders’ interests. | | | | |
| | | | | | |
| | 4 Performance-Based | | | | Against | | For | | | | ShrHoldr |
| | | |
| | In conclusion, the company’s annual and long-term incentive programs do not sufficiently meet the proponent’s requirements. Therefore, ISS supports this shareholder proposal. | | | | |
| | | | | | |
| | 5 Adopt Animal Welfare Policy | | | | Against | | Against | | | | ShrHoldr |
| | | |
| | In this case, ISS notes that 3M’s disclosure on animal welfare appears consistent with policies at other companies in the industry and that the company has contributed to posting a report on compliance with its animal welfare standards on the company website. ISS questions the value of this report to shareholders based on the information that is already available and commitments to further disclosure by the company. Establishing new policies on animal welfare, monitoring the compliance of external animal testing facilities, and reporting this information to shareholders may not provide enough meaningful information to shareholders to offset the cost and burden to the company of complying with this proposal. As such, we do not recommend shareholder support for the resolution. | | | | |
| | | | | | |
| | 6 Implement China Principles | | | | Against | | Against | | | | ShrHoldr |
| | | |
| | Since the company has had no significant controversies or violations regarding its operations in China and has an established workplace code of conduct, we recommend a vote against this item. | | | | |
| | | | | | |
04/19/06 -A | | Burlington Northern Santa Fe Corp. *BNI* | | 12189T104 | | | | | | 02/28/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | 2 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | 3 Amend Omnibus Stock Plan | | | | For | | For | | | | Mgmt |
| | | | | | |
| | | | V. | | | | Vote | | | | |
| | Recommendation The total cost of the company’s plans of 6.49 percent is within the allowable cap for this company of 6.63 percent. Additionally, this plan expressly forbids repricing. | | | | |
| | | | | | |
| | 4 Amend Executive Incentive Bonus Plan | | | | For | | For | | | | Mgmt |
| | | |
| | The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders (for compensation that is intended to be “performance-based”) who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company’s corporate tax obligation. | | | | |
| | | | | | |
| | 5 Require a Majority Vote for the Election of Directors | | | | Against | | For | | | | ShrHoldr |
| | 6 Separate Chairman and CEO Positions | | | | Against | | For | | | | ShrHoldr |
| | | |
| | Absent a designated lead director who performs all of the duties listed above, ISS believes that a company of this size should be able to find two qualified people willing to serve in the separate positions of chairman and CEO. | | | | |
| | | | | | |
06/09/06 -A | | Chesapeake Energy Corp. *CHK* | | 165167107 | | | | | | 04/17/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | 2 Increase Authorized Common Stock | | | | For | | For | | | | Mgmt |
| | | |
| | The requested increase of 250,000,000 shares is below the allowable threshold of 525,000,000 shares. | | | | |
| | | | | | |
| | 3 Amend Omnibus Stock Plan | | | | For | | For | | | | Mgmt |
| | | | | | |
| | | | V. | | | | Vote | | | | |
| | Recommendation The total cost of the company’s plans of 3.73 percent is within the allowable cap for this company of 5.61 percent. Additionally, this plan expressly forbids repricing. | | | | |
| | | | | | |
06/27/06 -A | | Claires Stores, Inc. *CLE* | | 179584107 | | | | | | 05/01/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | 2 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | 3 Adopt MacBride Principles | | | | Against | | Against | | | | ShrHoldr |
| | | |
| | Based on the fact that the existing reporting requirements are substantially similar to the MacBride Principles, the potential difficulties associated with full implementation of the Principles and the lack of any specific controversies regarding the company’s operations in Northern Ireland, we do not believe that the adoption of the MacBride Principles is necessary at this time. | | | | |
| | | | | | |
06/14/06 -A | | Countrywide Financial Corp. *CFC* | | 222372104 | | | | | | 04/17/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | 2 Approve Omnibus Stock Plan | | | | For | | For | | | | Mgmt |
| | | | | | |
| | | | V. | | | | Vote | | | | |
| | Recommendation The total cost of the company’s plans of 7.63 percent is within the allowable cap for this company of 8.30 percent. Additionally, this plan expressly forbids repricing. Moreover, the company commits to maintain the average annual equity burn rate over the three fiscal years 2006-2008 not to exceed 2.46 percent per year, which is equal to industry burn rate cap of 2.46 percent. | | | | |
| | | | | | |
| | 3 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | 4 Approve Report of the Compensation Committee | | | | Against | | For | | | | ShrHoldr |
| | | |
| | ISS’ Analysis In general, executive compensation is one of the top concerns of shareholders. Golden goodbye packages, lucrative sign-on contracts, poor alignment of pay and performance, and stealth compensation arrangements have led to shareholders’ dissatisfaction. Current disclosure requirements, which have been stagnant during the past decade, are out of line with the growing complexities in executive pay packages. The mounting concern is evidenced by the growing number of pay related shareholder proposals and the litigation on executive pay practices. ISS believes that the current system does not allow shareholders to voice its dissatisfaction on executive pay in an appropriate manner. Stock exchange listing standards require shareholders to approve equity-based compensation plans and performance-based compensation under Section 162(m). These programs often are designed to provide the administrator substantial latitude in implementation. Once the plans have been approved, shareholders do not have a voice in providing ongoing input into the application of the plan, and decisions concerning executive pay packages. In the U.K. where shareholders have the right to cast a non-binding advisory vote on a company’s “directors remuneration report”, ISS’ recent analysis shows that unfavorable votes occur to a small percentage of companies and that shareholders exercise their votes judiciously. ISS believes that the advisory vote would allow shareholders to have a voice in executive compensation practices of a company. The advisory vote would be a confidence vote on the work of the compensation committee. ISS encourages companies to allow shareholders to express their opinions of executive compensation practices by establishing an annual referendum process. ISS believes that such a process will provide companies with useful information concerning shareholders’ view on compensation practices and executive pay packages. | | | | |
| | | | | | |
05/02/06 -A | | EOG Resources, Inc. *EOG* | | 26875P101 | | | | | | 03/06/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | 1.1 Elect Director George A. Alcorn — For | | | | | | | | | | |
| | | |
| | We recommend a vote FOR the directors with the exception of independent outsider William D. Stevens. We recommend that shareholders WITHHOLD votes from William D. Stevens for poor attendance. | | | | |
| | | | | | |
| | 1.2 Elect Director Charles R. Crisp — For | | | | | | | | | | |
| | 1.3 Elect Director Mark G. Papa — For | | | | | | | | | | |
| | 1.4 Elect Director Edmund P. Segner, III — For | | | | | | | | | | |
| | 1.5 Elect Director William D. Stevens — For | | | | | | | | | | |
| | 1.6 Elect Director H. Leighton Steward — For | | | | | | | | | | |
| | 1.7 Elect Director Donald F. Textor — For | | | | | | | | | | |
| | 1.8 Elect Director Frank G. Wisner — For | | | | | | | | | | |
| | 2 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | | | | | |
04/21/06 -A | | Freescale Semiconductor, Inc. *FSL* | | 35687M206 | | | | | | 02/21/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | 2 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | | | | | |
05/11/06 -A | | HCC Insurance Holdings, Inc. *HCC* | | 404132102 | | | | | | 04/03/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | | | | | |
05/25/06 -A | | King Pharmaceuticals Inc. *KG* | | 495582108 | | | | | | 03/31/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | 2 Increase Authorized Common Stock | | | | For | | For | | | | Mgmt |
| | | |
| | The requested increase of 300,000,000 shares is below the allowable threshold of 405,000,000 shares. | | | | |
| | | | | | |
| | 3 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | 4 Declassify the Board of Directors | | | | Against | | For | | | | ShrHoldr |
| | | | | | |
04/05/06 -A | | Lehman Brothers Holdings Inc. *LEH* | | 524908100 | | | | | | 02/10/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | 2 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | 3 Increase Authorized Common Stock | | | | For | | For | | | | Mgmt |
| | | |
| | The requested increase of 600,000,000 shares is below the allowable threshold of 750,000,000 shares. | | | | |
| | | | | | |
| | 4 Declassify the Board of Directors | | | | For | | For | | | | Mgmt |
| | | |
| | ISS commends management for submitting this proposal, which demonstrates a commitment to shareholders’ interests. | | | | |
| | | | | | |
06/22/06 -A | | Liberty Global Inc. *LBTYA* | | 530555101 | | | | | | 04/26/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | 2 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | | | | | |
05/09/06 -A | | Newell Rubbermaid Inc. *NWL* | | 651229106 | | | | | | 03/15/06 | | |
| | 1 Elect Directors | | | | For | | Split | | | | Mgmt |
| | 1.1 Elect Director Thomas E. Clarke — Withhold | | | | | | | | | | |
| | | |
| | We recommend a vote FOR Steven J. Strobel, but WITHHOLD votes from all the other nominees. We recommend that shareholders WITHHOLD votes from independent outsiders Elizabeth Cuthbert Millett and Dr. Thomas E. Clarke for failure to implement the board declassification proposal. | | | | |
| | | | | | |
| | 1.2 Elect Director Elizabeth Cuthbert Millett — Withhold | | | | | | | | | | |
| | 1.3 Elect Director Steven J. Strobel — For | | | | | | | | | | |
| | 2 Amend Omnibus Stock Plan | | | | For | | For | | | | Mgmt |
| | | | | | |
| | | | V. | | | | Vote | | | | |
| | Recommendation The total cost of the company’s plans of 7.80 percent is within the allowable cap for this company of 9.08 percent. Additionally, this plan forbids repricing. | | | | |
| | | | | | |
| | 3 Approve Qualified Employee Stock Purchase Plan | | | | For | | For | | | | Mgmt |
| | | |
| | ISS approves of this plan because it complies with Section 423 of the Internal Revenue Code, the number of shares being reserved is relatively conservative, the offering period is reasonable, and there are limits on participation. | | | | |
| | | | | | |
| | 4 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | 5 Submit Shareholder Rights Plan (Poison Pill) to Shareholder Vote | | | | Against | | For | | | | ShrHoldr |
| | | |
| | In this case, the company’s rights plan was not approved by shareholders nor does it embody the above features that ISS recommends. We therefore agree with the proponent that the current pill should be put to a shareholder vote or redeemed and that any new pill be put to a shareholder vote. | | | | |
| | | | | | |
| | 6 Declassify the Board of Directors | | | | Against | | For | | | | ShrHoldr |
| | | |
| | The ability to elect directors is the single most important use of the shareholder franchise, and all directors should be accountable on an annual basis. A classified board can entrench management and effectively preclude most takeover bids or proxy contests. Board classification forces dissidents and would-be acquirers to negotiate with the incumbent board, which has the authority to decide on offers without a shareholder vote. | | | | |
| | | | | | |
05/03/06 -A | | Plum Creek Timber Company, Inc. *PCL* | | 729251108 | | | | | | 03/10/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | 2 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | 3 Require a Majority Vote for the Election of Directors | | | | Against | | For | | | | ShrHoldr |
| | | |
| | ISS advocates that the director election system give full effect to the shareholder franchise. We feel that the company’s current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. However, in a case where a company has in place certain unfavorable governance provisions, as indicated above, we do not believe the resignation policy is a sufficient alternative to the proposed majority voting standard. The company’s current resignation policy in the context of the plurality voting standard would allow director nominees to be elected despite minimal shareholder support. Further, with regard to management’s concern that the proposal does not consider potential board vacancies, ISS notes that the precatory proposal allows the board the flexibility to determine whether a plurality vote standard may be appropriate in certain circumstances. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. | | | | |
| | | | | | |
05/18/06 -A | | Rayonier Inc. *RYN* | | 754907103 | | | | | | 03/20/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | | | | | |
05/11/06 -A | | Republic Services, Inc. *RSG* | | 760759100 | | | | | | 03/22/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | 1.1 Elect Director James E. O’Connor — For | | | | | | | | | | |
| | We recommend a vote FOR the directors. | | | | |
| | 1.2 Elect Director Harris W. Hudson — For | | | | | | | | | | |
| | We recommend a vote FOR the directors. | | | | |
| | 1.3 Elect Director John W. Croghan — For | | | | | | | | | | |
| | 1.4 Elect Director W. Lee Nutter — For | | | | | | | | | | |
| | 1.5 Elect Director Ramon A. Rodriguez — For | | | | | | | | | | |
| | 1.6 Elect Director Allan C. Sorensen — For | | | | | | | | | | |
| | 1.7 Elect Director Michael W. Wickham — For | | | | | | | | | | |
| | 2 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | | | | | |
05/23/06 -A | | Sierra Health Services, Inc. *SIE* | | 826322109 | | | | | | 03/27/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | 2 Amend Non-Employee Director Omnibus Stock Plan | | | | For | | For | | | | Mgmt |
| | | | | | |
| | | | V. | | | | Vote | | | | |
| | Recommendation The total cost of the company’s plans of 9.61 percent is within the allowable cap for this company of 12.09 percent. Additionally, this plan expressly forbids repricing. | | | | |
| | | | | | |
| | 3 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | | | | | |
05/04/06 -A | | Sunoco, Inc. *SUN* | | 86764P109 | | | | | | 02/09/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | 2 Approve Executive Incentive Bonus Plan | | | | For | | For | | | | Mgmt |
| | | |
| | The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company’s corporate tax obligation. | | | | |
| | | | | | |
| | 3 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | | | | | |
04/20/06 -A | | The Black & Decker Corp. *BDK* | | 091797100 | | | | | | 02/21/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | 1.1 Elect Director N.D. Archibald — For | | | | | | | | | | |
| | We recommend a vote FOR the directors. | | | | |
| | 1.2 Elect Director N.R. Augustine — For | | | | | | | | | | |
| | 1.3 Elect Director B.L. Bowles — For | | | | | | | | | | |
| | 1.4 Elect Director G.W. Buckley — For | | | | | | | | | | |
| | 1.5 Elect Director M.A. Burns — For | | | | | | | | | | |
| | 1.6 Elect Director K.B. Clark — For | | | | | | | | | | |
| | 1.7 Elect Director M.A. Fernandez — For | | | | | | | | | | |
| | 1.8 Elect Director B.H. Griswold, Iv — For | | | | | | | | | | |
| | 1.9 Elect Director A. Luiso — For | | | | | | | | | | |
| | 1.10 Elect Director R.L. Ryan — For | | | | | | | | | | |
| | 1.11 Elect Director M.H. Willes — For | | | | | | | | | | |
| | 2 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | 3 Performance-Based and/or Time-Based Equity Awards | | | | Against | | For | | | | ShrHoldr |
| | | |
| | In conclusion, the company’s annual and long-term incentive programs do not sufficiently meet the proponent’s requirements. Therefore, ISS supports this shareholder proposal. | | | | |
| | | | | | |
05/19/06 -A | | Time Warner Inc *TWX* | | 887317105 | | | | | | 03/24/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | 2 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | 3 Approve Omnibus Stock Plan | | | | For | | For | | | | Mgmt |
| | | | | | |
| | | | V. | | | | Vote | | | | |
| | Recommendation The total cost of the company’s plans of 4.15 percent is within the allowable cap for this company of 5.09 percent. Additionally, this plan expressly forbids repricing. | | | | |
| | | | | | |
| | 4 Adopt Simple Majority Vote Requirement | | | | Against | | For | | | | ShrHoldr |
| | | |
| | While we commend the company for committing to eliminate the current supermajority voting standard for amending the company’s bylaws at next year’s annual meeting, we would prefer that all supermajority voting requirements be eliminated. ISS supports any reduction of a company’s voting requirements, even if the change is simply a lower supermajority. As such, we support this proposal. | | | | |
| | | | | | |
| | 5 Separate Chairman and CEO Positions | | | | Against | | Against | | | | ShrHoldr |
| | | |
| | We believe that the company’s governance structure provides a satisfactory balance to a unified chairman and CEO position. | | | | |
| | | | | | |
| | 6 Develop a Code Vendor of Conduct | | | | Against | | For | | | | ShrHoldr |
| | | |
| | In this case, Time Warner does not appear to have established a code of conduct that specifically references certain issues related to workplace human rights, either within the company, or at its vendors and suppliers. We also note that many multinational companies have established such codes or standards and have posted them on their websites. While ISS recognizes that the adoption of an outside, independent monitoring program could be costly or inappropriate for some companies, we do believe that formal workplace labor rights policies can help companies avoid high-profile public issues, thus managing reputation risk and mitigating the potential for exposure to costly fines or litigation. Although the company has not been involved in any recent, significant human rights controversies, ISS believes that the adoption of a code of conduct that substantially addresses workplace human rights topics at its vendor and supplier operations could be beneficial for the company. Therefore, we recommend a vote FOR this resolution. | | | | |
| | | | | | |
05/19/06 -A | | TXU Corp. *TXU* | | 873168108 | | | | | | 03/21/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | 2 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | 3 Establish Range For Board Size | | | | For | | For | | | | Mgmt |
| | | |
| | ISS believes that the proposed change is relatively minor and that it is not motivated by a desire to entrench management. | | | | |
| | | | | | |
| | 4 Amend Articles/Bylaws/Charter-Non-Routine | | | | For | | For | | | | Mgmt |
| | | |
| | ISS notes that, if shareholders do not approve this proposal, the TBOC will apply to the company on January 1, 2010. We do not feel that early adoption of the Certificate of Formation would have a negative impact on shareholders, as most changes are administrative in nature. We have no objection to this proposal. | | | | |
| | | | | | |
| | 5 Require a Majority Vote for the Election of Directors | | | | Against | | For | | | | ShrHoldr |
| | | |
| | ISS advocates that the director election system give full effect to the shareholder franchise. ISS views director election reform as a multi-year, multi-step process. ISS’ approach to the issue will likely evolve over time as the marketplace advances the debate. We feel that the company’s current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. However, we do not believe that this resignation policy is a sufficient alternative to the proposed majority voting standard. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. | | | | |
| | | | | | |
05/16/06 -A | | W. R. Berkley Corp. *BER* | | 084423102 | | | | | | 03/20/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | 1.1 Elect Director William R. Berkley — For | | | | | | | | | | |
| | | |
| | We recommend a vote FOR the directors. | | | | |
| | 1.2 Elect Director George G. Daly — For | | | | | | | | | | |
| | 1.3 Elect Director Philip J. Ablove — For | | | | | | | | | | |
| | 1.4 Elect Director Mary C. Farrell — For | | | | | | | | | | |
| | 2 Approve Executive Incentive Bonus Plan | | | | For | | For | | | | Mgmt |
| | | |
| | The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company’s corporate tax obligation. | | | | |
| | | | | | |
| | 3 Increase Authorized Common Stock | | | | For | | For | | | | Mgmt |
| | | |
| | The requested increase of 200,000,000 shares is below the allowable threshold of 360,000,000 shares. | | | | |
| | | | | | |
| | 4 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | | | | | |
05/01/06 -A | | Zions Bancorporation *ZION* | | 989701107 | | | | | | 03/01/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | 2 Approve Executive Incentive Bonus Plan | | | | For | | For | | | | Mgmt |
| | | |
| | The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company’s corporate tax obligation. | | | | |
| | | | | | |
| | 3 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | 4 Other Business | | | | For | | Against | | | | Mgmt |
| | | |
| | As we cannot know the content of these issues, we do not recommend that shareholders approve this request. | | | | |
| | | | | | | | | | | | |
Mtg Date/Type | | Company/ Ballot Issues | | Security | | Mgmt Rec | | Vote Cast | | Record Date | | Prpnent |
05/05/06 -A | | Advanced Micro Devices, Inc. *AMD* | | 007903107 | | | | | | 03/06/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | 2 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | 3 Amend Omnibus Stock Plan | | | | For | | For | | | | Mgmt |
| | | | | | |
| | | | V. | | | | Vote | | | | |
| | Recommendation The total cost of the company’s plans of 11.56 percent is within the allowable cap for this company of 12.42 percent. Additionally, this plan expressly forbids repricing. | | | | |
| | | | | | |
| | 4 Amend Qualified Employee Stock Purchase Plan | | | | For | | For | | | | Mgmt |
| | | |
| | ISS approves of this item because the plan complies with Section 423 of the Internal Revenue Code, the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation. | | | | |
| | | | | | |
| | 5 Approve Executive Incentive Bonus Plan | | | | For | | For | | | | Mgmt |
| | | |
| | The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company’s corporate tax obligation. | | | | |
| | | | | | |
04/27/06 -A | | Apple Computer, Inc. *AAPL* | | 037833100 | | | | | | 02/28/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | 2 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | 3 Report on Computer Recycling Policy | | | | Against | | Against | | | | ShrHoldr |
| | | |
| | ISS agrees with the proponent that the company should continuously evaluate its recycling programs, including publicly stated recovery goals, to ensure that its policies do not appear to lag behind industry standards. That said, we note that the company does provide information on its company website and in its public filings discussing the company’s environmental policies. This disclosure provides general information on Apple’s environmental policy, some detail on the company’s take-back programs, and information related to materials and recycling in specific markets. While this disclosure does not address each issue recommended by the proponent’s resolution, it does provide shareholders with substantial insight into the company’s environmental and recycling policies. Additionally, the company has not been the subject of recent fines or litigation related to this issue suggesting that the company has systematic problems with its environmental management systems. Therefore, we do not believe shareholder support for the resolution is warranted at this time. | | | | |
| | | | | | |
06/08/06 -A | | Autodesk, Inc. *ADSK* | | 052769106 | | | | | | 04/17/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | 2 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | | | | | |
04/19/06 -A | | Burlington Northern Santa Fe Corp. *BNI* | | 12189T104 | | | | | | 02/28/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | 2 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | 3 Amend Omnibus Stock Plan | | | | For | | For | | | | Mgmt |
| | | | | | |
| | | | V. | | | | Vote | | | | |
| | Recommendation The total cost of the company’s plans of 6.49 percent is within the allowable cap for this company of 6.63 percent. Additionally, this plan expressly forbids repricing. | | | | |
| | | | | | |
| | 4 Amend Executive Incentive Bonus Plan | | | | For | | For | | | | Mgmt |
| | | |
| | The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders (for compensation that is intended to be “performance-based”) who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company’s corporate tax obligation. | | | | |
| | | | | | |
| | 5 Require a Majority Vote for the Election of Directors | | | | Against | | For | | | | ShrHoldr |
| | 6 Separate Chairman and CEO Positions | | | | Against | | For | | | | ShrHoldr |
| | | |
| | Absent a designated lead director who performs all of the duties listed above, ISS believes that a company of this size should be able to find two qualified people willing to serve in the separate positions of chairman and CEO. | | | | |
| | | | | | |
06/09/06 -A | | Chesapeake Energy Corp. *CHK* | | 165167107 | | | | | | 04/17/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | 2 Increase Authorized Common Stock | | | | For | | For | | | | Mgmt |
| | | |
| | The requested increase of 250,000,000 shares is below the allowable threshold of 525,000,000 shares. | | | | |
| | | | | | |
| | 3 Amend Omnibus Stock Plan | | | | For | | For | | | | Mgmt |
| | | | | | |
| | | | V. | | | | Vote | | | | |
| | Recommendation The total cost of the company’s plans of 3.73 percent is within the allowable cap for this company of 5.61 percent. Additionally, this plan expressly forbids repricing. | | | | |
| | | | | | |
05/01/06 -A | | Choice Hotels International, Inc. *CHH* | | 169905106 | | | | | | 03/17/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | 2 Approve Omnibus Stock Plan | | | | For | | For | | | | Mgmt |
| | | | | | |
| | | | V. | | | | Vote | | | | |
| | Recommendation The total cost of the company’s plans of 7.21 percent is within the allowable cap for this company of 12.37 percent. Additionally, this plan expressly forbids repricing. | | | | |
| | | | | | |
| | 3 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | | | | | |
06/23/06 -A | | Corporate Executive Board Co. (The) *EXBD* | | 21988R102 | | | | | | 05/03/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | 2 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | | | | | |
05/24/06 -A | | Dade Behring Holdings, Inc. *DADE* | | 23342J206 | | | | | | 03/27/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | | | | | |
06/14/06 -A | | Dollar Tree Stores, Inc. *DLTR* | | 256747106 | | | | | | 04/21/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | | | | | |
04/26/06 -A | | Energen Corp. *EGN* | | 29265N108 | | | | | | 03/03/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | | | | | |
04/21/06 -A | | Freescale Semiconductor, Inc. *FSL* | | 35687M206 | | | | | | 02/21/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | 2 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | | | | | |
04/25/06 -A | | Harsco Corp. *HSC* | | 415864107 | | | | | | 03/03/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | 2 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | | | | | |
05/11/06 -A | | Health Care Property Investors, Inc. *HCP* | | 421915109 | | | | | | 03/23/06 | | |
| | 1 Elect Directors | | | | For | | Split | | | | Mgmt |
| | 1.1 Elect Director Mary A Cirillo-Goldberg — For | | | | | | | | | | |
| | | |
| | We recommend a vote FOR the directors with the exception of affiliated outsider Michael D. McKee. We recommend that shareholders WITHHOLD votes from Michael D. McKee for standing as an affiliated outsider on the Compensation Committee. | | | | |
| | | | | | |
| | 1.2 Elect Director Robert R. Fanning, Jr. — For | | | | | | | | | | |
| | 1.3 Elect Director James F. Flaherty III — For | | | | | | | | | | |
| | 1.4 Elect Director David B. Henry — For | | | | | | | | | | |
| | 1.5 Elect Director Michael D. Mckee — Withhold | | | | | | | | | | |
| | 1.6 Elect Director Harold M. Messmer, Jr. — For | | | | | | | | | | |
| | 1.7 Elect Director Peter L. Rhein — For | | | | | | | | | | |
| | 1.8 Elect Director Kenneth B. Roath — For | | | | | | | | | | |
| | 1.9 Elect Director Richard M. Rosenberg — For | | | | | | | | | | |
| | 1.10 Elect Director Joseph P. Sullivan — For | | | | | | | | | | |
| | 2 Approve Omnibus Stock Plan | | | | For | | For | | | | Mgmt |
| | | | | | |
| | | | V. | | | | Vote | | | | |
| | Recommendation The total cost of the company’s plans of 3.85 percent is within the allowable cap for this company of 5.00 percent. Additionally, this plan expressly forbids repricing. | | | | |
| | | | | | |
| | 3 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | 4 Other Business | | | | For | | Against | | | | Mgmt |
| | | |
| | As we cannot know the content of these issues, we do not recommend that shareholders approve this request. | | | | |
| | | | | | |
05/25/06 -A | | King Pharmaceuticals Inc. *KG* | | 495582108 | | | | | | 03/31/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | 2 Increase Authorized Common Stock | | | | For | | For | | | | Mgmt |
| | | |
| | The requested increase of 300,000,000 shares is below the allowable threshold of 405,000,000 shares. | | | | |
| | | | | | |
| | 3 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | 4 Declassify the Board of Directors | | | | Against | | For | | | | ShrHoldr |
| | | | | | |
06/22/06 -A | | Liberty Global Inc. *LBTYA* | | 530555101 | | | | | | 04/26/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | 2 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | | | | | |
04/26/06 -A | | Millipore Corp. *MIL* | | 601073109 | | | | | | 03/03/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | 2 Amend Omnibus Stock Plan | | | | For | | For | | | | Mgmt |
| | | | | | |
| | | | V. | | | | Vote | | | | |
| | Recommendation The total cost of the company’s plans of 7.50 percent is within the allowable cap for this company of 10.84 percent. Additionally, this plan expressly forbids repricing. | | | | |
| | | | | | |
04/25/06 -A | | Moody’s Corporation *MCO* | | 615369105 | | | | | | 03/01/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | 2 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | 3 Declassify the Board of Directors | | | | Against | | For | | | | ShrHoldr |
| | | |
| | The ability to elect directors is the single most important use of the shareholder franchise, and all directors should be accountable on an annual basis. A classified board can entrench management and effectively preclude most takeover bids or proxy contests. Board classification forces dissidents and would-be acquirers to negotiate with the incumbent board, which has the authority to decide on offers without a shareholder vote. | | | | |
| | | | | | |
05/09/06 -A | | Newell Rubbermaid Inc. *NWL* | | 651229106 | | | | | | 03/15/06 | | |
| | 1 Elect Directors | | | | For | | Split | | | | Mgmt |
| | 1.1 Elect Director Thomas E. Clarke — Withhold | | | | | | | | | | |
| | | |
| | We recommend a vote FOR Steven J. Strobel, but WITHHOLD votes from all the other nominees. We recommend that shareholders WITHHOLD votes from independent outsiders Elizabeth Cuthbert Millett and Dr. Thomas E. Clarke for failure to implement the board declassification proposal. | | | | |
| | | | | | |
| | 1.2 Elect Director Elizabeth Cuthbert Millett — Withhold | | | | | | | | | | |
| | 1.3 Elect Director Steven J. Strobel — For | | | | | | | | | | |
| | 2 Amend Omnibus Stock Plan | | | | For | | For | | | | Mgmt |
| | | | | | |
| | | | V. | | | | Vote | | | | |
| | Recommendation The total cost of the company’s plans of 7.80 percent is within the allowable cap for this company of 9.08 percent. Additionally, this plan forbids repricing. | | | | |
| | | | | | |
| | 3 Approve Qualified Employee Stock Purchase Plan | | | | For | | For | | | | Mgmt |
| | | |
| | ISS approves of this plan because it complies with Section 423 of the Internal Revenue Code, the number of shares being reserved is relatively conservative, the offering period is reasonable, and there are limits on participation. | | | | |
| | | | | | |
| | 4 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | 5 Submit Shareholder Rights Plan (Poison Pill) to Shareholder Vote | | | | Against | | For | | | | ShrHoldr |
| | | |
| | In this case, the company’s rights plan was not approved by shareholders nor does it embody the above features that ISS recommends. We therefore agree with the proponent that the current pill should be put to a shareholder vote or redeemed and that any new pill be put to a shareholder vote. | | | | |
| | | | | | |
| | 6 Declassify the Board of Directors | | | | Against | | For | | | | ShrHoldr |
| | | |
| | The ability to elect directors is the single most important use of the shareholder franchise, and all directors should be accountable on an annual basis. A classified board can entrench management and effectively preclude most takeover bids or proxy contests. Board classification forces dissidents and would-be acquirers to negotiate with the incumbent board, which has the authority to decide on offers without a shareholder vote. | | | | |
| | | | | | |
05/26/06 -A | | Phelps Dodge Corp. *PD* | | 717265102 | | | | | | 04/06/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | 2 Approve Non-Employee Director Stock Option Plan | | | | For | | For | | | | Mgmt |
| | | | | | |
| | | | IV. | | | | Vote | | | | |
| | RecommendationBased on ISS analysis, the total cost of the company’s plans is 4.25 percent, which is within the allowable cap for this company of 12.64 percent. | | | | |
| | | | | | |
| | 3 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | | | | | |
05/25/06 -A | | R. R. Donnelley & Sons Co. *RRD* | | 257867101 | | | | | | 04/01/06 | | |
| | 1 Elect Directors | | | | For | | Split | | | | Mgmt |
| | 1.1 Elect Director Thomas S. Johnson — For | | | | | | | | | | |
| | | |
| | We recommend a vote FOR the directors with the exception of independent outsider Norman H. Wesley. We recommend that shareholders WITHHOLD votes from Norman H. Wesley for sitting on more than three boards. | | | | |
| | | | | | |
| | 1.2 Elect Director John C. Pope — For | | | | | | | | | | |
| | 1.3 Elect Director Lionel H. Schipper, C.M. — For | | | | | | | | | | |
| | 1.4 Elect Director Norman H. Wesley — Withhold | | | | | | | | | | |
| | 2 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | 3 Declassify the Board of Directors | | | | Against | | For | | | | ShrHoldr |
| | | | | | |
05/18/06 -A | | Rayonier Inc. *RYN* | | 754907103 | | | | | | 03/20/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | | | | | |
05/11/06 -A | | Republic Services, Inc. *RSG* | | 760759100 | | | | | | 03/22/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | 1.1 Elect Director James E. O’Connor — For | | | | | | | | | | |
| | | |
| | We recommend a vote FOR the directors. | | | | |
| | | | | | |
| | 1.2 Elect Director Harris W. Hudson — For | | | | | | | | | | |
| | | |
| | We recommend a vote FOR the directors. | | | | |
| | | | | | |
| | 1.3 Elect Director John W. Croghan — For | | | | | | | | | | |
| | 1.4 Elect Director W. Lee Nutter — For | | | | | | | | | | |
| | 1.5 Elect Director Ramon A. Rodriguez — For | | | | | | | | | | |
| | 1.6 Elect Director Allan C. Sorensen — For | | | | | | | | | | |
| | 1.7 Elect Director Michael W. Wickham — For | | | | | | | | | | |
| | 2 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | | | | | |
05/23/06 -A | | Sierra Health Services, Inc. *SIE* | | 826322109 | | | | | | 03/27/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | 2 Amend Non-Employee Director Omnibus Stock Plan | | | | For | | For | | | | Mgmt |
| | | | | | |
| | | | V. | | | | Vote | | | | |
| | Recommendation The total cost of the company’s plans of 9.61 percent is within the allowable cap for this company of 12.09 percent. Additionally, this plan expressly forbids repricing. | | | | |
| | | | | | |
| | 3 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | | | | | |
05/17/06 -A | | SL Green Realty Corp. *SLG* | | 78440X101 | | | | | | 03/15/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | 2 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | | | | | |
04/19/06 -A | | Sonoco Products Co. *SON* | | 835495102 | | | | | | 02/17/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | | | | | |
05/17/06 -A | | Southwest Airlines Co. *LUV* | | 844741108 | | | | | | 03/22/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | 2 Amend Qualified Employee Stock Purchase Plan | | | | For | | For | | | | Mgmt |
| | | |
| | ISS approves of this item because the plan complies with Section 423 of the Internal Revenue Code, the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation. | | | | |
| | | | | | |
| | 3 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | 4 Adopt Simple Majority Vote | | | | Against | | For | | | | ShrHoldr |
| | | |
| | ISS Analysis and Conclusion ISS acknowledges that adoption of this proposal may not eliminate the supermajority provisions. We also acknowledge that an affirmative vote of at least 80 percent of the outstanding shares would be required to eliminate the supermajority vote. However, based on principle, ISS maintains that a simple majority of voting shares should be sufficient to effect changes in a company’s corporate governance. Requiring more than a simple majority may permit management to entrench itself by blocking amendments that are in shareholders’ best interests. ISS supports any reduction of a company’s voting requirements, even if the change is simply a lower supermajority. As such, we support this proposal. | | | | |
| | | | | | |
05/24/06 -A | | Station Casinos, Inc. *STN* | | 857689103 | | | | | | 04/13/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | 2 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | 3 Submit Shareholder Rights Plan (Poison Pill) to Shareholder Vote | | | | Against | | Against | | | | ShrHoldr |
| | | |
| | In this case, the company’s rights plan was not approved by shareholders nor does it embody the above features that ISS recommends. We therefore agree with the proponent that the current pill should be put to a shareholder vote or redeemed and that any new pill be put to a shareholder vote or expire within 12 months of adoption. | | | | |
| | | | | | |
05/04/06 -A | | Sunoco, Inc. *SUN* | | 86764P109 | | | | | | 02/09/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | 2 Approve Executive Incentive Bonus Plan | | | | For | | For | | | | Mgmt |
| | | |
| | The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company’s corporate tax obligation. | | | | |
| | | | | | |
| | 3 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | | | | | |
04/20/06 -A | | The Black & Decker Corp. *BDK* | | 091797100 | | | | | | 02/21/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | 1.1 Elect Director N.D. Archibald — For | | | | | | | | | | |
| | We recommend a vote FOR the directors. | | | | |
| | 1.2 Elect Director N.R. Augustine — For | | | | | | | | | | |
| | 1.3 Elect Director B.L. Bowles — For | | | | | | | | | | |
| | 1.4 Elect Director G.W. Buckley — For | | | | | | | | | | |
| | 1.5 Elect Director M.A. Burns — For | | | | | | | | | | |
| | 1.6 Elect Director K.B. Clark — For | | | | | | | | | | |
| | 1.7 Elect Director M.A. Fernandez — For | | | | | | | | | | |
| | 1.8 Elect Director B.H. Griswold, Iv — For | | | | | | | | | | |
| | 1.9 Elect Director A. Luiso — For | | | | | | | | | | |
| | 1.10 Elect Director R.L. Ryan — For | | | | | | | | | | |
| | 1.11 Elect Director M.H. Willes — For | | | | | | | | | | |
| | 2 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | 3 Performance-Based and/or Time-Based Equity Awards | | | | Against | | For | | | | ShrHoldr |
| | | |
| | In conclusion, the company’s annual and long-term incentive programs do not sufficiently meet the proponent’s requirements. Therefore, ISS supports this shareholder proposal. | | | | |
| | | | | | |
04/19/06 -A | | The Colonial BancGroup, Inc. *CNB* | | 195493309 | | | | | | 02/21/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | 2 Amend Articles/Bylaws/Charter-Non-Routine | | | | For | | For | | | | Mgmt |
| | | |
| | The proposed changes are mainly administrative in nature and will have no material impact on shareholders. Allowing the board to have a Chairman who is not also the CEO of the company will allow the board more flexibility in determining future independent chairman candidates. | | | | |
| | | | | | |
| | 3 Approve Omnibus Stock Plan | | | | For | | For | | | | Mgmt |
| | | |
| | Approval of this item would allow the company to preserve the tax deductibility of performance-based compensation under Section 162(m). ISS recommends a vote FOR this proposal. | | | | |
| | | | | | |
05/19/06 -A | | TXU Corp. *TXU* | | 873168108 | | | | | | 03/21/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | 2 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | 3 Establish Range For Board Size | | | | For | | For | | | | Mgmt |
| | | |
| | ISS believes that the proposed change is relatively minor and that it is not motivated by a desire to entrench management. | | | | |
| | | | | | |
| | 4 Amend Articles/Bylaws/Charter-Non-Routine | | | | For | | For | | | | Mgmt |
| | | |
| | ISS notes that, if shareholders do not approve this proposal, the TBOC will apply to the company on January 1, 2010. We do not feel that early adoption of the Certificate of Formation would have a negative impact on shareholders, as most changes are administrative in nature. We have no objection to this proposal. | | | | |
| | | | | | |
| | 5 Require a Majority Vote for the Election of Directors | | | | Against | | For | | | | ShrHoldr |
| | | |
| | ISS advocates that the director election system give full effect to the shareholder franchise. ISS views director election reform as a multi-year, multi-step process. ISS’ approach to the issue will likely evolve over time as the marketplace advances the debate. We feel that the company’s current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. However, we do not believe that this resignation policy is a sufficient alternative to the proposed majority voting standard. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. | | | | |
| | | | | | |
04/27/06 -A | | Valero Energy Corp. *VLO* | | 91913Y100 | | | | | | 03/01/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | 2 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | | | | | |
05/16/06 -A | | W. R. Berkley Corp. *BER* | | 084423102 | | | | | | 03/20/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | 1.1 Elect Director William R. Berkley — For | | | | | | | | | | |
| | We recommend a vote FOR the directors. | | | | |
| | 1.2 Elect Director George G. Daly — For | | | | | | | | | | |
| | 1.3 Elect Director Philip J. Ablove — For | | | | | | | | | | |
| | 1.4 Elect Director Mary C. Farrell — For | | | | | | | | | | |
| | 2 Approve Executive Incentive Bonus Plan | | | | For | | For | | | | Mgmt |
| | | |
| | The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company’s corporate tax obligation. | | | | |
| | | | | | |
| | 3 Increase Authorized Common Stock | | | | For | | For | | | | Mgmt |
| | | |
| | The requested increase of 200,000,000 shares is below the allowable threshold of 360,000,000 shares. | | | | |
| | | | | | |
| | 4 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | | | | | | | | | | | |
Mtg Date/Type | | Company/ Ballot Issues | | Security | | Mgmt Rec | | Vote Cast | | Record Date | | Prpnent |
04/28/06 -A | | AT&T Inc *T* | | 00206R102 | | | | | | 03/01/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | 2 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | 3 Approve Omnibus Stock Plan | | | | For | | For | | | | Mgmt |
| | | | | | |
| | | | V. | | | | Vote | | | | |
| | Recommendation The total cost of the company’s plans of 2.84 percent is within the allowable cap for this company of 5.00 percent. | | | | |
| | | | | | |
| | 4 Amend Articles/Bylaws/Charter-Non-Routine | | | | For | | For | | | | Mgmt |
| | | |
| | ISS supports any reduction of a company’s voting requirements. We believe that the proposed amendment is in shareholders’ best interest as it represents an improvement in the company’s corporate governance structure. | | | | |
| | | | | | |
| | 5 Report on Political Contributions | | | | Against | | Against | | | | ShrHoldr |
| | | |
| | In the case of AT&T, ISS notes that the company does not appear to publish a policy on political contributions that clearly defines business objectives for its contributions, the process for evaluating and overseeing such contributions, or the management of AT&T’s political action committees. ISS believes that some aspects of this resolution may be overly restrictive or burdensome; however, we also agree with the proponents that shareholders should have access to information that allows them to evaluate the general rationale and criteria behind the company’s political contributions, as well as the level of oversight and accountability in place to ensure compliance with company policy and applicable legislation. As such, we recommend that shareholders vote FOR this resolution. | | | | |
| | | | | | |
| | 6 Separate Chairman and CEO Positions | | | | Against | | For | | | | ShrHoldr |
| | | |
| | Absent an offsetting governance structure and in view of the company’s stock underperformance relative to its peers and index, we believe that a company of this size should be able to find two qualified people willing to serve in the separate positions of chairman and CEO. | | | | |
| | | | | | |
| | 7 Report on Pay Disparity | | | | Against | | Against | | | | ShrHoldr |
| | | |
| | Therefore, based on our concerns regarding the utility of the proposed report and the changes made to company’s compensation, we do not believe that preparation of the requested report would yield meaningful information to shareholders regarding the efficacy of the company’s executive compensation policies and practices | | | | |
| | | | | | |
| | 8 Non-Employee Director Compensation | | | | Against | | Against | | | | ShrHoldr |
| | | |
| | The proponent’s concern on excessive CEO compensation is valid in the current environment. Executive compensation is a major concern among shareholders. Lucrative CEO compensation packages, stealth compensation in the form of deferred compensation and supplemental executive retirement plans, poor alignment of pay and performance have led to shareholders’ dissatisfaction. The mounting concern is evidenced by the growing number of pay related shareholder proposals and the litigation on executive pay practices. However, the proponent has targeted director’s compensation and not CEO’s compensation. Unlike CEO’s pay, director compensation is generally not pay for performance. Instead, directors receive annual retainer fee, plus additional fees for serving on committees and attending board and committee meetings. To align the interests of directors with shareholders, directors also receive automatic grants of stock options and/or stock awards. Abuse in the area of director compensation appears in isolated cases. Retirement packages, such as pension programs for directors are no longer common among companies. ISS believes the proponent’s request to annually seek shareholder approval for every future director compensation package is burdensome and offers little value to shareholders. Furthermore, the proposal does not seek to address the real issue - runaway CEO compensation. | | | | |
| | | | | | |
| | 9 Submit Severance Agreement (Change in Control) to shareholder Vote | | | | Against | | For | | | | ShrHoldr |
| | | |
| | Top executives of AT&T received approximately $31 million in severance pay when SBC acquired the company. Millions of dollars worth of stock options, restricted shares and performance-based shares also vested earlier than originally intended as a result of the trigger on change in control. ISS notes that the company has recently implemented good executive pay practices by limiting severance payments to no more than 2.99 times base salary and target bonus and eliminating tax gross-ups on severance payments. Furthermore, vesting of equity awards would no longer be accelerated under single trigger (i.e., significant change in company ownership structure) but would only occur under double trigger (i.e., significant change in company ownership structure coupled with loss in employment). However, ISS notes that the company does not have a severance policy in place whereby any amounts exceeding the threshold would require shareholder approval. In light of the previous large severance payments given to AT&T executives, ISS believes this binding shareholder proposal warrants support. Furthermore, the proposal provides some flexibility for the company, whereby the board may seek approval of the shareholder approval after the material terms of the severance agreement have been agreed upon. | | | | |
| | | | | | |
| | 10 Adopt Simple Majority Vote Requirement | | | | Against | | Against | | | | ShrHoldr |
| | | |
| | ISS supports, where permitted under state law, the application of a simple majority voting requirement for most corporate actions. ISS maintains that a simple majority of voting shares should be sufficient to effect major transactions and changes in a company’s corporate governance. Requiring more than a simple majority may permit management to entrench itself by blocking initiatives that are in shareholders’ best interests. Therefore, we support the general idea of the shareholder proposal. However, management has submitted a proposal to reduce the vote requirement for any issues that can be subject to shareholder vote in the future (see item 4 above). As such, we feel that this proposal is unnecessary in light of the fact that the board has substantially addressed the concerns brought forth in the shareholder proposal. | | | | |
| | | | | | |
06/14/06 -A | | Blackbaud Inc *BLKB* | | 09227Q100 | | | | | | 04/28/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | 2 Amend Omnibus Stock Plan | | | | For | | For | | | | Mgmt |
| | | | | | |
| | | | V. | | | | Vote | | | | |
| | RecommendationThe total cost of the company’s plan of 9.54 percent is within the allowable cap for this company of 14.13 percent. | | | | |
| | | | | | |
| | 3 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | | | | | |
04/25/06 -A | | Blount International, Inc. *BLT* | | 095180105 | | | | | | 02/24/06 | | |
| | 1 Elect Directors | | | | For | | Split | | | | Mgmt |
| | 1.1 Elect Director R. Eugene Cartledge — For | | | | | | | | | | |
| | | |
| | We recommend a vote FOR all the directors with the exception of affiliated outsiders Joshua L. Collins, E. Daniel James and Harold E. Layman, and insider James S. Osterman. We recommend that shareholders WITHHOLD votes from Joshua L. Collins, E. Daniel James, Harold E. Layman, and James S. Osterman for failure to establish a majority independent board. | | | | |
| | | | | | |
| | 1.2 Elect Director Joshua L. Collins — Withhold | | | | | | | | | | |
| | 1.3 Elect Director Eliot M. Fried — For | | | | | | | | | | |
| | 1.4 Elect Director Thomas J. Fruechtel — For | | | | | | | | | | |
| | 1.5 Elect Director E. Daniel James — Withhold | | | | | | | | | | |
| | 1.6 Elect Director Robert D. Kennedy — For | | | | | | | | | | |
| | 1.7 Elect Director Harold E. Layman — Withhold | | | | | | | | | | |
| | 1.8 Elect Director James S. Osterman — Withhold | | | | | | | | | | |
| | 2 Approve Executive Incentive Bonus Plan | | | | For | | For | | | | Mgmt |
| | | |
| | The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company’s corporate tax obligation. | | | | |
| | | | | | |
| | 3 Approve Omnibus Stock Plan | | | | For | | For | | | | Mgmt |
| | | | | | |
| | | | V. | | | | Vote | | | | |
| | Recommendation The total cost of the company’s plans of 9.17 percent is within the allowable cap for this company of 14.86 percent. Additionally, this plan expressly forbids repricing. | | | | |
| | | | | | |
| | 4 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | | | | | |
04/19/06 -A | | Burlington Northern Santa Fe Corp. *BNI* | | 12189T104 | | | | | | 02/28/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | 2 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | 3 Amend Omnibus Stock Plan | | | | For | | For | | | | Mgmt |
| | | | | | |
| | | | V. | | | | Vote | | | | |
| | Recommendation The total cost of the company’s plans of 6.49 percent is within the allowable cap for this company of 6.63 percent. Additionally, this plan expressly forbids repricing. | | | | |
| | | | | | |
| | 4 Amend Executive Incentive Bonus Plan | | | | For | | For | | | | Mgmt |
| | | |
| | The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders (for compensation that is intended to be “performance-based”) who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company’s corporate tax obligation. | | | | |
| | 5 Require a Majority Vote for the Election of Directors | | | | Against | | For | | | | ShrHoldr |
| | 6 Separate Chairman and CEO Positions | | | | Against | | For | | | | ShrHoldr |
| | | |
| | Absent a designated lead director who performs all of the duties listed above, ISS believes that a company of this size should be able to find two qualified people willing to serve in the separate positions of chairman and CEO. | | | | |
| | | | | | |
06/01/06 -A | | Calamos Asset Mgmt Inc *CLMS* | | 12811R104 | | | | | | 04/21/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | 2 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | | | | | |
04/27/06 -A | | Capital One Financial Corp. *COF* | | 14040H105 | | | | | | 02/28/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | 2 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | 3 Amend Omnibus Stock Plan | | | | For | | For | | | | Mgmt |
| | | | | | |
| | | | V. | | | | Vote | | | | |
| | Recommendation The total cost of the company’s plans of 9.32 percent is within the allowable cap for this company of 12.38 percent. Additionally, this plan expressly forbids repricing. | | | | |
| | | | | | |
| | 4 Require a Majority Vote for the Election of Directors | | | | Against | | For | | | | ShrHoldr |
| | | | | | |
04/17/06 -A | | Cathay General Bancorp *CATY* | | 149150104 | | | | | | 03/01/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | | | | | |
04/12/06 -A | | Chattem, Inc. *CHTT* | | 162456107 | | | | | | 02/17/06 | | |
| | 1 Elect Directors | | | | For | | Split | | | | Mgmt |
| | 1.1 Elect Director Robert E. Bosworth — Withhold | | | | | | | | | | |
| | | |
| | We recommend a vote FOR Gary D. Chazen, but WITHHOLD votes from insider Robert E. Bosworth. We recommend that shareholders WITHHOLD votes from Robert E. Bosworth for failure to establish an independent nominating committee. | | | | |
| | | | | | |
| | 1.2 Elect Director Gary D. Chazen — For | | | | | | | | | | |
| | 2 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | | | | | |
06/10/06 -A | | Coldwater Creek Inc. *CWTR* | | 193068103 | | | | | | 04/19/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | 2 Approve Qualified Employee Stock Purchase Plan | | | | For | | For | | | | Mgmt |
| | | |
| | ISS approves of this plan because it complies with Section 423 of the Internal Revenue Code, the number of shares being reserved is relatively conservative, the offering period is reasonable, and there are limits on participation. | | | | |
| | | | | | |
| | 3 Increase Authorized Common Stock | | | | For | | For | | | | Mgmt |
| | | |
| | This proposal seeks to increase authorized common stock by 150,000,000 shares, which is 75,000,000 shares below the allowable increase of 225,000,000 shares. | | | | |
| | | | | | |
| | 4 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | | | | | |
06/23/06 -A | | Corporate Executive Board Co. (The) *EXBD* | | 21988R102 | | | | | | 05/03/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | 2 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | | | | | |
05/11/06 -A | | Edwards Lifesciences Corporation *EW* | | 28176E108 | | | | | | 03/17/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | 2 Amend Omnibus Stock Plan | | | | For | | For | | | | Mgmt |
| | | | | | |
| | | | V. | | | | Vote | | | | |
| | Recommendation The total cost of the company’s plans of 9.96 percent is within the allowable cap for this company of 10.75 percent. Additionally, this plan expressly forbids repricing. | | | | |
| | | | | | |
| | 3 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | | | | | |
04/26/06 -A | | Energen Corp. *EGN* | | 29265N108 | | | | | | 03/03/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | | | | | |
05/31/06 -A | | Exxon Mobil Corp. *XOM* | | 30231G102 | | | | | | 04/06/06 | | |
| | 1 Elect Directors | | | | For | | Split | | | | Mgmt |
| | 1.1 Elect Director Michael J. Boskin — For | | | | | | | | | | |
| | | |
| | We recognize the company’s contention that they are using base salary plus bonus in the pension calculation because they consider earnings bonus units as part of the annual cash bonus. Nevertheless the earnings bonus units are long-term performance based pay, not annual cash bonuses, and are recorded as LTIPs in the proxy statement.The inclusion of performance-based compensation into the pension calculation has inflated the value of pension earnings for executives at ExxonMobil. Mr. Raymond’s $98 million retirement package would have been considerably smaller without the addition of earnings bonus units into the calculation. Creating a retirement program where performance awards are rolled into a pension means that those awards are earned once, but used as compensation twice. This double dipping phenomenon has created a wealth enhancing effect for all participants under this plan. The plan will continue to generate sizeable payouts for Mr. Tillerson, just as it did for Mr. Raymond. Therefore, we urge the Compensation Committee to amend the practice of including earnings bonus units in the pension calculation, as this practice grossly inflates the pension payout and has no discernable value for shareholders. ISS recommends shareholders to withhold votes from the members of the compensation committee with the exception of Samuel J. Palmisano for the poor compensation practices. Samuel J. Palmisano, one of the current members of the compensation committee, joined the board in 2006. We recommend shareholders to withhold votes from William R. Howell, James R. Houghton, Reatha Clark King and Walter V. Shipley for administering a poor compensation practice. | | | | |
| | | | | | |
| | 1.2 Elect Director William W. George — For | | | | | | | | | | |
| | 1.3 Elect Director James R. Houghton — Withhold | | | | | | | | | | |
| | 1.4 Elect Director William R. Howell — Withhold | | | | | | | | | | |
| | 1.5 Elect Director Reatha Clark King — Withhold | | | | | | | | | | |
| | 1.6 Elect Director Philip E. Lippincott — For | | | | | | | | | | |
| | 1.7 Elect Director Henry A. McKinnell, Jr. — For | | | | | | | | | | |
| | 1.8 Elect Director Marilyn Carlson Nelson — For | | | | | | | | | | |
| | 1.9 Elect Director Samuel J. Palmisano — For | | | | | | | | | | |
| | 1.10 Elect Director Walter V. Shipley — Withhold | | | | | | | | | | |
| | 1.11 Elect Director J. Stephen Simon — For | | | | | | | | | | |
| | 1.12 Elect Director Rex W. Tillerson — For | | | | | | | | | | |
| | 2 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | 3 Provide for Cumulative Voting | | | | Against | | For | | | | ShrHoldr |
| | | |
| | In this case, the number of directors at any time may be increased or diminished by the vote of the board of directors as stated in the company’s certificate of incorporation. Therefore, the company fails to meet all of the aforementioned corporate governance. Accordingly, the proposal warrants shareholder support. | | | | |
| | | | | | |
| | 4 Require a Majority Vote for the Election of Directors | | | | Against | | For | | | | ShrHoldr |
| | | |
| | ISS advocates that the director election system gives full effect to the shareholder franchise. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. | | | | |
| | | | | | |
| | 5 Company-Specific-Nominate Independent Director with Industry Experience | | | | Against | | Against | | | | ShrHoldr |
| | | |
| | Therefore ISS believes that diverse experience among a company’s directors can improve the board’s ability to effectively oversee the strategic management of the company. However, because of concerns over the feasibility of implementing this resolution and the lack of information suggesting that the current directors are uninformed, or failing in their responsibilities to shareholders, we do not recommend shareholder support at this time. | | | | |
| | | | | | |
| | 6 Require Director Nominee Qualifications | | | | Against | | Against | | | | ShrHoldr |
| | | |
| | According to ISS’ policies, none of the directors are currently over-committed. Further, the company has policies and procedures in place to ensure that directors are not over-committeed. Therefore, ISS does not believe that this item warrants shaerholder support. | | | | |
| | | | | | |
| | 7 Non-Employee Director Compensation | | | | Against | | Against | | | | ShrHoldr |
| | | |
| | The proponent’s concern on excessive CEO compensation is valid in the current environment. Executive compensation is a major concern among shareholders. Lucrative CEO compensation packages, stealth compensation in the form of deferred compensation and supplemental executive retirement plans, poor alignment of pay and performance have led to shareholders’ dissatisfaction. The mounting concern is evidenced by the growing number of pay related shareholder proposals and the litigation on executive pay practices. However, the proponent has targeted director’s compensation and not CEO’s compensation. Unlike CEO’s pay, director compensation is generally not pay for performance. Instead, directors receive annual retainer fee, plus additional fees for serving on committees and attending board and committee meetings. To align the interests of directors with shareholders, directors also receive automatic grants of stock options and/or stock awards. Abuse in the area of director compensation appears in isolated cases. Retirement packages, such as pension programs for directors are no longer common among companies. ISS believes the proponent’s request to annually seek shareholder approval for every future director compensation package is burdensome and offers little value to shareholders. Furthermore, the proposal does not seek to address the real issue - runaway CEO compensation. | | | | |
| | | | | | |
| | 8 Separate Chairman and CEO Positions | | | | Against | | Abstain | | | | ShrHoldr |
| | | |
| | In this case, a substantial majority of the board members are independent outsiders and the key committees are composed of independent directors. The board has established governance guidelines, which can be found on the company’s website. The company also did not underperform its index on the one-year and three-year total shareholder returns. The chairs of two key board committees serve as co-presiding directors for non-employee director executive sessions on a structured, rotational basis. The Compensation Committee Chair serves as presiding director for executive sessions when the primary topics of discussion relate to matters such as the performance evaluation and compensation of the CEO or CEO succession planning. The Board Affairs Committee Chair serves as presiding director for executive sessions when the primary topics of discussion relate to corporate governance. The independent directors also have authority to designate a different presiding director depending on the primary subject matter of a particular executive session. Therefore, the company does not have a designated lead director with more expansive duties than those set out for the committee chairperson, which should include approving information sent to the board, approving meeting agendas and meeting schedules for the board, the authority to call meetings of the independent directors and his or her availability for consultation and direct communication if requested by major shareholders. As noted above, ISS refrains from making a vote recommendation on this agenda item. | | | | |
| | | | | | |
| | 9 Review Executive Compensation | | | | Against | | Against | | | | ShrHoldr |
| | | |
| | We believe that the compensation committee report should provide a more robust discussion of executive pay decisions, particularly in light of the substantial compensation and retirement packages that were granted to Mr. Raymond. However, we question the utility to shareholders of a detailed report disclosing and analyzing the balance between executive compensation and the pay of Exxon Mobil’s lowest paid employees over the last ten years. While we agree that shareholders could benefit from an in depth review of the compensation committee’s policies to control excessive CEO pay , the specific information requested by this resolution focuses more directly on the issue of pay disparity within the company, and may result in a report that is arbitrary in nature, or provides limited meaningful information to shareholders. As such, we do not recommend shareholder support for this resolution. | | | | |
| | | | | | |
| | 10 Link Executive Compensation to Social Issues | | | | Against | | Against | | | | ShrHoldr |
| | | |
| | Although ISS generally recommends votes for proposals that increase performance-based compensation for executives, the system suggested in this resolution proposes that the compensation committee calculate a portion of executive salary based solely on certain social and environmental factors. While ISS is concerned with some aspects of the company’s pay practices, we do not believe that establishing and disclosing detailed social and environmental metrics as quantified factors to be used when calculating executive compensation would benefit shareholder. In our opinion, explicitly defining such criteria could limit the compensation committee’s ability to effectively establish and maintain the link between executive compensation and overall company performance in a dynamic industry. As such, we do not recommend shareholder support for this resolution. | | | | |
| | | | | | |
| | 11 Report on Political Contributions | | | | Against | | Against | | | | ShrHoldr |
| | | |
| | In the case of ExxonMobil, ISS notes that the company provides some detailed information on its political contributions on the corporate website. Specifically, this information reiterates the company’s policies related to corporate and PAC spending and discloses aggregate contribution amounts for corporate funds to state political initiatives and 527 organizations, as well as an overview of PAC contributions. Therefore, while we agree with the proponents that the business rational and detailed data on every type of political contribution may not be easily accessed, it is our opinion that information provided by Exxon Mobil’s political contributions segment of the company website provides shareholders with sufficient insight into the company’s policies and controls. As such, ISS does not believe that additional reporting on this matter is warranted at this time. | | | | |
| | | | | | |
| | 12 Report on Charitable Contributions | | | | Against | | Against | | | | ShrHoldr |
| | | |
| | Without information suggesting that the company’s management of its contributions or perks has had a negative impact on shareholder value, ISS does not believe that it is necessary or appropriate to challenge this particular contribution or the company’s policies in general. Therefore, based on questions over the necessity and utility of this resolution, we do not recommend shareholder support. | | | | |
| | | | | | |
| | 13 Amend Equal Employment Opportunity Policy to Prohibit Discrimination Based on Sexual Orientation | | | | Against | | For | | | | ShrHoldr |
| | | |
| | Given the fact that company’s competitors reference sexual orientation discrimination in their EEO statements and the fact that Mobil did explicitly bar this type of discrimination in its EEO statement prior to the merger with Exxon, we believe that the company should amend its EEO to explicitly prohibit discrimination based on sexual orientation. As such, we recommend that shareholders vote for this resolution. | | | | |
| | | | | | |
| | 14 Report on Damage Resulting from Drilling for Oil and gas in Protected Areas | | | | Against | | Against | | | | ShrHoldr |
| | | |
| | Therefore, based on the level of existing disclosure relative to other companies in the industry and the potential cost and burden associated with producing this information, we recommend a vote against this resolution. | | | | |
| | | | | | |
| | 15 Report Accountability for Company’s Environmental Impacts due to Operation | | | | Against | | Against | | | | ShrHoldr |
| | | |
| | In this case, the proponent is asking ExxonMobil to disclose information on how it is accountable for the environmental impacts that its operations have on communities. Specifically, the shareholder is asking that the company discuss not only the negative impact of its operations, but also details on how the company integrates community awareness into its policies and reporting. ISS notes that the company is involved in several community initiatives to improve social welfare or encourage ongoing dialogue with the company on issues of importance to stakeholders. Moreover, the company provides a substantial amount of disclosure on its environmental performance and social initiatives. While this disclosure may not discuss each issue recommended by the proponent, it does allow investors to clearly evaluate the policies and management controls that the company has established to measure and evaluate environmental performance and the impact of company operations on community stakeholders. Therefore, ISS does not believe that shareholder support for this resolution is warranted. | | | | |
| | | | | | |
06/07/06 -A | | First Cash Financial Services, Inc *FCFS* | | 31942D107 | | | | | | 04/17/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | 2 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | | | | | |
05/03/06 -A | | Golden West Financial Corp. *GDW* | | 381317106 | | | | | | 03/02/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | 2 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | | | | | |
04/27/06 -A | | Johnson & Johnson *JNJ* | | 478160104 | | | | | | 02/28/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | 2 Amend Articles to Remove Antitakeover Provision | | | | For | | For | | | | Mgmt |
| | | |
| | ISS supports any reduction of a company’s voting requirements. We believe that the proposed amendment is in shareholders’ best interest as it represents an improvement in the company’s corporate governance structure. | | | | |
| | | | | | |
| | 3 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | 4 Disclose Charitable Contributions | | | | Against | | Against | | | | ShrHoldr |
| | | |
| | In this case, we note that the company discloses a significant amount of the information requested by the proponent on the corporate website. Therefore, considering the existing level of disclosure, ISS does not believe that the additional disclosure requested by the proponents will provide meaningful benefit to shareholders commensurate with the administrative cost and burden of producing the reports. | | | | |
| | | | | | |
| | 5 Require a Majority Vote for the Election of Directors | | | | Against | | For | | | | ShrHoldr |
| | | |
| | ISS advocates that the director election system give full effect to the shareholder franchise. We feel that the company’s current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. However, in a case where a company has in place certain unfavorable governance provisions, as indicated above, we do not believe the resignation policy is a sufficient alternative to the proposed majority voting standard. The company’s current resignation policy in the context of the plurality voting standard would allow director nominees to be elected despite minimal shareholder support. Further, with regard to management’s concern that the proposal does not consider potential board vacancies, ISS notes that the precatory proposal allows the board the flexibility to determine whether a plurality vote standard may be appropriate in certain circumstances. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. | | | | |
| | | | | | |
05/23/06 -A | | Kinetic Concepts, Inc. *KCI* | | 49460W208 | | | | | | 04/24/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | 2 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | | | | | |
06/22/06 -A | | Liberty Global Inc. *LBTYA* | | 530555101 | | | | | | 04/26/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | 2 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | | | | | |
04/25/06 -A | | Marshall & Ilsley Corp. *MI* | | 571834100 | | | | | | 03/01/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | 2 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | 3 Approve Omnibus Stock Plan | | | | For | | For | | | | Mgmt |
| | | | | | |
| | | | V. | | | | Vote | | | | |
| | Recommendation The total cost of the company’s plans of 6.92 percent is within the allowable cap for this company of 7.25 percent. Additionally, this plan expressly forbids repricing. | | | | |
| | | | | | |
| | 4 Declassify the Board of Directors | | | | Against | | For | | | | ShrHoldr |
| | | | | | |
05/10/06 -A | | Portfolio Recovery Associates, Inc. *PRAA* | | 73640Q105 | | | | | | 03/24/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | 2 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | | | | | |
05/16/06 -A | | Psychiatric Solutions, Inc. *PSYS* | | 74439H108 | | | | | | 04/11/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | 2 Approve Executive Incentive Bonus Plan | | | | For | | For | | | | Mgmt |
| | | |
| | The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company’s corporate tax obligation. | | | | |
| | | | | | |
| | 3 Approve Omnibus Stock Plan | | | | For | | For | | | | Mgmt |
| | | | | | |
| | | | V. | | | | Vote | | | | |
| | Recommendation The total cost of the company’s plans of 13.76 percent is within the allowable cap for this company of 14.49 percent. | | | | |
| | | | | | |
| | 4 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | | | | | |
05/18/06 -A | | Rayonier Inc. *RYN* | | 754907103 | | | | | | 03/20/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | | | | | |
05/11/06 -A | | Republic Services, Inc. *RSG* | | 760759100 | | | | | | 03/22/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | 1.1 Elect Director James E. O’Connor — For | | | | | | | | | | |
| | | |
| | We recommend a vote FOR the directors. | | | | |
| | | | | | |
| | 1.2 Elect Director Harris W. Hudson — For | | | | | | | | | | |
| | | |
| | We recommend a vote FOR the directors. | | | | |
| | | | | | |
| | 1.3 Elect Director John W. Croghan — For | | | | | | | | | | |
| | 1.4 Elect Director W. Lee Nutter — For | | | | | | | | | | |
| | 1.5 Elect Director Ramon A. Rodriguez — For | | | | | | | | | | |
| | 1.6 Elect Director Allan C. Sorensen — For | | | | | | | | | | |
| | 1.7 Elect Director Michael W. Wickham — For | | | | | | | | | | |
| | 2 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | | | | | |
05/17/06 -A | | SL Green Realty Corp. *SLG* | | 78440X101 | | | | | | 03/15/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | 2 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | | | | | |
04/18/06 -A | | Sprint Nextel Corp *S* | | 852061100 | | | | | | 02/28/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | 2 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | 3 Require a Majority Vote for the Election of Directors | | | | Against | | For | | | | ShrHoldr |
| | | |
| | ISS advocates that the director election system give full effect to the shareholder franchise. ISS notes that the proposal is not intended to limit the judgment of the board. The board would retain the discretion to address the status of incumbent directors who failed to receive a majority vote under a majority vote standard, and whether a plurality vote standard would be more appropriate in director elections when the number of director nominees exceeds the available board seats. | | | | |
| | | | | | |
| | 4 Restore or Provide for Cumulative Voting | | | | Against | | For | | | | ShrHoldr |
| | | |
| | In this case, the company fails to meet all of the aforementioned corporate governance and performance criteria. Specifically, shareholders may not call special meetings and may only act by written consent if such consent is unanimous. Accordingly, the proposal warrants shareholder support. | | | | |
| | | | | | |
05/17/06 -A | | St. Mary Land & Exploration Co. *SM* | | 792228108 | | | | | | 03/31/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | 2 Approve Omnibus Stock Plan | | | | For | | For | | | | Mgmt |
| | | | | | |
| | | | V. | | | | Vote | | | | |
| | Recommendation The total cost of the company’s plans of 8.72 percent equals the allowable cap for this company of 8.72 percent. Additionally, this plan expressly forbids repricing. | | | | |
| | | | | | |
| | 3 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | | | | | |
05/24/06 -A | | Station Casinos, Inc. *STN* | | 857689103 | | | | | | 04/13/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | 2 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | 3 Submit Shareholder Rights Plan (Poison Pill) to Shareholder Vote | | | | Against | | Against | | | | ShrHoldr |
| | | |
| | In this case, the company’s rights plan was not approved by shareholders nor does it embody the above features that ISS recommends. We therefore agree with the proponent that the current pill should be put to a shareholder vote or redeemed and that any new pill be put to a shareholder vote or expire within 12 months of adoption. | | | | |
| | | | | | |
05/12/06 -A | | Tanger Factory Outlet Centers, Inc. *SKT* | | 875465106 | | | | | | 03/27/06 | | |
| | 1 Elect Directors | | | | For | | Split | | | | Mgmt |
| | 1.1 Elect Director Stanley K. Tanger — Withhold | | | | | | | | | | |
| | | |
| | We recommend a vote FOR the directors with the exception of insiders Stanley K. Tanger and Steven B. Tanger and affiliated outsider Thomas E. Robinson. We recommend that shareholders WITHHOLD votes from Stanley K. Tanger and Steven B. Tanger for failure to establish a majority independent board. We also recommend that shareholders WITHHOLD votes from Thomas E. Robinson for failure to establish a majority independent board and for standing as an affiliated outsider on the Compensation and Nominating committees. | | | | |
| | | | | | |
| | 1.2 Elect Director Steven B. Tanger — Withhold | | | | | | | | | | |
| | 1.3 Elect Director Jack Africk — For | | | | | | | | | | |
| | 1.4 Elect Director William G. Benton — For | | | | | | | | | | |
| | 1.5 Elect Director Thomas E. Robinson — Withhold | | | | | | | | | | |
| | 1.6 Elect Director Allan L. Schuman — For | | | | | | | | | | |
| | | | | | |
04/20/06 -A | | The Black & Decker Corp. *BDK* | | 091797100 | | | | | | 02/21/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | 1.1 Elect Director N.D. Archibald — For | | | | | | | | | | |
| | | |
| | We recommend a vote FOR the directors. | | | | |
| | | | | | |
| | 1.2 Elect Director N.R. Augustine — For | | | | | | | | | | |
| | 1.3 Elect Director B.L. Bowles — For | | | | | | | | | | |
| | 1.4 Elect Director G.W. Buckley — For | | | | | | | | | | |
| | 1.5 Elect Director M.A. Burns — For | | | | | | | | | | |
| | 1.6 Elect Director K.B. Clark — For | | | | | | | | | | |
| | 1.7 Elect Director M.A. Fernandez — For | | | | | | | | | | |
| | 1.8 Elect Director B.H. Griswold, Iv — For | | | | | | | | | | |
| | 1.9 Elect Director A. Luiso — For | | | | | | | | | | |
| | 1.10 Elect Director R.L. Ryan — For | | | | | | | | | | |
| | 1.11 Elect Director M.H. Willes — For | | | | | | | | | | |
| | 2 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | 3 Performance-Based and/or Time-Based Equity Awards | | | | Against | | For | | | | ShrHoldr |
| | | |
| | In conclusion, the company’s annual and long-term incentive programs do not sufficiently meet the proponent’s requirements. Therefore, ISS supports this shareholder proposal. | | | | |
| | | | | | |
04/25/06 -A | | The Chubb Corp. *CB* | | 171232101 | | | | | | 03/06/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | 1.1 Elect Director Zoe Baird — For | | | | | | | | | | |
| | | |
| | We recommend a vote FOR all directors. | | | | |
| | | | | | |
| | 1.2 Elect Director Sheila P. Burke — For | | | | | | | | | | |
| | 1.3 Elect Director James I. Cash, Jr. — For | | | | | | | | | | |
| | 1.4 Elect Director Joel J. Cohen — For | | | | | | | | | | |
| | 1.5 Elect Director James M. Cornelius — For | | | | | | | | | | |
| | 1.6 Elect Director John D. Finnegan — For | | | | | | | | | | |
| | 1.7 Elect Director Klaus J. Mangold — For | | | | | | | | | | |
| | 1.8 Elect Director Sir David G. Scholey — For | | | | | | | | | | |
| | 1.9 Elect Director Raymond G.H. Seitz — For | | | | | | | | | | |
| | 1.10 Elect Director Lawrence M. Small — For | | | | | | | | | | |
| | 1.11 Elect Director Daniel E. Somers — For | | | | | | | | | | |
| | 1.12 Elect Director Karen Hastie Williams — For | | | | | | | | | | |
| | 1.13 Elect Director Alfred W. Zollar — For | | | | | | | | | | |
| | 2 Approve Executive Incentive Bonus Plan | | | | For | | For | | | | Mgmt |
| | | |
| | The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company’s corporate tax obligation. | | | | |
| | | | | | |
| | 3 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | 4 Require a Majority Vote for the Election of Directors | | | | Against | | For | | | | ShrHoldr |
| | 5 Report on Political Contributions | | | | Against | | Against | | | | ShrHoldr |
| | | |
| | In the case of Chubb, ISS notes that the company discusses its policies on political contributions on the company website and these policies do not appear inconsistent with industry standards or existing regulations on this issue. Specifically, Chubb’s policy statement discloses guidelines for what type of organizations it will contribute to, and the specific internal organization that is accountable for public policy activities within the company. Furthermore, the company does not appear to be the subject of any recent, significant controversy, fines, or litigation resulting from political action or contributions from it or its employee sponsored PACs. Therefore, while we agree with the proponents that data on every type of political contribution may not be easily accessed, it is our opinion that information provided by Chubb’s policy statement on Political Contributions and Related Activities provides shareholders with sufficient insight into the company’s policies and controls. Therefore, ISS does not believe that additional reporting on this matter is warranted at this time. | | | | |
| | | | | | |
05/19/06 -A | | TXU Corp. *TXU* | | 873168108 | | | | | | 03/21/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | 2 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | 3 Establish Range For Board Size | | | | For | | For | | | | Mgmt |
| | | |
| | ISS believes that the proposed change is relatively minor and that it is not motivated by a desire to entrench management. | | | | |
| | | | | | |
| | 4 Amend Articles/Bylaws/Charter-Non-Routine | | | | For | | For | | | | Mgmt |
| | | |
| | ISS notes that, if shareholders do not approve this proposal, the TBOC will apply to the company on January 1, 2010. We do not feel that early adoption of the Certificate of Formation would have a negative impact on shareholders, as most changes are administrative in nature. We have no objection to this proposal. | | | | |
| | | | | | |
| | 5 Require a Majority Vote for the Election of Directors | | | | Against | | For | | | | ShrHoldr |
| | | |
| | ISS advocates that the director election system give full effect to the shareholder franchise. ISS views director election reform as a multi-year, multi-step process. ISS’ approach to the issue will likely evolve over time as the marketplace advances the debate. We feel that the company’s current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. However, we do not believe that this resignation policy is a sufficient alternative to the proposed majority voting standard. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. | | | | |
| | | | | | |
04/19/06 -A | | USANA Health Sciences Inc *USNA* | | 90328M107 | | | | | | 03/03/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | 2 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | 3 Approve Omnibus Stock Plan | | | | For | | Against | | | | Mgmt |
| | | | | | |
| | | | V. | | | | Vote | | | | |
| | Recommendation We commend the company for expressly forbidding the repricing of stock options under the plan. However, the total cost of the company’s plans of 28.72 percent is above the allowable cap for this company of 20.10 percent. | | | | |
| | | | | | |
| | 4 Amend Director and Officer Liability Provisions | | | | For | | For | | | | Mgmt |
| | | |
| | We believe that, in the long run, this flexibility is in shareholders’ best interests. | | | | |
| | | | | | |
| | 5 Amend Director and Officer Indemnification | | | | For | | For | | | | Mgmt |
| | | |
| | We believe that, in the long run, this flexibility is in shareholders’ best interests. | | | | |
| | | | | | |
04/27/06 -A | | Valero Energy Corp. *VLO* | | 91913Y100 | | | | | | 03/01/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | 2 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | | | | | |
05/16/06 -A | | W & T OFFSHORE INC *WTI* | | 92922P106 | | | | | | 04/04/06 | | |
| | 1 Elect Directors | | | | For | | Split | | | | Mgmt |
| | 1.1 Elect Director Tracy W. Krohn — Withhold | | | | | | | | | | |
| | | |
| | We recommend a vote FOR the directors with the exception of insiders Jerome F. Freel and Tracy W. Krohn and affiliated outsider Virginia Boulet. We recommend that shareholders WITHHOLD votes from Jerome F. Freel and Tracy W. Krohn for standing as insiders on the Nominating Committee and for failure to establish a majority independent board. We also recommend that shareholders WITHHOLD votes from Virginia Boulet for standing as an affiliated outsider on the Nominating Committee and for failure to establish a majority independent board. | | | | |
| | 1.2 Elect Director Jerome F. Freel — Withhold | | | | | | | | | | |
| | 1.3 Elect Director James L. Luikart — For | | | | | | | | | | |
| | 1.4 Elect Director Stuart B. Katz — For | | | | | | | | | | |
| | 1.5 Elect Director Virginia Boulet — Withhold | | | | | | | | | | |
| | 1.6 Elect Director S. James Nelson, Jr. — For | | | | | | | | | | |
| | | | | | |
05/16/06 -A | | W. R. Berkley Corp. *BER* | | 084423102 | | | | | | 03/20/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | 1.1 Elect Director William R. Berkley — For | | | | | | | | | | |
| | | |
| | We recommend a vote FOR the directors. | | | | |
| | | | | | |
| | 1.2 Elect Director George G. Daly — For | | | | | | | | | | |
| | 1.3 Elect Director Philip J. Ablove — For | | | | | | | | | | |
| | 1.4 Elect Director Mary C. Farrell — For | | | | | | | | | | |
| | 2 Approve Executive Incentive Bonus Plan | | | | For | | For | | | | Mgmt |
| | | |
| | The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company’s corporate tax obligation. | | | | |
| | | | | | |
| | 3 Increase Authorized Common Stock | | | | For | | For | | | | Mgmt |
| | | |
| | The requested increase of 200,000,000 shares is below the allowable threshold of 360,000,000 shares. | | | | |
| | | | | | |
| | 4 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | | | | | |
04/04/06 -A | | Wm. Wrigley Jr. Co. *WWY* | | 982526105 | | | | | | 02/06/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | 2 Approve Omnibus Stock Plan | | | | For | | Against | | | | Mgmt |
| | | | | | |
| | | | V. | | | | Vote | | | | |
| | Recommendation We commend the company for expressly forbidding the repricing of stock options under the plan. However, the total cost of the company’s plans of 10.26 percent is above the allowable cap for this company of 8.16 percent. | | | | |
| | | | | | |
| | 3 Authorize a New Class of Common Stock | | | | For | | Against | | | | Mgmt |
| | | |
| | ISS applauds the company’s strong historical performance and acknowledges that all shareholders will participate equally in connection with the Class B stock dividend. However, ISS objects to dual-class capital structures, as they effectively give one class of shareholders disproportionate voting power in the company in relation to its equity position. Given that the amendment proposals perpetuate the company’s dual-class structure, we believe that shareholder support of Items 3-5 is unwarranted. | | | | |
| | | | | | |
| | 4 Company Specific/Increase the Class B Common Stock Automatic Conversion | | | | For | | Against | | | | Mgmt |
| | 5 Company Specific/Automatic Conversion of Class B Common Stock | | | | For | | Against | | | | Mgmt |
| | 6 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | | | | | | | | | | | |
Mtg Date/Type | | Company/ Ballot Issues | | Security | | Mgmt Rec | | Vote Cast | | Record Date | | Prpnent |
06/20/06 -A | | American Home Mortgage Investment, Corp. *AHM* | | 02660R107 | | | | | | 05/16/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | 2 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | | | | | |
05/17/06 -A | | Barrett Bill Corp *BBG* | | 06846N104 | | | | | | 04/03/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | 2 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | 3 Other Business | | | | For | | Against | | | | Mgmt |
| | | |
| | As we cannot know the content of these issues, we do not recommend that shareholders approve this request. | | | | |
| | | | | | |
06/01/06 -A | | CB Richard Ellis Group Inc *CBG* | | 12497T101 | | | | | | 04/10/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | 2 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | 3 Amend Executive Incentive Bonus Plan | | | | For | | For | | | | Mgmt |
| | | |
| | The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company’s corporate tax obligation. | | | | |
| | | | | | |
06/27/06 -A | | Circuit City Stores, Inc. *CC* | | 172737108 | | | | | | 04/21/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | 2 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | | | | | |
05/18/06 -A | | Citrix Systems, Inc. *CTXS* | | 177376100 | | | | | | 03/20/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | 2 Amend Omnibus Stock Plan | | | | For | | For | | | | Mgmt |
| | | | | | |
| | | | V. | | | | Vote | | | | |
| | Recommendation The total cost of the company’s plans of 8.86 percent is within the allowable cap for this company of 12.52 percent. Additionally, this plan expressly forbids repricing. | | | | |
| | | | | | |
| | 3 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | | | | | |
06/27/06 -A | | CKE Restaurants, Inc. *CKR* | | 12561E105 | | | | | | 05/08/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | | | | | |
05/23/06 -A | | Digital Insight Corp. *DGIN* | | 25385P106 | | | | | | 03/31/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | 2 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | | | | | |
06/07/06 -A | | DJO INC. *DJO* | | 23325G104 | | | | | | 04/21/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | 2 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | | | | | |
05/25/06 -A | | East West Bancorp, Inc. *EWBC* | | 27579R104 | | | | | | 03/27/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | 2 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | | | | | |
06/07/06 -A | | Electronics For Imaging, Inc. *EFII* | | 286082102 | | | | | | 04/17/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | 2 Amend Omnibus Stock Plan | | | | For | | For | | | | Mgmt |
| | | | | | |
| | | | V. | | | | Vote | | | | |
| | Recommendation The total cost of the company’s plans of 11.88 percent is within the allowable cap for this company of 15.97 percent. Additionally, this plan expressly forbids repricing. | | | | |
| | | | | | |
| | 3 Amend Qualified Employee Stock Purchase Plan | | | | For | | For | | | | Mgmt |
| | | |
| | ISS approves of this item because the plan complies with Section 423 of the Internal Revenue Code, the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation. | | | | |
| | | | | | |
04/26/06 -A | | FirstFed Financial Corp. *FED* | | 337907109 | | | | | | 03/03/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | 2 Approve Non-Employee Director Restricted Stock Plan | | | | For | | Against | | | | Mgmt |
| | | | | | |
| | | | V. | | | | Vote | | | | |
| | Recommendation The total cost of the company’s plans of 9.31 percent is above the allowable cap for this company of 9.02 percent. In 2005, ISS implemented a modified policy in evaluating director equity plans. ISS considers the costs of equity plans including director plans and employee-based compensation plans in the binomial compensation model. If the total costs of the combined equity plans exceed the allowable cap, ISS will review the qualitative features of director compensation, taking into account (i) director stock ownership guidelines (ii) vesting schedule (iii) mix between cash and equity (iv) retirement/benefit and perquisites programs (v) quality of disclosure. In this case, the combined costs of the 2007 Non-Employee Directors Restricted Stock Plan and the remaining equity plans available for grant exceed the allowable cap of 9.02 percent. In reviewing the qualitative features of director compensation of FirstFed Financial, there is no disclosure of director stock ownership guidelines. The retainer fee may be paid in cash but there is no disclosure on the vesting period. No information on retirement/benefit and perquisites has been mentioned in the proxy statement. Also, the company did not provide a tabular disclosure on total compensation delivered to each non-employee director for the most recent fiscal year. | | | | |
| | | | | | |
| | 3 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | | | | | |
04/26/06 -A | | Frontier Oil Corp. *FTO* | | 35914P105 | | | | | | 03/07/06 | | |
| | 1 Elect Directors | | | | For | | Split | | | | Mgmt |
| | 1.1 Elect Director James R. Gibbs — For | | | | | | | | | | |
| | | |
| | We recommend a vote FOR the directors with the exception of independent outsider Paul B. Loyd, Jr. We recommend that shareholders WITHHOLD votes from Paul B. Loyd, Jr. for poor attendance. | | | | |
| | | | | | |
| | 1.2 Elect Director Douglas Y. Bech — For | | | | | | | | | | |
| | 1.3 Elect Director G. Clyde Buck — For | | | | | | | | | | |
| | 1.4 Elect Director T. Michael Dossey — For | | | | | | | | | | |
| | 1.5 Elect Director James H. Lee — For | | | | | | | | | | |
| | 1.6 Elect Director Paul B. Loyd, Jr. — Withhold | | | | | | | | | | |
| | 1.7 Elect Director Michael E. Rose — For | | | | | | | | | | |
| | 2 Amend Omnibus Stock Plan | | | | For | | For | | | | Mgmt |
| | | | | | |
| | | | V. | | | | Vote | | | | |
| | Recommendation The total cost of the company’s plans of 7.41 percent is within the allowable cap for this company of 8.11 percent. Additionally, this plan expressly forbids repricing. | | | | |
| | | | | | |
| | 3 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | | | | | |
06/09/06 -S | | Frontier Oil Corp. *FTO* | | 35914P105 | | | | | | 05/11/06 | | |
| | 1 Increase Authorized Common Stock | | | | For | | For | | | | Mgmt |
| | | |
| | The requested increase of 90,000,000 shares is below the allowable threshold of 144,000,000 shares. | | | | |
| | | | | | |
04/06/06 -A | | H.B. Fuller Co. *FUL* | | 359694106 | | | | | | 02/17/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | 2 Amend Omnibus Stock Plan | | | | For | | For | | | | Mgmt |
| | | | | | |
| | | | V. | | | | Vote | | | | |
| | Recommendation The total cost of the company’s plans of 8.39 percent is within the allowable cap for this company of 9.66 percent. The company’s three-year burn rate of 1.95 percent falls within the industry threshold of 2.11 percent. Additionally, this plan expressly forbids repricing. | | | | |
| | | | | | |
| | 3 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | | | | | |
05/11/06 -A | | Health Care Property Investors, Inc. *HCP* | | 421915109 | | | | | | 03/23/06 | | |
| | 1 Elect Directors | | | | For | | Split | | | | Mgmt |
| | 1.1 Elect Director Mary A Cirillo-Goldberg — For | | | | | | | | | | |
| | | |
| | We recommend a vote FOR the directors with the exception of affiliated outsider Michael D. McKee. We recommend that shareholders WITHHOLD votes from Michael D. McKee for standing as an affiliated outsider on the Compensation Committee. | | | | |
| | | | | | |
| | 1.2 Elect Director Robert R. Fanning, Jr. — For | | | | | | | | | | |
| | 1.3 Elect Director James F. Flaherty III — For | | | | | | | | | | |
| | 1.4 Elect Director David B. Henry — For | | | | | | | | | | |
| | 1.5 Elect Director Michael D. Mckee — Withhold | | | | | | | | | | |
| | 1.6 Elect Director Harold M. Messmer, Jr. — For | | | | | | | | | | |
| | 1.7 Elect Director Peter L. Rhein — For | | | | | | | | | | |
| | 1.8 Elect Director Kenneth B. Roath — For | | | | | | | | | | |
| | 1.9 Elect Director Richard M. Rosenberg — For | | | | | | | | | | |
| | 1.10 Elect Director Joseph P. Sullivan — For | | | | | | | | | | |
| | 2 Approve Omnibus Stock Plan | | | | For | | For | | | | Mgmt |
| | | | | | |
| | | | V. | | | | Vote | | | | |
| | Recommendation The total cost of the company’s plans of 3.85 percent is within the allowable cap for this company of 5.00 percent. Additionally, this plan expressly forbids repricing. | | | | |
| | | | | | |
| | 3 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | 4 Other Business | | | | For | | Against | | | | Mgmt |
| | | |
| | As we cannot know the content of these issues, we do not recommend that shareholders approve this request. | | | | |
| | | | | | |
05/02/06 -A | | Hornbeck Offshore Services, Inc. *HOS* | | 440543106 | | | | | | 03/23/06 | | |
| | 1 Elect Directors | | | | For | | Split | | | | Mgmt |
| | 1.1 Elect Director Larry D. Hornbeck — For | | | | | | | | | | |
| | | |
| | We recommend a vote FOR the directors with the exception of independent outsider David A. Trice. We recommend that shareholders WITHHOLD votes from David A. Trice for sitting on more than three boards while serving as a CEO. | | | | |
| | | | | | |
| | 1.2 Elect Director Steven W. Krablin — For | | | | | | | | | | |
| | 1.3 Elect Director David A. Trice — Withhold | | | | | | | | | | |
| | 2 Amend Omnibus Stock Plan | | | | For | | For | | | | Mgmt |
| | | |
| | This bundled plan amendment is administrative in nature, and consequently does not have any cost implications for shareholders. However, under the plan, the company is permitted to reprice options without shareholder approval, which we believe reduces the incentive value of the plan and is contrary to shareholders’ interests. Under current ISS guidelines, ISS will recommend that shareholders vote against an equity plan or plan amendment if the company permits repricing without shareholder approval. As such, if in the future the company seeks shareholder approval of an amendment to the plan that is not strictly administrative in nature (e.g. reserves additional shares, extends the plan’s life, etc...), ISS will recommend that shareholders vote AGAINST the amendment. | | | | |
| | | | | | |
| | 3 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | | | | | |
05/23/06 -A | | Kinetic Concepts, Inc. *KCI* | | 49460W208 | | | | | | 04/24/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | 2 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | | | | | |
05/25/06 -A | | King Pharmaceuticals Inc. *KG* | | 495582108 | | | | | | 03/31/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | 2 Increase Authorized Common Stock | | | | For | | For | | | | Mgmt |
| | | |
| | The requested increase of 300,000,000 shares is below the allowable threshold of 405,000,000 shares. | | | | |
| | | | | | |
| | 3 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | 4 Declassify the Board of Directors | | | | Against | | For | | | | ShrHoldr |
| | | | | | |
06/12/06 -A | | LCA-Vision Inc. *LCAV* | | 501803308 | | | | | | 04/21/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | 2 Increase Authorized Common Stock | | | | For | | For | | | | Mgmt |
| | | |
| | The requested increase of 27,500,000 shares is below the allowable threshold of 42,625,000 shares. | | | | |
| | | | | | |
| | 3 Approve Omnibus Stock Plan | | | | For | | For | | | | Mgmt |
| | | | | | |
| | | | V. | | | | Vote | | | | |
| | Recommendation The total cost of the company’s plans of 13.96 percent is within the allowable cap for this company of 14.08 percent. Additionally, this plan expressly forbids repricing. | | | | |
| | | | | | |
| | 4 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | | | | | |
05/04/06 -A | | Life Time Fitness, Inc. *LTM* | | 53217R207 | | | | | | 03/08/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | 2 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | 3 Approve Qualified Employee Stock Purchase Plan | | | | For | | For | | | | Mgmt |
| | | |
| | ISS approves of this plan because it complies with Section 423 of the Internal Revenue Code, the number of shares being reserved is relatively conservative, the offering period is reasonable, and there are limits on participation. | | | | |
| | | | | | |
05/23/06 -A | | Longs Drug Stores Corp. *LDG* | | 543162101 | | | | | | 03/10/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | 2 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | 3 Declassify the Board of Directors | | | | For | | For | | | | Mgmt |
| | | |
| | ISS commends management for submitting this proposal, which demonstrates a commitment to shareholders’ interests. | | | | |
| | | | | | |
05/04/06 -A | | Louisiana-Pacific Corp *LPX* | | 546347105 | | | | | | 03/06/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | 2 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | | | | | |
04/25/06 -A | | MDU Resources Group, Inc. *MDU* | | 552690109 | | | | | | 02/27/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | 2 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | 3 Amend Omnibus Stock Plan | | | | For | | Against | | | | Mgmt |
| | | | | | |
| | | | V. | | | | Vote | | | | |
| | Recommendation The total cost of the company’s plans of 5.74 percent is above the allowable cap for this company of 5.0 percent. | | | | |
| | | | | | |
05/25/06 -A | | Micrel, Inc. *MCRL* | | 594793101 | | | | | | 03/31/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | 2 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | 3 Approve Qualified Employee Stock Purchase Plan | | | | For | | For | | | | Mgmt |
| | | |
| | ISS approves of this plan because it complies with Section 423 of the Internal Revenue Code, the number of shares being reserved is relatively conservative, the offering period is reasonable, and there are limits on participation. | | | | |
| | 4 Establish Range For Board Size | | | | For | | For | | | | Mgmt |
| | | | | | |
05/18/06 -A | | NetLogic Microsystems, Inc. *NETL* | | 64118B100 | | | | | | 03/28/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | 2 Amend Omnibus Stock Plan | | | | For | | Against | | | | Mgmt |
| | | | | | |
| | | | V. | | | | Vote | | | | |
| | Recommendation The total cost of the company’s plans of 31.28 percent is above the allowable cap for this company of 20.03 percent. | | | | |
| | | | | | |
| | 3 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | | | | | |
05/25/06 -A | | Panera Bread Company *PNRA* | | 69840W108 | | | | | | 03/27/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | 2 Approve Omnibus Stock Plan | | | | For | | For | | | | Mgmt |
| | | | | | |
| | | | V. | | | | Vote | | | | |
| | Recommendation The total cost of the company’s plans of 7.61 percent is within the allowable cap for this company of 11.64 percent. Additionally, this plan expressly forbids repricing. | | | | |
| | | | | | |
| | 3 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | | | | | |
05/16/06 -A | | Petroquest Energy, Inc. *PQ* | | 716748108 | | | | | | 03/31/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | 2 Amend Omnibus Stock Plan | | | | For | | For | | | | Mgmt |
| | | | | | |
| | | | V. | | | | Vote | | | | |
| | Recommendation The total cost of the company’s plans of 8.48 percent is within the allowable cap for this company of 10.20 percent. Additionally, this plan expressly forbids repricing. | | | | |
| | | | | | |
| | 3 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | 4 Other Business | | | | For | | Against | | | | Mgmt |
| | | |
| | As we cannot know the content of these issues, we do not recommend that shareholders approve this request. | | | | |
| | | | | | |
05/17/06 -A | | Proassurance Corp *PRA* | | 74267C106 | | | | | | 03/31/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | | | | | |
05/18/06 -A | | Rayonier Inc. *RYN* | | 754907103 | | | | | | 03/20/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | | | | | |
05/02/06 -A | | SkyWest, Inc. *SKYW* | | 830879102 | | | | | | 03/17/06 | | |
| | 1 Elect Directors | | | | For | | Split | | | | Mgmt |
| | 1.1 Elect Director Jerry C. Atkin — For | | | | | | | | | | |
| | | |
| | We recommend a vote FOR the directors with the exception of independent outsider Ian M. Cumming and affiliated outsiders Steven F. Udvar-Hazy and J. Ralph Atkin. We recommend that shareholders WITHHOLD votes from Ian M. Cumming for sitting on more than three boards, while serving as a CEO, and from Steven F. Udvar-Hazy and J. Ralph Atkin for standing as affiliated outsiders on the Compensation Committee. | | | | |
| | | | | | |
| | 1.2 Elect Director J. Ralph Atkin — Withhold | | | | | | | | | | |
| | 1.3 Elect Director Ian M. Cumming — Withhold | | | | | | | | | | |
| | 1.4 Elect Director Robert G. Sarver — For | | | | | | | | | | |
| | 1.5 Elect Director W. Steve Albrecht — For | | | | | | | | | | |
| | 1.6 Elect Director Mervyn K. Cox — For | | | | | | | | | | |
| | 1.7 Elect Director Henry J. Eyring — For | | | | | | | | | | |
| | 1.8 Elect Director Steven F. Udvar-Hazy — Withhold | | | | | | | | | | |
| | 2 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | 3 Approve Qualified Employee Stock Purchase Plan | | | | For | | For | | | | Mgmt |
| | | |
| | ISS approves of this plan because it complies with Section 423 of the Internal Revenue Code, the number of shares being reserved is relatively conservative, the offering period is reasonable, and there are limits on participation. | | | | |
| | | | | | |
| | 4 Approve Omnibus Stock Plan | | | | For | | For | | | | Mgmt |
| | | | | | |
| | | | V. | | | | Vote | | | | |
| | Recommendation The total cost of the company’s plans of 9.11 percent is within the allowable cap for this company of 10.48 percent. Additionally, this plan expressly forbids repricing. | | | | |
| | | | | | |
05/17/06 -A | | St. Mary Land & Exploration Co. *SM* | | 792228108 | | | | | | 03/31/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | 2 Approve Omnibus Stock Plan | | | | For | | For | | | | Mgmt |
| | | | | | |
| | | | V. | | | | Vote | | | | |
| | Recommendation The total cost of the company’s plans of 8.72 percent equals the allowable cap for this company of 8.72 percent. Additionally, this plan expressly forbids repricing. | | | | |
| | | | | | |
| | 3 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | | | | | |
05/24/06 -A | | Station Casinos, Inc. *STN* | | 857689103 | | | | | | 04/13/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | 2 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | 3 Submit Shareholder Rights Plan (Poison Pill) to Shareholder Vote | | | | Against | | Against | | | | ShrHoldr |
| | | |
| | In this case, the company’s rights plan was not approved by shareholders nor does it embody the above features that ISS recommends. We therefore agree with the proponent that the current pill should be put to a shareholder vote or redeemed and that any new pill be put to a shareholder vote or expire within 12 months of adoption. | | | | |
| | | | | | |
04/25/06 -A | | Synopsys, Inc. *SNPS* | | 871607107 | | | | | | 03/10/06 | | |
| | 1 Elect Directors | | | | For | | Split | | | | Mgmt |
| | 1.1 Elect Director Aart J. De Geus — For | | | | | | | | | | |
| | | |
| | We recommend a vote FOR the directors with the exception of affiliated outsider A. Richard Newton. We recommend that shareholders WITHHOLD votes from A. Richard Newton for poor attendance. | | | | |
| | | | | | |
| | 1.2 Elect Director Chi-Foon Chan — For | | | | | | | | | | |
| | 1.3 Elect Director Bruce R. Chizen — For | | | | | | | | | | |
| | 1.4 Elect Director Deborah A. Coleman — For | | | | | | | | | | |
| | 1.5 Elect Director A. Richard Newton — Withhold | | | | | | | | | | |
| | 1.6 Elect Director Sasson Somekh — For | | | | | | | | | | |
| | 1.7 Elect Director Roy Vallee — For | | | | | | | | | | |
| | 1.8 Elect Director Steven C. Walske — For | | | | | | | | | | |
| | 2 Approve Omnibus Stock Plan | | | | For | | For | | | | Mgmt |
| | | | | | |
| | | | V. | | | | Vote | | | | |
| | Recommendation The total cost of the company’s plans of 10.93 percent is within the allowable cap for this company of 12.43 percent. Additionally, this plan expressly forbids repricing. | | | | |
| | | | | | |
| | 3 Amend Non-Employee Director Omnibus Stock Plan | | | | For | | For | | | | Mgmt |
| | | | | | |
| | | | VI. | | | | Vote | | | | |
| | Recommendation The total cost of the company’s plans of 7.17 percent is within the allowable cap for this company of 12.43 percent. The combined shareholder value transfer and voting power dilution for all the plans is 11.19 percent, which is within the company’s allowable cap of 12.43 percent. Additionally, this plan expressly forbids repricing. | | | | |
| | | | | | |
| | 4 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | | | | | |
05/05/06 -A | | Teleflex Inc. *TFX* | | 879369106 | | | | | | 03/07/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | 2 Increase Authorized Common Stock | | | | For | | Against | | | | Mgmt |
| | | |
| | This proposal seeks to increase authorized common stock by 150,000,000 shares, which is 30,000,000 shares above the allowable increase of 120,000,000 shares. | | | | |
| | | | | | |
| | 3 Approve Executive Incentive Bonus Plan | | | | For | | For | | | | Mgmt |
| | | |
| | The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company’s corporate tax obligation. | | | | |
| | | | | | |
| | 4 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | | | | | |
06/07/06 -A | | Time Warner Telecom, Inc. *TWTC* | | 887319101 | | | | | | 04/10/06 | | |
| | 1 Elect Directors | | | | For | | Split | | | | Mgmt |
| | 1.1 Elect Director Gregory J. Attorri — For | | | | | | | | | | |
| | | |
| | We recommend a vote FOR the directors with the exception of insiders Olaf Olafsson, Robert D. Marcus and Larissa L. Herda, and affiliated outsiders Spencer B. Hays, George S. Sacerdote and Richard J. Davies. We recommend that shareholders WITHHOLD votes from Olaf Olafsson for poor attendance, for standing as an insider on the Compensation Committee and for failure to establish a majority independent board, from Robert D. Marcus for standing as insiders on the Compensation Committee and for failure to establish a majority independent board, and from Larissa L. Herda for standing as an insider on the Nominating Committee and for failure to establish a majority independent board. We also recommend that shareholders WITHHOLD votes from George S. Sacerdote and Spencer B. Hays for standing as affiliated outsiders on the Compensation and Nominating committees and for failure to establish a majority independent board and from Richard J. Davies for standing as affiliated outsiders on the Compensation Committee and for failure to establish a majority independent board. | | | | |
| | | | | | |
| | 1.2 Elect Director Richard J. Davies — Withhold | | | | | | | | | | |
| | 1.3 Elect Director Spencer B. Hays — Withhold | | | | | | | | | | |
| | 1.4 Elect Director Larissa L. Herda — Withhold | | | | | | | | | | |
| | 1.5 Elect Director Robert D. Marcus — Withhold | | | | | | | | | | |
| | 1.6 Elect Director Kevin W. Mooney — For | | | | | | | | | | |
| | 1.7 Elect Director Olaf Olafsson — Withhold | | | | | | | | | | |
| | 1.8 Elect Director George S. Sacerdote — Withhold | | | | | | | | | | |
| | 1.9 Elect Director Roscoe C. Young, II — For | | | | | | | | | | |
| | 2 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | | | | | |
05/16/06 -A | | TRW Automotive Holdings Corp *TRW* | | 87264S106 | | | | | | 03/20/06 | | |
| | 1 Elect Directors | | | | For | | Split | | | | Mgmt |
| | 1.1 Elect Director Robert L. Friedman — Withhold | | | | | | | | | | |
| | | |
| | We recommend a vote FOR J. Michael Losh, but WITHHOLD votes from insider Robert L. Friedman. We recommend that shareholders WITHHOLD votes from Robert L. Friedman for failure to establish a majority independent board. | | | | |
| | | | | | |
| | 1.2 Elect Director J. Michael Losh — For | | | | | | | | | | |
| | 2 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | | | | | |
05/16/06 -A | | W. R. Berkley Corp. *BER* | | 084423102 | | | | | | 03/20/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | 1.1 Elect Director William R. Berkley — For | | | | | | | | | | |
| | We recommend a vote FOR the directors. | | | | |
| | 1.2 Elect Director George G. Daly — For | | | | | | | | | | |
| | 1.3 Elect Director Philip J. Ablove — For | | | | | | | | | | |
| | 1.4 Elect Director Mary C. Farrell — For | | | | | | | | | | |
| | 2 Approve Executive Incentive Bonus Plan | | | | For | | For | | | | Mgmt |
| | | |
| | The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company’s corporate tax obligation. | | | | |
| | | | | | |
| | 3 Increase Authorized Common Stock | | | | For | | For | | | | Mgmt |
| | | |
| | The requested increase of 200,000,000 shares is below the allowable threshold of 360,000,000 shares. | | | | |
| | | | | | |
| | 4 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | | | | | |
05/17/06 -A | | Wesco International, Inc. *WCC* | | 95082P105 | | | | | | 04/03/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | 2 Ratify Auditors | | | | For | | For | | | | Mgmt |
| | | | | | |
04/20/06 -A | | Wilmington Trust Corp. *WL* | | 971807102 | | | | | | 02/21/06 | | |
| | 1 Elect Directors | | | | For | | For | | | | Mgmt |
| | | | | | | | | | | | | | |
Mtg Date/Type | | Company/ Ballot Issues | | Security | | Mgmt Rec | | Vote Cast | | Record Date | | Prpnent |
04/25/06 - A | | Aegon NV | | 007924103 | | | | | | 03/10/06 | | |
| | | | Meeting for Holders of ADRs | | | | | | | | | | |
| | 1 | | APPROVAL OF THE ADOPTION OF THE ANNUAL ACCOUNTS 2005. | | | | For | | For | | | | Mgmt |
| | 2 | | APPROVAL OF THE FINAL DIVIDEND 2005. | | | | For | | For | | | | Mgmt |
| | 3 | | APPROVAL TO RELEASE THE MEMBERS OF THE EXECUTIVE BOARD FROM LIABILITY FOR THEIR DUTIES. | | | | For | | For | | | | Mgmt |
| | 4 | | APPROVAL TO RELEASE THE MEMBERS OF THE SUPERVISORY BOARD FROM LIABILITY FOR THEIR DUTIES. | | | | For | | For | | | | Mgmt |
| | 5 | | Ratify Auditors | | | | For | | For | | | | Mgmt |
| | 6 | | APPROVAL TO AMEND THE ARTICLES OF INCORPORATION OF THE COMPANY. | | | | For | | For | | | | Mgmt |
| | 7 | | APPROVAL TO EXTEND THE TERM OF THE REMUNERATION POLICY FOR THE EXECUTIVE BOARD. | | | | For | | For | | | | Mgmt |
| | 8 | | APPROVAL TO RE-APPOINT MR. J.G. VAN DER WERF TO THE EXECUTIVE BOARD. | | | | For | | For | | | | Mgmt |
| | 9 | | APPROVAL TO APPOINT MR. C.M. SOBEL TO THE SUPERVISORY BOARD. | | | | For | | For | | | | Mgmt |
| | 10 | | APPROVAL TO RE-APPOINT MR. K.J. STORM TO THE SUPERVISORY BOARD. | | | | For | | For | | | | Mgmt |
| | 11 | | APPROVAL TO GRANT AUTHORIZATION TO ISSUE COMMON SHARES OF THE COMPANY. | | | | For | | For | | | | Mgmt |
| | 12 | | APPROVAL TO GRANT AUTHORIZATION TO RESTRICT OR EXCLUDE PRE-EMPTIVE RIGHTS UPON ISSUING COMMON SHARES OF THE COMPANY. | | | | For | | For | | | | Mgmt |
| | 13 | | APPROVAL TO GRANT AUTHORIZATION TO ISSUE COMMON SHARES OF THE COMPANY UNDER INCENTIVE PLANS. | | | | For | | For | | | | Mgmt |
| | 14 | | APPROVAL TO GRANT AUTHORIZATION TO ACQUIRE SHARES OF THE COMPANY. | | | | For | | For | | | | Mgmt |
| | | | | | |
04/27/06 - A | | Alumina Ltd (formerly Wmc Limited) *AWC* | | 022205108 | | | | | | 03/20/06 | | |
| | | | Meeting for Holders of ADRs | | | | | | | | | | |
| | 1 | | REMUNERATION REPORT: TO CONSIDER AND, IF THOUGHT FIT, TO PASS THE FOLLOWING RESOLUTION AS AN ORDINARY RESOLUTION: THAT, THE REMUNERATION REPORT FOR THE YEAR ENDED 31 DECEMBER 2005 BE ADOPTED .. | | | | For | | For | | | | Mgmt |
| | 2 | | RE-ELECTION OF DIRECTOR: TO RE-ELECT MR D M MORLEY AS A DIRECTOR. MR MORLEY RETIRES IN ACCORDANCE WITH THE COMPANY S CONSTITUTION. BEING ELIGIBLE, MR MORLEY OFFERS HIMSELF FOR RE-ELECTION. | | | | For | | For | | | | Mgmt |
| | | | | | |
04/10/06 - S | | Anglogold Ashanti Ltd. | | 035128206 | | | | | | 03/24/06 | | |
| | | | Meeting for Holders of ADRs | | | | | | | | | | |
| | 1 | | RESOLVED AS AN ORDINARY RESOLUTION AND AS A SPECIFIC AUTHORITY TO ISSUE SECURITIES FOR CASH IN TERMS OF THE LISTINGS REQUIREMENTS OF THE JSE LIMITED ( JSE ), ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. | | | | For | | For | | | | Mgmt |
| | 2 | | DIRECTORS AUTHORITY TO ALLOT AND ISSUE SHARES FOR CASH SUBJECT TO SPECIFIC AUTHORITY, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. | | | | For | | For | | | | Mgmt |
| | | | | | |
05/05/06 - A | | Anglogold Ashanti Ltd. | | 035128206 | | | | | | 04/05/06 | | |
| | | | Meeting for Holders of ADRs | | | | | | | | | | |
| | 1 | | ORDINARY RESOLUTION NO. 1 ADOPTION OF FINANCIAL STATEMENTS | | | | For | | For | | | | Mgmt |
| | 2 | | Elect Directors | | | | For | | Split | | | | Mgmt |
| | 2.1 | | Elect Director Mr Fb Arisman — For | | | | | | | | | | |
| | 2.2 | | Elect Director Mrs E Le R Bradley — For | | | | | | | | | | |
| | 2.3 | | Elect Director Mr Rp Edey — For | | | | | | | | | | |
| | 2.4 | | Elect Director Mr Rm Godsell — For | | | | | | | | | | |
| | 2.5 | | Elect Director Dr Tj Motlatsi — Withhold | | | | | | | | | | |
| | 2.6 | | Elect Director Mr Re Bannerman — For | | | | | | | | | | |
| | 2.7 | | Elect Director Mr R Carvalho Silva — For | | | | | | | | | | |
| | 2.8 | | Elect Director Mr R Medori — For | | | | | | | | | | |
| | 2.9 | | Elect Director Mr Nf Nicolau — For | | | | | | | | | | |
| | 2.10 | | Elect Director Mr S Venkatakrishnan — For | | | | | | | | | | |
| | 3 | | ORDINARY RESOLUTION NO. 12 PLACEMENT OF UNISSUED SHARES UNDER THE CONTROL OF THE DIRECTORS | | | | For | | For | | | | Mgmt |
| | 4 | | ORDINARY RESOLUTION NO. 13 AUTHORITY TO ISSUE SHARES FOR CASH | | | | For | | For | | | | Mgmt |
| | 5 | | ORDINARY RESOLUTION NO. 14 APPROVAL OF REMUNERATION OF THE COMPANY S PRESIDENT AS NON-EXECUTIVE DIRECTOR | | | | For | | For | | | | Mgmt |
| | 6 | | SPECIAL RESOLUTION NO. 1 AUTHORITY TO ACQUIRE THE COMPANY S OWN SHARES | | | | For | | For | | | | Mgmt |
| | | | | | |
05/04/06 - A/S | | Barrick Gold Corp. *ABX.* | | 067901108 | | | | | | 03/16/06 | | |
| | | | Meeting For Common and Exchangeable Shareholders | | | | | | | | | | |
| | 1 | | Elect Directors | | | | For | | For | | | | Mgmt |
| | 2 | | Approve PricewaterhouseCoopers LLP as Auditors and Authorize Board to Fix Remuneration of Auditors | | | | For | | For | | | | Mgmt |
| | 3 | | Approve Continuance and Arrangement of the Corporation | | | | For | | For | | | | Mgmt |
| | | | | | |
05/30/06 - A | | Chunghwa Telecom Co. Ltd. | | 17133Q205 | | | | | | 04/21/06 | | |
| | | | Meeting for Holders of ADRs | | | | | | | | | | |
| | 1 | | THE COMPANY S OPERATION REPORTS FOR 2005. | | | | None | | Abstain | | | | Mgmt |
| | 2 | | THE SUPERVISORS AUDIT REPORTS ON THE COMPANY S FINANCIAL STATEMENTS FOR 2005. | | | | None | | Abstain | | | | Mgmt |
| | 3 | | THE COMPANY S FINANCIAL STATEMENTS FOR 2004 APPROVED BY THE MINISTRY OF AUDIT OF THE REPUBLIC OF CHINA. | | | | None | | Abstain | | | | Mgmt |
| | 4 | | THE COMPANY S IMPLEMENTATION OF ITS SHARE REPURCHASE PROGRAM. | | | | None | | Abstain | | | | Mgmt |
| | 5 | | THE COMPANY S AMENDMENT TO ITS CODE OF ETHICS. | | | | None | | Abstain | | | | Mgmt |
| | 6 | | THE COMPANY S ISSUANCE OF PREFERRED SHARES BASED ON ARTICLE 12 OF THE TELECOMMUNICATIONS ACT. | | | | None | | Abstain | | | | Mgmt |
| | 7 | | THE COMPANY S OPERATION REPORTS AND FINANCIAL STATEMENTS FOR YEAR 2005. | | | | For | | For | | | | Mgmt |
| | 8 | | THE COMPANY S DISTRIBUTION OF EARNINGS FOR YEAR 2005. | | | | For | | For | | | | Mgmt |
| | 9 | | AMENDMENT TO THE ORDINANCE OF THE COMPANY S ANNUAL GENERAL MEETING. | | | | For | | For | | | | Mgmt |
| | 10 | | PROPOSAL TO INCREASE THE COMPANY S CAPITAL THROUGH EARNINGS. | | | | For | | For | | | | Mgmt |
| | 11 | | AMENDMENT TO THE COMPANY S ARTICLES OF INCORPORATION. | | | | For | | For | | | | Mgmt |
| | 12 | | AMENDMENT TO THE COMPANY S PROCEDURES FOR ACQUISITIONS OR DISPOSITION OF ASSETS. | | | | For | | For | | | | Mgmt |
| | 13 | | PROPOSAL TO DISBURSE REMUNERATIONS TO THE COMPANY S DIRECTORS AND SUPERVISORS. | | | | For | | For | | | | Mgmt |
| | 14 | | Other Business | | | | None | | Against | | | | Mgmt |
| | | | | | |
03/30/06 - A | | EDP-Energias de Portugal (frmlyEdp-Electricidade De Portugal) | | 268353109 | | | | | | 03/07/06 | | |
| | | | Meeting for Holders of ADRs | | | | | | | | | | |
| | 1 | | APPROVAL OF ALLOCATION OF PROFITS, AS SET FORTH IN THE COMPANY S NOTICE OF MEETING ENCLOSED HEREWITH. | | | | For | | For | | | | Mgmt |
| | 2 | | APPROVAL OF THE AUTHORIZATION TO THE BOARD OF DIRECTORS OF EDP AND ITS SUBSIDIARIES TO PURCHASE AND SELL SHARES OF THE COMPANY. | | | | For | | For | | | | Mgmt |
| | 3 | | APPROVAL OF THE AUTHORIZATION TO THE BOARD OF DIRECTORS OF EDP AND ITS SUBSIDIARIES TO PURCHASE AND SELL BONDS OF THE COMPANY. | | | | For | | For | | | | Mgmt |
| | 4 | | RATIFICATION OF THE CO-OPTION OF A BOARD MEMBER. | | | | For | | Against | | | | Mgmt |
| | 5 | | APPROVAL OF THE PROPOSAL OF THE BOARD OF DIRECTORS, AS SET FORTH IN THE COMPANY S NOTICE OF MEETING ENCLOSED HEREWITH. | | | | For | | For | | | | Mgmt |
| | 6 | | APPROVAL OF THE PROPOSAL OF PARPUBLICA, AS SET FORTH IN THE COMPANY S MEETING ENCLOSED HEREWITH. | | | | None | | Against | | | | ShrHoldr |
| | 7 | | APPROVAL OF THE PROPOSAL OF BCP, FUNDO DE PENSOES BCP, GRUPO JOSE DE MELLO AND BALTIC, AS SET FORTH IN THE COMPANY S NOTICE OF MEETING ENCLOSED HEREWITH. | | | | None | | Against | | | | ShrHoldr |
| | 8 | | APPROVAL OF THE THREE-YEAR MANDATE. | | | | None | | Against | | | | ShrHoldr |
| | | | | | |
10/19/05 - A | | Impala Platinum Holdings Ltd. | | 452553308 | | | | | | 09/14/05 | | |
| | 1 | | TO RE-ELECT THE FOLLOWING DIRECTORS: DH BROWN, MV MENNELL, TV MOKGATLHA, LJ PATON. | | | | For | | For | | | | Mgmt |
| | 2 | | TO DETERMINE THE REMUNERATION OF THE DIRECTORS. | | | | For | | For | | | | Mgmt |
| | 3 | | AUTHORITY TO PLACE UNISSUED SHARES UNDER THE CONTROL OF THE DIRECTORS. | | | | For | | For | | | | Mgmt |
| | 4 | | SPECIAL RESOLUTION: TO AUTHORIZE THE RE-PURCHASE OF SHARES. | | | | For | | For | | | | Mgmt |
| | 5 | | SPECIAL RESOLUTION: AMENDMENT TO ARTICLES OF ASSOCIATION. | | | | For | | For | | | | Mgmt |
| | | | | | |
05/12/06 - A/S | | Ivanhoe Mines Ltd. *IVN.* | | 46579N103 | | | | | | 03/24/06 | | |
| | 1 | | Elect Directors | | | | For | | For | | | | Mgmt |
| | 2 | | Approve Deloitte & Touche LLP as Auditors and Authorize Board to Fix Remuneration of Auditors | | | | For | | For | | | | Mgmt |
| | 3 | | Amend Equity Incentive Plan | | | | For | | Against | | | | Mgmt |
| | | | | | |
03/30/06 - S | | Kirin Brewery Co. *2503* | | 497350306 | | | | | | 12/29/05 | | |
| | | | Meeting for Holders of ADRs | | | | | | | | | | |
| | 1 | | APPROVAL OF THE PROPOSED APPROPRIATION OF UNAPPROPRIATED RETAINED EARNINGS FOR THE 167TH BUSINESS TERM. | | | | For | | For | | | | Mgmt |
| | 2 | | PARTIAL AMENDMENTS TO THE ARTICLES OF INCORPORATION. THIS PROPOSITION IS OUTLINED IN THE INFORMATION RELATING TO THE EXERCISE OF VOTING RIGHTS DESCRIBED IN THE ENCLOSED DOCUMENT (PP. 51 TO 60). | | | | For | | For | | | | Mgmt |
| | 3 | | Elect Directors | | | | For | | For | | | | Mgmt |
| | 4 | | ELECTION OF 1 STATUTORY AUDITOR. | | | | For | | For | | | | Mgmt |
| | 5 | | REVISION OF REMUNERATION FOR STATUTORY AUDITORS. | | | | For | | For | | | | Mgmt |
| | 6 | | PRESENTATION OF RETIREMENT PAYMENTS TO RETIRING DIRECTORS. | | | | For | | For | | | | Mgmt |
| | | | | | |
08/19/05 - S | | KT Corp (formerly Korea Telecom Corporation) | | 48268K101 | | | | | | 06/30/05 | | |
| | | | Meeting for Holders of ADRs | | | | | | | | | | |
| | 1 | | ELECTION OF MR. JOONG SOO NAM AS PRESIDENT, AS SET FORTH IN THE COMPANY S NOTICE OF MEETING ENCLOSED HEREWITH. | | | | For | | For | | | | Mgmt |
| | 2 | | AMENDMENT OF ARTICLES OF INCORPORATION, AS SET FORTH IN THE COMPANY S NOTICE OF MEETING ENCLOSED HEREWITH. | | | | For | | For | | | | Mgmt |
| | 3 | | ELECTION OF MR. KOOK HYUN MOON AS DIRECTOR, AS SET FORTH IN THE COMPANY S NOTICE OF MEETING ENCLOSED HEREWITH. | | | | For | | For | | | | Mgmt |
| | 4 | | APPROVAL OF MANAGEMENT CONTRACT, AS SET FORTH IN THE COMPANY S NOTICE OF MEETING ENCLOSED HEREWITH. | | | | For | | For | | | | Mgmt |
| | | | | | |
03/10/06 - A | | KT Corp (formerly Korea Telecom Corporation) | | 48268K101 | | | | | | 12/30/05 | | |
| | | | Meeting for Holders of ADRs | | | | | | | | | | |
| | 1 | | APPROVAL OF BALANCE SHEET, INCOME STATEMENT AND STATEMENT OF APPROPRIATION OF RETAINED EARNINGS FOR THE 24TH FISCAL YEAR, AS SET FORTH IN THE COMPANY S NOTICE OF MEETING ENCLOSED HEREWITH. | | | | For | | For | | | | Mgmt |
| | 2 | | APPROVAL OF THE AMENDMENT OF ARTICLES OF INCORPORATION, AS SET FORTH IN THE COMPANY S NOTICE OF MEETING ENCLOSED HEREWITH. | | | | For | | For | | | | Mgmt |
| | 3 | | ELECTION OF MEMBERS OF AUDIT COMMITTEE: KIM, DO HWAN (NOMINATED BY OUTSIDE DIRECTOR NOMINATING COMMITTEE). | | | | For | | For | | | | Mgmt |
| | 4 | | ELECTION OF MEMBERS OF AUDIT COMMITTEE: YOON, JONG KYOO (NOMINATED BY OUTSIDE DIRECTOR NOMINATING COMMITTEE). | | | | For | | For | | | | Mgmt |
| | 5 | | ELECTION OF MEMBERS OF AUDIT COMMITTEE: SONG, DUCK YONG (SHAREHOLDER PROPOSAL PRACTICALLY INITIATED BY LABOR UNION OF KT) | | | | Against | | Against | | | | ShrHoldr |
| | 6 | | ELECTION OF DIRECTORS, AS SET FORTH IN COMPANY S NOTICE OF MEETING ENCLOSED HEREWITH. | | | | For | | For | | | | Mgmt |
| | 7 | | APPROVAL OF LIMIT ON REMUNERATION OF DIRECTOR, AS SET FORTH IN THE COMPANY S NOTICE OF MEETING ENCLOSED HEREWITH. | | | | For | | For | | | | Mgmt |
| | | | | | |
06/23/06 - A | | Kyocera Corp. *6971* | | 501556203 | | | | | | 03/31/06 | | |
| | | | Meeting for Holders of ADRs | | | | | | | | | | |
| | 1 | | APPROVAL OF THE PROPOSED APPROPRIATION OF RETAINED EARNINGS FOR THE YEAR ENDED MARCH 31, 2006. | | | | For | | For | | | | Mgmt |
| | 2 | | APPROVAL OF THE AMENDMENTS TO THE ARTICLES OF INCORPORATION. | | | | For | | For | | | | Mgmt |
| | | | | | |
04/24/06 - A | | Lihir Gold Limited *LHG* | | 532349107 | | | | | | 03/17/06 | | |
| | | | Meeting for Holders of ADRs | | | | | | | | | | |
| | 1 | | RE-ELECTION OF MR BRUCE BROOK | | | | For | | For | | | | Mgmt |
| | 2 | | RE-ELECTION OF DR ROSS GARNAUT | | | | For | | For | | | | Mgmt |
| | 3 | | RE-ELECTION OF MR JOHN O REILLY | | | | For | | For | | | | Mgmt |
| | 4 | | Ratify Auditors | | | | For | | For | | | | Mgmt |
| | 5 | | APPROVAL OF LIHIR SENIOR EXECUTIVE SHARE PLAN | | | | For | | For | | | | Mgmt |
| | 6 | | AWARD OF SHARE RIGHTS TO THE MANAGING DIRECTOR | | | | For | | For | | | | Mgmt |
| | 7 | | INCREASE FEE LIMIT FOR NON-EXECUTIVE DIRECTORS | | | | For | | For | | | | Mgmt |
| | | | | | |
05/02/06 - A | | Magna International Inc. *MG.A* | | 559222401 | | | | | | 03/21/06 | | |
| | | | Meeting For Common and Preferred Shareholders | | | | | | | | | | |
| | 1 | | Elect Directors | | | | For | | Withhold | | | | Mgmt |
| | 2 | | Approve Ernst & Young LLP as Auditors and Authorize Board to Fix Remuneration of Auditors | | | | For | | For | | | | Mgmt |
| | | | | | |
06/28/06 - A | | Nippon Telegraph & Telephone Corp. *9432* | | 654624105 | | | | | | 03/30/06 | | |
| | | | Meeting for Holders of ADRs | | | | | | | | | | |
| | 1 | | APPROVAL OF PROPOSED APPROPRIATION OF UNAPPROPRIATED RETAINED EARNINGS FOR THE 21ST FISCAL YEAR ENDED MARCH 31, 2006. | | | | For | | For | | | | Mgmt |
| | 2 | | PARTIAL AMENDMENT OF THE ARTICLES OF INCORPORATION. | | | | For | | For | | | | Mgmt |
| | 3 | | Elect Directors | | | | For | | For | | | | Mgmt |
| | 4 | | ELECT SUSUMU FUKUZAWA AS CORPORATE AUDITOR | | | | For | | For | | | | Mgmt |
| | 5 | | ELECT SHIGERU IWAMOTO AS CORPORATE AUDITOR | | | | For | | Against | | | | Mgmt |
| | 6 | | ELECTION OF ACCOUNTING AUDITOR. | | | | For | | Against | | | | Mgmt |
| | 7 | | AWARD OF RETIREMENT ALLOWANCE FOR RETIRING DIRECTOR AND CORPORATE AUDITORS AND ONE-TIME DISCONTINUATION PAYMENT IN THE WAKE OF THE ABOLITION OF THE RETIREMENT ALLOWANCE SYSTEM. | | | | For | | Against | | | | Mgmt |
| | 8 | | REVISION OF REMUNERATION FOR DIRECTORS AND CORPORATE AUDITORS. | | | | For | | For | | | | Mgmt |
| | | | | | |
05/16/06 - A | | Royal Dutch Shell PLC | | 780259107 | | | | | | 03/30/06 | | |
| | | | Meeting for Holders of ADRs | | | | | | | | | | |
| | 1 | | ADOPTION OF ANNUAL REPORT AND ACCOUNTS | | | | For | | For | | | | Mgmt |
| | 2 | | APPROVAL OF REMUNERATION REPORT | | | | For | | For | | | | Mgmt |
| | 3 | | Elect Directors | | | | For | | For | | | | Mgmt |
| | 4 | | Ratify Auditors | | | | For | | For | | | | Mgmt |
| | 5 | | REMUNERATION OF AUDITORS | | | | For | | For | | | | Mgmt |
| | 6 | | AUTHORITY TO ALLOT SHARES | | | | For | | For | | | | Mgmt |
| | 7 | | DISAPPLICATION OF PRE-EMPTION RIGHTS | | | | For | | For | | | | Mgmt |
| | 8 | | AUTHORITY TO PURCHASE OWN SHARES | | | | For | | For | | | | Mgmt |
| | 9 | | AUTHORITY FOR CERTAIN DONATIONS AND EXPENDITURE | | | | For | | For | | | | Mgmt |
| | 10 | | SHAREHOLDER RESOLUTION | | | | Against | | Against | | | | ShrHoldr |
| | | | | | |
06/29/06 - A | | Shiseido Co. Ltd. *4911* | | 824841407 | | | | | | 03/30/06 | | |
| | | | Meeting for Holders of ADRs | | | | | | | | | | |
| | 1 | | APPROVAL OF THE PROPOSED APPROPRIATION OF RETAINED EARNINGS FOR THE 106TH BUSINESS TERM | | | | For | | For | | | | Mgmt |
| | 2 | | AMENDMENT TO A PART OF THE ARTICLES OF INCORPORATION (1) | | | | For | | For | | | | Mgmt |
| | 3 | | AMENDMENT TO A PART OF THE ARTICLES OF INCORPORATION (2) | | | | For | | For | | | | Mgmt |
| | 4 | | ELECTION OF DIRECTOR: SHINZO MAEDA | | | | For | | For | | | | Mgmt |
| | 5 | | ELECTION OF DIRECTOR: SEIJI NISHIMORI | | | | For | | For | | | | Mgmt |
| | 6 | | ELECTION OF DIRECTOR: TOSHIMITSU KOBAYASHI | | | | For | | For | | | | Mgmt |
| | 7 | | ELECTION OF DIRECTOR: YASUHIKO HARADA | | | | For | | For | | | | Mgmt |
| | 8 | | ELECTION OF DIRECTOR: MASAAKI KOMATSU | | | | For | | For | | | | Mgmt |
| | 9 | | ELECTION OF DIRECTOR: KIMIE IWATA | | | | For | | For | | | | Mgmt |
| | 10 | | ELECTION OF DIRECTOR: KIYOSHI KAWASAKI | | | | For | | For | | | | Mgmt |
| | 11 | | ELECTION OF DIRECTOR: SHOICHIRO IWATA | | | | For | | For | | | | Mgmt |
| | 12 | | ELECTION OF DIRECTOR: TATSUO UEMURA | | | | For | | For | | | | Mgmt |
| | 13 | | ELECTION OF ONE (1) CORPORATE AUDITOR (KIYOHARU IKOMA) | | | | For | | For | | | | Mgmt |
| | 14 | | ELECTION OF ACCOUNTING AUDITORS | | | | For | | For | | | | Mgmt |
| | 15 | | GRATIS ALLOTMENT OF STOCK ACQUISITION RIGHTS FOR TAKEOVER DEFENSE MEASURES | | | | For | | For | | | | Mgmt |
| | 16 | | APPROVAL OF ISSUANCE OF STOCK ACQUISITION RIGHTS AS STOCK OPTIONS AS EXECUTIVE COMPENSATION-TYPE STOCK OPTIONS | | | | For | | For | | | | Mgmt |
| | | | | | |
03/21/06 - A | | Stora Enso Oyj (Formerly Enso Oy) | | 86210M106 | | | | | | 01/31/06 | | |
| | | | Meeting for Holders of ADRs | | | | | | | | | | |
| | 1 | | ADOPTION OF THE INCOME STATEMENT AND BALANCE SHEET OF THE PARENT COMPANY AND THE CONSOLIDATED INCOME STATEMENT AND BALANCE SHEET. (PLEASE VOTE FOR OR ABSTAIN ONLY) | | | | For | | For | | | | Mgmt |
| | 2 | | DISPOSAL OF THE YEAR S PROFIT AND DISTRIBUTION OF DIVIDEND OF EURO 0.45. (PLEASE VOTE FOR OR ABSTAIN ONLY) | | | | For | | For | | | | Mgmt |
| | 3 | | RESOLUTION CONCERNING DISCHARGE OF THE MEMBERS OF THE BOARD OF DIRECTORS AND THE MANAGING DIRECTOR FROM LIABILITY. | | | | For | | For | | | | Mgmt |
| | 4 | | NUMBER OF THE MEMBERS OF THE BOARD OF DIRECTORS (10). (PLEASE VOTE FOR OR ABSTAIN ONLY) | | | | For | | For | | | | Mgmt |
| | 5 | | NUMBER OF AUDITORS (1). (PLEASE VOTE FOR OR ABSTAIN ONLY) | | | | For | | For | | | | Mgmt |
| | 6 | | REMUNERATION FOR THE MEMBERS OF THE BOARD OF DIRECTORS. (PLEASE VOTE FOR OR ABSTAIN ONLY) | | | | For | | For | | | | Mgmt |
| | 7 | | REMUNERATION FOR THE AUDITORS. (PLEASE VOTE FOR OR ABSTAIN ONLY) | | | | For | | For | | | | Mgmt |
| | 8 | | ELECTION OF THE MEMBERS OF THE BOARD OF DIRECTORS. (PLEASE VOTE FOR OR ABSTAIN ONLY) | | | | For | | For | | | | Mgmt |
| | 9 | | ELECTION OF AUDITORS. (PLEASE VOTE FOR OR ABSTAIN ONLY) | | | | For | | For | | | | Mgmt |
| | 10 | | APPOINTMENT OF NOMINATION COMMITTEE. | | | | For | | Against | | | | Mgmt |
| | 11 | | A PROPOSAL BY THE BOARD OF DIRECTORS TO REDUCE THE REGISTERED SHARE CAPITAL OF THE COMPANY THROUGH THE CANCELLATION OF SHARES IN THE COMPANY HELD BY THE SAME. | | | | For | | For | | | | Mgmt |
| | 12 | | A PROPOSAL BY THE BOARD OF DIRECTORS TO AUTHORISE THE BOARD OF DIRECTORS TO REPURCHASE SHARES IN THE COMPANY. | | | | For | | For | | | | Mgmt |
| | 13 | | A PROPOSAL BY THE BOARD OF DIRECTORS TO AUTHORISE THE BOARD OF DIRECTORS TO DISPOSE OF SHARES IN THE COMPANY HELD BY THE SAME. | | | | For | | For | | | | Mgmt |
| | 14 | | A PROPOSAL BY THE SHAREHOLDERS MATTI LIIMATAINEN AND ANNINA KAPPI. | | | | None | | Against | | | | ShrHoldr |
| | | | | | |
04/26/06 - A | | Suncor Energy Inc *SU.* | | 867229106 | | | | | | 02/27/06 | | |
| | 1 | | Elect Directors | | | | For | | Split | | | | Mgmt |
| | 1.1 | | Elect Director Mel E. Benson — For | | | | | | | | | | |
| | 1.2 | | Elect Director Brian A. Canfield — For | | | | | | | | | | |
| | 1.3 | | Elect Director Bryan P. Davies — For | | | | | | | | | | |
| | 1.4 | | Elect Director Brian A. Felesky — For | | | | | | | | | | |
| | 1.5 | | Elect Director John T. Ferguson — For | | | | | | | | | | |
| | 1.6 | | Elect Director W. Douglas Ford — For | | | | | | | | | | |
| | 1.7 | | Elect Director Richard L. George — For | | | | | | | | | | |
| | 1.8 | | Elect Director John R. Huff — For | | | | | | | | | | |
| | 1.9 | | Elect Director M. Ann McCaig — For | | | | | | | | | | |
| | 1.10 | | Elect Director Michael W. O’Brien — Withhold | | | | | | | | | | |
| | 1.11 | | Elect Director JR Shaw — For | | | | | | | | | | |
| | 1.12 | | Elect Director Eira M. Thomas — For | | | | | | | | | | |
| | 2 | | Ratify PricewaterhouseCoopers as Auditors | | | | For | | For | | | | Mgmt |
| | | | | | |
04/20/06 - A | | TNT N.V. | | 87260W101 | | | | | | 03/03/06 | | |
| | | | Meeting for Holders of ADRs | | | | | | | | | | |
| | 1 | | APPROVAL OF THE ADOPTION OF THE 2005 FINANCIAL STATEMENTS. | | | | For | | | | | | Mgmt |
| | 2 | | DETERMINATION AND DISTRIBUTION OF DIVIDENDS. | | | | For | | | | | | Mgmt |
| | 3 | | APPROVAL OF THE RELEASE FROM LIABILITY OF THE MEMBERS OF THE BOARD OF MANAGEMENT. | | | | For | | | | | | Mgmt |
| | 4 | | APPROVAL OF THE RELEASE FROM LIABILITY OF THE MEMBERS OF THE SUPERVISORY BOARD. | | | | For | | | | | | Mgmt |
| | 5 | | APPROVAL OF THE ADOPTION OF THE REMUNERATION POLICY FOR THE BOARD OF MANAGEMENT. | | | | For | | | | | | Mgmt |
| | 6 | | APPROVAL OF THE PROPOSAL TO APPOINT THE PERSON NOMINATED BY THE SUPERVISORY BOARD: MR. STOMBERG | | | | For | | | | | | Mgmt |
| | 7 | | APPROVAL OF THE PROPOSAL TO APPOINT THE PERSON NOMINATED BY THE SUPERVISORY BOARD: MR. COCHRANE | | | | For | | | | | | Mgmt |
| | 8 | | APPROVAL OF THE PROPOSAL TO APPOINT THE PERSON NOMINATED BY THE SUPERVISORY BOARD: MR. KING | | | | For | | | | | | Mgmt |
| | 9 | | APPROVAL OF THE EXTENSION OF THE AUTHORITY OF THE BOARD OF MANAGEMENT TO ISSUE SHARES. | | | | For | | | | | | Mgmt |
| | 10 | | APPROVAL OF THE AUTHORISATION OF THE BOARD OF MANAGEMENT TO HAVE THE COMPANY ACQUIRE ITS OWN SHARES. | | | | For | | | | | | Mgmt |
| | 11 | | APPROVAL OF THE REDUCTION OF THE ISSUED CAPITAL BY THE CANCELLATION OF SHARES. | | | | For | | | | | | Mgmt |
| | | | |
| | | | Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. | | | | |
| | | | | | |
05/22/06 - A | | Tomkins Plc | | 890030208 | | | | | | 04/12/06 | | |
| | | | Meeting for Holders of ADRs | | | | | | | | | | |
| | 1 | | RECEIVE THE DIRECTORS REPORT AND FINANCIAL STATEMENTS | | | | For | | For | | | | Mgmt |
| | 2 | | APPROVE THE REMUNERATION COMMITTEE REPORT | | | | For | | For | | | | Mgmt |
| | 3 | | DECLARE A DIVIDEND | | | | For | | For | | | | Mgmt |
| | 4 | | RE-APPOINT MR. R.D. GILLINGWATER | | | | For | | For | | | | Mgmt |
| | 5 | | RE-APPOINT MR. D.D.S. ROBERTSON | | | | For | | For | | | | Mgmt |
| | 6 | | RE-APPOINT MR. D.H. RICHARDSON | | | | For | | For | | | | Mgmt |
| | 7 | | RE-APPOINT MR. K. LEVER | | | | For | | For | | | | Mgmt |
| | 8 | | Ratify Auditors | | | | For | | For | | | | Mgmt |
| | 9 | | AUTHORISE THE DIRECTORS TO DETERMINE THE INDEPENDENT AUDITORS REMUNERATION | | | | For | | For | | | | Mgmt |
| | 10 | | AUTHORISE ALLOTMENT OF RELEVANT SECURITIES | | | | For | | For | | | | Mgmt |
| | 11 | | AUTHORISE DISAPPLICATION OF PRE-EMPTION RIGHTS | | | | For | | For | | | | Mgmt |
| | 12 | | AUTHORISE PURCHASE OF OWN SHARES | | | | For | | For | | | | Mgmt |
| | 13 | | APPROVE THE TOMKINS 2006 PERFORMANCE SHARE PLAN | | | | For | | For | | | | Mgmt |
| | | | | | | | | | | | | | |
Mtg Date/Type | | Company/ Ballot Issues | | Security | | Mgmt Rec | | Vote Cast | | Record Date | | Prpnent |
04/25/06 - A | | Anglo American PLC (formerly Anglo Ame. Corp. of S. Africa L | | G03764100 | | | | | | None | | |
| | 1 | | Accept Financial Statements and Statutory Reports | | | | For | | For | | | | Mgmt |
| | 2 | | Approve Final Dividend of USD 0.95 Per Ordinary Share | | | | For | | For | | | | Mgmt |
| | 3 | | Elect Peter Woicke as Director | | | | For | | For | | | | Mgmt |
| | 4 | | Elect Mamphela Ramphele as Director | | | | For | | For | | | | Mgmt |
| | 5 | | Re-elect David Challen as Director | | | | For | | For | | | | Mgmt |
| | 6 | | Re-elect Fred Phaswana as Director | | | | For | | For | | | | Mgmt |
| | 7 | | Re-elect Sir Mark Moody-Stuart as Director | | | | For | | For | | | | Mgmt |
| | 8 | | Reappoint Deloitte & Touche LLP as Auditors of the Company | | | | For | | For | | | | Mgmt |
| | 9 | | Authorize Board to Fix Remuneration of Auditors | | | | For | | For | | | | Mgmt |
| | 10 | | Approve Remuneration Report | | | | For | | For | | | | Mgmt |
| | 11 | | Authorise Issue of Equity or Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of USD 248,750,000 | | | | For | | For | | | | Mgmt |
| | 12 | | Authorise Issue of Equity or Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of USD 37,250,000 | | | | For | | For | | | | Mgmt |
| | 13 | | Authorise 149,000,000 Ordinary Shares for Market Purchase | | | | For | | For | | | | Mgmt |
| | 14 | | Amend Articles of Association Re: Board Composition | | | | For | | For | | | | Mgmt |
| | | | | | |
06/08/06 - A | | Apex Silver Mines Ltd *SIL* | | G04074103 | | | | | | 04/20/06 | | |
| | | | Meeting for Holders of ADRs | | | | | | | | | | |
| | 1 | | Elect Directors | | | | For | | For | | | | Mgmt |
| | 2 | | RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT ACCOUNTANTS. | | | | For | | For | | | | Mgmt |
| | | | | | |
05/30/06 - A | | Chunghwa Telecom Co. Ltd. | | 17133Q205 | | | | | | 04/21/06 | | |
| | | | Meeting for Holders of ADRs | | | | | | | | | | |
| | 1 | | THE COMPANY S OPERATION REPORTS FOR 2005. | | | | None | | Abstain | | | | Mgmt |
| | 2 | | THE SUPERVISORS AUDIT REPORTS ON THE COMPANY S FINANCIAL STATEMENTS FOR 2005. | | | | None | | Abstain | | | | Mgmt |
| | 3 | | THE COMPANY S FINANCIAL STATEMENTS FOR 2004 APPROVED BY THE MINISTRY OF AUDIT OF THE REPUBLIC OF CHINA. | | | | None | | Abstain | | | | Mgmt |
| | 4 | | THE COMPANY S IMPLEMENTATION OF ITS SHARE REPURCHASE PROGRAM. | | | | None | | Abstain | | | | Mgmt |
| | 5 | | THE COMPANY S AMENDMENT TO ITS CODE OF ETHICS. | | | | None | | Abstain | | | | Mgmt |
| | 6 | | THE COMPANY S ISSUANCE OF PREFERRED SHARES BASED ON ARTICLE 12 OF THE TELECOMMUNICATIONS ACT. | | | | None | | Abstain | | | | Mgmt |
| | 7 | | THE COMPANY S OPERATION REPORTS AND FINANCIAL STATEMENTS FOR YEAR 2005. | | | | For | | For | | | | Mgmt |
| | 8 | | THE COMPANY S DISTRIBUTION OF EARNINGS FOR YEAR 2005. | | | | For | | For | | | | Mgmt |
| | 9 | | AMENDMENT TO THE ORDINANCE OF THE COMPANY S ANNUAL GENERAL MEETING. | | | | For | | For | | | | Mgmt |
| | 10 | | PROPOSAL TO INCREASE THE COMPANY S CAPITAL THROUGH EARNINGS. | | | | For | | For | | | | Mgmt |
| | 11 | | AMENDMENT TO THE COMPANY S ARTICLES OF INCORPORATION. | | | | For | | For | | | | Mgmt |
| | 12 | | AMENDMENT TO THE COMPANY S PROCEDURES FOR ACQUISITIONS OR DISPOSITION OF ASSETS. | | | | For | | For | | | | Mgmt |
| | 13 | | PROPOSAL TO DISBURSE REMUNERATIONS TO THE COMPANY S DIRECTORS AND SUPERVISORS. | | | | For | | For | | | | Mgmt |
| | 14 | | Other Business | | | | None | | Against | | | | Mgmt |
| | | | | | |
05/18/06 - A | | GENCO SHIPPING & TRADING LTD *GSTL* | | Y2685T107 | | | | | | 04/18/06 | | |
| | | | Meeting for Holders of ADRs | | | | | | | | | | |
| | 1 | | Elect Directors | | | | For | | For | | | | Mgmt |
| | 2 | | RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS | | | | For | | For | | | | Mgmt |
| | 3 | | APPROVAL OF AN AMENDMENT TO THE CORPORATION S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION LIMITING THE LIABILITY OF THE COMPANY S DIRECTORS | | | | For | | For | | | | Mgmt |
| | 4 | | APPROVAL OF AN AMENDMENT TO THE CORPORATION S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION PERMITTING THE BOARD OF DIRECTORS TO DESIGNATE THE CLASS OF A DIRECTOR WHO IS APPOINTED TO A VACANCY CREATED BY THE BOARD OF DIRECTOR S INCREASE OF THE NUMBER | | | | For | | Against | | | | Mgmt |
| | | | | | |
04/24/06 - A | | * Lihir Gold Limited *LHG* | | Y5285N149 | | | | | | 04/22/06 | | |
| | 1 | | Receive the Financial Statements of the Company and the Reports of the Directors and Auditor for the Year Ended Dec. 31, 2005 | | | | None | | None | | | | Mgmt |
| | 2 | | Elect Bruce Brook as Director | | | | For | | For | | | | Mgmt |
| | 3 | | Elect Ross Garnaut as Director | | | | For | | For | | | | Mgmt |
| | 4 | | Elect John O’Reilly as Director | | | | For | | For | | | | Mgmt |
| | 5 | | Approve the Appointment of PricewaterhouseCoopers as Auditor | | | | For | | For | | | | Mgmt |
| | 6 | | Approve the Lihir Senior Executive Share Plan, Including the Issue of Securities Under the Plan | | | | For | | For | | | | Mgmt |
| | 7 | | Approve the Grant of 225,733 Share Rights Under the Lihir Senior Executive Share Plan to, and the Acquisition of Any Shares Pursuant to Such Rights by, the Managing Director and Chief Executive Officer, Arthur Hood | | | | For | | For | | | | Mgmt |
| | 8 | | Authorize the Board to Increase the Maximum Aggregate Remuneration of Non-executive Directors’ from $300,000 to $750,000 with Effect from Jan. 1, 2006 | | | | For | | For | | | | Mgmt |
| | | | | | |
06/30/06 - A | | Mechel Steel Group OAO | | 583840103 | | | | | | 06/02/06 | | |
| | | | Meeting for Holders of ADRs | | | | | | | | | | |
| | 1 | | TO APPROVE THE ANNUAL REPORT OF MECHEL OPEN JOINT STOCK COMPANY FOR 2005. | | | | For | | For | | | | Mgmt |
| | 2 | | TO APPROVE THE ANNUAL FINANCIAL STATEMENTS INCLUSIVE OF THE INCOME STATEMENT (PROFIT AND LOSS ACCOUNT) FOR 2005. | | | | For | | For | | | | Mgmt |
| | 3 | | TO PAY OUT DIVIDENDS ON ORDINARY REGISTERED NON-DOCUMENTARY SHARES BASED ON THE COMPANY S OPERATIONAL RESULTS FOR 2005. | | | | For | | For | | | | Mgmt |
| | 4 | | ELECTION OF DIRECTORS. IF YOU WISH TO VOTE SELECTIVELY OR CUMULATE, PLEASE CONTACT YOUR REPRESENTATIVE. | | | | For | | Abstain | | | | Mgmt |
| | 5 | | ELECTION OF DMITRIY B. KLETSKIY TO THE AUDIT COMMISSION. | | | | For | | For | | | | Mgmt |
| | 6 | | ELECTION OF NATALYA G. MIKHAYLOVA TO THE AUDIT COMMISSION. | | | | For | | For | | | | Mgmt |
| | 7 | | ELECTION OF LYUDMILA E. RADISHEVSKAYA TO THE AUDIT COMMISSION. | | | | For | | For | | | | Mgmt |
| | 8 | | APPROVAL OF FINANCIAL AND ACCOUNTING CONSULTANTS LIMITED LIABILITY COMPANY TO BE THE AUDITOR OF MECHEL OPEN JOINT STOCK COMPANY. | | | | For | | For | | | | Mgmt |
| | 9 | | APPROVAL OF THE AMENDMENTS AND ADDITIONS TO THE COMPANY S CHARTER. | | | | For | | For | | | | Mgmt |
| | | | | | |
05/17/06 - A | | Premiere AG | | D61744104 | | | | | | None | | |
| | 1 | | Receive Financial Statements and Statutory Reports for Fiscal 2005 | | | | None | | | | | | Mgmt |
| | 2 | | Approve Discharge of Management Board for Fiscal 2005 | | | | For | | | | | | Mgmt |
| | 3 | | Approve Discharge of Supervisory Board for Fiscal 2005 | | | | For | | | | | | Mgmt |
| | 4 | | Ratify PricewaterhouseCoopers AG as Auditors for Fiscal 2006 | | | | For | | | | | | Mgmt |
| | 5 | | Approve Creation of EUR 41 Million Pool of Capital without Preemptive Rights | | | | For | | | | | | Mgmt |
| | 6 | | Approve Issuance of Convertible Bonds and/or Bonds with Warrants Attached up to Aggregate Nominal Amount of EUR 500 Million with Preemptive Rights; Approve Creation of EUR 8.2 Million Pool of Capital to Guarantee Conversion Rights | | | | For | | | | | | Mgmt |
| | 7 | | Authorize Share Repurchase Program and Reissuance of Repurchased Shares | | | | For | | | | | | Mgmt |
| | 8 | | Amend Articles Re: Calling of and Registration for Shareholder Meetings due to New German Legislation (Law on Company Integrity and Modernization of the Right of Avoidance); Remuneration for Supervisory Board Meetings | | | | For | | | | | | Mgmt |
| | | | Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. | | | | | | | | | | |
| | | | | | |
06/19/06 - S | | SABESP, Companhia Saneamento Basico Sao Paulo | | 20441A102 | | | | | | 05/26/06 | | |
| | | | Meeting for Holders of ADRs | | | | | | | | | | |
| | 1 | | AMEND ARTICLES 1, 2 AND THE RESPECTIVE PARAGRAPHS, AND ARTICLE 3, IN COMPLIANCE WITH THE PROVISIONS IN THE STATE LAW #12,292, DATED MARCH 2, 2006. | | | | For | | For | | | | Mgmt |
| | 2 | | AMEND ARTICLES: 13 CAPUT AND PARAGRAPHS, 14 CAPUT AND THE FIRST PARAGRAPH, 26 PARAGRAPH FIRST, 36 CAPUT , AS WELL AS REWORD ARTICLES 41, 42, 43, 44, 45, 46, 47 AND SUBPARAGRAPH, 48 CAPUT , 49 CAPUT AND PARAGRAPHS 1 AND 2 AND ARTICLE 51 IN ORDER T | | | | For | | For | | | | Mgmt |
| | 3 | | AMEND ARTICLES 25, CAPUT AND PARAGRAPHS, 27 CAPUT AND SOLE PARAGRAPH, 29 CAPUT AND PARAGRAPH 2, 31 CAPUT TO ADJUST THEM TO THE COMPANY S CURRENT ORGANIZATIONAL STRUCTURE AND INSERT AN ARTICLE AND PARAGRAPHS TO ENSURE LEGAL DEFENSE TO THE MEMBERS | | | | For | | Against | | | | Mgmt |
| | 4 | | REORGANIZE CHAPTERS III AND VII, ADJUST AND STANDARDIZE THE WORDING, INCLUDE, EXCLUDE AND RENUMBER THE ARTICLES, AS WELL AS CONSOLIDATE THE COMPANY S BYLAWS, IN COMPLIANCE WITH THE DRAFT AVAILABLE TO SHAREHOLDERS AT THE COMPANY S HEADQUARTERS AND ON THE | | | | For | | Against | | | | Mgmt |
| | 5 | | ELECTION OF MEMBER OF THE BOARD OF DIRECTORS. | | | | For | | For | | | | Mgmt |
| | | | | | |
05/02/06 - A | | Societe des Participations du Commissariat a l’Energie Atomique (Areva) | | F84742109 | | | | | | None | | |
| | | | Ordinary Business | | | | | | | | | | |
| | 1 | | Approve Financial Statements, Consolidated Financial Statements and Statutory Reports and Discharge Management Board, Supervisory board and Auditors | | | | For | | | | | | Mgmt |
| | 2 | | Approve Special Auditors’ Report Regarding Related-Party Transactions | | | | For | | | | | | Mgmt |
| | 3 | | Approve Allocation of Income and Dividends of EUR 9.87 per Share | | | | For | | | | | | Mgmt |
| | 4 | | Approve Remuneration of Supervisory Board Members in the Aggregate Amount of EUR 370,000 | | | | For | | | | | | Mgmt |
| | 5 | | Elect Supervisory Board Members | | | | For | | | | | | Mgmt |
| | 6 | | Shareholder Proposal Submitted by French State Represented by Agence des Participations de l’Etat:Elect Patrick Buffet as Supervisory Board Member | | | | Against | | | | | | ShrHoldr |
| | 7 | | Shareholder Proposal Submitted by French State Represented by Agence des Participations de l’Etat:Elect Alain Bugat as Supervisory Board Member | | | | Against | | | | | | ShrHoldr |
| | 8 | | Shareholder Proposal Submitted by French State Represented by Agence des Participations de l’Etat:Elect Commissariat a l’Energie Atomique (C.E.A.) as Supervisory Board Member | | | | Against | | | | | | ShrHoldr |
| | 9 | | Shareholder Proposal Submitted by French State Represented by Agence des Participations de l’Etat:Elect Thierry Desmarest as Supervisory Board Member | | | | Against | | | | | | ShrHoldr |
| | 10 | | Shareholder Proposal Submitted by French State Represented by Agence des Participations de l’Etat:Elect Oscar Fanjul as Supervisory Board Member | | | | Against | | | | | | ShrHoldr |
| | 11 | | Shareholder Proposal Submitted by French State Represented by Agence des Participations de l’Etat:Elect Frederic Lemoine as Supervisory Board Member | | | | Against | | | | | | ShrHoldr |
| | 12 | | Shareholder Proposal Submitted by French State Represented by Agence des Participations de l’Etat:Elect Philippe Pradel as Supervisory Board Member | | | | Against | | | | | | ShrHoldr |
| | 13 | | Shareholder Proposal Submitted by French State Represented by Agence des Participations de l’Etat:Elect Guylaine Saucier as Supervisory Board Member | | | | Against | | | | | | ShrHoldr |
| | 14 | | Authorize Filling of Required Documents/Other Formalities | | | | For | | | | | | Mgmt |
| | | | |
| | | | Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. | | | | |
| | | | | | |
05/15/06 - A/S | | Thales SA (Formerly Thomson-Csf) | | F9156M108 | | | | | | None | | |
| | | | Ordinary Business | | | | | | | | | | |
| | 1 | | Accept Consolidated Financial Statements and Statutory Reports | | | | For | | | | | | Mgmt |
| | 2 | | Approve Financial Statements and Statutory Reports | | | | For | | | | | | Mgmt |
| | 3 | | Approve Allocation of Income and Dividends of EUR 0.83 per Share | | | | For | | | | | | Mgmt |
| | 4 | | Approve Special Auditors’ Report Regarding Related-Party Transactions | | | | For | | | | | | Mgmt |
| | 5 | | Ratify Nomination of Didier Lombard as Director | | | | For | | | | | | Mgmt |
| | 6 | | Reelect Roger Freeman as Director | | | | For | | | | | | Mgmt |
| | 7 | | Reelect Klaus Naumann as Director | | | | For | | | | | | Mgmt |
| | 8 | | Reelect Jean-Paul Barth as Director | | | | For | | | | | | Mgmt |
| | 9 | | Reelect Benoit Tellier as Director | | | | For | | | | | | Mgmt |
| | 10 | | Reelect TSA as Director | | | | For | | | | | | Mgmt |
| | 11 | | Authorize Repurchase of Up to Ten Percent of Issued Share Capital | | | | For | | | | | | Mgmt |
| | | | Special Business | | | | | | | | | | |
| | 12 | | Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 75 Million | | | | For | | | | | | Mgmt |
| | 13 | | Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 75 Million | | | | For | | | | | | Mgmt |
| | 14 | | Authorize Board to Increase Capital in the Event of Additional Demand Relating to Delegation Submitted to Shareholder Vote Above | | | | For | | | | | | Mgmt |
| | 15 | | Authorize Capital Increase of up to 10 Percent of Issued Capital for Future Acquisitions | | | | For | | | | | | Mgmt |
| | 16 | | Set Global Limit for Capital Increase to Result from All Issuance Requests at EUR 120 Million | | | | For | | | | | | Mgmt |
| | 17 | | Approve Employee Savings-Related Share Purchase Plan | | | | For | | | | | | Mgmt |
| | 18 | | Authorize Filling of Required Documents/Other Formalities | | | | For | | | | | | Mgmt |
| | | | |
| | | | Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. | | | | |
| | | | | | |
06/22/06 - A | | The Kroger Co. *KR* | | 501044101 | | | | | | 04/24/06 | | |
| | 1 | | Elect Directors | | | | For | | For | | | | Mgmt |
| | 2 | | Declassify the Board of Directors | | | | For | | For | | | | Mgmt |
| | 3 | | Eliminate Cumulative Voting | | | | For | | For | | | | Mgmt |
| | 4 | | Reduce Supermajority Vote Requirement | | | | For | | For | | | | Mgmt |
| | 5 | | Opt Out of State’s Control Share Acquisition Law | | | | For | | For | | | | Mgmt |
| | 6 | | Require Advance Notice for Shareholder Proposals | | | | For | | Against | | | | Mgmt |
| | 7 | | Ratify Auditors | | | | For | | For | | | | Mgmt |
| | 8 | | Report on Animal Welfare Standards | | | | Against | | Against | | | | ShrHoldr |
| | 9 | | Prepare a Sustainability Report | | | | Against | | Against | | | | ShrHoldr |
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/ Gifford R. Zimmerman – Chief Administrative Officer