Vanguard Wellesley Income Fund NPX Annual report of proxy voting record

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-PX

ANNUAL REPORT OF PROXY VOTING RECORD

REGISTERED MANAGEMENT INVESTMENT COMPANIES

INVESTMENT COMPANY ACT FILE NUMBER: 811-1776

NAME OF REGISTRANT: VANGUARD WELLESLEY INCOME FUND

ADDRESS OF REGISTRANT: PO BOX 2600, VALLEY FORGE, PA 19482

NAME AND ADDRESS OF AGENT FOR SERVICE: HEIDI STAM

PO BOX 876

VALLEY FORGE, PA 19482

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (610) 669-1000

DATE OF FISCAL YEAR END: SEPTEMBER 30

DATE OF REPORTING PERIOD: JULY 1, 2010 - JUNE 30, 2011

FUND: VANGUARD WELLESLEY INCOME FUND

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ISSUER: 3M COMPANY

TICKER: MMM CUSIP: 88579Y101

MEETING DATE: 5/10/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: ELECT DIRECTOR LINDA G. ALVARADO ISSUER YES FOR FOR

PROPOSAL #2: ELECT DIRECTOR GEORGE W. BUCKLEY ISSUER YES FOR FOR

PROPOSAL #3: ELECT DIRECTOR VANCE D. COFFMAN ISSUER YES FOR FOR

PROPOSAL #4: ELECT DIRECTOR MICHAEL L. ESKEW ISSUER YES FOR FOR

PROPOSAL #5: ELECT DIRECTOR W. JAMES FARRELL ISSUER YES FOR FOR

PROPOSAL #6: ELECT DIRECTOR HERBERT L. HENKEL ISSUER YES FOR FOR

PROPOSAL #7: ELECT DIRECTOR EDWARD M. LIDDY ISSUER YES FOR FOR

PROPOSAL #8: ELECT DIRECTOR ROBERT S. MORRISON ISSUER YES FOR FOR

PROPOSAL #9: ELECT DIRECTOR AULANA L. PETERS ISSUER YES FOR FOR

PROPOSAL #10: ELECT DIRECTOR ROBERT J. ULRICH ISSUER YES FOR FOR

PROPOSAL #11: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #12: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #13: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR FOR

PROPOSAL #14: REPORT ON POLITICAL CONTRIBUTIONS SHAREHOLDER YES ABSTAIN AGAINST

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ISSUER: ALTRIA GROUP, INC.

TICKER: MO CUSIP: 02209S103

MEETING DATE: 5/19/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: ELECT DIRECTOR ELIZABETH E. BAILEY ISSUER YES FOR FOR

PROPOSAL #2: ELECT DIRECTOR GERALD L. BALILES ISSUER YES FOR FOR

PROPOSAL #3: ELECT DIRECTOR JOHN T. CASTEEN III ISSUER YES FOR FOR

PROPOSAL #4: ELECT DIRECTOR DINYAR S. DEVITRE ISSUER YES FOR FOR

PROPOSAL #5: ELECT DIRECTOR THOMAS F. FARRELL II ISSUER YES FOR FOR

PROPOSAL #6: ELECT DIRECTOR THOMAS W. JONES ISSUER YES FOR FOR

PROPOSAL #7: ELECT DIRECTOR GEORGE MUNOZ ISSUER YES FOR FOR

PROPOSAL #8: ELECT DIRECTOR NABIL Y. SAKKAB ISSUER YES FOR FOR

PROPOSAL #9: ELECT DIRECTOR MICHAEL E. SZYMANCZYK ISSUER YES FOR FOR

PROPOSAL #10: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #11: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #12: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR N/A

PROPOSAL #13: CEASE PRODUCTION OF FLAVORED TOBACCO SHAREHOLDER YES AGAINST FOR

PRODUCTS

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ISSUER: AMERICAN ELECTRIC POWER COMPANY, INC.

TICKER: AEP CUSIP: 025537101

MEETING DATE: 4/26/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: ELECT DIRECTOR DAVID J. ANDERSON ISSUER YES FOR FOR

PROPOSAL #2: ELECT DIRECTOR JAMES F. CORDES ISSUER YES FOR FOR

PROPOSAL #3: ELECT DIRECTOR RALPH D. CROSBY, JR. ISSUER YES FOR FOR

PROPOSAL #4: ELECT DIRECTOR LINDA A. GOODSPEED ISSUER YES FOR FOR

PROPOSAL #5: ELECT DIRECTOR THOMAS E. HOAGLIN ISSUER YES FOR FOR

PROPOSAL #6: ELECT DIRECTOR LESTER A. HUDSON, JR. ISSUER YES FOR FOR

PROPOSAL #7: ELECT DIRECTOR MICHAEL G. MORRIS ISSUER YES FOR FOR

PROPOSAL #8: ELECT DIRECTOR RICHARD C. NOTEBAERT ISSUER YES FOR FOR

PROPOSAL #9: ELECT DIRECTOR LIONEL L. NOWELL III ISSUER YES FOR FOR

PROPOSAL #10: ELECT DIRECTOR RICHARD L. SANDOR ISSUER YES FOR FOR

PROPOSAL #11: ELECT DIRECTOR KATHRYN D. SULLIVAN ISSUER YES FOR FOR

PROPOSAL #12: ELECT DIRECTOR SARA MARTINEZ TUCKER ISSUER YES FOR FOR

PROPOSAL #13: ELECT DIRECTOR JOHN F. TURNER ISSUER YES FOR FOR

PROPOSAL #14: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #15: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #16: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR FOR

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ISSUER: ANALOG DEVICES, INC.

TICKER: ADI CUSIP: 032654105

MEETING DATE: 3/8/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1A: ELECTION OF DIRECTOR: RAY STATA ISSUER YES FOR FOR

PROPOSAL #1B: ELECTION OF DIRECTOR: JERALD G. FISHMAN ISSUER YES FOR FOR

PROPOSAL #1C: ELECTION OF DIRECTOR: JAMES A. CHAMPY ISSUER YES FOR FOR

PROPOSAL #1D: ELECTION OF DIRECTOR: JOHN L. DOYLE ISSUER YES FOR FOR

PROPOSAL #1E: ELECTION OF DIRECTOR: JOHN C. HODGSON ISSUER YES FOR FOR

PROPOSAL #1F: ELECTION OF DIRECTOR: YVES-ANDRE ISTEL ISSUER YES FOR FOR

PROPOSAL #1G: ELECTION OF DIRECTOR: NEIL NOVICH ISSUER YES FOR FOR

PROPOSAL #1H: ELECTION OF DIRECTOR: F. GRANT SAVIERS ISSUER YES FOR FOR

PROPOSAL #1I: ELECTION OF DIRECTOR: PAUL J. SEVERINO ISSUER YES FOR FOR

PROPOSAL #1J: ELECTION OF DIRECTOR: KENTON J. ISSUER YES FOR FOR

SICCHITANO

PROPOSAL #02: TO VOTE ON A NON-BINDING PROPOSAL ISSUER YES FOR FOR

REGARDING THE COMPENSATION OF OUR NAMED EXECUTIVE

OFFICERS, ALL AS MORE FULLY DESCRIBED IN THE PROXY

STATEMENT.

PROPOSAL #03: TO VOTE ON A NON-BINDING PROPOSAL ISSUER YES ONE YEAR AGAINST

REGARDING THE FREQUENCY OF THE VOTE ON OUR EXECUTIVE

COMPENSATION PROGRAM.

PROPOSAL #04: TO RATIFY THE SELECTION OF ERNST & ISSUER YES FOR FOR

YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM.

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ISSUER: ASTRAZENECA PLC

TICKER: AZN CUSIP: 046353108

MEETING DATE: 4/28/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: ACCEPT FINANCIAL STATEMENTS AND ISSUER YES FOR FOR

STATUTORY REPORTS

PROPOSAL #2: CONFIRM FIRST INTERIM DIVIDEND; CONFIRM ISSUER YES FOR FOR

AS FINAL DIVIDEND THE SECOND INTERIM DIVIDEND

PROPOSAL #3: REAPPOINT KPMG AUDIT PLC AS AUDITORS ISSUER YES FOR FOR

PROPOSAL #4: AUTHORISE BOARD TO FIX REMUNERATION OF ISSUER YES FOR FOR

AUDITORS

PROPOSAL #5(a): RE-ELECT LOUIS SCHWEITZER AS DIRECTOR ISSUER YES FOR FOR

PROPOSAL #5(b): RE-ELECT DAVID BRENNAN AS DIRECTOR ISSUER YES FOR FOR

PROPOSAL #5(c): RE-ELECT SIMON LOWTH AS DIRECTOR ISSUER YES FOR FOR

PROPOSAL #5(d): ELECT BRUCE BURLINGTON AS DIRECTOR ISSUER YES FOR FOR

PROPOSAL #5(e): RE-ELECT JEAN-PHILIPPE COURTOIS AS ISSUER YES FOR FOR

DIRECTOR

PROPOSAL #5(f): RE-ELECT MICHELE HOOPER AS DIRECTOR ISSUER YES FOR FOR

PROPOSAL #5(g): RE-ELECT RUDY MARKHAM AS DIRECTOR ISSUER YES FOR FOR

PROPOSAL #5(h): RE-ELECT NANCY ROTHWELL AS DIRECTOR ISSUER YES FOR FOR

PROPOSAL #5(i): ELECT SHRITI VADERA AS DIRECTOR ISSUER YES FOR FOR

PROPOSAL #5(j): RE-ELECT JOHN VARLEY AS DIRECTOR ISSUER YES FOR FOR

PROPOSAL #5(k): RE-ELECT MARCUS WALLENBERG AS DIRECTOR ISSUER YES AGAINST AGAINST

PROPOSAL #6: APPROVE REMUNERATION REPORT ISSUER YES FOR FOR

PROPOSAL #7: AUTHORISE EU POLITICAL DONATIONS AND ISSUER YES FOR FOR

EXPENDITURE

PROPOSAL #8: AUTHORISE ISSUE OF EQUITY WITH PRE- ISSUER YES FOR FOR

EMPTIVE RIGHTS

PROPOSAL #9: AUTHORISE ISSUE OF EQUITY WITHOUT PRE- ISSUER YES FOR FOR

EMPTIVE RIGHTS

PROPOSAL #10: AUTHORISE MARKET PURCHASE ISSUER YES FOR FOR

PROPOSAL #11: AUTHORISE THE COMPANY TO CALL EGM WITH ISSUER YES FOR FOR

TWO WEEKS' NOTICE

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ISSUER: AT&T INC.

TICKER: T CUSIP: 00206R102

MEETING DATE: 4/29/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: ELECT DIRECTOR RANDALL L. STEPHENSON ISSUER YES FOR FOR

PROPOSAL #2: ELECT DIRECTOR GILBERT F. AMELIO ISSUER YES FOR FOR

PROPOSAL #3: ELECT DIRECTOR REUBEN V. ANDERSON ISSUER YES FOR FOR

PROPOSAL #4: ELECT DIRECTOR JAMES H. BLANCHARD ISSUER YES FOR FOR

PROPOSAL #5: ELECT DIRECTOR JAIME CHICO PARDO ISSUER YES FOR FOR

PROPOSAL #6: ELECT DIRECTOR JAMES P. KELLY ISSUER YES FOR FOR

PROPOSAL #7: ELECT DIRECTOR JON C. MADONNA ISSUER YES FOR FOR

PROPOSAL #8: ELECT DIRECTOR LYNN M. MARTIN ISSUER YES FOR FOR

PROPOSAL #9: ELECT DIRECTOR JOHN B. MCCOY ISSUER YES FOR FOR

PROPOSAL #10: ELECT DIRECTOR JOYCE M. ROCHE ISSUER YES FOR FOR

PROPOSAL #11: ELECT DIRECTOR MATTHEW K. ROSE ISSUER YES FOR FOR

PROPOSAL #12: ELECT DIRECTOR LAURA D ANDREA TYSON ISSUER YES FOR FOR

PROPOSAL #13: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #14: APPROVE OMNIBUS STOCK PLAN ISSUER YES FOR FOR

PROPOSAL #15: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #16: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR AGAINST

PROPOSAL #17: REPORT ON POLITICAL CONTRIBUTIONS SHAREHOLDER YES ABSTAIN AGAINST

PROPOSAL #18: AMEND ARTICLES/BYLAWS/CHARTER -- CALL SHAREHOLDER YES AGAINST FOR

SPECIAL MEETINGS

PROPOSAL #19: PROVIDE RIGHT TO ACT BY WRITTEN CONSENT SHAREHOLDER YES AGAINST FOR

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ISSUER: CHEVRON CORPORATION

TICKER: CVX CUSIP: 166764100

MEETING DATE: 5/25/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: ELECT DIRECTOR L.F. DEILY ISSUER YES FOR FOR

PROPOSAL #2: ELECT DIRECTOR R.E. DENHAM ISSUER YES FOR FOR

PROPOSAL #3: ELECT DIRECTOR R.J. EATON ISSUER YES FOR FOR

PROPOSAL #4: ELECT DIRECTOR C. HAGEL ISSUER YES FOR FOR

PROPOSAL #5: ELECT DIRECTOR E. HERNANDEZ ISSUER YES FOR FOR

PROPOSAL #6: ELECT DIRECTOR G.L. KIRKLAND ISSUER YES FOR FOR

PROPOSAL #7: ELECT DIRECTOR D.B. RICE ISSUER YES FOR FOR

PROPOSAL #8: ELECT DIRECTOR K.W. SHARER ISSUER YES FOR FOR

PROPOSAL #9: ELECT DIRECTOR C.R. SHOEMATE ISSUER YES FOR FOR

PROPOSAL #10: ELECT DIRECTOR J.G. STUMPF ISSUER YES FOR FOR

PROPOSAL #11: ELECT DIRECTOR R.D. SUGAR ISSUER YES FOR FOR

PROPOSAL #12: ELECT DIRECTOR C. WARE ISSUER YES FOR FOR

PROPOSAL #13: ELECT DIRECTOR J.S. WATSON ISSUER YES FOR FOR

PROPOSAL #14: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #15: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #16: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR FOR

PROPOSAL #17: REQUEST DIRECTOR NOMINEE WITH SHAREHOLDER YES AGAINST FOR

ENVIRONMENTAL QUALIFICATIONS

PROPOSAL #18: AMEND BYLAWS TO ESTABLISH A BOARD SHAREHOLDER YES ABSTAIN AGAINST

COMMITTEE ON HUMAN RIGHTS

PROPOSAL #19: INCLUDE SUSTAINABILITY AS A PERFORMANCE SHAREHOLDER YES AGAINST FOR

MEASURE FOR SENIOR EXECUTIVE COMPENSATION

PROPOSAL #20: ADOPT GUIDELINES FOR COUNTRY SELECTION SHAREHOLDER YES AGAINST FOR

PROPOSAL #21: REPORT ON FINANCIAL RISKS OF CLIMATE SHAREHOLDER YES ABSTAIN AGAINST

CHANGE

PROPOSAL #22: REPORT ON ENVIRONMENTAL IMPACTS OF SHAREHOLDER YES ABSTAIN AGAINST

NATURAL GAS FRACTURING

PROPOSAL #23: REPORT ON OFFSHORE OIL WELLS AND SPILL SHAREHOLDER YES ABSTAIN AGAINST

MITIGATION MEASURES

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ISSUER: CONOCOPHILLIPS

TICKER: COP CUSIP: 20825C104

MEETING DATE: 5/11/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: ELECT DIRECTOR RICHARD L. ARMITAGE ISSUER YES FOR FOR

PROPOSAL #2: ELECT DIRECTOR RICHARD H. AUCHINLECK ISSUER YES FOR FOR

PROPOSAL #3: ELECT DIRECTOR JAMES E. COPELAND, JR. ISSUER YES FOR FOR

PROPOSAL #4: ELECT DIRECTOR KENNETH M. DUBERSTEIN ISSUER YES FOR FOR

PROPOSAL #5: ELECT DIRECTOR RUTH R. HARKIN ISSUER YES FOR FOR

PROPOSAL #6: ELECT DIRECTOR HAROLD W. MCGRAW III ISSUER YES FOR FOR

PROPOSAL #7: ELECT DIRECTOR JAMES J. MULVA ISSUER YES FOR FOR

PROPOSAL #8: ELECT DIRECTOR ROBERT A. NIBLOCK ISSUER YES FOR FOR

PROPOSAL #9: ELECT DIRECTOR HARALD J. NORVIK ISSUER YES FOR FOR

PROPOSAL #10: ELECT DIRECTOR WILLIAM K. REILLY ISSUER YES FOR FOR

PROPOSAL #11: ELECT DIRECTOR VICTORIA J. TSCHINKEL ISSUER YES FOR FOR

PROPOSAL #12: ELECT DIRECTOR KATHRYN C. TURNER ISSUER YES FOR FOR

PROPOSAL #13: ELECT DIRECTOR WILLIAM E. WADE, JR. ISSUER YES FOR FOR

PROPOSAL #14: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #15: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #16: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR N/A

PROPOSAL #17: APPROVE OMNIBUS STOCK PLAN ISSUER YES FOR FOR

PROPOSAL #18: AMEND EEO POLICY TO PROHIBIT SHAREHOLDER YES ABSTAIN AGAINST

DISCRIMINATION BASED ON GENDER IDENTITY

PROPOSAL #19: REPORT ON POLITICAL CONTRIBUTIONS SHAREHOLDER YES ABSTAIN AGAINST

PROPOSAL #20: REPORT ON LOBBYING EXPENSES SHAREHOLDER YES ABSTAIN AGAINST

PROPOSAL #21: REPORT ON ACCIDENT RISK REDUCTION SHAREHOLDER YES ABSTAIN AGAINST

EFFORTS

PROPOSAL #22: ADOPT POLICY TO ADDRESS COASTAL SHAREHOLDER YES ABSTAIN AGAINST

LOUISIANA ENVIRONMENTAL IMPACTS

PROPOSAL #23: ADOPT QUANTITATIVE GHG GOALS FOR SHAREHOLDER YES ABSTAIN AGAINST

PRODUCTS AND OPERATIONS

PROPOSAL #24: REPORT ON FINANCIAL RISKS OF CLIMATE SHAREHOLDER YES ABSTAIN AGAINST

CHANGE

PROPOSAL #25: REPORT ON ENVIRONMENTAL IMPACT OF OIL SHAREHOLDER YES ABSTAIN AGAINST

SANDS OPERATIONS IN CANADA

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ISSUER: CREDIT SUISSE GROUP AG

TICKER: CSGN CUSIP: 225401108

MEETING DATE: 4/29/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.2: APPROVE REMUNERATION REPORT ISSUER YES FOR FOR

PROPOSAL #1.3: ACCEPT FINANCIAL STATEMENTS AND ISSUER YES FOR FOR

STATUTORY REPORTS

PROPOSAL #2: APPROVE DISCHARGE OF BOARD AND SENIOR ISSUER YES FOR FOR

MANAGEMENT

PROPOSAL #3.1: APPROVE ALLOCATION OF INCOME AND ISSUER YES FOR FOR

OMISSION OF DIVIDENDS

PROPOSAL #3.2: APPROVE ALLOCATION OF DIVIDEND OF CHF ISSUER YES FOR FOR

1.30 PER REGISTERED SHARE FROM SHARE PREMIUM RESERVE

PROPOSAL #4.1: APPROVE CREATION OF CHF 16 MILLION ISSUER YES FOR FOR

POOL OF CAPITAL WITHOUT PREEMPTIVE RIGHTS

PROPOSAL #4.2: APPROVE CREATION OF CHF 4 MILLION POOL ISSUER YES FOR FOR

OF CAPITAL WITHOUT PREEMPTIVE RIGHTS

PROPOSAL #5.1: AMEND ARTICLES RE: VOTING PROCEDURES ISSUER YES FOR FOR

FOR THE GENERAL MEETING

PROPOSAL #5.2: AMEND ARTICLES RE: CONTRIBUTIONS IN ISSUER YES FOR FOR

KIND

PROPOSAL #6.1.1: REELECT PETER BRABECK-LETMATHE AS ISSUER YES FOR FOR

DIRECTOR

PROPOSAL #6.1.2: REELECT JEAN LANIER AS DIRECTOR ISSUER YES FOR FOR

PROPOSAL #6.1.3: REELECT ANTON VAN ROSSUM AS DIRECTOR ISSUER YES FOR FOR

PROPOSAL #6.2: RATIFY KPMG AG AS AUDITORS ISSUER YES FOR FOR

PROPOSAL #6.3: RATIFY BDO AG AS SPECIAL AUDITORS ISSUER YES FOR FOR

PROPOSAL #7: FOR PROPOSALS THAT HAVE NOT BEEN ISSUER YES AGAINST N/A

SUBMITTED UNTIL THE AGM ITSELF AS DEFINED IN ART. 700

PARAS. 3 AND 4 OF THE SWISS CODE OF OBLIGATIONS, I

HEREBY AUTHORIZE THE INDEPENDENT PROXY TO VOTE IN

FAVOR OF THE PROPOSAL OF THE BOARD OF DIRECTORS

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ISSUER: DOMINION RESOURCES, INC.

TICKER: D CUSIP: 25746U109

MEETING DATE: 5/12/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: ELECT DIRECTOR WILLIAM P. BARR ISSUER YES FOR FOR

PROPOSAL #2: ELECT DIRECTOR PETER W. BROWN ISSUER YES FOR FOR

PROPOSAL #3: ELECT DIRECTOR GEORGE A. DAVIDSON, JR. ISSUER YES FOR FOR

PROPOSAL #4: ELECT DIRECTOR HELEN E. DRAGAS ISSUER YES FOR FOR

PROPOSAL #5: ELECT DIRECTOR THOMAS F. FARRELL II ISSUER YES FOR FOR

PROPOSAL #6: ELECT DIRECTOR JOHN W. HARRIS ISSUER YES FOR FOR

PROPOSAL #7: ELECT DIRECTOR ROBERT S. JEPSON, JR. ISSUER YES FOR FOR

PROPOSAL #8: ELECT DIRECTOR MARK J. KINGTON ISSUER YES FOR FOR

PROPOSAL #9: ELECT DIRECTOR MARGARET A. MCKENNA ISSUER YES FOR FOR

PROPOSAL #10: ELECT DIRECTOR FRANK S. ROYAL ISSUER YES FOR FOR

PROPOSAL #11: ELECT DIRECTOR ROBERT H. SPILMAN, JR. ISSUER YES FOR FOR

PROPOSAL #12: ELECT DIRECTOR DAVID A. WOLLARD ISSUER YES FOR FOR

PROPOSAL #13: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #14: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #15: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR FOR

PROPOSAL #16: REPORT ON COAL USE FROM MOUNTAINTOP SHAREHOLDER YES ABSTAIN AGAINST

REMOVAL MINING

PROPOSAL #17: ADOPT RENEWABLE ENERGY PRODUCTION GOAL SHAREHOLDER YES ABSTAIN AGAINST

PROPOSAL #18: REPORT ON FINANCIAL RISKS OF COAL SHAREHOLDER YES ABSTAIN AGAINST

RELIANCE

PROPOSAL #19: INVEST IN RENEWABLE ENERGY AND STOP SHAREHOLDER YES ABSTAIN AGAINST

CONSTRUCTION OF NUCLEAR REACTOR

PROPOSAL #20: REQUIRE INDEPENDENT BOARD CHAIRMAN SHAREHOLDER YES AGAINST FOR

PROPOSAL #21: PROVIDE RIGHT TO ACT BY WRITTEN CONSENT SHAREHOLDER YES AGAINST FOR

PROPOSAL #22: SUBMIT SERP TO SHAREHOLDER VOTE SHAREHOLDER YES AGAINST FOR

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ISSUER: E. I. DU PONT DE NEMOURS AND COMPANY

TICKER: DD CUSIP: 263534109

MEETING DATE: 4/27/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: ELECT DIRECTOR RICHARD H. BROWN ISSUER YES FOR FOR

PROPOSAL #2: ELECT DIRECTOR ROBERT A. BROWN ISSUER YES FOR FOR

PROPOSAL #3: ELECT DIRECTOR BERTRAND P. COLLOMB ISSUER YES FOR FOR

PROPOSAL #4: ELECT DIRECTOR CURTIS J. CRAWFORD ISSUER YES FOR FOR

PROPOSAL #5: ELECT DIRECTOR ALEXANDER M. CUTLER ISSUER YES FOR FOR

PROPOSAL #6: ELECT DIRECTOR ELEUTHERE I. DU PONT ISSUER YES FOR FOR

PROPOSAL #7: ELECT DIRECTOR MARILLYN A. HEWSON ISSUER YES FOR FOR

PROPOSAL #8: ELECT DIRECTOR LOIS D. JULIBER ISSUER YES FOR FOR

PROPOSAL #9: ELECT DIRECTOR ELLEN J. KULLMAN ISSUER YES FOR FOR

PROPOSAL #10: ELECT DIRECTOR WILLIAM K. REILLY ISSUER YES FOR FOR

PROPOSAL #11: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #12: AMEND OMNIBUS STOCK PLAN ISSUER YES FOR FOR

PROPOSAL #13: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #14: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR FOR

PROPOSAL #15: AMEND ARTICLES/BYLAWS/CHARTER -- CALL SHAREHOLDER YES AGAINST FOR

SPECIAL MEETINGS

PROPOSAL #16: REPORT ON GENETICALLY ENGINEERED SEED SHAREHOLDER YES ABSTAIN AGAINST

PROPOSAL #17: REPORT ON PAY DISPARITY SHAREHOLDER YES AGAINST FOR

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ISSUER: EATON CORPORATION

TICKER: ETN CUSIP: 278058102

MEETING DATE: 4/27/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: ELECT DIRECTOR GEORGE S. BARRETT ISSUER YES FOR FOR

PROPOSAL #2: ELECT DIRECTOR TODD M. BLUEDORN ISSUER YES FOR FOR

PROPOSAL #3: ELECT DIRECTOR NED C. LAUTENBACH ISSUER YES FOR FOR

PROPOSAL #4: ELECT DIRECTOR GREGORY R. PAGE ISSUER YES FOR FOR

PROPOSAL #5: DECLASSIFY THE BOARD OF DIRECTORS ISSUER YES FOR FOR

PROPOSAL #6: ELIMINATE CUMULATIVE VOTING ISSUER YES FOR FOR

PROPOSAL #7: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #8: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #9: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR FOR

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ISSUER: EMERSON ELECTRIC CO.

TICKER: EMR CUSIP: 291011104

MEETING DATE: 2/1/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #01.1: ELECT DIRECTOR D.N. FARR* ISSUER YES FOR FOR

PROPOSAL #01.2: ELECT DIRECTOR H. GREEN* ISSUER YES FOR FOR

PROPOSAL #01.3: ELECT DIRECTOR C.A. PETERS* ISSUER YES FOR FOR

PROPOSAL #01.4: ELECT DIRECTOR J.W. PRUEHER* ISSUER YES FOR FOR

PROPOSAL #01.5: ELECT DIRECTOR R.L. RIDGWAY** ISSUER YES FOR FOR

PROPOSAL #02: RE-APPROVAL OF THE PERFORMANCE MEASURES ISSUER YES FOR FOR

UNDER THE EMERSON ELECTRIC CO. 2006 INCENTIVE SHARES

PLAN.

PROPOSAL #03: APPROVAL OF THE EMERSON ELECTRIC CO. ISSUER YES FOR FOR

2011 STOCK OPTION PLAN.

PROPOSAL #04: RATIFICATION OF KPMG LLP AS INDEPENDENT ISSUER YES FOR FOR

REGISTERED PUBLIC ACCOUNTING FIRM.

PROPOSAL #05: APPROVAL, BY NON-BINDING ADVISORY VOTE, ISSUER YES FOR FOR

OF EMERSON ELECTRIC CO. EXECUTIVE COMPENSATION.

PROPOSAL #06: ADVISORY VOTE ON THE FREQUENCY OF ISSUER YES ONE YEAR AGAINST

EXECUTIVE COMPENSATION ADVISORY VOTES.

PROPOSAL #07: APPROVAL OF THE STOCKHOLDER PROPOSAL SHAREHOLDER YES AGAINST FOR

REQUESTING THE ISSUANCE OF A SUSTAINABILITY REPORT AS

DESCRIBED IN THE PROXY STATEMENT.

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ISSUER: EXXON MOBIL CORPORATION

TICKER: XOM CUSIP: 30231G102

MEETING DATE: 5/25/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.1: ELECT DIRECTOR M.J. BOSKIN ISSUER YES FOR FOR

PROPOSAL #1.2: ELECT DIRECTOR P. BRABECK-LETMATHE ISSUER YES FOR FOR

PROPOSAL #1.3: ELECT DIRECTOR L.R. FAULKNER ISSUER YES FOR FOR

PROPOSAL #1.4: ELECT DIRECTOR J.S. FISHMAN ISSUER YES FOR FOR

PROPOSAL #1.5: ELECT DIRECTOR K.C. FRAZIER ISSUER YES FOR FOR

PROPOSAL #1.6: ELECT DIRECTOR W.W. GEORGE ISSUER YES FOR FOR

PROPOSAL #1.7: ELECT DIRECTOR M.C. NELSON ISSUER YES FOR FOR

PROPOSAL #1.8: ELECT DIRECTOR S.J. PALMISANO ISSUER YES FOR FOR

PROPOSAL #1.9: ELECT DIRECTOR S.S. REINEMUND ISSUER YES FOR FOR

PROPOSAL #1.10: ELECT DIRECTOR R.W. TILLERSON ISSUER YES FOR FOR

PROPOSAL #1.11: ELECT DIRECTOR E.E. WHITACRE, JR. ISSUER YES FOR FOR

PROPOSAL #2: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #3: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #4: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR AGAINST

PROPOSAL #5: REQUIRE INDEPENDENT BOARD CHAIRMAN SHAREHOLDER YES AGAINST FOR

PROPOSAL #6: REPORT ON POLITICAL CONTRIBUTIONS SHAREHOLDER YES ABSTAIN AGAINST

PROPOSAL #7: AMEND EEO POLICY TO PROHIBIT SHAREHOLDER YES ABSTAIN AGAINST

DISCRIMINATION BASED ON SEXUAL ORIENTATION AND GENDER

IDENTITY

PROPOSAL #8: ADOPT POLICY ON HUMAN RIGHT TO WATER SHAREHOLDER YES ABSTAIN AGAINST

PROPOSAL #9: REPORT ON ENVIRONMENTAL IMPACT OF OIL SHAREHOLDER YES ABSTAIN AGAINST

SANDS OPERATIONS IN CANADA

PROPOSAL #10: REPORT ON ENVIRONMENTAL IMPACTS OF SHAREHOLDER YES ABSTAIN AGAINST

NATURAL GAS FRACTURING

PROPOSAL #11: REPORT ON ENERGY TECHNOLOGIES SHAREHOLDER YES ABSTAIN AGAINST

DEVELOPMENT

PROPOSAL #12: ADOPT QUANTITATIVE GHG GOALS FOR SHAREHOLDER YES ABSTAIN AGAINST

PRODUCTS AND OPERATIONS

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ISSUER: GENERAL ELECTRIC COMPANY

TICKER: GE CUSIP: 369604103

MEETING DATE: 4/27/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: ELECT DIRECTOR W. GEOFFREY BEATTIE ISSUER YES FOR FOR

PROPOSAL #2: ELECT DIRECTOR JAMES I. CASH, JR. ISSUER YES FOR FOR

PROPOSAL #3: ELECT DIRECTOR ANN M. FUDGE ISSUER YES FOR FOR

PROPOSAL #4: ELECT DIRECTOR SUSAN HOCKFIELD ISSUER YES FOR FOR

PROPOSAL #5: ELECT DIRECTOR JEFFREY R. IMMELT ISSUER YES FOR FOR

PROPOSAL #6: ELECT DIRECTOR ANDREA JUNG ISSUER YES FOR FOR

PROPOSAL #7: ELECT DIRECTOR ALAN G. LAFLEY ISSUER YES FOR FOR

PROPOSAL #8: ELECT DIRECTOR ROBERT W. LANE ISSUER YES FOR FOR

PROPOSAL #9: ELECT DIRECTOR RALPH S. LARSEN ISSUER YES FOR FOR

PROPOSAL #10: ELECT DIRECTOR ROCHELLE B. LAZARUS ISSUER YES FOR FOR

PROPOSAL #11: ELECT DIRECTOR JAMES J. MULVA ISSUER YES FOR FOR

PROPOSAL #12: ELECT DIRECTOR SAM NUNN ISSUER YES FOR FOR

PROPOSAL #13: ELECT DIRECTOR ROGER S. PENSKE ISSUER YES FOR FOR

PROPOSAL #14: ELECT DIRECTOR ROBERT J. SWIERINGA ISSUER YES FOR FOR

PROPOSAL #15: ELECT DIRECTOR JAMES S. TISCH ISSUER YES FOR FOR

PROPOSAL #16: ELECT DIRECTOR DOUGLAS A. WARNER III ISSUER YES FOR FOR

PROPOSAL #17: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #18: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #19: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR FOR

PROPOSAL #20: PROVIDE FOR CUMULATIVE VOTING SHAREHOLDER YES AGAINST FOR

PROPOSAL #21: PERFORMANCE-BASED EQUITY AWARDS SHAREHOLDER YES AGAINST FOR

PROPOSAL #22: WITHDRAW STOCK OPTIONS GRANTED TO SHAREHOLDER YES AGAINST FOR

EXECUTIVE OFFICERS

PROPOSAL #23: REPORT ON CLIMATE CHANGE BUSINESS RISK SHAREHOLDER YES ABSTAIN AGAINST

PROPOSAL #24: REPORT ON ANIMAL TESTING AND PLANS FOR SHAREHOLDER YES ABSTAIN AGAINST

REDUCTION

----------------------------------------------------------------------------------------------------------------------------------------------------------------

ISSUER: GENUINE PARTS COMPANY

TICKER: GPC CUSIP: 372460105

MEETING DATE: 4/18/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.1: ELECT DIRECTOR MARY B. BULLOCK ISSUER YES FOR FOR

PROPOSAL #1.2: ELECT DIRECTOR JEAN DOUVILLE ISSUER YES FOR FOR

PROPOSAL #1.3: ELECT DIRECTOR THOMAS C. GALLAGHER ISSUER YES FOR FOR

PROPOSAL #1.4: ELECT DIRECTOR GEORGE C. GUYNN ISSUER YES FOR FOR

PROPOSAL #1.5: ELECT DIRECTOR JOHN R. HOLDER ISSUER YES FOR FOR

PROPOSAL #1.6: ELECT DIRECTOR JOHN D. JOHNS ISSUER YES FOR FOR

PROPOSAL #1.7: ELECT DIRECTOR MICHAEL M.E. JOHNS ISSUER YES FOR FOR

PROPOSAL #1.8: ELECT DIRECTOR J. HICKS LANIER ISSUER YES FOR FOR

PROPOSAL #1.9: ELECT DIRECTOR ROBERT C. LOUDERMILK, ISSUER YES FOR FOR

JR.

PROPOSAL #1.10: ELECT DIRECTOR WENDY B. NEEDHAM ISSUER YES FOR FOR

PROPOSAL #1.11: ELECT DIRECTOR JERRY W. NIX ISSUER YES FOR FOR

PROPOSAL #1.12: ELECT DIRECTOR GARY W. ROLLINS ISSUER YES FOR FOR

PROPOSAL #2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #3: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR FOR

PROPOSAL #4: AMEND OMNIBUS STOCK PLAN ISSUER YES FOR FOR

PROPOSAL #5: RATIFY AUDITORS ISSUER YES FOR FOR

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ISSUER: H.J. HEINZ COMPANY

TICKER: HNZ CUSIP: 423074103

MEETING DATE: 8/31/2010 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1A: ELECTION OF DIRECTOR: W.R. JOHNSON ISSUER YES FOR FOR

PROPOSAL #1B: ELECTION OF DIRECTOR: C.E. BUNCH ISSUER YES FOR FOR

PROPOSAL #1C: ELECTION OF DIRECTOR: L.S. COLEMAN, JR. ISSUER YES FOR FOR

PROPOSAL #1D: ELECTION OF DIRECTOR: J.G. DROSDICK ISSUER YES FOR FOR

PROPOSAL #1E: ELECTION OF DIRECTOR: E.E. HOLIDAY ISSUER YES FOR FOR

PROPOSAL #1F: ELECTION OF DIRECTOR: C. KENDLE ISSUER YES FOR FOR

PROPOSAL #1G: ELECTION OF DIRECTOR: D.R. O'HARE ISSUER YES FOR FOR

PROPOSAL #1H: ELECTION OF DIRECTOR: N. PELTZ ISSUER YES FOR FOR

PROPOSAL #1I: ELECTION OF DIRECTOR: D.H. REILLEY ISSUER YES FOR FOR

PROPOSAL #1J: ELECTION OF DIRECTOR: L.C. SWANN ISSUER YES FOR FOR

PROPOSAL #1K: ELECTION OF DIRECTOR: T.J. USHER ISSUER YES FOR FOR

PROPOSAL #1L: ELECTION OF DIRECTOR: M.F. WEINSTEIN ISSUER YES FOR FOR

PROPOSAL #02: RATIFICATION OF INDEPENDENT REGISTERED ISSUER YES FOR FOR

PUBLIC ACCOUNTING FIRM

PROPOSAL #03: SHAREHOLDER PROPOSAL REQUESTING THE SHAREHOLDER YES AGAINST FOR

RIGHT TO SHAREHOLDER ACTION BY WRITTEN CONSENT

----------------------------------------------------------------------------------------------------------------------------------------------------------------

ISSUER: HSBC HOLDINGS PLC

TICKER: HSBA CUSIP: G4634U169

MEETING DATE: 5/27/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: ACCEPT FINANCIAL STATEMENTS AND ISSUER YES FOR FOR

STATUTORY REPORTS

PROPOSAL #2: APPROVE REMUNERATION REPORT ISSUER YES FOR FOR

PROPOSAL #3a: RE-ELECT SAFRA CATZ AS DIRECTOR ISSUER YES FOR FOR

PROPOSAL #3b: ELECT LAURA CHA AS DIRECTOR ISSUER YES FOR FOR

PROPOSAL #3c: RE-ELECT MARVIN CHEUNG AS DIRECTOR ISSUER YES FOR FOR

PROPOSAL #3d: RE-ELECT JOHN COOMBE AS DIRECTOR ISSUER YES FOR FOR

PROPOSAL #3e: RE-ELECT RONA FAIRHEAD AS DIRECTOR ISSUER YES FOR FOR

PROPOSAL #3f: RE-ELECT DOUGLAS FLINT AS DIRECTOR ISSUER YES AGAINST AGAINST

PROPOSAL #3g: RE-ELECT ALEXANDER FLOCKHART AS DIRECTOR ISSUER YES FOR FOR

PROPOSAL #3h: RE-ELECT STUART GULLIVER AS DIRECTOR ISSUER YES FOR FOR

PROPOSAL #3i: RE-ELECT JAMES HUGHES-HALLETT AS ISSUER YES FOR FOR

DIRECTOR

PROPOSAL #3j: RE-ELECT WILLIAM LAIDLAW AS DIRECTOR ISSUER YES FOR FOR

PROPOSAL #3k: RE-ELECT JANIS LOMAX AS DIRECTOR ISSUER YES FOR FOR

PROPOSAL #3l: ELECT IAIN MACKAY AS DIRECTOR ISSUER YES FOR FOR

PROPOSAL #3m: RE-ELECT GWYN MORGAN AS DIRECTOR ISSUER YES AGAINST AGAINST

PROPOSAL #3n: RE-ELECT NAGAVARA MURTHY AS DIRECTOR ISSUER YES FOR FOR

PROPOSAL #3o: RE-ELECT SIR SIMON ROBERTSON AS DIRECTOR ISSUER YES FOR FOR

PROPOSAL #3p: RE-ELECT JOHN THORNTON AS DIRECTOR ISSUER YES FOR FOR

PROPOSAL #3q: RE-ELECT SIR BRIAN WILLIAMSON AS ISSUER YES FOR FOR

DIRECTOR

PROPOSAL #4: REAPPOINT KPMG AUDIT PLC AS AUDITORS AND ISSUER YES FOR FOR

AUTHORISE THEIR REMUNERATION

PROPOSAL #5: AUTHORISE ISSUE OF EQUITY WITH PRE- ISSUER YES FOR FOR

EMPTIVE RIGHTS

PROPOSAL #6: AUTHORISE ISSUE OF EQUITY WITHOUT PRE- ISSUER YES FOR FOR

EMPTIVE RIGHTS

PROPOSAL #7: APPROVE SHARE PLAN 2011 ISSUER YES FOR FOR

PROPOSAL #8: APPROVE FEES PAYABLE TO NON-EXECUTIVE ISSUER YES FOR FOR

DIRECTORS

PROPOSAL #9: AUTHORISE THE COMPANY TO CALL EGM WITH ISSUER YES FOR FOR

TWO WEEKS' NOTICE

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ISSUER: ILLINOIS TOOL WORKS INC.

TICKER: ITW CUSIP: 452308109

MEETING DATE: 5/6/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: ELECT DIRECTOR SUSAN CROWN ISSUER YES FOR FOR

PROPOSAL #2: ELECT DIRECTOR DON H. DAVIS, JR. ISSUER YES FOR FOR

PROPOSAL #3: ELECT DIRECTOR ROBERT C. MCCORMACK ISSUER YES FOR FOR

PROPOSAL #4: ELECT DIRECTOR ROBERT S. MORRISON ISSUER YES FOR FOR

PROPOSAL #5: ELECT DIRECTOR JAMES A. SKINNER ISSUER YES FOR FOR

PROPOSAL #6: ELECT DIRECTOR DAVID B. SMITH, JR. ISSUER YES FOR FOR

PROPOSAL #7: ELECT DIRECTOR DAVID B. SPEER ISSUER YES FOR FOR

PROPOSAL #8: ELECT DIRECTOR PAMELA B. STROBEL ISSUER YES FOR FOR

PROPOSAL #9: ELECT DIRECTOR KEVIN M. WARREN ISSUER YES FOR FOR

PROPOSAL #10: ELECT DIRECTOR ANRE D. WILLIAMS ISSUER YES FOR FOR

PROPOSAL #11: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #12: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #13: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR FOR

PROPOSAL #14: APPROVE EXECUTIVE INCENTIVE BONUS PLAN ISSUER YES FOR FOR

PROPOSAL #15: AMEND OMNIBUS STOCK PLAN ISSUER YES FOR FOR

----------------------------------------------------------------------------------------------------------------------------------------------------------------

ISSUER: INTEL CORPORATION

TICKER: INTC CUSIP: 458140100

MEETING DATE: 5/19/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: ELECT DIRECTOR CHARLENE BARSHEFSKY ISSUER YES FOR FOR

PROPOSAL #2: ELECT DIRECTOR SUSAN L. DECKER ISSUER YES FOR FOR

PROPOSAL #3: ELECT DIRECTOR JOHN J. DONAHOE ISSUER YES FOR FOR

PROPOSAL #4: ELECT DIRECTOR REED E. HUNDT ISSUER YES FOR FOR

PROPOSAL #5: ELECT DIRECTOR PAUL S. OTELLINI ISSUER YES FOR FOR

PROPOSAL #6: ELECT DIRECTOR JAMES D. PLUMMER ISSUER YES FOR FOR

PROPOSAL #7: ELECT DIRECTOR DAVID S. POTTRUCK ISSUER YES FOR FOR

PROPOSAL #8: ELECT DIRECTOR JANE E. SHAW ISSUER YES FOR FOR

PROPOSAL #9: ELECT DIRECTOR FRANK D. YEARY ISSUER YES FOR FOR

PROPOSAL #10: ELECT DIRECTOR DAVID B. YOFFIE ISSUER YES FOR FOR

PROPOSAL #11: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #12: AMEND OMNIBUS STOCK PLAN ISSUER YES FOR FOR

PROPOSAL #13: AMEND QUALIFIED EMPLOYEE STOCK PURCHASE ISSUER YES FOR FOR

PLAN

PROPOSAL #14: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #15: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR N/A

----------------------------------------------------------------------------------------------------------------------------------------------------------------

ISSUER: JOHNSON & JOHNSON

TICKER: JNJ CUSIP: 478160104

MEETING DATE: 4/28/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: ELECT DIRECTOR MARY SUE COLEMAN ISSUER YES FOR FOR

PROPOSAL #2: ELECT DIRECTOR JAMES G. CULLEN ISSUER YES FOR FOR

PROPOSAL #3: ELECT DIRECTOR IAN E.L. DAVIS ISSUER YES FOR FOR

PROPOSAL #4: ELECT DIRECTOR MICHAEL M.E. JOHNS ISSUER YES FOR FOR

PROPOSAL #5: ELECT DIRECTOR SUSAN L. LINDQUIST ISSUER YES FOR FOR

PROPOSAL #6: ELECT DIRECTOR ANNE M. MULCAHY ISSUER YES FOR FOR

PROPOSAL #7: ELECT DIRECTOR LEO F. MULLIN ISSUER YES FOR FOR

PROPOSAL #8: ELECT DIRECTOR WILLIAM D. PEREZ ISSUER YES FOR FOR

PROPOSAL #9: ELECT DIRECTOR CHARLES PRINCE ISSUER YES FOR FOR

PROPOSAL #10: ELECT DIRECTOR DAVID SATCHER ISSUER YES FOR FOR

PROPOSAL #11: ELECT DIRECTOR WILLIAM C. WELDON ISSUER YES FOR FOR

PROPOSAL #12: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #13: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #14: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR FOR

PROPOSAL #15: ADOPT POLICY TO RESTRAIN PHARMACEUTICAL SHAREHOLDER YES ABSTAIN AGAINST

PRICE INCREASES

PROPOSAL #16: AMEND EEO POLICY TO PROHIBIT SHAREHOLDER YES ABSTAIN AGAINST

DISCRIMINATION BASED ON APPLICANT'S HEALTH STATUS

PROPOSAL #17: ADOPT ANIMAL-FREE TRAINING METHODS SHAREHOLDER YES ABSTAIN AGAINST

----------------------------------------------------------------------------------------------------------------------------------------------------------------

ISSUER: KIMBERLY-CLARK CORPORATION

TICKER: KMB CUSIP: 494368103

MEETING DATE: 4/21/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: ELECT DIRECTOR JOHN R. ALM ISSUER YES FOR FOR

PROPOSAL #2: ELECT DIRECTOR JOHN F. BERGSTROM ISSUER YES FOR FOR

PROPOSAL #3: ELECT DIRECTOR ABELARDO E. BRU ISSUER YES FOR FOR

PROPOSAL #4: ELECT DIRECTOR ROBERT W. DECHERD ISSUER YES FOR FOR

PROPOSAL #5: ELECT DIRECTOR THOMAS J. FALK ISSUER YES FOR FOR

PROPOSAL #6: ELECT DIRECTOR MAE C. JEMISON ISSUER YES FOR FOR

PROPOSAL #7: ELECT DIRECTOR JAMES M. JENNESS ISSUER YES FOR FOR

PROPOSAL #8: ELECT DIRECTOR NANCY J. KARCH ISSUER YES FOR FOR

PROPOSAL #9: ELECT DIRECTOR IAN C. READ ISSUER YES FOR FOR

PROPOSAL #10: ELECT DIRECTOR LINDA JOHNSON RICE ISSUER YES FOR FOR

PROPOSAL #11: ELECT DIRECTOR MARC J. SHAPIRO ISSUER YES FOR FOR

PROPOSAL #12: ELECT DIRECTOR G. CRAIG SULLIVAN ISSUER YES FOR FOR

PROPOSAL #13: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #14: APPROVE NON-EMPLOYEE DIRECTOR OMNIBUS ISSUER YES FOR FOR

STOCK PLAN

PROPOSAL #15: APPROVE OMNIBUS STOCK PLAN ISSUER YES FOR FOR

PROPOSAL #16: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #17: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR FOR

----------------------------------------------------------------------------------------------------------------------------------------------------------------

ISSUER: KRAFT FOODS INC.

TICKER: KFT CUSIP: 50075N104

MEETING DATE: 5/24/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: ELECT DIRECTOR AJAYPAL S. BANGA ISSUER YES FOR FOR

PROPOSAL #2: ELECT DIRECTOR MYRA M. HART ISSUER YES FOR FOR

PROPOSAL #3: ELECT DIRECTOR PETER B. HENRY ISSUER YES FOR FOR

PROPOSAL #4: ELECT DIRECTOR LOIS D. JULIBER ISSUER YES FOR FOR

PROPOSAL #5: ELECT DIRECTOR MARK D. KETCHUM ISSUER YES FOR FOR

PROPOSAL #6: ELECT DIRECTOR RICHARD A. LERNER ISSUER YES FOR FOR

PROPOSAL #7: ELECT DIRECTOR MACKEY J. MCDONALD ISSUER YES FOR FOR

PROPOSAL #8: ELECT DIRECTOR JOHN C. POPE ISSUER YES FOR FOR

PROPOSAL #9: ELECT DIRECTOR FREDRIC G. REYNOLDS ISSUER YES FOR FOR

PROPOSAL #10: ELECT DIRECTOR IRENE B. ROSENFELD ISSUER YES FOR FOR

PROPOSAL #11: ELECT DIRECTOR J.F. VAN BOXMEER ISSUER YES FOR FOR

PROPOSAL #12: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #13: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR FOR

PROPOSAL #14: AMEND NON-EMPLOYEE DIRECTOR OMNIBUS ISSUER YES FOR FOR

STOCK PLAN

PROPOSAL #15: RATIFY AUDITORS ISSUER YES FOR FOR

----------------------------------------------------------------------------------------------------------------------------------------------------------------

ISSUER: LOCKHEED MARTIN CORPORATION

TICKER: LMT CUSIP: 539830109

MEETING DATE: 4/28/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: ELECT DIRECTOR NOLAN D. ARCHIBALD ISSUER YES FOR FOR

PROPOSAL #2: ELECT DIRECTOR ROSALIND G. BREWER ISSUER YES FOR FOR

PROPOSAL #3: ELECT DIRECTOR DAVID B. BURRITT ISSUER YES FOR FOR

PROPOSAL #4: ELECT DIRECTOR JAMES O. ELLIS, JR. ISSUER YES FOR FOR

PROPOSAL #5: ELECT DIRECTOR THOMAS J. FALK ISSUER YES FOR FOR

PROPOSAL #6: ELECT DIRECTOR GWENDOLYN S. KING ISSUER YES FOR FOR

PROPOSAL #7: ELECT DIRECTOR JAMES M. LOY ISSUER YES FOR FOR

PROPOSAL #8: ELECT DIRECTOR DOUGLAS H. MCCORKINDALE ISSUER YES FOR FOR

PROPOSAL #9: ELECT DIRECTOR JOSEPH W. RALSTON ISSUER YES FOR FOR

PROPOSAL #10: ELECT DIRECTOR ANNE STEVENS ISSUER YES FOR FOR

PROPOSAL #11: ELECT DIRECTOR ROBERT J. STEVENS ISSUER YES FOR FOR

PROPOSAL #12: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #13: APPROVE OMNIBUS STOCK PLAN ISSUER YES FOR FOR

PROPOSAL #14: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #15: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR FOR

PROPOSAL #16: PROVIDE RIGHT TO ACT BY WRITTEN CONSENT SHAREHOLDER YES AGAINST FOR

----------------------------------------------------------------------------------------------------------------------------------------------------------------

ISSUER: M&T BANK CORPORATION

TICKER: MTB CUSIP: 55261F104

MEETING DATE: 4/19/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.1: ELECT DIRECTOR BRENT D. BAIRD ISSUER YES FOR FOR

PROPOSAL #1.2: ELECT DIRECTOR ROBERT J. BENNETT ISSUER YES FOR FOR

PROPOSAL #1.3: ELECT DIRECTOR C. ANGELA BONTEMPO ISSUER YES FOR FOR

PROPOSAL #1.4: ELECT DIRECTOR ROBERT T. BRADY ISSUER YES FOR FOR

PROPOSAL #1.5: ELECT DIRECTOR MICHAEL D. BUCKLEY ISSUER YES FOR FOR

PROPOSAL #1.6: ELECT DIRECTOR T. JEFFERSON ISSUER YES FOR FOR

CUNNINGHAM, III

PROPOSAL #1.7: ELECT DIRECTOR MARK J. CZARNECKI ISSUER YES FOR FOR

PROPOSAL #1.8: ELECT DIRECTOR GARY N. GEISEL ISSUER YES FOR FOR

PROPOSAL #1.9: ELECT DIRECTOR PATRICK W.E. HODGSON ISSUER YES FOR FOR

PROPOSAL #1.10: ELECT DIRECTOR RICHARD G. KING ISSUER YES FOR FOR

PROPOSAL #1.11: ELECT DIRECTOR JORGE G. PEREIRA ISSUER YES FOR FOR

PROPOSAL #1.12: ELECT DIRECTOR MICHAEL P. PINTO ISSUER YES FOR FOR

PROPOSAL #1.13: ELECT DIRECTOR MELINDA R. RICH ISSUER YES FOR FOR

PROPOSAL #1.14: ELECT DIRECTOR ROBERT E. SADLER, JR. ISSUER YES FOR FOR

PROPOSAL #1.15: ELECT DIRECTOR HERBERT L. WASHINGTON ISSUER YES FOR FOR

PROPOSAL #1.16: ELECT DIRECTOR ROBERT G. WILMERS ISSUER YES FOR FOR

PROPOSAL #2: ADVISORY VOTE ON EXECUTIVE COMPENSATION ISSUER YES FOR FOR

PROPOSAL #3: RATIFY AUDITORS ISSUER YES FOR FOR

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ISSUER: MARATHON OIL CORPORATION

TICKER: MRO CUSIP: 565849106

MEETING DATE: 4/27/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: ELECT DIRECTOR GREGORY H. BOYCE ISSUER YES FOR FOR

PROPOSAL #2: ELECT DIRECTOR PIERRE BRONDEAU ISSUER YES FOR FOR

PROPOSAL #3: ELECT DIRECTOR CLARENCE P. CAZALOT, JR. ISSUER YES FOR FOR

PROPOSAL #4: ELECT DIRECTOR DAVID A. DABERKO ISSUER YES FOR FOR

PROPOSAL #5: ELECT DIRECTOR WILLIAM L. DAVIS ISSUER YES FOR FOR

PROPOSAL #6: ELECT DIRECTOR SHIRLEY ANN JACKSON ISSUER YES FOR FOR

PROPOSAL #7: ELECT DIRECTOR PHILIP LADER ISSUER YES FOR FOR

PROPOSAL #8: ELECT DIRECTOR CHARLES R. LEE ISSUER YES FOR FOR

PROPOSAL #9: ELECT DIRECTOR MICHAEL E. J. PHELPS ISSUER YES FOR FOR

PROPOSAL #10: ELECT DIRECTOR DENNIS H. REILLEY ISSUER YES FOR FOR

PROPOSAL #11: ELECT DIRECTOR SETH E. SCHOFIELD ISSUER YES FOR FOR

PROPOSAL #12: ELECT DIRECTOR JOHN W. SNOW ISSUER YES FOR FOR

PROPOSAL #13: ELECT DIRECTOR THOMAS J. USHER ISSUER YES FOR FOR

PROPOSAL #14: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #15: PROVIDE RIGHT TO CALL SPECIAL MEETING ISSUER YES FOR FOR

PROPOSAL #16: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #17: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR FOR

PROPOSAL #18: REPORT ON ACCIDENT RISK REDUCTION SHAREHOLDER YES AGAINST FOR

EFFORTS

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ISSUER: MARSH & MCLENNAN COMPANIES, INC.

TICKER: MMC CUSIP: 571748102

MEETING DATE: 5/19/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: ELECT DIRECTOR ZACHARY W. CARTER ISSUER YES FOR FOR

PROPOSAL #2: ELECT DIRECTOR BRIAN DUPERREAULT ISSUER YES FOR FOR

PROPOSAL #3: ELECT DIRECTOR OSCAR FANJUL ISSUER YES FOR FOR

PROPOSAL #4: ELECT DIRECTOR H. EDWARD HANWAY ISSUER YES FOR FOR

PROPOSAL #5: ELECT DIRECTOR LANG OF MONKTON ISSUER YES FOR FOR

PROPOSAL #6: ELECT DIRECTOR STEVEN A. MILLS ISSUER YES FOR FOR

PROPOSAL #7: ELECT DIRECTOR BRUCE P. NOLOP ISSUER YES FOR FOR

PROPOSAL #8: ELECT DIRECTOR MARC D. OKEN ISSUER YES FOR FOR

PROPOSAL #9: ELECT DIRECTOR MORTON O. SCHAPIRO ISSUER YES FOR FOR

PROPOSAL #10: ELECT DIRECTOR ADELE SIMMONS ISSUER YES FOR FOR

PROPOSAL #11: ELECT DIRECTOR LLOYD M. YATES ISSUER YES FOR FOR

PROPOSAL #12: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #13: APPROVE OMNIBUS STOCK PLAN ISSUER YES FOR FOR

PROPOSAL #14: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #15: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR FOR

PROPOSAL #16: PROVIDE RIGHT TO ACT BY WRITTEN CONSENT SHAREHOLDER YES AGAINST FOR

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ISSUER: MATTEL, INC.

TICKER: MAT CUSIP: 577081102

MEETING DATE: 5/13/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: ELECT DIRECTOR MICHAEL J. DOLAN ISSUER YES FOR FOR

PROPOSAL #2: ELECT DIRECTOR ROBERT A. ECKERT ISSUER YES FOR FOR

PROPOSAL #3: ELECT DIRECTOR FRANCES D. FERGUSSON ISSUER YES FOR FOR

PROPOSAL #4: ELECT DIRECTOR TULLY M. FRIEDMAN ISSUER YES FOR FOR

PROPOSAL #5: ELECT DIRECTOR DOMINIC NG ISSUER YES FOR FOR

PROPOSAL #6: ELECT DIRECTOR VASANT M. PRABHU ISSUER YES FOR FOR

PROPOSAL #7: ELECT DIRECTOR ANDREA L. RICH ISSUER YES FOR FOR

PROPOSAL #8: ELECT DIRECTOR DEAN A. SCARBOROUGH ISSUER YES FOR FOR

PROPOSAL #9: ELECT DIRECTOR CHRISTOPHER A. SINCLAIR ISSUER YES FOR FOR

PROPOSAL #10: ELECT DIRECTOR G. CRAIG SULLIVAN ISSUER YES FOR FOR

PROPOSAL #11: ELECT DIRECTOR KATHY BRITTAIN WHITE ISSUER YES FOR FOR

PROPOSAL #12: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #13: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR FOR

PROPOSAL #14: PROVIDE RIGHT TO CALL SPECIAL MEETING ISSUER YES FOR FOR

PROPOSAL #15: RATIFY AUDITORS ISSUER YES FOR FOR

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ISSUER: MAXIM INTEGRATED PRODUCTS, INC.

TICKER: MXIM CUSIP: 57772K101

MEETING DATE: 11/9/2010 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #01.1: ELECT DIRECTOR TUNC DOLUCA ISSUER YES FOR FOR

PROPOSAL #01.2: ELECT DIRECTOR B. KIPLING HAGOPIAN ISSUER YES FOR FOR

PROPOSAL #01.3: ELECT DIRECTOR JAMES R. BERGMAN ISSUER YES FOR FOR

PROPOSAL #01.4: ELECT DIRECTOR JOSEPH R. BRONSON ISSUER YES FOR FOR

PROPOSAL #01.5: ELECT DIRECTOR ROBERT E. GRADY ISSUER YES FOR FOR

PROPOSAL #01.6: ELECT DIRECTOR WILLIAM D. WATKINS ISSUER YES FOR FOR

PROPOSAL #01.7: ELECT DIRECTOR A.R. FRANK WAZZAN ISSUER YES FOR FOR

PROPOSAL #02: TO RATIFY THE APPOINTMENT OF DELOITTE & ISSUER YES FOR FOR

TOUCHE LLP AS MAXIM'S INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JUNE 25,

2011.

PROPOSAL #03: TO RATIFY AND APPROVE AN AMENDMENT TO ISSUER YES FOR FOR

MAXIM'S 2008 EMPLOYEE STOCK PURCHASE PLAN TO INCREASE

THE NUMBER OF SHARES AVAILABLE FOR ISSUANCE

THEREUNDER BY 2,000,000 SHARES.

PROPOSAL #04: TO RATIFY AND APPROVE AN AMENDMENT TO ISSUER YES FOR FOR

MAXIM'S AMENDED AND RESTATED 1996 STOCK INCENTIVE

PLAN TO INCREASE THE NUMBER OF SHARES AVAILABLE FOR

ISSUANCE THEREUNDER BY 7,000,000 SHARES.

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ISSUER: MCDONALD'S CORPORATION

TICKER: MCD CUSIP: 580135101

MEETING DATE: 5/19/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: ELECT DIRECTOR SUSAN E. ARNOLD ISSUER YES FOR FOR

PROPOSAL #2: ELECT DIRECTOR RICHARD H. LENNY ISSUER YES FOR FOR

PROPOSAL #3: ELECT DIRECTOR CARY D. MCMILLAN ISSUER YES FOR FOR

PROPOSAL #4: ELECT DIRECTOR SHEILA A. PENROSE ISSUER YES FOR FOR

PROPOSAL #5: ELECT DIRECTOR JAMES A. SKINNER ISSUER YES FOR FOR

PROPOSAL #6: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #7: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #8: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR FOR

PROPOSAL #9: REDUCE SUPERMAJORITY VOTE REQUIREMENT ISSUER YES FOR FOR

FOR TRANSACTIONS WITH INTERESTED SHAREHOLDERS

PROPOSAL #10: REDUCE SUPERMAJORITY VOTE REQUIREMENT ISSUER YES FOR FOR

RELATING TO THE BOARD OF DIRECTORS

PROPOSAL #11: REDUCE SUPERMAJORITY VOTE REQUIREMENT ISSUER YES FOR FOR

FOR SHAREHOLDER ACTION

PROPOSAL #12: DECLASSIFY THE BOARD OF DIRECTORS SHAREHOLDER YES FOR AGAINST

PROPOSAL #13: REQUIRE SUPPLIERS TO ADOPT CAK SHAREHOLDER YES ABSTAIN AGAINST

PROPOSAL #14: REPORT ON POLICY RESPONSES TO SHAREHOLDER YES ABSTAIN AGAINST

CHILDREN'S HEALTH CONCERNS AND FAST FOOD

PROPOSAL #15: REPORT ON BEVERAGE CONTAINER SHAREHOLDER YES ABSTAIN AGAINST

ENVIRONMENTAL STRATEGY

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ISSUER: MERCK & CO., INC.

TICKER: MRK CUSIP: 58933Y105

MEETING DATE: 5/24/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: ELECT DIRECTOR LESLIE A. BRUN ISSUER YES FOR FOR

PROPOSAL #2: ELECT DIRECTOR THOMAS R. CECH ISSUER YES FOR FOR

PROPOSAL #3: ELECT DIRECTOR RICHARD T. CLARK ISSUER YES FOR FOR

PROPOSAL #4: ELECT DIRECTOR KENNETH C. FRAZIER ISSUER YES FOR FOR

PROPOSAL #5: ELECT DIRECTOR THOMAS H. GLOCER ISSUER YES FOR FOR

PROPOSAL #6: ELECT DIRECTOR STEVEN F. GOLDSTONE ISSUER YES FOR FOR

PROPOSAL #7: ELECT DIRECTOR WILLIAM B. HARRISON. JR. ISSUER YES FOR FOR

PROPOSAL #8: ELECT DIRECTOR HARRY R. JACOBSON ISSUER YES FOR FOR

PROPOSAL #9: ELECT DIRECTOR WILLIAM N. KELLEY ISSUER YES FOR FOR

PROPOSAL #10: ELECT DIRECTOR C. ROBERT KIDDER ISSUER YES FOR FOR

PROPOSAL #11: ELECT DIRECTOR ROCHELLE B. LAZARUS ISSUER YES AGAINST AGAINST

PROPOSAL #12: ELECT DIRECTOR CARLOS E. REPRESAS ISSUER YES FOR FOR

PROPOSAL #13: ELECT DIRECTOR PATRICIA F. RUSSO ISSUER YES FOR FOR

PROPOSAL #14: ELECT DIRECTOR THOMAS E. SHENK ISSUER YES FOR FOR

PROPOSAL #15: ELECT DIRECTOR ANNE M. TATLOCK ISSUER YES FOR FOR

PROPOSAL #16: ELECT DIRECTOR CRAIG B. THOMPSON ISSUER YES FOR FOR

PROPOSAL #17: ELECT DIRECTOR WENDELL P. WEEKS ISSUER YES FOR FOR

PROPOSAL #18: ELECT DIRECTOR PETER C. WENDELL ISSUER YES FOR FOR

PROPOSAL #19: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #20: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #21: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR AGAINST

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ISSUER: NATIONAL BANK OF CANADA

TICKER: NA CUSIP: 633067103

MEETING DATE: 3/30/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.1: ELECT DIRECTOR LAWRENCE S. BLOOMBERG ISSUER YES FOR FOR

PROPOSAL #1.2: ELECT DIRECTOR ANDRE CAILLE ISSUER YES FOR FOR

PROPOSAL #1.3: ELECT DIRECTOR GERARD COULOMBE ISSUER YES FOR FOR

PROPOSAL #1.4: ELECT DIRECTOR BERNARD CYR ISSUER YES FOR FOR

PROPOSAL #1.5: ELECT DIRECTOR GILLIAN H. DENHAM ISSUER YES FOR FOR

PROPOSAL #1.6: ELECT DIRECTOR NICOLE DIAMOND-GELINAS ISSUER YES FOR FOR

PROPOSAL #1.7: ELECT DIRECTOR JEAN DOUVILLE ISSUER YES FOR FOR

PROPOSAL #1.8: ELECT DIRECTOR JEAN GAULIN ISSUER YES FOR FOR

PROPOSAL #1.9: ELECT DIRECTOR PAUL GOBEIL ISSUER YES FOR FOR

PROPOSAL #1.10: ELECT DIRECTOR JEAN HOUDE ISSUER YES FOR FOR

PROPOSAL #1.11: ELECT DIRECTOR LOUISE LAFLAMME ISSUER YES FOR FOR

PROPOSAL #1.12: ELECT DIRECTOR ROSEANN RUNTE ISSUER YES FOR FOR

PROPOSAL #1.13: ELECT DIRECTOR MARC P. TELLIER ISSUER YES FOR FOR

PROPOSAL #1.14: ELECT DIRECTOR PIERRE THABET ISSUER YES FOR FOR

PROPOSAL #1.15: ELECT DIRECTOR LOUIS VACHON ISSUER YES FOR FOR

PROPOSAL #2: ADVISORY VOTE ON EXECUTIVE COMPENSATION ISSUER YES FOR FOR

APPROACH

PROPOSAL #3: RATIFY SAMSON BELAIR/DELOITTE AND TOUCHE ISSUER YES FOR FOR

AS AUDITORS

PROPOSAL #4: ADOPT A POLICY STIPULATING AN INTERNAL SHAREHOLDER YES AGAINST FOR

PAY RATIO

PROPOSAL #5: ABOLITION OF SUBSIDIARIES AND BRANCHES SHAREHOLDER YES AGAINST FOR

IN TAX HAVENS

PROPOSAL #6: ADDITIONAL INFORMATION REGARDING PEER SHAREHOLDER YES AGAINST FOR

COMPARISONS OF COMPENSATION

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ISSUER: NEXTERA ENERGY, INC.

TICKER: NEE CUSIP: 65339F101

MEETING DATE: 5/20/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.1: ELECT DIRECTOR SHERRY S. BARRAT ISSUER YES FOR FOR

PROPOSAL #1.2: ELECT DIRECTOR ROBERT M. BEALL, II ISSUER YES FOR FOR

PROPOSAL #1.3: ELECT DIRECTOR J. HYATT BROWN ISSUER YES FOR FOR

PROPOSAL #1.4: ELECT DIRECTOR JAMES L. CAMAREN ISSUER YES FOR FOR

PROPOSAL #1.5: ELECT DIRECTOR KENNETH B. DUNN ISSUER YES FOR FOR

PROPOSAL #1.6: ELECT DIRECTOR J. BRIAN FERGUSON ISSUER YES FOR FOR

PROPOSAL #1.7: ELECT DIRECTOR LEWIS HAY, III ISSUER YES FOR FOR

PROPOSAL #1.8: ELECT DIRECTOR TONI JENNINGS ISSUER YES FOR FOR

PROPOSAL #1.9: ELECT DIRECTOR OLIVER D. KINGSLEY, JR. ISSUER YES FOR FOR

PROPOSAL #1.10: ELECT DIRECTOR RUDY E. SCHUPP ISSUER YES FOR FOR

PROPOSAL #1.11: ELECT DIRECTOR WILLIAM H. SWANSON ISSUER YES FOR FOR

PROPOSAL #1.12: ELECT DIRECTOR MICHAEL H. THAMAN ISSUER YES FOR FOR

PROPOSAL #1.13: ELECT DIRECTOR HANSEL E. TOOKES, II ISSUER YES FOR FOR

PROPOSAL #2: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #3: APPROVE OMNIBUS STOCK PLAN ISSUER YES FOR FOR

PROPOSAL #4: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #5: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR FOR

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ISSUER: NUCOR CORPORATION

TICKER: NUE CUSIP: 670346105

MEETING DATE: 5/12/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.1: ELECT DIRECTOR PETER C. BROWNING ISSUER YES FOR FOR

PROPOSAL #1.2: ELECT DIRECTOR VICTORIA F. HAYNES ISSUER YES FOR FOR

PROPOSAL #1.3: ELECT DIRECTOR CHRISTOPHER J. KEARNEY ISSUER YES FOR FOR

PROPOSAL #2: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #3: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #4: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR AGAINST

PROPOSAL #5: REQUIRE A MAJORITY VOTE FOR THE ELECTION SHAREHOLDER YES AGAINST FOR

OF DIRECTORS

PROPOSAL #6: REQUIRE INDEPENDENT BOARD CHAIRMAN SHAREHOLDER YES AGAINST FOR

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ISSUER: PACKAGING CORPORATION OF AMERICA

TICKER: PKG CUSIP: 695156109

MEETING DATE: 5/10/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.1: ELECT DIRECTOR CHERYL K. BEEBE ISSUER YES FOR FOR

PROPOSAL #1.2: ELECT DIRECTOR HENRY F. FRIGON ISSUER YES FOR FOR

PROPOSAL #1.3: ELECT DIRECTOR HASAN JAMEEL ISSUER YES FOR FOR

PROPOSAL #1.4: ELECT DIRECTOR MARK W. KOWLZAN ISSUER YES FOR FOR

PROPOSAL #1.5: ELECT DIRECTOR SAMUEL M. MENCOFF ISSUER YES FOR FOR

PROPOSAL #1.6: ELECT DIRECTOR ROGER B. PORTER ISSUER YES FOR FOR

PROPOSAL #1.7: ELECT DIRECTOR THOMAS S. SOULELES ISSUER YES FOR FOR

PROPOSAL #1.8: ELECT DIRECTOR PAUL T. STECKO ISSUER YES FOR FOR

PROPOSAL #1.9: ELECT DIRECTOR JAMES D. WOODRUM ISSUER YES FOR FOR

PROPOSAL #2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #3: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR FOR

PROPOSAL #4: RATIFY AUDITORS ISSUER YES FOR FOR

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ISSUER: PEPSICO, INC.

TICKER: PEP CUSIP: 713448108

MEETING DATE: 5/4/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: ELECT DIRECTOR S.L. BROWN ISSUER YES FOR FOR

PROPOSAL #2: ELECT DIRECTOR I.M. COOK ISSUER YES FOR FOR

PROPOSAL #3: ELECT DIRECTOR D. DUBLON ISSUER YES FOR FOR

PROPOSAL #4: ELECT DIRECTOR V.J. DZAU ISSUER YES FOR FOR

PROPOSAL #5: ELECT DIRECTOR R.L. HUNT ISSUER YES FOR FOR

PROPOSAL #6: ELECT DIRECTOR A. IBARGUEN ISSUER YES FOR FOR

PROPOSAL #7: ELECT DIRECTOR A.C. MARTINEZ ISSUER YES FOR FOR

PROPOSAL #8: ELECT DIRECTOR I.K. NOOYI ISSUER YES FOR FOR

PROPOSAL #9: ELECT DIRECTOR S.P. ROCKEFELLER ISSUER YES FOR FOR

PROPOSAL #10: ELECT DIRECTOR J.J. SCHIRO ISSUER YES FOR FOR

PROPOSAL #11: ELECT DIRECTOR L.G. TROTTER ISSUER YES FOR FOR

PROPOSAL #12: ELECT DIRECTOR D. VASELLA ISSUER YES FOR FOR

PROPOSAL #13: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #14: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR AGAINST

PROPOSAL #15: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #16: ADOPT MAJORITY VOTING FOR UNCONTESTED ISSUER YES FOR FOR

ELECTION OF DIRECTORS

PROPOSAL #17: AMEND ARTICLES/BYLAWS/CHARTER -- CALL SHAREHOLDER YES AGAINST FOR

SPECIAL MEETINGS

PROPOSAL #18: REPORT ON POLITICAL CONTRIBUTIONS SHAREHOLDER YES ABSTAIN AGAINST

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ISSUER: PFIZER INC.

TICKER: PFE CUSIP: 717081103

MEETING DATE: 4/28/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: ELECT DIRECTOR DENNIS A. AUSIELLO ISSUER YES FOR FOR

PROPOSAL #2: ELECT DIRECTOR MICHAEL S. BROWN ISSUER YES FOR FOR

PROPOSAL #3: ELECT DIRECTOR M. ANTHONY BURNS ISSUER YES FOR FOR

PROPOSAL #4: ELECT DIRECTOR W. DON CORNWELL ISSUER YES FOR FOR

PROPOSAL #5: ELECT DIRECTOR FRANCES D. FERGUSSON ISSUER YES FOR FOR

PROPOSAL #6: ELECT DIRECTOR WILLIAM H. GRAY III ISSUER YES FOR FOR

PROPOSAL #7: ELECT DIRECTOR CONSTANCE J. HORNER ISSUER YES FOR FOR

PROPOSAL #8: ELECT DIRECTOR JAMES M. KILTS ISSUER YES FOR FOR

PROPOSAL #9: ELECT DIRECTOR GEORGE A. LORCH ISSUER YES FOR FOR

PROPOSAL #10: ELECT DIRECTOR JOHN P. MASCOTTE ISSUER YES FOR FOR

PROPOSAL #11: ELECT DIRECTOR SUZANNE NORA JOHNSON ISSUER YES FOR FOR

PROPOSAL #12: ELECT DIRECTOR IAN C. READ ISSUER YES FOR FOR

PROPOSAL #13: ELECT DIRECTOR STEPHEN W. SANGER ISSUER YES FOR FOR

PROPOSAL #14: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #15: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #16: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR AGAINST

PROPOSAL #17: PUBLISH POLITICAL CONTRIBUTIONS SHAREHOLDER YES ABSTAIN AGAINST

PROPOSAL #18: REPORT ON PUBLIC POLICY ADVOCACY PROCESS SHAREHOLDER YES ABSTAIN AGAINST

PROPOSAL #19: ADOPT POLICY TO RESTRAIN PHARMACEUTICAL SHAREHOLDER YES ABSTAIN AGAINST

PRICE INCREASES

PROPOSAL #20: PROVIDE RIGHT TO ACT BY WRITTEN CONSENT SHAREHOLDER YES AGAINST FOR

PROPOSAL #21: AMEND ARTICLES/BYLAWS/CHARTER -- CALL SHAREHOLDER YES AGAINST FOR

SPECIAL MEETINGS

PROPOSAL #22: REPORT ON ANIMAL TESTING AND PLANS FOR SHAREHOLDER YES ABSTAIN AGAINST

REDUCTION

----------------------------------------------------------------------------------------------------------------------------------------------------------------

ISSUER: PG&E CORPORATION

TICKER: PCG CUSIP: 69331C108

MEETING DATE: 5/11/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: ELECT DIRECTOR DAVID R. ANDREWS ISSUER YES FOR FOR

PROPOSAL #2: ELECT DIRECTOR LEWIS CHEW ISSUER YES FOR FOR

PROPOSAL #3: ELECT DIRECTOR C. LEE COX ISSUER YES FOR FOR

PROPOSAL #4: ELECT DIRECTOR PETER A. DARBEE ISSUER YES FOR FOR

PROPOSAL #5: ELECT DIRECTOR MARYELLEN C. HERRINGER ISSUER YES FOR FOR

PROPOSAL #6: ELECT DIRECTOR ROGER H. KIMMEL ISSUER YES FOR FOR

PROPOSAL #7: ELECT DIRECTOR RICHARD A. MESERVE ISSUER YES FOR FOR

PROPOSAL #8: ELECT DIRECTOR FORREST E. MILLER ISSUER YES FOR FOR

PROPOSAL #9: ELECT DIRECTOR ROSENDO G. PARRA ISSUER YES FOR FOR

PROPOSAL #10: ELECT DIRECTOR BARBARA L. RAMBO ISSUER YES FOR FOR

PROPOSAL #11: ELECT DIRECTOR BARRY LAWSON WILLIAMS ISSUER YES FOR FOR

PROPOSAL #12: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #13: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #14: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR FOR

PROPOSAL #15: REQUIRE INDEPENDENT BOARD CHAIRMAN SHAREHOLDER YES AGAINST FOR

PROPOSAL #16: FORMULATE EEO POLICY THAT DOES NOT SHAREHOLDER YES AGAINST FOR

INCLUDE SEXUAL ORIENTATION

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ISSUER: PHILIP MORRIS INTERNATIONAL INC.

TICKER: PM CUSIP: 718172109

MEETING DATE: 5/11/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: ELECT DIRECTOR HAROLD BROWN ISSUER YES FOR FOR

PROPOSAL #2: ELECT DIRECTOR MATHIS CABIALLAVETTA ISSUER YES FOR FOR

PROPOSAL #3: ELECT DIRECTOR LOUIS C. CAMILLERI ISSUER YES FOR FOR

PROPOSAL #4: ELECT DIRECTOR J. DUDLEY FISHBURN ISSUER YES FOR FOR

PROPOSAL #5: ELECT DIRECTOR JENNIFER LI ISSUER YES FOR FOR

PROPOSAL #6: ELECT DIRECTOR GRAHAM MACKAY ISSUER YES FOR FOR

PROPOSAL #7: ELECT DIRECTOR SERGIO MARCHIONNE ISSUER YES FOR FOR

PROPOSAL #8: ELECT DIRECTOR LUCIO A. NOTO ISSUER YES FOR FOR

PROPOSAL #9: ELECT DIRECTOR CARLOS SLIM HELU ISSUER YES FOR FOR

PROPOSAL #10: ELECT DIRECTOR STEPHEN M. WOLF ISSUER YES FOR FOR

PROPOSAL #11: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #12: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #13: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR FOR

PROPOSAL #14: REPORT ON EFFECT OF MARKETING PRACTICES SHAREHOLDER YES ABSTAIN AGAINST

ON THE POOR

PROPOSAL #15: REQUIRE INDEPENDENT BOARD CHAIRMAN SHAREHOLDER YES AGAINST FOR

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ISSUER: PLUM CREEK TIMBER COMPANY, INC.

TICKER: PCL CUSIP: 729251108

MEETING DATE: 5/3/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: ELECT DIRECTOR RICK R. HOLLEY ISSUER YES FOR FOR

PROPOSAL #2: ELECT DIRECTOR ROBIN JOSEPHS ISSUER YES FOR FOR

PROPOSAL #3: ELECT DIRECTOR JOHN G. MCDONALD ISSUER YES FOR FOR

PROPOSAL #4: ELECT DIRECTOR ROBERT B. MCLEOD ISSUER YES FOR FOR

PROPOSAL #5: ELECT DIRECTOR JOHN F. MORGAN SR. ISSUER YES FOR FOR

PROPOSAL #6: ELECT DIRECTOR MARC F. RACICOT ISSUER YES FOR FOR

PROPOSAL #7: ELECT DIRECTOR JOHN H. SCULLY ISSUER YES FOR FOR

PROPOSAL #8: ELECT DIRECTOR STEPHEN C. TOBIAS ISSUER YES FOR FOR

PROPOSAL #9: ELECT DIRECTOR MARTIN A. WHITE ISSUER YES FOR FOR

PROPOSAL #10: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #11: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR FOR

PROPOSAL #12: RATIFY AUDITORS ISSUER YES FOR FOR

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ISSUER: PPG INDUSTRIES, INC.

TICKER: PPG CUSIP: 693506107

MEETING DATE: 4/21/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.1: ELECT DIRECTOR STEPHEN F. ANGEL ISSUER YES FOR FOR

PROPOSAL #1.2: ELECT DIRECTOR HUGH GRANT ISSUER YES FOR FOR

PROPOSAL #1.3: ELECT DIRECTOR MICHELE J. HOOPER ISSUER YES FOR FOR

PROPOSAL #1.4: ELECT DIRECTOR ROBERT MEHRABIAN ISSUER YES FOR FOR

PROPOSAL #2: AMEND OMNIBUS STOCK PLAN ISSUER YES FOR FOR

PROPOSAL #3: AMEND OMNIBUS STOCK PLAN ISSUER YES FOR FOR

PROPOSAL #4: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #5: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR FOR

PROPOSAL #6: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #7: REPORT ON COMMUNITY ENVIRONMENTAL IMPACT SHAREHOLDER YES ABSTAIN AGAINST

DISCLOSURE PROCESS

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ISSUER: RECKITT BENCKISER GROUP PLC

TICKER: N/A CUSIP: G74079107

MEETING DATE: 5/5/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: ACCEPT FINANCIAL STATEMENTS AND ISSUER YES FOR FOR

STATUTORY REPORTS

PROPOSAL #2: APPROVE REMUNERATION REPORT ISSUER YES FOR FOR

PROPOSAL #3: APPROVE FINAL DIVIDEND ISSUER YES FOR FOR

PROPOSAL #4: RE-ELECT ADRIAN BELLAMY AS DIRECTOR ISSUER YES FOR FOR

PROPOSAL #5: RE-ELECT PETER HARF AS DIRECTOR ISSUER YES FOR FOR

PROPOSAL #6: RE-ELECT BART BECHT AS DIRECTOR ISSUER YES AGAINST AGAINST

PROPOSAL #7: RE-ELECT GRAHAM MACKAY AS DIRECTOR ISSUER YES FOR FOR

PROPOSAL #8: ELECT LIZ DOHERTY AS DIRECTOR ISSUER YES FOR FOR

PROPOSAL #9: REAPPOINT PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR FOR

AUDITORS

PROPOSAL #10: AUTHORISE BOARD TO FIX REMUNERATION OF ISSUER YES FOR FOR

AUDITORS

PROPOSAL #11: AUTHORISE ISSUE OF EQUITY WITH PRE- ISSUER YES FOR FOR

EMPTIVE RIGHTS

PROPOSAL #12: AUTHORISE ISSUE OF EQUITY WITHOUT PRE- ISSUER YES FOR FOR

EMPTIVE RIGHTS

PROPOSAL #13: AUTHORISE MARKET PURCHASE ISSUER YES FOR FOR

PROPOSAL #14: AUTHORISE THE COMPANY TO CALL EGM WITH ISSUER YES FOR FOR

TWO WEEKS' NOTICE

PROPOSAL #15: AMEND 2007 SENIOR EXECUTIVES' SHARE ISSUER YES FOR FOR

OWNERSHIP POLICY PLAN, 2007 GLOBAL STOCK PROFIT PLAN,

2007 LONG-TERM INCENTIVE PLAN, 2007 US SAVINGS-

RELATED SHARE OPTION PLAN AND 2007 SAVINGS RELATED

SHARE OPTION PLAN

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ISSUER: ROYAL DUTCH SHELL PLC

TICKER: RDSB CUSIP: G7690A118

MEETING DATE: 5/17/2011 FOR/AGAINST

PROPOSAL: �� PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: ACCEPT FINANCIAL STATEMENTS AND ISSUER YES FOR FOR

STATUTORY REPORTS

PROPOSAL #2: APPROVE REMUNERATION REPORT ISSUER YES FOR FOR

PROPOSAL #3: ELECT LINDA STUNTZ AS DIRECTOR ISSUER YES FOR FOR

PROPOSAL #4: RE-ELECT JOSEF ACKERMANN AS DIRECTOR ISSUER YES FOR FOR

PROPOSAL #5: RE-ELECT MALCOLM BRINDED AS DIRECTOR ISSUER YES FOR FOR

PROPOSAL #6: ELECT GUY ELLIOTT AS DIRECTOR ISSUER YES FOR FOR

PROPOSAL #7: RE-ELECT SIMON HENRY AS DIRECTOR ISSUER YES FOR FOR

PROPOSAL #8: RE-ELECT CHARLES HOLLIDAY AS DIRECTOR ISSUER YES FOR FOR

PROPOSAL #9: RE-ELECT LORD KERR OF KINLOCHARD AS ISSUER YES FOR FOR

DIRECTOR

PROPOSAL #10: ELECT GERARD KLEISTERLEE AS DIRECTOR ISSUER YES FOR FOR

PROPOSAL #11: RE-ELECT CHRISTINE MORIN-POSTEL AS ISSUER YES FOR FOR

DIRECTOR

PROPOSAL #12: RE-ELECT JORMA OLLILA AS DIRECTOR ISSUER YES FOR FOR

PROPOSAL #13: RE-ELECT JEROEN VAN DER VEER AS DIRECTOR ISSUER YES FOR FOR

PROPOSAL #14: RE-ELECT PETER VOSER AS DIRECTOR ISSUER YES FOR FOR

PROPOSAL #15: RE-ELECT HANS WIJERS AS DIRECTOR ISSUER YES FOR FOR

PROPOSAL #16: REAPPOINT PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR FOR

AUDITORS OF THE COMPANY

PROPOSAL #17: AUTHORISE BOARD TO FIX REMUNERATION OF ISSUER YES FOR FOR

AUDITORS

PROPOSAL #18: AUTHORISE ISSUE OF EQUITY WITH PRE- ISSUER YES FOR FOR

EMPTIVE RIGHTS

PROPOSAL #19: AUTHORISE ISSUE OF EQUITY WITHOUT PRE- ISSUER YES FOR FOR

EMPTIVE RIGHTS

PROPOSAL #20: AUTHORISE MARKET PURCHASE ISSUER YES FOR FOR

PROPOSAL #21: AUTHORISE EU POLITICAL DONATIONS AND ISSUER YES FOR FOR

EXPENDITURE

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ISSUER: STANLEY BLACK & DECKER, INC.

TICKER: SWK CUSIP: 854502101

MEETING DATE: 4/19/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.1: ELECT DIRECTOR GEORGE W. BUCKLEY ISSUER YES FOR FOR

PROPOSAL #1.2: ELECT DIRECTOR CARLOS M. CARDOSO ISSUER YES FOR FOR

PROPOSAL #1.3: ELECT DIRECTOR ROBERT B. COUTTS ISSUER YES FOR FOR

PROPOSAL #1.4: ELECT DIRECTOR MANUEL A. FERNANDEZ ISSUER YES FOR FOR

PROPOSAL #1.5: ELECT DIRECTOR MARIANNE M. PARRS ISSUER YES FOR FOR

PROPOSAL #2: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #3: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #4: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR AGAINST

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ISSUER: SWISS REINSURANCE (SCHWEIZERISCHE RUECKVERSICHERUNGS)

TICKER: RUKN CUSIP: H84046137

MEETING DATE: 4/15/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.1: APPROVE REMUNERATION REPORT ISSUER YES FOR FOR

PROPOSAL #1.2: ACCEPT FINANCIAL STATEMENTS AND ISSUER YES FOR FOR

STATUTORY REPORTS

PROPOSAL #2: APPROVE ALLOCATION OF INCOME AND ISSUER YES FOR FOR

OMISSION OF DIVIDENDS

PROPOSAL #3: APPROVE DIVIDEND OF CHF 2.75 PER SHARE ISSUER YES FOR FOR

FROM SHARE PREMIUM RESERVE

PROPOSAL #4: APPROVE DISCHARGE OF BOARD AND SENIOR ISSUER YES FOR FOR

MANAGEMENT

PROPOSAL #5.1.1: REELECT RAYMUND BREU AS DIRECTOR ISSUER YES FOR FOR

PROPOSAL #5.1.2: REELECT MATHIS CABIALLAVETTA AS ISSUER YES FOR FOR

DIRECTOR

PROPOSAL #5.1.3: REELECT RAYMOND CH'IEN AS DIRECTOR ISSUER YES FOR FOR

PROPOSAL #5.1.4: REELECT RAJNA BRANDON AS DIRECTOR ISSUER YES FOR FOR

PROPOSAL #5.1.5: RELECT HANS MAERKI AS DIRECTOR ISSUER YES FOR FOR

PROPOSAL #5.1.6: ELECT RENATO FASSBIND AS DIRECTOR ISSUER YES FOR FOR

PROPOSAL #5.2: RATIFY PRICEWATERHOUSECOOPERS AS ISSUER YES FOR FOR

AUDITORS

PROPOSAL #6.1: APPROVE CREATION OF CHF 8.5 MILLION ISSUER YES FOR FOR

POOL OF CAPITAL WITH PARTIAL EXCLUSION OF PREEMPTIVE

RIGHTS

PROPOSAL #6.2: APPROVE CANCELLATION OF CHF 1.7 ISSUER YES FOR FOR

MILLION POOL OF CONDITIONAL CAPITAL FOR EMPLOYEE

PROPOSAL #6.3: APPROVE CANCELLATION OF CHF 16 MILLION ISSUER YES FOR FOR

POOL OF CONDITIONAL CAPITAL FOR CONVERTIBLE BONDS

ISSUED TO BERKSHIRE HATHAWAY

PROPOSAL #6.4: APPROVE CREATION OF CHF 4.2 MILLION ISSUER YES FOR FOR

POOL OF CAPITAL WITHOUT PREEMPTIVE RIGHTS FOR ISSUE

OF OPTIONS OR CONVERTIBLE FINANCIAL INSTRUMENTS

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ISSUER: SYSCO CORPORATION

TICKER: SYY CUSIP: 871829107

MEETING DATE: 11/12/2010 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1A: ELECTION OF DIRECTOR: JOHN M. CASSADAY ISSUER YES FOR FOR

PROPOSAL #1B: ELECTION OF DIRECTOR: MANUEL A. ISSUER YES FOR FOR

FERNANDEZ

PROPOSAL #1C: ELECTION OF DIRECTOR: HANS-JOACHIM ISSUER YES FOR FOR

KOERBER

PROPOSAL #1D: ELECTION OF DIRECTOR: JACKIE M. WARD ISSUER YES FOR FOR

PROPOSAL #02: TO APPROVE AN AMENDMENT TO THE SYSCO ISSUER YES FOR FOR

CORPORATION 1974 EMPLOYEES' STOCK PURCHASE PLAN TO

RESERVE 5,000,000 ADDITIONAL SHARES OF SYSCO

CORPORATION COMMON STOCK FOR ISSUANCE UNDER THE PLAN.

PROPOSAL #03: TO RATIFY THE APPOINTMENT OF ERNST & ISSUER YES FOR FOR

YOUNG LLP AS SYSCO'S INDEPENDENT ACCOUNTANTS FOR

FISCAL 2011.

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ISSUER: THE CHUBB CORPORATION

TICKER: CB CUSIP: 171232101

MEETING DATE: 4/26/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: ELECT DIRECTOR ZOE BAIRD ISSUER YES FOR FOR

PROPOSAL #2: ELECT DIRECTOR SHEILA P. BURKE ISSUER YES FOR FOR

PROPOSAL #3: ELECT DIRECTOR JAMES I. CASH, JR. ISSUER YES FOR FOR

PROPOSAL #4: ELECT DIRECTOR JOHN D. FINNEGAN ISSUER YES FOR FOR

PROPOSAL #5: ELECT DIRECTOR LAWRENCE W. KELLNER ISSUER YES FOR FOR

PROPOSAL #6: ELECT DIRECTOR MARTIN G. MCGUINN ISSUER YES FOR FOR

PROPOSAL #7: ELECT DIRECTOR LAWRENCE M. SMALL ISSUER YES FOR FOR

PROPOSAL #8: ELECT DIRECTOR JESS SODERBERG ISSUER YES FOR FOR

PROPOSAL #9: ELECT DIRECTOR DANIEL E. SOMERS ISSUER YES FOR FOR

PROPOSAL #10: ELECT DIRECTOR JAMES M. ZIMMERMAN ISSUER YES FOR FOR

PROPOSAL #11: ELECT DIRECTOR ALFRED W. ZOLLAR ISSUER YES FOR FOR

PROPOSAL #12: APPROVE EXECUTIVE INCENTIVE BONUS PLAN ISSUER YES FOR FOR

PROPOSAL #13: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #14: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #15: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR AGAINST

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ISSUER: THE HOME DEPOT, INC.

TICKER: HD CUSIP: 437076102

MEETING DATE: 6/2/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: ELECT DIRECTOR F. DUANE ACKERMAN ISSUER YES FOR FOR

PROPOSAL #2: ELECT DIRECTOR FRANCIS S. BLAKE ISSUER YES FOR FOR

PROPOSAL #3: ELECT DIRECTOR ARI BOUSBIB ISSUER YES FOR FOR

PROPOSAL #4: ELECT DIRECTOR GREGORY D. BRENNEMAN ISSUER YES FOR FOR

PROPOSAL #5: ELECT DIRECTOR J. FRANK BROWN ISSUER YES FOR FOR

PROPOSAL #6: ELECT DIRECTOR ALBERT P. CAREY ISSUER YES FOR FOR

PROPOSAL #7: ELECT DIRECTOR ARMANDO CODINA ISSUER YES FOR FOR

PROPOSAL #8: ELECT DIRECTOR BONNIE G. HILL ISSUER YES FOR FOR

PROPOSAL #9: ELECT DIRECTOR KAREN L. KATEN ISSUER YES FOR FOR

PROPOSAL #10: ELECT DIRECTOR RONALD L. SARGENT ISSUER YES FOR FOR

PROPOSAL #11: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #12: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #13: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR FOR

PROPOSAL #14: PROVIDE RIGHT TO ACT BY WRITTEN CONSENT ISSUER YES FOR FOR

PROPOSAL #15: RESTORE OR PROVIDE FOR CUMULATIVE VOTING SHAREHOLDER YES AGAINST FOR

PROPOSAL #16: AMEND ARTICLES/BYLAWS/CHARTER -- CALL SHAREHOLDER YES AGAINST FOR

SPECIAL MEETINGS

PROPOSAL #17: PREPARE EMPLOYMENT DIVERSITY REPORT SHAREHOLDER YES ABSTAIN AGAINST

PROPOSAL #18: ADOPT PROXY STATEMENT REPORTING ON SHAREHOLDER YES ABSTAIN AGAINST

POLITICAL CONTRIBUTIONS AND ADVISORY VOTE

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ISSUER: THE TORONTO-DOMINION BANK

TICKER: TD CUSIP: 891160509

MEETING DATE: 3/31/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #A.1: ELECT DIRECTOR WILLIAM E. BENNETT ISSUER YES FOR FOR

PROPOSAL #A.2: ELECT DIRECTOR HUGH J. BOLTON ISSUER YES FOR FOR

PROPOSAL #A.3: ELECT DIRECTOR JOHN L. BRAGG ISSUER YES FOR FOR

PROPOSAL #A.4: ELECT DIRECTOR AMY W. BRINKLEY ISSUER YES FOR FOR

PROPOSAL #A.5: ELECT DIRECTOR W. EDMUND CLARK ISSUER YES FOR FOR

PROPOSAL #A.6: ELECT DIRECTOR WENDY K. DOBSON ISSUER YES FOR FOR

PROPOSAL #A.7: ELECT DIRECTOR HENRY H. KETCHAM ISSUER YES FOR FOR

PROPOSAL #A.8: ELECT DIRECTOR PIERRE H. LESSARD ISSUER YES FOR FOR

PROPOSAL #A.9: ELECT DIRECTOR BRIAN M. LEVITT ISSUER YES FOR FOR

PROPOSAL #A.10: ELECT DIRECTOR HAROLD H. MACKAY ISSUER YES FOR FOR

PROPOSAL #A.11: ELECT DIRECTOR IRENE R. MILLER ISSUER YES FOR FOR

PROPOSAL #A.12: ELECT DIRECTOR NADIR H. MOHAMED ISSUER YES FOR FOR

PROPOSAL #A.13: ELECT DIRECTOR WILBUR J. PREZZANO ISSUER YES FOR FOR

PROPOSAL #A.14: ELECT DIRECTOR HELEN K. SINCLAIR ISSUER YES FOR FOR

PROPOSAL #A.15: ELECT DIRECTOR CAROLE S. TAYLOR ISSUER YES FOR FOR

PROPOSAL #A.16: ELECT DIRECTOR JOHN M. THOMPSON ISSUER YES FOR FOR

PROPOSAL #B: APPOINTMENT OF AUDITOR NAMED IN THE ISSUER YES FOR FOR

MANAGEMENT PROXY CIRCULAR

PROPOSAL #C: APPROACH TO EXECUTIVE COMPENSATION ISSUER YES FOR FOR

DISCLOSED IN THE REPORT OF THE HUMAN RESOURCES

COMMITTEE AND APPROACH TO COMPENSATION SECTIONS OF

THE MANAGEMENT PROXY CIRCULAR NOTE* ITEM C ABOVE IS

AN ADVISORY VOTE

PROPOSAL #D: SHAREHOLDER PROPOSAL A SHAREHOLDER YES AGAINST FOR

PROPOSAL #E: SHAREHOLDER PROPOSAL B SHAREHOLDER YES AGAINST FOR

PROPOSAL #F: SHAREHOLDER PROPOSAL C SHAREHOLDER YES AGAINST FOR

PROPOSAL #G: SHAREHOLDER PROPOSAL D SHAREHOLDER YES AGAINST FOR

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ISSUER: TOTAL SA

TICKER: FP CUSIP: 89151E109

MEETING DATE: 5/13/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: APPROVE FINANCIAL STATEMENTS AND ISSUER YES FOR FOR

STATUTORY REPORTS

PROPOSAL #2: ACCEPT CONSOLIDATED FINANCIAL STATEMENTS ISSUER YES FOR FOR

AND STATUTORY REPORTS

PROPOSAL #3: APPROVE ALLOCATION OF INCOME AND ISSUER YES FOR FOR

DIVIDENDS OF EUR 2.28 PER SHARE

PROPOSAL #4: APPROVE AUDITORS' SPECIAL REPORT ON ISSUER YES FOR FOR

RELATED-PARTY TRANSACTIONS

PROPOSAL #5: AUTHORIZE REPURCHASE OF UP TO 10 PERCENT ISSUER YES FOR FOR

OF ISSUED SHARE CAPITAL

PROPOSAL #6: REELECT PATRICIA BARBIZET AS DIRECTOR ISSUER YES FOR FOR

PROPOSAL #7: REELECT PAUL DESMARAIS JR. AS DIRECTOR ISSUER YES AGAINST AGAINST

PROPOSAL #8: REELECT CLAUDE MANDIL AS DIRECTOR ISSUER YES FOR FOR

PROPOSAL #9: ELECT MARIE-CHRISTINE COISNE AS DIRECTOR ISSUER YES FOR FOR

PROPOSAL #10: ELECT BARBARA KUX AS DIRECTOR ISSUER YES FOR FOR

PROPOSAL #11: AUTHORIZE UP TO 0.8 PERCENT OF ISSUED ISSUER YES FOR FOR

CAPITAL FOR USE IN RESTRICTED STOCK PLAN

PROPOSAL #A: AMEND ARTICLE 9 OF BYLAWS RE: SHARE SHAREHOLDER YES AGAINST FOR

OWNERSHIP DISCLOSURE THRESHOLD PUBLICATION

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ISSUER: UNILEVER NV

TICKER: N/A CUSIP: 904784709

MEETING DATE: 5/12/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #2: APPROVE FINANCIAL STATEMENTS AND ISSUER YES FOR FOR

ALLOCATION OF INCOME

PROPOSAL #3: APPROVE DISCHARGE OF EXECUTIVE BOARD ISSUER YES FOR FOR

MEMBERS

PROPOSAL #4: APPROVE DISCHARGE OF NON-EXECUTIVE BOARD ISSUER YES FOR FOR

MEMBERS

PROPOSAL #5: REELECT P.G.J.M. POLMAN AS CEO TO BOARD ISSUER YES FOR FOR

OF DIRECTORS

PROPOSAL #6: RELECT R.J.M.S. HUET AS CFO TO BOARD OF ISSUER YES FOR FOR

DIRECTORS

PROPOSAL #7: REELECT L.O. FRESCO TO BOARD OF DIRECTORS ISSUER YES FOR FOR

PROPOSAL #8: REELECT A.M. FUDGE TO BOARD OF DIRECTORS ISSUER YES FOR FOR

PROPOSAL #9: REELECT C.E. GOLDEN TO BOARD OF DIRECTORS ISSUER YES FOR FOR

PROPOSAL #10: REELECT B.E. GROTE TO BOARD OF DIRECTORS ISSUER YES FOR FOR

PROPOSAL #11: REELECT H. NYASULU TO BOARD OF DIRECTORS ISSUER YES FOR FOR

PROPOSAL #12: REELECT M. RIFKIND TO BOARD OF DIRECTORS ISSUER YES FOR FOR

PROPOSAL #13: REELECT K.J. STORM TO BOARD OF DIRECTORS ISSUER YES FOR FOR

PROPOSAL #14: REELECT M. TRESCHOW TO BOARD OF ISSUER YES FOR FOR

DIRECTORS

PROPOSAL #15: REELECT P.S. WALSH TO BOARD OF DIRECTORS ISSUER YES FOR FOR

PROPOSAL #16: ELECT S. BHARTI MITTAL TO BOARD OF ISSUER YES FOR FOR

DIRECTORS

PROPOSAL #17: AUTHORIZE REPURCHASE OF UP TO 10 ISSUER YES FOR FOR

PERCENT OF ISSUED SHARE CAPITAL

PROPOSAL #18: APPROVE AUTHORIZATION TO CANCEL ISSUER YES FOR FOR

ORDINARY SHARES

PROPOSAL #19: GRANT BOARD AUTHORITY TO ISSUE SHARES ISSUER YES FOR FOR

UP TO10 PERCENT OF ISSUED CAPITAL PLUS ADDITIONAL 10

PERCENT IN CASE OF TAKEOVER/MERGER AND

RESTRICTING/EXCLUDING PREEMPTIVE RIGHTS

PROPOSAL #20: RATIFY PRICEWATERHOUSECOOPERS AS ISSUER YES FOR FOR

AUDITORS

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ISSUER: WASTE MANAGEMENT, INC.

TICKER: WM CUSIP: 94106L109

MEETING DATE: 5/13/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: ELECT DIRECTOR PASTORA SAN JUAN CAFFERTY ISSUER YES FOR FOR

PROPOSAL #2: ELECT DIRECTOR FRANK M. CLARK, JR. ISSUER YES FOR FOR

PROPOSAL #3: ELECT DIRECTOR PATRICK W. GROSS ISSUER YES FOR FOR

PROPOSAL #4: ELECT DIRECTOR JOHN C. POPE ISSUER YES FOR FOR

PROPOSAL #5: ELECT DIRECTOR W. ROBERT REUM ISSUER YES FOR FOR

PROPOSAL #6: ELECT DIRECTOR STEVEN G. ROTHMEIER ISSUER YES FOR FOR

PROPOSAL #7: ELECT DIRECTOR DAVID P. STEINER ISSUER YES FOR FOR

PROPOSAL #8: ELECT DIRECTOR THOMAS H. WEIDEMEYER ISSUER YES FOR FOR

PROPOSAL #9: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #10: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #11: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR FOR

PROPOSAL #12: PROVIDE RIGHT TO CALL SPECIAL MEETING ISSUER YES FOR FOR

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ISSUER: XCEL ENERGY INC.

TICKER: XEL CUSIP: 98389B100

MEETING DATE: 5/18/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: ELECT DIRECTOR FREDRIC W. CORRIGAN ISSUER YES FOR FOR

PROPOSAL #2: ELECT DIRECTOR RICHARD K. DAVIS ISSUER YES FOR FOR

PROPOSAL #3: ELECT DIRECTOR BENJAMIN G.S. FOWKE, III ISSUER YES FOR FOR

PROPOSAL #4: ELECT DIRECTOR RICHARD C. KELLY ISSUER YES FOR FOR

PROPOSAL #5: ELECT DIRECTOR ALBERT F. MORENO ISSUER YES FOR FOR

PROPOSAL #6: ELECT DIRECTOR CHRISTOPHER J. POLICINSKI ISSUER YES FOR FOR

PROPOSAL #7: ELECT DIRECTOR A. PATRICIA SAMPSON ISSUER YES FOR FOR

PROPOSAL #8: ELECT DIRECTOR JAMES J. SHEPPARD ISSUER YES FOR FOR

PROPOSAL #9: ELECT DIRECTOR DAVID A. WESTERLUND ISSUER YES FOR FOR

PROPOSAL #10: ELECT DIRECTOR KIM WILLIAMS ISSUER YES FOR FOR

PROPOSAL #11: ELECT DIRECTOR TIMOTHY V. WOLF ISSUER YES FOR FOR

PROPOSAL #12: AMEND NON-EMPLOYEE DIRECTOR RESTRICTED ISSUER YES FOR FOR

STOCK PLAN

PROPOSAL #13: ELIMINATE CUMULATIVE VOTING ISSUER YES FOR FOR

PROPOSAL #14: AMEND ARTICLES OF INCORPORATION ISSUER YES FOR FOR

PROPOSAL #15: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #16: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR FOR

PROPOSAL #17: RATIFY AUDITORS ISSUER YES FOR FOR

SIGNATURES

Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly

caused this report to be signed on its behalf by the undersigned, thereunto duly

authorized.

VANGUARD WELLESLEY INCOME FUND

By: /s/F. William McNabb III

(Heidi Stam)

F. William McNabb III*

Chairman and Chief Executive Officer

Date: August 31, 2011

* By Power of Attorney. Filed on April 26, 2010, see File Number 33-53683.

Incorporated by Reference.

Vanguard Wellesley Income Fund (VWIAX) N-PXAnnual report of proxy voting record