UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD
OF
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, 2013 - JUNE 30, 2014
FUND: VANGUARD WELLESLEY INCOME FUND
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ISSUER: ACE Limited
TICKER: ACE CUSIP: H0023R105
MEETING DATE: 5/15/2014 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: ACCEPT FINANCIAL STATEMENTS AND ISSUER YES FOR FOR
STATUTORY REPORTS
PROPOSAL #2: ALLOCATE DISPOSABLE PROFIT ISSUER YES FOR FOR
PROPOSAL #3: APPROVE DISCHARGE OF BOARD AND SENIOR ISSUER YES FOR FOR
MANAGEMENT
PROPOSAL #4.1: ELECT DIRECTOR JOHN EDWARDSON ISSUER YES FOR FOR
PROPOSAL #4.2: ELECT DIRECTOR KIMBERLY ROSS ISSUER YES FOR FOR
PROPOSAL #4.3: ELECT DIRECTOR ROBERT SCULLY ISSUER YES FOR FOR
PROPOSAL #4.4: ELECT DIRECTOR DAVID SIDWELL ISSUER YES FOR FOR
PROPOSAL #4.5: ELECT DIRECTOR EVAN G. GREENBERG ISSUER YES FOR FOR
PROPOSAL #4.6: ELECT DIRECTOR ROBERT M. HERNANDEZ ISSUER YES FOR FOR
PROPOSAL #4.7: ELECT DIRECTOR MICHAEL G. ATIEH ISSUER YES FOR FOR
PROPOSAL #4.8: ELECT DIRECTOR MARY A. CIRILLO ISSUER YES FOR FOR
PROPOSAL #4.9: ELECT DIRECTOR MICHAEL P. CONNORS ISSUER YES FOR FOR
PROPOSAL #4.10: ELECT DIRECTOR PETER MENIKOFF ISSUER YES FOR FOR
PROPOSAL #4.11: ELECT DIRECTOR LEO F. MULLIN ISSUER YES FOR FOR
PROPOSAL #4.12: ELECT DIRECTOR EUGENE B. SHANKS, JR. ISSUER YES FOR FOR
PROPOSAL #4.13: ELECT DIRECTOR THEODORE E. SHASTA ISSUER YES FOR FOR
PROPOSAL #4.14: ELECT DIRECTOR OLIVIER STEIMER ISSUER YES FOR FOR
PROPOSAL #5: ELECT EVAN G. GREENBERG AS BOARD ISSUER YES FOR FOR
CHAIRMAN
PROPOSAL #6.1: APPOINT MICHAEL P. CONNORS AS MEMBER ISSUER YES FOR FOR
OF THE COMPENSATION COMMITTEE
PROPOSAL #6.2: APPOINT MARY A. CIRILLO AS MEMBER OF �� ISSUER YES FOR FOR
THE COMPENSATION COMMITTEE
PROPOSAL #6.3: APPOINT JOHN EDWARDSON AS MEMBER OF ISSUER YES FOR FOR
THE COMPENSATION COMMITTEE
PROPOSAL #6.4: APPOINT ROBERT M. HERNANDEZ AS MEMBER ISSUER YES FOR FOR
OF THE COMPENSATION COMMITTEE
PROPOSAL #7: DESIGNATE HOMBURGER AG AS INDEPENDENT ISSUER YES FOR FOR
PROXY
PROPOSAL #8.1: RATIFY PRICEWATERHOUSECOOPERS AG ISSUER YES FOR FOR
(ZURICH) AS AUDITORS
PROPOSAL #8.2: RATIFY PRICEWATERHOUSECOOPERS LLP ISSUER YES FOR FOR
(UNITED STATES) AS INDEPENDENT REGISTERED ACCOUNTING
FIRM AS AUDITORS
PROPOSAL #8.3: RATIFY BDO AG (ZURICH) AS SPECIAL ISSUER YES FOR FOR
AUDITORS
PROPOSAL #9: APPROVE CREATION OF CHF 3.7 BILLION POOL ISSUER YES FOR FOR
OF CAPITAL WITHOUT PREEMPTIVE RIGHTS
PROPOSAL #10: APPROVE DIVIDEND DISTRIBUTION FROM ISSUER YES FOR FOR
LEGAL RESERVES THROUGH REDUCTION OF PAR VALUE
PROPOSAL #11: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #12: TRANSACT OTHER BUSINESS (VOTING) ISSUER YES ABSTAIN AGAINST
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ISSUER: Altria Group, Inc.
TICKER: MO CUSIP: 02209S103
MEETING DATE: 5/14/2014 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR GERALD L. BALILES ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR MARTIN J. BARRINGTON ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR JOHN T. CASTEEN, III ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR DINYAR S. DEVITRE ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT DIRECTOR THOMAS F. FARRELL, II ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT DIRECTOR THOMAS W. JONES ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT DIRECTOR DEBRA J. KELLY-ENNIS ISSUER YES FOR FOR
PROPOSAL #1.8: ELECT DIRECTOR W. LEO KIELY, III ISSUER YES FOR FOR
PROPOSAL #1.9: ELECT DIRECTOR KATHRYN B. MCQUADE ISSUER YES FOR FOR
PROPOSAL #1.10: ELECT DIRECTOR GEORGE MUÑOZ ISSUER YES FOR FOR
PROPOSAL #1.11: ELECT DIRECTOR NABIL Y. SAKKAB 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: INFORM POOR AND LESS EDUCATED ON HEALTH SHAREHOLDER YES AGAINST FOR
CONSEQUENCES OF TOBACCO
PROPOSAL #5: REPORT ON LOBBYING PAYMENTS AND POLICY SHAREHOLDER YES AGAINST FOR
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Analog Devices, Inc.
TICKER: ADI CUSIP: 032654105
MEETING DATE: 3/12/2014 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1a: ELECT DIRECTOR RAY STATA ISSUER YES FOR FOR
PROPOSAL #1b: ELECT DIRECTOR VINCENT T. ROCHE ISSUER YES FOR FOR
PROPOSAL #1c: ELECT DIRECTOR RICHARD M. BEYER ISSUER YES FOR FOR
PROPOSAL #1d: ELECT DIRECTOR JAMES A. CHAMPY ISSUER YES FOR FOR
PROPOSAL #1e: ELECT DIRECTOR JOHN C. HODGSON ISSUER YES FOR FOR
PROPOSAL #1f: ELECT DIRECTOR YVES-ANDRE ISTEL ISSUER YES FOR FOR
PROPOSAL #1g: ELECT DIRECTOR NEIL NOVICH ISSUER YES FOR FOR
PROPOSAL #1h: ELECT DIRECTOR F. GRANT SAVIERS ISSUER YES FOR FOR
PROPOSAL #1i: ELECT DIRECTOR KENTON J. SICCHITANO ISSUER YES FOR FOR
PROPOSAL #1j: ELECT DIRECTOR LISA T. SU ISSUER YES FOR FOR
PROPOSAL #2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #3: AMEND OMNIBUS STOCK PLAN ISSUER YES FOR FOR
PROPOSAL #4: RATIFY AUDITORS ISSUER YES FOR FOR
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ISSUER: AstraZeneca plc
TICKER: AZN CUSIP: 046353108
MEETING DATE: 4/24/2014 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: ACCEPT FINANCIAL STATEMENTS AND ISSUER YES FOR FOR
STATUTORY REPORTS
PROPOSAL #2: APPROVE DIVIDENDS ISSUER YES FOR FOR
PROPOSAL #3: APPOINT KPMG LLP AS AUDITOR ISSUER YES FOR FOR
PROPOSAL #4: AUTHORISE BOARD TO FIX REMUNERATION OF ISSUER YES FOR FOR
AUDITORS
PROPOSAL #5(a): RE-ELECT LEIF JOHANSSON AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #5(b): RE-ELECT PASCAL SORIOT AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #5(c): ELECT MARC DUNOYER AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #5(d): RE-ELECT GENEVIEVE BERGER AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #5(e): RE-ELECT BRUCE BURLINGTON AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #5(f): ELECT ANN CAIRNS AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #5(g): RE-ELECT GRAHAM CHIPCHASE AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #5(h): RE-ELECT JEAN-PHILIPPE COURTOIS AS ISSUER YES AGAINST AGAINST
DIRECTOR
PROPOSAL #5(i): RE-ELECT RUDY MARKHAM AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #5(j): RE-ELECT NANCY ROTHWELL AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #5(k): RE-ELECT SHRITI VADERA AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #5(l): RE-ELECT JOHN VARLEY AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #5(m): RE-ELECT MARCUS WALLENBERG AS ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #6: APPROVE REMUNERATION REPORT ISSUER YES FOR FOR
PROPOSAL #7: APPROVE REMUNERATION POLICY ISSUER YES FOR FOR
PROPOSAL #8: AUTHORISE EU POLITICAL DONATIONS AND ISSUER YES FOR FOR
EXPENDITURE
PROPOSAL #9: AUTHORISE ISSUE OF EQUITY WITH PRE- ISSUER YES FOR FOR
EMPTIVE RIGHTS
PROPOSAL #10: AUTHORISE ISSUE OF EQUITY WITHOUT PRE- ISSUER YES FOR FOR
EMPTIVE RIGHTS
PROPOSAL #11: AUTHORISE MARKET PURCHASE OF ORDINARY ISSUER YES FOR FOR
SHARES
PROPOSAL #12: AUTHORISE THE COMPANY TO CALL EGM WITH ISSUER YES FOR FOR
TWO WEEKS' NOTICE
PROPOSAL #13: APPROVE PERFORMANCE SHARE PLAN ISSUER YES FOR FOR
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ISSUER: AT&T Inc.
TICKER: T CUSIP: 00206R102
MEETING DATE: 4/25/2014 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR RANDALL L. STEPHENSON ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR REUBEN V. ANDERSON ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR JAIME CHICO PARDO ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR SCOTT T. FORD ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT DIRECTOR JAMES P. KELLY ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT DIRECTOR JON C. MADONNA ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT DIRECTOR MICHAEL B. MCCALLISTER ISSUER YES FOR FOR
PROPOSAL #1.8: ELECT DIRECTOR JOHN B. MCCOY ISSUER YES FOR FOR
PROPOSAL #1.9: ELECT DIRECTOR BETH E. MOONEY ISSUER YES FOR FOR
PROPOSAL #1.10: ELECT DIRECTOR JOYCE M. ROCHE ISSUER YES FOR FOR
PROPOSAL #1.11: ELECT DIRECTOR MATTHEW K. ROSE ISSUER YES FOR FOR
PROPOSAL #1.12: ELECT DIRECTOR CYNTHIA B. TAYLOR ISSUER YES FOR FOR
PROPOSAL #1.13: ELECT DIRECTOR LAURA D'ANDREA TYSON 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: APPROVE SEVERANCE AGREEMENTS/CHANGE-IN- ISSUER YES FOR FOR
CONTROL AGREEMENTS
PROPOSAL #5: REPORT ON INDIRECT POLITICAL SHAREHOLDER YES AGAINST FOR
CONTRIBUTIONS
PROPOSAL #6: REPORT ON LOBBYING PAYMENTS AND POLICY SHAREHOLDER YES AGAINST FOR
PROPOSAL #7: LOWER OWNERSHIP THRESHOLD FOR ACTION BY SHAREHOLDER YES AGAINST FOR
WRITTEN CONSENT
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ISSUER: Baxter International Inc.
TICKER: BAX CUSIP: 071813109
MEETING DATE: 5/6/2014 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1a: ELECT DIRECTOR WAYNE T. HOCKMEYER ISSUER YES FOR FOR
PROPOSAL #1b: ELECT DIRECTOR ROBERT L. PARKINSON, JR. ISSUER YES FOR FOR
PROPOSAL #1c: ELECT DIRECTOR THOMAS T. STALLKAMP ISSUER YES FOR FOR
PROPOSAL #1d: ELECT DIRECTOR ALBERT P. L. STROUCKEN 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: PROVIDE RIGHT TO ACT BY WRITTEN CONSENT SHAREHOLDER YES AGAINST FOR
PROPOSAL #5: STOCK RETENTION/HOLDING PERIOD SHAREHOLDER YES AGAINST FOR
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ISSUER: BlackRock, Inc.
TICKER: BLK CUSIP: 09247X101
MEETING DATE: 5/29/2014 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1a: ELECT DIRECTOR ABDLATIF YOUSEF AL-HAMAD ISSUER YES FOR FOR
PROPOSAL #1b: ELECT DIRECTOR MATHIS CABIALLAVETTA ISSUER YES FOR FOR
PROPOSAL #1c: ELECT DIRECTOR PAMELA DALEY ISSUER YES FOR FOR
PROPOSAL #1d: ELECT DIRECTOR JESSICA P. EINHORN ISSUER YES FOR FOR
PROPOSAL #1e: ELECT DIRECTOR FABRIZIO FREDA ISSUER YES FOR FOR
PROPOSAL #1f: ELECT DIRECTOR MURRY S. GERBER ISSUER YES FOR FOR
PROPOSAL #1g: ELECT DIRECTOR JAMES GROSFELD ISSUER YES FOR FOR
PROPOSAL #1h: ELECT DIRECTOR DAVID H. KOMANSKY ISSUER YES FOR FOR
PROPOSAL #1i: ELECT DIRECTOR DERYCK MAUGHAN ISSUER YES FOR FOR
PROPOSAL #1j: ELECT DIRECTOR CHERYL D. MILLS ISSUER YES FOR FOR
PROPOSAL #1k: ELECT DIRECTOR MARCO ANTONIO SLIM DOMIT ISSUER YES FOR FOR
PROPOSAL #1l: ELECT DIRECTOR JOHN S. VARLEY ISSUER YES FOR FOR
PROPOSAL #1m: ELECT DIRECTOR SUSAN L. WAGNER ISSUER YES FOR FOR
PROPOSAL #2: AMEND OMNIBUS STOCK PLAN ISSUER YES FOR FOR
PROPOSAL #3: AMEND EXECUTIVE INCENTIVE BONUS PLAN ISSUER YES FOR FOR
PROPOSAL #4: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #5: RATIFY AUDITORS ISSUER YES FOR FOR
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ISSUER: Bristol-Myers Squibb Company
TICKER: BMY CUSIP: 110122108
MEETING DATE: 5/6/2014 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: ELECT DIRECTOR LAMBERTO ANDREOTTI ISSUER YES FOR FOR
PROPOSAL #1B: ELECT DIRECTOR LEWIS B. CAMPBELL ISSUER YES FOR FOR
PROPOSAL #1C: ELECT DIRECTOR JAMES M. CORNELIUS ISSUER YES FOR FOR
PROPOSAL #1D: ELECT DIRECTOR LAURIE H. GLIMCHER ISSUER YES FOR FOR
PROPOSAL #1E: ELECT DIRECTOR MICHAEL GROBSTEIN ISSUER YES FOR FOR
PROPOSAL #1F: ELECT DIRECTOR ALAN J. LACY ISSUER YES FOR FOR
PROPOSAL #1G: ELECT DIRECTOR THOMAS J. LYNCH, JR. ISSUER YES FOR FOR
PROPOSAL #1H: ELECT DIRECTOR DINESH C. PALIWAL ISSUER YES FOR FOR
PROPOSAL #1I: ELECT DIRECTOR VICKI L. SATO ISSUER YES FOR FOR
PROPOSAL #1J: ELECT DIRECTOR GERALD L. STORCH ISSUER YES FOR FOR
PROPOSAL #1K: ELECT DIRECTOR TOGO D. WEST, 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: ADOPT SIMPLE MAJORITY VOTE SHAREHOLDER YES AGAINST N/A
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ISSUER: British American Tobacco plc
TICKER: BATS CUSIP: G1510J102
MEETING DATE: 4/30/2014 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 POLICY ISSUER YES FOR FOR
PROPOSAL #3: APPROVE REMUNERATION REPORT ISSUER YES FOR FOR
PROPOSAL #4: APPROVE FINAL DIVIDEND ISSUER YES FOR FOR
PROPOSAL #5: REAPPOINT PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR FOR
AUDITORS
PROPOSAL #6: AUTHORISE BOARD TO FIX REMUNERATION OF ISSUER YES FOR FOR
AUDITORS
PROPOSAL #7: RE-ELECT RICHARD BURROWS AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #8: RE-ELECT KAREN DE SEGUNDO AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #9: RE-ELECT NICANDRO DURANTE AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #10: RE-ELECT ANN GODBEHERE AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #11: RE-ELECT CHRISTINE MORIN-POSTEL AS ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #12: RE-ELECT GERRY MURPHY AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #13: RE-ELECT KIERAN POYNTER AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #14: RE-ELECT BEN STEVENS AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #15: RE-ELECT RICHARD TUBB AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #16: ELECT SAVIO KWAN AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #17: AUTHORISE ISSUE OF EQUITY WITH PRE- ISSUER YES FOR FOR
EMPTIVE RIGHTS
PROPOSAL #18: AUTHORISE ISSUE OF EQUITY WITHOUT PRE- ISSUER YES FOR FOR
EMPTIVE RIGHTS
PROPOSAL #19: AUTHORISE MARKET PURCHASE OF ORDINARY ISSUER YES FOR FOR
SHARES
PROPOSAL #20: APPROVE EU POLITICAL DONATIONS AND ISSUER YES FOR FOR
EXPENDITURE
PROPOSAL #21: AUTHORISE THE COMPANY TO CALL EGM WITH ISSUER YES FOR FOR
TWO WEEKS' NOTICE
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ISSUER: Caterpillar Inc.
TICKER: CAT CUSIP: 149123101
MEETING DATE: 6/11/2014 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR DAVID L. CALHOUN ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR DANIEL M. DICKINSON ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR JUAN GALLARDO ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR JESSE J. GREENE, JR. ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT DIRECTOR JON M. HUNTSMAN, JR. ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT DIRECTOR PETER A. MAGOWAN ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT DIRECTOR DENNIS A. MUILENBURG ISSUER YES FOR FOR
PROPOSAL #1.8: ELECT DIRECTOR DOUGLAS R. OBERHELMAN ISSUER YES FOR FOR
PROPOSAL #1.9: ELECT DIRECTOR WILLIAM A. OSBORN ISSUER YES FOR FOR
PROPOSAL #1.10: ELECT DIRECTOR EDWARD B. RUST, JR. ISSUER YES FOR FOR
PROPOSAL #1.11: ELECT DIRECTOR SUSAN C. SCHWAB ISSUER YES FOR FOR
PROPOSAL #1.12: ELECT DIRECTOR MILES D. WHITE 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: APPROVE OMNIBUS STOCK PLAN ISSUER YES FOR FOR
PROPOSAL #5: APPROVE EXECUTIVE INCENTIVE BONUS PLAN ISSUER YES FOR FOR
PROPOSAL #6: REVIEW AND AMEND HUMAN RIGHTS POLICIES SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #7: REPORT ON CONTROLS TO ENSURE NO SALES TO SHAREHOLDER YES ABSTAIN AGAINST
SUDAN
PROPOSAL #8: PROVIDE FOR CUMULATIVE VOTING SHAREHOLDER YES AGAINST FOR
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ISSUER: Chevron Corporation
TICKER: CVX CUSIP: 166764100
MEETING DATE: 5/28/2014 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1a: ELECT DIRECTOR LINNET F. DEILY ISSUER YES FOR FOR
PROPOSAL #1b: ELECT DIRECTOR ROBERT E. DENHAM ISSUER YES FOR FOR
PROPOSAL #1c: ELECT DIRECTOR ALICE P. GAST ISSUER YES FOR FOR
PROPOSAL #1d: ELECT DIRECTOR ENRIQUE HERNANDEZ, JR. ISSUER YES FOR FOR
PROPOSAL #1e: ELECT DIRECTOR JON M. HUNTSMAN, JR. ISSUER YES FOR FOR
PROPOSAL #1f: ELECT DIRECTOR GEORGE L. KIRKLAND ISSUER YES FOR FOR
PROPOSAL #1g: ELECT DIRECTOR CHARLES W. MOORMAN, IV ISSUER YES FOR FOR
PROPOSAL #1h: ELECT DIRECTOR KEVIN W. SHARER ISSUER YES FOR FOR
PROPOSAL #1i: ELECT DIRECTOR JOHN G. STUMPF ISSUER YES FOR FOR
PROPOSAL #1j: ELECT DIRECTOR RONALD D. SUGAR ISSUER YES FOR FOR
PROPOSAL #1k: ELECT DIRECTOR CARL WARE ISSUER YES FOR FOR
PROPOSAL #1l: ELECT DIRECTOR JOHN S. WATSON 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: REPORT ON CHARITABLE CONTRIBUTIONS SHAREHOLDER YES AGAINST FOR
PROPOSAL #5: REPORT ON LOBBYING PAYMENTS AND POLICY SHAREHOLDER YES AGAINST FOR
PROPOSAL #6: REPORT ON MANAGEMENT OF HYDRAULIC SHAREHOLDER YES AGAINST FOR
FRACTURING RISKS AND OPPORTUNITIES
PROPOSAL #7: REQUIRE INDEPENDENT BOARD CHAIRMAN SHAREHOLDER YES AGAINST FOR
PROPOSAL #8: AMEND BYLAWS -- CALL SPECIAL MEETINGS SHAREHOLDER YES AGAINST FOR
PROPOSAL #9: REQUIRE DIRECTOR NOMINEE WITH SHAREHOLDER YES AGAINST FOR
ENVIRONMENTAL EXPERIENCE
PROPOSAL #10: ADOPT GUIDELINES FOR COUNTRY SELECTION SHAREHOLDER YES AGAINST FOR
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ISSUER: Cisco Systems, Inc.
TICKER: CSCO CUSIP: 17275R102
MEETING DATE: 11/19/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1a: ELECT DIRECTOR CAROL A. BARTZ ISSUER YES FOR FOR
PROPOSAL #1b: ELECT DIRECTOR MARC BENIOFF ISSUER YES FOR FOR
PROPOSAL #1c: ELECT DIRECTOR GREGORY Q. BROWN ISSUER YES FOR FOR
PROPOSAL #1d: ELECT DIRECTOR M. MICHELE BURNS ISSUER YES FOR FOR
PROPOSAL #1e: ELECT DIRECTOR MICHAEL D. CAPELLAS ISSUER YES FOR FOR
PROPOSAL #1f: ELECT DIRECTOR JOHN T. CHAMBERS ISSUER YES FOR FOR
PROPOSAL #1g: ELECT DIRECTOR BRIAN L. HALLA ISSUER YES FOR FOR
PROPOSAL #1h: ELECT DIRECTOR JOHN L. HENNESSY ISSUER YES FOR FOR
PROPOSAL #1i: ELECT DIRECTOR KRISTINA M. JOHNSON ISSUER YES FOR FOR
PROPOSAL #1j: ELECT DIRECTOR RODERICK C. MCGEARY ISSUER YES FOR FOR
PROPOSAL #1k: ELECT DIRECTOR ARUN SARIN ISSUER YES FOR FOR
PROPOSAL #1l: ELECT DIRECTOR STEVEN M. WEST ISSUER YES FOR FOR
PROPOSAL #2: AMEND OMNIBUS STOCK PLAN ISSUER YES FOR FOR
PROPOSAL #3: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #4: RATIFY AUDITORS ISSUER YES FOR FOR
PROPOSAL #5: APPROVE PROXY ADVISOR COMPETITION SHAREHOLDER YES AGAINST FOR
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ISSUER: ConocoPhillips
TICKER: COP CUSIP: 20825C104
MEETING DATE: 5/13/2014 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1a: ELECT DIRECTOR RICHARD L. ARMITAGE ISSUER YES FOR FOR
PROPOSAL #1b: ELECT DIRECTOR RICHARD H. AUCHINLECK ISSUER YES FOR FOR
PROPOSAL #1c: ELECT DIRECTOR CHARLES E. BUNCH ISSUER YES FOR FOR
PROPOSAL #1d: ELECT DIRECTOR JAMES E. COPELAND, JR. ISSUER YES FOR FOR
PROPOSAL #1e: ELECT DIRECTOR JODY L. FREEMAN ISSUER YES FOR FOR
PROPOSAL #1f: ELECT DIRECTOR GAY HUEY EVANS ISSUER YES FOR FOR
PROPOSAL #1g: ELECT DIRECTOR RYAN M. LANCE ISSUER YES FOR FOR
PROPOSAL #1h: ELECT DIRECTOR ROBERT A. NIBLOCK ISSUER YES FOR FOR
PROPOSAL #1i: ELECT DIRECTOR HARALD J. NORVIK ISSUER YES FOR FOR
PROPOSAL #1j: ELECT DIRECTOR WILLIAM E. WADE, 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: APPROVE OMNIBUS STOCK PLAN ISSUER YES FOR FOR
PROPOSAL #5: REPORT ON LOBBYING PAYMENTS AND POLICY SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #6: ADOPT QUANTITATIVE GHG GOALS FOR SHAREHOLDER YES ABSTAIN AGAINST
OPERATIONS
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ISSUER: E. I. du Pont de Nemours and Company
TICKER: DD CUSIP: 263534109
MEETING DATE: 4/23/2014 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1a: ELECT DIRECTOR LAMBERTO ANDREOTTI ISSUER YES FOR FOR
PROPOSAL #1b: ELECT DIRECTOR RICHARD H. BROWN ISSUER YES FOR FOR
PROPOSAL #1c: ELECT DIRECTOR ROBERT A. BROWN ISSUER YES FOR FOR
PROPOSAL #1d: ELECT DIRECTOR BERTRAND P. COLLOMB ISSUER YES FOR FOR
PROPOSAL #1e: ELECT DIRECTOR CURTIS J. CRAWFORD ISSUER YES FOR FOR
PROPOSAL #1f: ELECT DIRECTOR ALEXANDER M. CUTLER ISSUER YES FOR FOR
PROPOSAL #1g: ELECT DIRECTOR ELEUTHERE I. DU PONT ISSUER YES FOR FOR
PROPOSAL #1h: ELECT DIRECTOR MARILLYN A. HEWSON ISSUER YES FOR FOR
PROPOSAL #1i: ELECT DIRECTOR LOIS D. JULIBER ISSUER YES FOR FOR
PROPOSAL #1j: ELECT DIRECTOR ELLEN J. KULLMAN ISSUER YES FOR FOR
PROPOSAL #1k: ELECT DIRECTOR LEE M. THOMAS ISSUER YES FOR FOR
PROPOSAL #1l: ELECT DIRECTOR PATRICK J. WARD 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: PROHIBIT POLITICAL CONTRIBUTIONS SHAREHOLDER YES AGAINST FOR
PROPOSAL #5: REPORT ON HERBICIDE USE ON GMO CROPS SHAREHOLDER YES AGAINST FOR
PROPOSAL #6: ESTABLISH COMMITTEE ON PLANT CLOSURES SHAREHOLDER YES AGAINST FOR
PROPOSAL #7: PRO-RATA VESTING OF EQUITY AWARDS SHAREHOLDER YES AGAINST FOR
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Eaton Corporation plc
TICKER: ETN CUSIP: G29183103
MEETING DATE: 4/23/2014 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1a: ELECT DIRECTOR GEORGE S. BARRETT ISSUER YES FOR FOR
PROPOSAL #1b: ELECT DIRECTOR TODD M. BLUEDORN ISSUER YES FOR FOR
PROPOSAL #1c: ELECT DIRECTOR CHRISTOPHER M. CONNOR ISSUER YES FOR FOR
PROPOSAL #1d: ELECT DIRECTOR MICHAEL J. CRITELLI ISSUER YES FOR FOR
PROPOSAL #1e: ELECT DIRECTOR ALEXANDER M. CUTLER ISSUER YES FOR FOR
PROPOSAL #1f: ELECT DIRECTOR CHARLES E. GOLDEN ISSUER YES FOR FOR
PROPOSAL #1g: ELECT DIRECTOR LINDA A. HILL ISSUER YES FOR FOR
PROPOSAL #1h: ELECT DIRECTOR ARTHUR E. JOHNSON ISSUER YES FOR FOR
PROPOSAL #1i: ELECT DIRECTOR NED C. LAUTENBACH ISSUER YES FOR FOR
PROPOSAL #1j: ELECT DIRECTOR DEBORAH L. MCCOY ISSUER YES FOR FOR
PROPOSAL #1k: ELECT DIRECTOR GREGORY R. PAGE ISSUER YES FOR FOR
PROPOSAL #1l: ELECT DIRECTOR GERALD B. SMITH 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: APPROVAL OF OVERSEAS MARKET PURCHASES OF ISSUER YES FOR FOR
THE COMPANY SHARES
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Eli Lilly and Company
TICKER: LLY CUSIP: 532457108
MEETING DATE: 5/5/2014 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1a: ELECT DIRECTOR MICHAEL L. ESKEW ISSUER YES FOR FOR
PROPOSAL #1b: ELECT DIRECTOR KAREN N. HORN ISSUER YES FOR FOR
PROPOSAL #1c: ELECT DIRECTOR WILLIAM G. KAELIN, JR. ISSUER YES FOR FOR
PROPOSAL #1d: ELECT DIRECTOR JOHN C. LECHLEITER ISSUER YES FOR FOR
PROPOSAL #1e: ELECT DIRECTOR MARSCHALL S. RUNGE 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
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Enbridge Inc.
TICKER: ENB CUSIP: 29250N105
MEETING DATE: 5/7/2014 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR DAVID A. ARLEDGE ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR JAMES J. BLANCHARD ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR J. LORNE BRAITHWAITE ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR J. HERB ENGLAND ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT DIRECTOR CHARLES W. FISCHER ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT DIRECTOR V. MAUREEN KEMPSTON ISSUER YES FOR FOR
DARKES
PROPOSAL #1.7: ELECT DIRECTOR DAVID A. LESLIE ISSUER YES FOR FOR
PROPOSAL #1.8: ELECT DIRECTOR AL MONACO ISSUER YES FOR FOR
PROPOSAL #1.9: ELECT DIRECTOR GEORGE K. PETTY ISSUER YES FOR FOR
PROPOSAL #1.10: ELECT DIRECTOR CHARLES E. SHULTZ ISSUER YES FOR FOR
PROPOSAL #1.11: ELECT DIRECTOR DAN C. TUTCHER ISSUER YES FOR FOR
PROPOSAL #1.12: ELECT DIRECTOR CATHERINE L. WILLIAMS ISSUER YES FOR FOR
PROPOSAL #2: RATIFY PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR FOR
AUDITORS
PROPOSAL #3: AMEND STOCK OPTION PLAN ISSUER YES FOR FOR
PROPOSAL #4: APPROVE SHAREHOLDER RIGHTS PLAN ISSUER YES FOR FOR
PROPOSAL #5: ADVISORY VOTE ON EXECUTIVE COMPENSATION ISSUER YES FOR FOR
APPROACH
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Exxon Mobil Corporation
TICKER: XOM CUSIP: 30231G102
MEETING DATE: 5/28/2014 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR MICHAEL J. BOSKIN ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR PETER BRABECK-LETMATHE ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR URSULA M. BURNS ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR LARRY R. FAULKNER ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT DIRECTOR JAY S. FISHMAN ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT DIRECTOR HENRIETTA H. FORE ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT DIRECTOR KENNETH C. FRAZIER ISSUER YES FOR FOR
PROPOSAL #1.8: ELECT DIRECTOR WILLIAM W. GEORGE ISSUER YES FOR FOR
PROPOSAL #1.9: ELECT DIRECTOR SAMUEL J. PALMISANO ISSUER YES FOR FOR
PROPOSAL #1.10: ELECT DIRECTOR STEVEN S REINEMUND ISSUER YES FOR FOR
PROPOSAL #1.11: ELECT DIRECTOR REX W. TILLERSON ISSUER YES FOR FOR
PROPOSAL #1.12: ELECT DIRECTOR WILLIAM C. WELDON 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: REQUIRE A MAJORITY VOTE FOR THE ELECTION SHAREHOLDER YES AGAINST FOR
OF DIRECTORS
PROPOSAL #5: LIMIT DIRECTORS TO A MAXIMUM OF THREE SHAREHOLDER YES AGAINST FOR
BOARD MEMBERSHIPS IN COMPANIES WITH SALES OVER $500
MILLION ANNUALLY
PROPOSAL #6: AMEND EEO POLICY TO PROHIBIT SHAREHOLDER YES AGAINST FOR
DISCRIMINATION BASED ON SEXUAL ORIENTATION AND GENDER
IDENTITY
PROPOSAL #7: REPORT ON LOBBYING PAYMENTS AND POLICY SHAREHOLDER YES AGAINST FOR
PROPOSAL #8: ADOPT QUANTITATIVE GHG GOALS FOR SHAREHOLDER YES AGAINST FOR
PRODUCTS AND OPERATIONS
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: General Electric Company
TICKER: GE CUSIP: 369604103
MEETING DATE: 4/23/2014 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: ELECT DIRECTOR W. GEOFFREY BEATTIE ISSUER YES FOR FOR
PROPOSAL #2: ELECT DIRECTOR JOHN J. BRENNAN ISSUER YES FOR FOR
PROPOSAL #3: ELECT DIRECTOR JAMES I. CASH, JR. ISSUER YES FOR FOR
PROPOSAL #4: ELECT DIRECTOR FRANCISCO D'SOUZA ISSUER �� YES FOR FOR
PROPOSAL #5: ELECT DIRECTOR MARIJN E. DEKKERS ISSUER YES FOR FOR
PROPOSAL #6: ELECT DIRECTOR ANN M. FUDGE ISSUER YES FOR FOR
PROPOSAL #7: ELECT DIRECTOR SUSAN J. HOCKFIELD ISSUER YES FOR FOR
PROPOSAL #8: ELECT DIRECTOR JEFFREY R. IMMELT ISSUER YES FOR FOR
PROPOSAL #9: ELECT DIRECTOR ANDREA JUNG ISSUER YES FOR FOR
PROPOSAL #10: ELECT DIRECTOR ROBERT W. LANE ISSUER YES FOR FOR
PROPOSAL #11: ELECT DIRECTOR ROCHELLE B. LAZARUS ISSUER YES FOR FOR
PROPOSAL #12: ELECT DIRECTOR JAMES J. MULVA ISSUER YES FOR FOR
PROPOSAL #13: ELECT DIRECTOR JAMES E. ROHR ISSUER YES FOR FOR
PROPOSAL #14: ELECT DIRECTOR MARY L. SCHAPIRO ISSUER YES FOR FOR
PROPOSAL #15: ELECT DIRECTOR ROBERT J. SWIERINGA ISSUER YES FOR FOR
PROPOSAL #16: ELECT DIRECTOR JAMES S. TISCH ISSUER YES FOR FOR
PROPOSAL #17: ELECT DIRECTOR DOUGLAS A. WARNER, III ISSUER YES FOR FOR
PROPOSAL #18: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #19: RATIFY AUDITORS ISSUER YES FOR FOR
PROPOSAL #20: PROVIDE FOR CUMULATIVE VOTING SHAREHOLDER YES AGAINST FOR
PROPOSAL #21: STOCK RETENTION/HOLDING PERIOD SHAREHOLDER YES AGAINST FOR
PROPOSAL #22: REQUIRE MORE DIRECTOR NOMINATIONS THAN SHAREHOLDER YES AGAINST FOR
OPEN SEATS
PROPOSAL #23: PROVIDE RIGHT TO ACT BY WRITTEN CONSENT SHAREHOLDER YES AGAINST FOR
PROPOSAL #24: CESSATION OF ALL STOCK OPTIONS AND SHAREHOLDER YES AGAINST FOR
BONUSES
PROPOSAL #25: SEEK SALE OF COMPANY SHAREHOLDER YES AGAINST FOR
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: General Mills, Inc.
TICKER: GIS CUSIP: 370334104
MEETING DATE: 9/24/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1a: ELECT DIRECTOR BRADBURY H. ANDERSON ISSUER YES FOR FOR
PROPOSAL #1b: ELECT DIRECTOR R. KERRY CLARK ISSUER YES FOR FOR
PROPOSAL #1c: ELECT DIRECTOR PAUL DANOS ISSUER YES FOR FOR
PROPOSAL #1d: ELECT DIRECTOR WILLIAM T. ESREY ISSUER YES FOR FOR
PROPOSAL #1e: ELECT DIRECTOR RAYMOND V. GILMARTIN ISSUER YES FOR FOR
PROPOSAL #1f: ELECT DIRECTOR JUDITH RICHARDS HOPE ISSUER YES FOR FOR
PROPOSAL #1g: ELECT DIRECTOR HEIDI G. MILLER ISSUER YES FOR FOR
PROPOSAL #1h: ELECT DIRECTOR HILDA OCHOA-BRILLEMBOURG ISSUER YES FOR FOR
PROPOSAL #1i: ELECT DIRECTOR STEVE ODLAND ISSUER YES FOR FOR
PROPOSAL #1j: ELECT DIRECTOR KENDALL J. POWELL ISSUER YES FOR FOR
PROPOSAL #1k: ELECT DIRECTOR MICHAEL D. ROSE ISSUER YES FOR FOR
PROPOSAL #1l: ELECT DIRECTOR ROBERT L. RYAN �� ISSUER YES FOR FOR
PROPOSAL #1m: ELECT DIRECTOR DOROTHY A. TERRELL ISSUER YES FOR FOR
PROPOSAL #2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #3: RATIFY AUDITORS ISSUER YES FOR FOR
PROPOSAL #4: REPORT ON RESPONSIBILITY FOR POST- SHAREHOLDER YES AGAINST FOR
CONSUMER PRODUCT PACKAGING
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Imperial Tobacco Group plc
TICKER: IMT CUSIP: G4721W102
MEETING DATE: 2/5/2014 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 REMUNERATION POLICY ISSUER YES FOR FOR
PROPOSAL #4: APPROVE FINAL DIVIDEND ISSUER YES FOR FOR
PROPOSAL #5: RE-ELECT DR KEN BURNETT AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #6: RE-ELECT ALISON COOPER AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #7: RE-ELECT DAVID HAINES AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #8: RE-ELECT MICHAEL HERLIHY AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #9: RE-ELECT SUSAN MURRAY AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #10: RE-ELECT MATTHEW PHILLIPS AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #11: ELECT OLIVER TANT AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #12: RE-ELECT MARK WILLIAMSON AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #13: RE-ELECT MALCOLM WYMAN AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #14: REAPPOINT PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR FOR
AUDITORS
PROPOSAL #15: AUTHORISE BOARD TO FIX REMUNERATION OF ISSUER YES FOR FOR
AUDITORS
PROPOSAL #16: AUTHORISE EU POLITICAL DONATIONS AND ISSUER YES FOR FOR
EXPENDITURE
PROPOSAL #17: AUTHORISE ISSUE OF EQUITY WITH PRE- ISSUER YES FOR FOR
EMPTIVE RIGHTS
PROPOSAL #18: AUTHORISE ISSUE OF EQUITY WITHOUT PRE- ISSUER YES FOR FOR
EMPTIVE RIGHTS
PROPOSAL #19: AUTHORISE MARKET PURCHASE OF ORDINARY ISSUER YES FOR FOR
SHARES
PROPOSAL #20: AUTHORISE THE COMPANY TO CALL EGM WITH ISSUER YES FOR FOR
TWO WEEKS' NOTICE
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Intel Corporation
TICKER: INTC CUSIP: 458140100
MEETING DATE: 5/22/2014 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1a: ELECT DIRECTOR CHARLENE BARSHEFSKY ISSUER YES FOR FOR
PROPOSAL #1b: ELECT DIRECTOR ANDY D. BRYANT ISSUER YES FOR FOR
PROPOSAL #1c: ELECT DIRECTOR SUSAN L. DECKER ISSUER YES FOR FOR
PROPOSAL #1d: ELECT DIRECTOR JOHN J. DONAHOE ISSUER YES FOR FOR
PROPOSAL #1e: ELECT DIRECTOR REED E. HUNDT ISSUER YES FOR FOR
PROPOSAL #1f: ELECT DIRECTOR BRIAN M. KRZANICH ISSUER YES FOR FOR
PROPOSAL #1g: ELECT DIRECTOR JAMES D. PLUMMER ISSUER YES FOR FOR
PROPOSAL #1h: ELECT DIRECTOR DAVID S. POTTRUCK ISSUER YES FOR FOR
PROPOSAL #1i: ELECT DIRECTOR FRANK D. YEARY ISSUER YES FOR FOR
PROPOSAL #1j: ELECT DIRECTOR DAVID B. YOFFIE 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
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: International Paper Company
TICKER: IP CUSIP: 460146103
MEETING DATE: 5/12/2014 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1a: ELECT DIRECTOR DAVID J. BRONCZEK ISSUER YES FOR FOR
PROPOSAL #1b: ELECT DIRECTOR AHMET C. DORDUNCU ISSUER YES FOR FOR
PROPOSAL #1c: ELECT DIRECTOR JOHN V. FARACI ISSUER YES FOR FOR
PROPOSAL #1d: ELECT DIRECTOR ILENE S. GORDON ISSUER YES FOR FOR
PROPOSAL #1e: ELECT DIRECTOR JAY L. JOHNSON ISSUER YES FOR FOR
PROPOSAL #1f: ELECT DIRECTOR STACEY J. MOBLEY ISSUER YES FOR FOR
PROPOSAL #1g: ELECT DIRECTOR JOAN E. SPERO ISSUER YES FOR FOR
PROPOSAL #1h: ELECT DIRECTOR JOHN L. TOWNSEND, III ISSUER YES FOR FOR
PROPOSAL #1i: ELECT DIRECTOR JOHN F. TURNER ISSUER YES FOR FOR
PROPOSAL #1j: ELECT DIRECTOR WILLIAM G. WALTER ISSUER YES FOR FOR
PROPOSAL #1k: ELECT DIRECTOR J. STEVEN WHISLER ISSUER YES FOR FOR
PROPOSAL #2: RATIFY AUDITORS 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: REQUIRE INDEPENDENT BOARD CHAIRMAN SHAREHOLDER YES AGAINST FOR
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Johnson & Johnson
TICKER: JNJ CUSIP: 478160104
MEETING DATE: 4/24/2014 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1a: ELECT DIRECTOR MARY SUE COLEMAN ISSUER YES FOR FOR
PROPOSAL #1b: ELECT DIRECTOR JAMES G. CULLEN ISSUER YES FOR FOR
PROPOSAL #1c: ELECT DIRECTOR IAN E. L. DAVIS ISSUER YES FOR FOR
PROPOSAL #1d: ELECT DIRECTOR ALEX GORSKY ISSUER YES FOR FOR
PROPOSAL #1e: ELECT DIRECTOR SUSAN L. LINDQUIST ISSUER YES FOR FOR
PROPOSAL #1f: ELECT DIRECTOR MARK B. MCCLELLAN ISSUER YES FOR FOR
PROPOSAL #1g: ELECT DIRECTOR ANNE M. MULCAHY ISSUER YES FOR FOR
PROPOSAL #1h: ELECT DIRECTOR LEO F. MULLIN ISSUER YES FOR FOR
PROPOSAL #1i: ELECT DIRECTOR WILLIAM D. PEREZ ISSUER YES FOR FOR
PROPOSAL #1j: ELECT DIRECTOR CHARLES PRINCE ISSUER YES FOR FOR
PROPOSAL #1k: ELECT DIRECTOR A. EUGENE WASHINGTON ISSUER YES FOR FOR
PROPOSAL #1l: ELECT DIRECTOR RONALD A. WILLIAMS ISSUER YES FOR FOR
PROPOSAL #2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #3: RATIFY AUDITORS ISSUER YES FOR FOR
PROPOSAL #4: STOCK RETENTION/HOLDING PERIOD SHAREHOLDER YES AGAINST FOR
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: JPMorgan Chase & Co.
TICKER: JPM CUSIP: 46625H100
MEETING DATE: 5/20/2014 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1a: ELECT DIRECTOR LINDA B. BAMMANN ISSUER YES FOR FOR
PROPOSAL #1b: ELECT DIRECTOR JAMES A. BELL ISSUER YES FOR FOR
PROPOSAL #1c: ELECT DIRECTOR CRANDALL C. BOWLES ISSUER YES FOR FOR
PROPOSAL #1d: ELECT DIRECTOR STEPHEN B. BURKE ISSUER YES FOR FOR
PROPOSAL #1e: ELECT DIRECTOR JAMES S. CROWN ISSUER YES FOR FOR
PROPOSAL #1f: ELECT DIRECTOR JAMES DIMON ISSUER YES FOR FOR
PROPOSAL #1g: ELECT DIRECTOR TIMOTHY P. FLYNN ISSUER YES FOR FOR
PROPOSAL #1h: ELECT DIRECTOR LABAN P. JACKSON, JR. ISSUER YES FOR FOR
PROPOSAL #1i: ELECT DIRECTOR MICHAEL A. NEAL ISSUER YES FOR FOR
PROPOSAL #1j: ELECT DIRECTOR LEE R. RAYMOND ISSUER YES FOR FOR
PROPOSAL #1k: ELECT DIRECTOR WILLIAM C. WELDON ISSUER YES FOR FOR
PROPOSAL #2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #3: RATIFY AUDITORS ISSUER YES FOR FOR
PROPOSAL #4: REPORT ON LOBBYING PAYMENTS AND POLICY SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #5: AMEND ARTICLES/BYLAWS/CHARTER -- CALL SHAREHOLDER YES AGAINST FOR
SPECIAL MEETINGS
PROPOSAL #6: PROVIDE FOR CUMULATIVE VOTING SHAREHOLDER YES AGAINST FOR
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Kimberly-Clark Corporation
TICKER: KMB CUSIP: 494368103
MEETING DATE: 5/1/2014 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR JOHN R. ALM ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR JOHN F. BERGSTROM ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR ABELARDO E. BRU ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR ROBERT W. DECHERD ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT DIRECTOR THOMAS J. FALK ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT DIRECTOR FABIAN T. GARCIA ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT DIRECTOR MAE C. JEMISON ISSUER YES FOR FOR
PROPOSAL #1.8: ELECT DIRECTOR JAMES M. JENNESS ISSUER YES FOR FOR
PROPOSAL #1.9: ELECT DIRECTOR NANCY J. KARCH ISSUER YES FOR FOR
PROPOSAL #1.10: ELECT DIRECTOR IAN C. READ ISSUER YES FOR FOR
PROPOSAL #1.11: ELECT DIRECTOR LINDA JOHNSON RICE ISSUER YES FOR FOR
PROPOSAL #1.12: ELECT DIRECTOR MARC J. SHAPIRO 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: PROVIDE RIGHT TO ACT BY WRITTEN CONSENT SHAREHOLDER YES AGAINST FOR
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Kraft Foods Group, Inc.
TICKER: KRFT CUSIP: 50076Q106
MEETING DATE: 5/6/2014 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1a: ELECT DIRECTOR L. KEVIN COX ISSUER YES FOR FOR
PROPOSAL #1b: ELECT DIRECTOR MYRA M. HART ISSUER YES FOR FOR
PROPOSAL #1c: ELECT DIRECTOR PETER B. HENRY ISSUER YES FOR FOR
PROPOSAL #1d: ELECT DIRECTOR TERRY J. LUNDGREN ISSUER YES FOR FOR
PROPOSAL #2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #3: RATIFY AUDITORS ISSUER YES FOR FOR
PROPOSAL #4: PROHIBIT POLITICAL CONTRIBUTIONS SHAREHOLDER YES AGAINST FOR
PROPOSAL #5: ADOPT POLICY TO ENSURE CONSISTENCY SHAREHOLDER YES AGAINST FOR
BETWEEN COMPANY VALUES AND POLITICAL CONTRIBUTIONS
PROPOSAL #6: ASSESS ENVIRONMENTAL IMPACT OF NON- SHAREHOLDER YES AGAINST FOR
RECYCLABLE PACKAGING
PROPOSAL #7: REPORT ON SUPPLY CHAIN AND DEFORESTATION SHAREHOLDER YES AGAINST FOR
PROPOSAL #8: ADOPT POLICY TO REQUIRE SUPPLIERS TO SHAREHOLDER YES AGAINST FOR
ELIMINATE CATTLE DEHORNING
PROPOSAL #9: SUPPORT FOR ANIMAL WELFARE IMPROVEMENTS SHAREHOLDER YES AGAINST AGAINST
IN THE COMPANY'S PORK SUPPLY CHAIN
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Linear Technology Corporation
TICKER: LLTC CUSIP: 535678106
MEETING DATE: 11/6/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR ROBERT H. SWANSON, JR. ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR LOTHAR MAIER ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR ARTHUR C. AGNOS ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR JOHN J. GORDON ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT DIRECTOR DAVID S. LEE ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT DIRECTOR RICHARD M. MOLEY ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT DIRECTOR THOMAS S. VOLPE ISSUER YES FOR FOR
PROPOSAL #2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #3: RATIFY AUDITORS ISSUER YES FOR FOR
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Lockheed Martin Corporation
TICKER: LMT CUSIP: 539830109
MEETING DATE: 4/24/2014 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR DANIEL F. AKERSON ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR NOLAN D. ARCHIBALD ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR ROSALIND G. BREWER ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR DAVID B. BURRITT ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT DIRECTOR JAMES O. ELLIS, JR. ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT DIRECTOR THOMAS J. FALK ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT DIRECTOR MARILLYN A. HEWSON ISSUER YES FOR FOR
PROPOSAL #1.8: ELECT DIRECTOR GWENDOLYN S. KING ISSUER YES FOR FOR
PROPOSAL #1.9: ELECT DIRECTOR JAMES M. LOY ISSUER YES FOR FOR
PROPOSAL #1.10: ELECT DIRECTOR DOUGLAS H. ISSUER YES FOR FOR
MCCORKINDALE
PROPOSAL #1.11: ELECT DIRECTOR JOSEPH W. RALSTON ISSUER YES FOR FOR
PROPOSAL #1.12: ELECT DIRECTOR ANNE STEVENS 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: AMEND OMNIBUS STOCK PLAN ISSUER YES FOR FOR
PROPOSAL #5: PROVIDE RIGHT TO ACT BY WRITTEN CONSENT SHAREHOLDER YES AGAINST FOR
PROPOSAL #6: STOCK RETENTION/HOLDING PERIOD SHAREHOLDER YES AGAINST FOR
PROPOSAL #7: CLAW-BACK OF PAYMENTS UNDER RESTATEMENTS SHAREHOLDER YES AGAINST FOR
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: M&T Bank Corporation
TICKER: MTB CUSIP: 55261F104
MEETING DATE: 4/15/2014 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 C. ANGELA BONTEMPO ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR ROBERT T. BRADY ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR T. JEFFERSON ISSUER YES FOR FOR
CUNNINGHAM, III
PROPOSAL #1.5: ELECT DIRECTOR MARK J. CZARNECKI ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT DIRECTOR GARY N. GEISEL ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT DIRECTOR JOHN D. HAWKE, JR. ISSUER YES FOR FOR
PROPOSAL #1.8: ELECT DIRECTOR PATRICK W.E. HODGSON ISSUER YES FOR FOR
PROPOSAL #1.9: ELECT DIRECTOR RICHARD G. KING ISSUER YES FOR FOR
PROPOSAL #1.10: ELECT DIRECTOR JORGE G. PEREIRA ISSUER YES FOR FOR
PROPOSAL #1.11: ELECT DIRECTOR MELINDA R. RICH ISSUER YES FOR FOR
PROPOSAL #1.12: ELECT DIRECTOR ROBERT E. SADLER, JR. ISSUER YES FOR FOR
PROPOSAL #1.13: ELECT DIRECTOR HERBERT L. WASHINGTON ISSUER YES FOR FOR
PROPOSAL #1.14: ELECT DIRECTOR ROBERT G. WILMERS ISSUER YES FOR FOR
PROPOSAL #2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #3: RATIFY AUDITORS ISSUER YES FOR FOR
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Marsh & McLennan Companies, Inc.
TICKER: MMC CUSIP: 571748102
MEETING DATE: 5/15/2014 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1a: ELECT DIRECTOR OSCAR FANJUL ISSUER YES FOR FOR
PROPOSAL #1b: ELECT DIRECTOR DANIEL S. GLASER ISSUER YES FOR FOR
PROPOSAL #1c: ELECT DIRECTOR H. EDWARD HANWAY ISSUER YES FOR FOR
PROPOSAL #1d: ELECT DIRECTOR LORD LANG ISSUER YES FOR FOR
PROPOSAL #1e: ELECT DIRECTOR ELAINE LA ROCHE ISSUER YES FOR FOR
PROPOSAL #1f: ELECT DIRECTOR STEVEN A. MILLS ISSUER YES FOR FOR
PROPOSAL #1g: ELECT DIRECTOR BRUCE P. NOLOP ISSUER YES FOR FOR
PROPOSAL #1h: ELECT DIRECTOR MARC D. OKEN ISSUER YES FOR FOR
PROPOSAL #1i: ELECT DIRECTOR MORTON O. SCHAPIRO ISSUER YES FOR FOR
PROPOSAL #1j: ELECT DIRECTOR ADELE SIMMONS ISSUER YES FOR FOR
PROPOSAL #1k: ELECT DIRECTOR LLOYD M. YATES ISSUER YES FOR FOR
PROPOSAL #1l: ELECT DIRECTOR R. DAVID YOST ISSUER YES FOR FOR
PROPOSAL #2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #3: RATIFY AUDITORS ISSUER YES FOR FOR
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Mattel, Inc.
TICKER: MAT CUSIP: 577081102
MEETING DATE: 5/16/2014 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1a: ELECT DIRECTOR MICHAEL J. DOLAN ISSUER YES FOR FOR
PROPOSAL #1b: ELECT DIRECTOR TREVOR A. EDWARDS ISSUER YES FOR FOR
PROPOSAL #1c: ELECT DIRECTOR FRANCES D. FERGUSSON ISSUER YES FOR �� FOR
PROPOSAL #1d: ELECT DIRECTOR DOMINIC NG ISSUER YES FOR FOR
PROPOSAL #1e: ELECT DIRECTOR VASANT M. PRABHU ISSUER YES FOR FOR
PROPOSAL #1f: ELECT DIRECTOR ANDREA L. RICH ISSUER YES FOR FOR
PROPOSAL #1g: ELECT DIRECTOR DEAN A. SCARBOROUGH ISSUER YES FOR FOR
PROPOSAL #1h: ELECT DIRECTOR CHRISTOPHER A. SINCLAIR ISSUER YES FOR FOR
PROPOSAL #1i: ELECT DIRECTOR BRYAN G. STOCKTON ISSUER YES FOR FOR
PROPOSAL #1j: ELECT DIRECTOR DIRK VAN DE PUT ISSUER YES FOR FOR
PROPOSAL #1k: ELECT DIRECTOR KATHY WHITE LOYD ISSUER YES FOR FOR
PROPOSAL #2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #3: RATIFY AUDITORS ISSUER YES FOR FOR
PROPOSAL #4: REQUIRE INDEPENDENT BOARD CHAIRMAN SHAREHOLDER YES AGAINST FOR
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Maxim Integrated Products, Inc.
TICKER: MXIM CUSIP: 57772K101
MEETING DATE: 11/13/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR TUNC DOLUCA ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR B. KIPLING HAGOPIAN ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR JAMES R. BERGMAN ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR JOSEPH R. BRONSON ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT DIRECTOR ROBERT E. GRADY ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT DIRECTOR WILLIAM D. WATKINS ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT DIRECTOR A.R. FRANK WAZZAN ISSUER YES FOR FOR
PROPOSAL #2: RATIFY AUDITORS ISSUER YES FOR FOR
PROPOSAL #3: AMEND QUALIFIED EMPLOYEE STOCK PURCHASE ISSUER YES FOR FOR
PLAN
PROPOSAL #4: AMEND OMNIBUS STOCK PLAN ISSUER YES FOR FOR
PROPOSAL #5: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: McDonald's Corporation
TICKER: MCD CUSIP: 580135101
MEETING DATE: 5/22/2014 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1a: ELECT DIRECTOR SUSAN E. ARNOLD ISSUER YES FOR FOR
PROPOSAL #1b: ELECTIONELECT DIRECTOR RICHARD H. LENNY ISSUER YES FOR FOR
PROPOSAL #1c: ELECT DIRECTOR WALTER E. MASSEY ISSUER YES FOR FOR
PROPOSAL #1d: ELECT DIRECTOR CARY D. MCMILLAN ISSUER YES FOR FOR
PROPOSAL #1e: ELECT DIRECTOR SHEILA A. PENROSE ISSUER YES FOR FOR
PROPOSAL #1f: ELECT DIRECTOR JOHN W. ROGERS, JR. ISSUER YES FOR FOR
PROPOSAL #1g: ELECT DIRECTOR ROGER W. STONE ISSUER YES FOR FOR
PROPOSAL #1h: ELECT DIRECTOR MILES D. WHITE ISSUER YES FOR FOR
PROPOSAL #2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #3: AMEND EXECUTIVE INCENTIVE BONUS PLAN ISSUER YES FOR FOR
PROPOSAL #4: RATIFY AUDITORS ISSUER YES FOR FOR
PROPOSAL #5: PROVIDE RIGHT TO ACT BY WRITTEN CONSENT SHAREHOLDER YES AGAINST FOR
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Merck & Co., Inc.
TICKER: MRK CUSIP: 58933Y105
MEETING DATE: 5/27/2014 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1a: ELECT DIRECTOR LESLIE A. BRUN ISSUER YES FOR FOR
PROPOSAL #1b: ELECT DIRECTOR THOMAS R. CECH ISSUER YES FOR FOR
PROPOSAL #1c: ELECT DIRECTOR KENNETH C. FRAZIER ISSUER YES FOR FOR
PROPOSAL #1d: ELECT DIRECTOR THOMAS H. GLOCER ISSUER YES FOR FOR
PROPOSAL #1e: ELECT DIRECTOR WILLIAM B. HARRISON, JR. ISSUER YES FOR FOR
PROPOSAL #1f: ELECT DIRECTOR C. ROBERT KIDDER ISSUER YES FOR FOR
PROPOSAL #1g: ELECT DIRECTOR ROCHELLE B. LAZARUS ISSUER YES FOR FOR
PROPOSAL #1h: ELECT DIRECTOR CARLOS E. REPRESAS ISSUER YES FOR FOR
PROPOSAL #1i: ELECT DIRECTOR PATRICIA F. RUSSO ISSUER YES FOR FOR
PROPOSAL #1j: ELECT DIRECTOR CRAIG B. THOMPSON ISSUER YES FOR FOR
PROPOSAL #1k: ELECT DIRECTOR WENDELL P. WEEKS ISSUER YES FOR FOR
PROPOSAL #1l: ELECT DIRECTOR PETER C. WENDELL ISSUER YES FOR FOR
PROPOSAL #2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #3: RATIFY AUDITORS ISSUER YES FOR FOR
PROPOSAL #4: PROVIDE RIGHT TO ACT BY WRITTEN CONSENT SHAREHOLDER YES AGAINST FOR
PROPOSAL #5: AMEND ARTICLES/BYLAWS/CHARTER -- CALL SHAREHOLDER YES AGAINST FOR
SPECIAL MEETINGS
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Microsoft Corporation
TICKER: MSFT CUSIP: 594918104
MEETING DATE: 11/19/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: ELECT DIRECTOR STEVEN A. BALLMER ISSUER YES FOR FOR
PROPOSAL #2: ELECT DIRECTOR DINA DUBLON ISSUER YES FOR FOR
PROPOSAL #3: ELECT DIRECTOR WILLIAM H. GATES ISSUER YES FOR FOR
PROPOSAL #4: ELECT DIRECTOR MARIA M. KLAWE ISSUER YES FOR FOR
PROPOSAL #5: ELECT DIRECTOR STEPHEN J. LUCZO ISSUER YES FOR FOR
PROPOSAL #6: ELECT DIRECTOR DAVID F. MARQUARDT ISSUER YES FOR FOR
PROPOSAL #7: ELECT DIRECTOR CHARLES H. NOSKI ISSUER YES FOR FOR
PROPOSAL #8: ELECT DIRECTOR HELMUT PANKE ISSUER YES FOR FOR
PROPOSAL #9: ELECT DIRECTOR JOHN W. THOMPSON ISSUER YES FOR FOR
PROPOSAL #10: AMEND EXECUTIVE INCENTIVE BONUS PLAN ISSUER YES FOR FOR
PROPOSAL #11: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #12: RATIFY AUDITORS ISSUER YES FOR FOR
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: National Bank Of Canada
TICKER: NA CUSIP: 633067103
MEETING DATE: 4/10/2014 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.01: ELECT DIRECTOR MARYSE BERTRAND ISSUER YES FOR FOR
PROPOSAL #1.02: ELECT DIRECTOR LAWRENCE S. BLOOMBERG ISSUER YES FOR FOR
PROPOSAL #1.03: ELECT DIRECTOR PIERRE BOIVIN ISSUER YES FOR FOR
PROPOSAL #1.04: ELECT DIRECTOR ANDRE CAILLE ISSUER YES FOR FOR
PROPOSAL #1.05: ELECT DIRECTOR GERARD COULOMBE ISSUER YES FOR FOR
PROPOSAL #1.06: ELECT DIRECTOR BERNARD CYR ISSUER YES FOR FOR
PROPOSAL #1.07: ELECT DIRECTOR GILLIAN H. DENHAM ISSUER YES FOR FOR
PROPOSAL #1.08: ELECT DIRECTOR RICHARD FORTIN ISSUER YES FOR FOR
PROPOSAL #1.09: ELECT DIRECTOR JEAN HOUDE ISSUER YES FOR FOR
PROPOSAL #1.10: ELECT DIRECTOR LOUISE LAFLAMME ISSUER YES FOR FOR
PROPOSAL #1.11: ELECT DIRECTOR JULIE PAYETTE ISSUER YES FOR FOR
PROPOSAL #1.12: ELECT DIRECTOR ROSEANN RUNTE ISSUER YES FOR FOR
PROPOSAL #1.13: ELECT DIRECTOR LINO A. SAPUTO, JR. 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 DELOITTE LLP AS AUDITORS ISSUER YES FOR FOR
PROPOSAL #4: SP 1: PHASE OUT STOCK OPTIONS AS A FORM SHAREHOLDER YES AGAINST FOR
OF COMPENSATION
PROPOSAL #5: SP 2: PROVIDE RESPONSE ON SAY-ON-PAY SHAREHOLDER YES AGAINST FOR
VOTE RESULTS
PROPOSAL #6: SP 3: REQUIRE FEEDBACK FOLLOWING A HIGH SHAREHOLDER YES AGAINST FOR
PERCENTAGE OF ABSTENTIONS FOR NOMINATION OF A
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: National Grid plc
TICKER: NG. CUSIP: G6375K151
MEETING DATE: 7/29/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: ACCEPT FINANCIAL STATEMENTS AND ISSUER YES FOR FOR
STATUTORY REPORTS
PROPOSAL #2: APPROVE FINAL DIVIDEND ISSUER YES FOR FOR
PROPOSAL #3: RE-ELECT SIR PETER GERSHON AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #4: RE-ELECT STEVE HOLLIDAY AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #5: RE-ELECT ANDREW BONFIELD AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #6: RE-ELECT TOM KING AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #7: RE-ELECT NICK WINSER AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #8: RE-ELECT PHILIP AIKEN AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #9: RE-ELECT NORA BROWNELL AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #10: ELECT JONATHAN DAWSON AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #11: RE-ELECT PAUL GOLBY AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #12: RE-ELECT RUTH KELLY AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #13: RE-ELECT MARIA RICHTER AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #14: ELECT MARK WILLIAMSON AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #15: REAPPOINT PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR FOR
AUDITORS
PROPOSAL #16: AUTHORISE BOARD TO FIX REMUNERATION OF ISSUER YES FOR FOR
AUDITORS
PROPOSAL #17: APPROVE REMUNERATION REPORT ISSUER YES FOR FOR
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 OF ORDINARY ISSUER YES FOR FOR
SHARES
PROPOSAL #21: AUTHORISE THE COMPANY TO CALL EGM WITH ISSUER YES FOR FOR
TWO WEEKS' NOTICE
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: NextEra Energy, Inc.
TICKER: NEE CUSIP: 65339F101
MEETING DATE: 5/22/2014 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1a: ELECT DIRECTOR SHERRY S. BARRAT ISSUER YES FOR FOR
PROPOSAL #1b: ELECT DIRECTOR ROBERT M. BEALL, II ISSUER YES FOR FOR
PROPOSAL #1c: ELECT DIRECTOR JAMES L. CAMAREN ISSUER YES FOR FOR
PROPOSAL #1d: ELECT DIRECTOR KENNETH B. DUNN ISSUER YES FOR FOR
PROPOSAL #1e: ELECT DIRECTOR KIRK S. HACHIGIAN ISSUER YES FOR FOR
PROPOSAL #1f: ELECT DIRECTOR TONI JENNINGS ISSUER YES FOR FOR
PROPOSAL #1g: ELECT DIRECTOR JAMES L. ROBO ISSUER YES FOR FOR
PROPOSAL #1h: ELECT DIRECTOR RUDY E. SCHUPP ISSUER YES FOR FOR
PROPOSAL #1i: ELECT DIRECTOR JOHN L. SKOLDS ISSUER YES FOR FOR
PROPOSAL #1j: ELECT DIRECTOR WILLIAM H. SWANSON ISSUER YES FOR FOR
PROPOSAL #1k: ELECT DIRECTOR HANSEL E. TOOKES, II 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: ELIMINATE SUPERMAJORITY VOTE REQUIREMENT SHAREHOLDER YES AGAINST FOR
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: �� Northeast Utilities
TICKER: NU CUSIP: 664397106
MEETING DATE: 5/1/2014 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR RICHARD H. BOOTH ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR JOHN S. CLARKESON ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR COTTON M. CLEVELAND ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR SANFORD CLOUD, JR. ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT DIRECTOR JAMES S. DISTASIO ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT DIRECTOR FRANCIS A. DOYLE ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT DIRECTOR CHARLES K. GIFFORD ISSUER YES FOR FOR
PROPOSAL #1.8: ELECT DIRECTOR PAUL A. LA CAMERA ISSUER YES FOR FOR
PROPOSAL #1.9: ELECT DIRECTOR KENNETH R. LEIBLER ISSUER YES FOR FOR
PROPOSAL #1.10: ELECT DIRECTOR THOMAS J. MAY ISSUER YES FOR FOR
PROPOSAL #1.11: ELECT DIRECTOR WILLIAM C. VAN FAASEN ISSUER YES FOR FOR
PROPOSAL #1.12: ELECT DIRECTOR FREDERICA M. WILLIAMS ISSUER YES FOR FOR
PROPOSAL #1.13: ELECT DIRECTOR DENNIS R. WRAASE ISSUER YES FOR FOR
PROPOSAL #2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #3: RATIFY AUDITORS ISSUER YES FOR FOR
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Nucor Corporation
TICKER: NUE CUSIP: 670346105
MEETING DATE: 5/8/2014 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 JOHN J. FERRIOLA ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR HARVEY B. GANTT ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR GREGORY J. HAYES ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT DIRECTOR VICTORIA F. HAYNES ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT DIRECTOR BERNARD L. KASRIEL ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT DIRECTOR CHRISTOPHER J. KEARNEY ISSUER YES FOR FOR
PROPOSAL #1.8: ELECT DIRECTOR RAYMOND J. MILCHOVICH ISSUER YES FOR FOR
PROPOSAL #1.9: ELECT DIRECTOR JOHN H. WALKER 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: APPROVE OMNIBUS STOCK PLAN ISSUER YES FOR FOR
PROPOSAL #5: REQUIRE A MAJORITY VOTE FOR THE ELECTION SHAREHOLDER YES AGAINST FOR
OF DIRECTORS
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: PepsiCo, Inc.
TICKER: PEP CUSIP: 713448108
MEETING DATE: 5/7/2014 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1a: ELECT DIRECTOR SHONA L. BROWN ISSUER YES FOR FOR
PROPOSAL #1b: ELECT DIRECTOR GEORGE W. BUCKLEY ISSUER YES FOR FOR
PROPOSAL #1c: ELECT DIRECTOR IAN M. COOK ISSUER YES FOR FOR
PROPOSAL #1d: ELECT DIRECTOR DINA DUBLON ISSUER YES FOR FOR
PROPOSAL #1e: ELECT DIRECTOR RONA A. FAIRHEAD ISSUER YES FOR FOR
PROPOSAL #1f: ELECT DIRECTOR RAY L. HUNT ISSUER YES FOR FOR
PROPOSAL #1g: ELECT DIRECTOR ALBERTO IBARGUEN ISSUER YES FOR FOR
PROPOSAL #1h: ELECT DIRECTOR INDRA K. NOOYI ISSUER YES FOR FOR
PROPOSAL #1i: ELECT DIRECTOR SHARON PERCY ROCKEFELLER ISSUER YES FOR FOR
PROPOSAL #1j: ELECT DIRECTOR JAMES J. SCHIRO ISSUER YES FOR FOR
PROPOSAL #1k: ELECT DIRECTOR LLOYD G. TROTTER ISSUER YES FOR FOR
PROPOSAL #1l: ELECT DIRECTOR DANIEL VASELLA ISSUER YES FOR FOR
PROPOSAL #1m: ELECT DIRECTOR ALBERTO WEISSER 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: AMEND EXECUTIVE INCENTIVE BONUS PLAN ISSUER YES FOR FOR
PROPOSAL #5: REQUIRE SHAREHOLDER VOTE TO APPROVE SHAREHOLDER YES AGAINST FOR
POLITICAL CONTRIBUTIONS POLICY
PROPOSAL #6: STOCK RETENTION/HOLDING PERIOD SHAREHOLDER YES AGAINST FOR
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Pfizer Inc.
TICKER: PFE CUSIP: 717081103
MEETING DATE: 4/24/2014 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR DENNIS A. AUSIELLO ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR W. DON CORNWELL ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR FRANCES D. FERGUSSON ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR HELEN H. HOBBS ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT DIRECTOR CONSTANCE J. HORNER ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT DIRECTOR JAMES M. KILTS ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT DIRECTOR GEORGE A. LORCH ISSUER YES FOR FOR
PROPOSAL #1.8: ELECT DIRECTOR SHANTANU NARAYEN ISSUER YES FOR FOR
PROPOSAL #1.9: ELECT DIRECTOR SUZANNE NORA JOHNSON ISSUER YES FOR FOR
PROPOSAL #1.10: ELECT DIRECTOR IAN C. READ ISSUER YES FOR FOR
PROPOSAL #1.11: ELECT DIRECTOR STEPHEN W. SANGER ISSUER YES FOR FOR
PROPOSAL #1.12: ELECT DIRECTOR MARC TESSIER-LAVIGNE 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: APPROVE OMNIBUS STOCK PLAN ISSUER YES FOR FOR
PROPOSAL #5: REQUIRE SHAREHOLDER VOTE TO APPROVE SHAREHOLDER YES AGAINST FOR
POLITICAL CONTRIBUTIONS POLICY
PROPOSAL #6: REVIEW AND ASSESS MEMBERSHIP OF LOBBYING SHAREHOLDER YES AGAINST FOR
ORGANIZATIONS
PROPOSAL #7: PROVIDE RIGHT TO ACT BY WRITTEN CONSENT SHAREHOLDER YES AGAINST FOR
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: PG&E Corporation
TICKER: PCG CUSIP: 69331C108
MEETING DATE: 5/12/2014 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR LEWIS CHEW ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR ANTHONY F. EARLEY, JR. ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR FRED J. FOWLER ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR MARYELLEN C. HERRINGER ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT DIRECTOR RICHARD C. KELLY ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT DIRECTOR ROGER H. KIMMEL ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT DIRECTOR RICHARD A. MESERVE ISSUER YES FOR FOR
PROPOSAL #1.8: ELECT DIRECTOR FORREST E. MILLER ISSUER YES FOR FOR
PROPOSAL #1.9: ELECT DIRECTOR ROSENDO G. PARRA ISSUER YES FOR FOR
PROPOSAL #1.10: ELECT DIRECTOR BARBARA L. RAMBO ISSUER YES FOR FOR
PROPOSAL #1.11: ELECT DIRECTOR BARRY LAWSON WILLIAMS 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: APPROVE OMNIBUS STOCK PLAN ISSUER YES FOR FOR
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Philip Morris International Inc.
TICKER: PM CUSIP: 718172109
MEETING DATE: 5/7/2014 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR HAROLD BROWN ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR ANDRE CALANTZOPOULOS ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR LOUIS C. CAMILLERI ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR JENNIFER LI ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT DIRECTOR SERGIO MARCHIONNE ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT DIRECTOR KALPANA MORPARIA ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT DIRECTOR LUCIO A. NOTO ISSUER YES FOR FOR
PROPOSAL #1.8: ELECT DIRECTOR ROBERT B. POLET ISSUER YES FOR FOR
PROPOSAL #1.9: ELECT DIRECTOR CARLOS SLIM HELU ISSUER YES FOR FOR
PROPOSAL #1.10: ELECT DIRECTOR STEPHEN M. WOLF 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: REPORT ON LOBBYING PAYMENTS AND POLICY SHAREHOLDER YES AGAINST FOR
PROPOSAL #5: ADOPT POLICY TO RESTRICT NON-REQUIRED SHAREHOLDER YES AGAINST FOR
ANIMAL TESTING
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Plum Creek Timber Company, Inc.
TICKER: PCL CUSIP: 729251108
MEETING DATE: 5/6/2014 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1a: ELECT DIRECTOR RICK R. HOLLEY ISSUER YES FOR FOR
PROPOSAL #1b: ELECT DIRECTOR ROBIN JOSEPHS ISSUER YES FOR FOR
PROPOSAL #1c: ELECT DIRECTOR SARA GROOTWASSINK LEWIS ISSUER YES FOR FOR
PROPOSAL #1d: ELECT DIRECTOR JOHN G. MCDONALD ISSUER YES FOR FOR
PROPOSAL #1e: ELECT DIRECTOR ROBERT B. MCLEOD ISSUER YES FOR FOR
PROPOSAL #1f: ELECT DIRECTOR JOHN F. MORGAN, SR. ISSUER YES FOR FOR
PROPOSAL #1g: ELECT DIRECTOR MARC F. RACICOT ISSUER YES FOR FOR
PROPOSAL #1h: ELECT DIRECTOR LAWRENCE A. SELZER ISSUER YES FOR FOR
PROPOSAL #1i: ELECT DIRECTOR STEPHEN C. TOBIAS ISSUER YES FOR FOR
PROPOSAL #1j: ELECT DIRECTOR MARTIN A. WHITE ISSUER YES FOR FOR
PROPOSAL #2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #3: RATIFY AUDITORS ISSUER YES FOR FOR
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Royal Dutch Shell plc
TICKER: RDSA CUSIP: G7690A118
MEETING DATE: 5/20/2014 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 POLICY ISSUER YES FOR FOR
PROPOSAL #3: APPROVE REMUNERATION REPORT ISSUER YES FOR FOR
PROPOSAL #4: ELECT EULEEN GOH AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #5: ELECT PATRICIA WOERTZ AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #6: ELECT BEN VAN BEURDEN AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #7: RE-ELECT GUY ELLIOTT AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #8: RE-ELECT SIMON HENRY AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #9: RE-ELECT CHARLES HOLLIDAY AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #10: RE-ELECT GERARD KLEISTERLEE AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #11: RE-ELECT JORMA OLLILA AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #12: RE-ELECT SIR NIGEL SHEINWALD AS ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #13: RE-ELECT LINDA STUNTZ AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #14: RE-ELECT HANS WIJERS AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #15: RE-ELECT GERRIT ZALM AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #16: REAPPOINT PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR FOR
AUDITORS
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 OF ORDINARY ISSUER YES FOR FOR
SHARES
PROPOSAL #21: APPROVE LONG TERM INCENTIVE PLAN ISSUER YES FOR FOR
PROPOSAL #22: APPROVE DEFERRED BONUS PLAN ISSUER YES FOR FOR
PROPOSAL #23: APPROVE RESTRICTED SHARE PLAN ISSUER YES FOR FOR
PROPOSAL #24: APPROVE EU POLITICAL DONATIONS AND ISSUER YES FOR FOR
EXPENDITURE
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Schneider Electric SA
TICKER: SU CUSIP: F86921107
MEETING DATE: 5/6/2014 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE FINANCIAL STATEMENTS AND ISSUER YES FOR FOR
STATUTORY REPORTS
PROPOSAL #2: APPROVE CONSOLIDATED FINANCIAL ISSUER YES FOR FOR
STATEMENTS AND STATUTORY REPORTS
PROPOSAL #3: APPROVE TREATMENT OF LOSSES AND ISSUER YES FOR FOR
DIVIDENDS OF EUR 1.87 PER SHARE
PROPOSAL #4: APPROVE AUDITORS' SPECIAL REPORT ON ISSUER YES FOR FOR
RELATED-PARTY TRANSACTIONS
PROPOSAL #5: APPROVE SEVERANCE PAYMENT AGREEMENT AND ISSUER YES FOR FOR
ADDITIONAL PENSION SCHEME AGREEMENT WITH JEAN-PASCAL
TRICOIRE
PROPOSAL #6: APPROVE SEVERANCE PAYMENT AGREEMENT AND ISSUER YES FOR FOR
ADDITIONAL PENSION SCHEME AGREEMENT WITH EMMANUEL
BABEAU
PROPOSAL #7: ADVISORY VOTE ON COMPENSATION OF JEAN- ISSUER YES FOR FOR
PASCAL TRICOIRE
PROPOSAL #8: ADVISORY VOTE ON COMPENSATION OF ISSUER YES FOR FOR
EMMANUEL BABEAU
PROPOSAL #9: ELECT LINDA KNOLL AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #10: REELECT NOEL FORGEARD AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #11: REELECT WILLY KISSLING AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #12: REELECT CATHY KOPP AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #13: REELECT HENRI LACHMANN AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #14: REELECT RICHARD THOMAN AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #15: RATIFY APPOINTMENT OF JEONG KIM AS ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #16: AUTHORIZE REPURCHASE OF UP TO 10 ISSUER YES FOR FOR
PERCENT OF ISSUED SHARE CAPITAL
PROPOSAL #17: APPROVE CHANGE OF CORPORATE FORM TO ISSUER YES FOR FOR
SOCIETAS EUROPAEA (SE)
PROPOSAL #18: CHANGE COMPANY NAME TO SCHNEIDER ISSUER YES FOR FOR
ELECTRIC SE AND AMEND BYLAWS ACCORDINGLY, PURSUANT TO
ITEM ABOVE
PROPOSAL #19: AMEND ARTICLES 1 AND 3 OF BYLAWS RE: ISSUER YES FOR FOR
CHANGE OF CORPORATE FORM
PROPOSAL #20: AUTHORIZE CAPITAL ISSUANCES FOR USE IN ISSUER YES FOR FOR
EMPLOYEE STOCK PURCHASE PLANS
PROPOSAL #21: AUTHORIZE CAPITAL ISSUANCES FOR USE IN ISSUER YES FOR FOR
EMPLOYEE STOCK PURCHASE PLANS RESERVED FOR
INTERNATIONAL SUBSIDIARIES
PROPOSAL #22: AUTHORIZE FILING OF REQUIRED ISSUER YES FOR FOR
DOCUMENTS/OTHER FORMALITIES
PROPOSAL #23: ELECT LONE FONSS SCHRODER AS DIRECTOR ISSUER YES FOR FOR
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Sysco Corporation
TICKER: SYY CUSIP: 871829107
MEETING DATE: 11/15/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1a: ELECT DIRECTOR JOHN M. CASSADAY ISSUER YES FOR FOR
PROPOSAL #1b: ELECT DIRECTOR JONATHAN GOLDEN ISSUER YES FOR FOR
PROPOSAL #1c: ELECT DIRECTOR JOSEPH A. HAFNER, JR. ISSUER YES FOR FOR
PROPOSAL #1d: ELECT DIRECTOR HANS-JOACHIM KOERBER ISSUER YES FOR FOR
PROPOSAL #1e: ELECT DIRECTOR NANCY S. NEWCOMB ISSUER YES FOR FOR
PROPOSAL #1f: ELECT DIRECTOR JACKIE M. WARD ISSUER YES FOR FOR
PROPOSAL #2: APPROVE OMNIBUS STOCK PLAN ISSUER YES FOR FOR
PROPOSAL #3: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #4: RATIFY AUDITORS ISSUER YES FOR FOR
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Texas Instruments Incorporated
TICKER: TXN CUSIP: 882508104
MEETING DATE: 4/17/2014 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1a: ELECT DIRECTOR RALPH W. BABB, JR. ISSUER YES FOR FOR
PROPOSAL #1b: ELECT DIRECTOR MARK A. BLINN ISSUER YES FOR FOR
PROPOSAL #1c: ELECT DIRECTOR DANIEL A. CARP ISSUER YES FOR FOR
PROPOSAL #1d: ELECT DIRECTOR CARRIE S. COX ISSUER YES FOR FOR
PROPOSAL #1e: ELECT DIRECTOR RONALD KIRK ISSUER YES FOR FOR
PROPOSAL #1f: ELECT DIRECTOR PAMELA H. PATSLEY ISSUER YES FOR FOR
PROPOSAL #1g: ELECT DIRECTOR ROBERT E. SANCHEZ ISSUER YES FOR FOR
PROPOSAL #1h: ELECT DIRECTOR WAYNE R. SANDERS ISSUER YES FOR FOR
PROPOSAL #1i: ELECT DIRECTOR RUTH J. SIMMONS ISSUER YES FOR FOR
PROPOSAL #1j: ELECT DIRECTOR RICHARD K. TEMPLETON ISSUER YES FOR FOR
PROPOSAL #1k: ELECT DIRECTOR CHRISTINE TODD WHITMAN ISSUER YES FOR FOR
PROPOSAL #2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #3: RATIFY AUDITORS ISSUER YES FOR FOR
PROPOSAL #4: APPROVE QUALIFIED EMPLOYEE STOCK ISSUER YES FOR FOR
PURCHASE PLAN
PROPOSAL #5: AMEND OMNIBUS STOCK PLAN ISSUER YES FOR FOR
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: The Dow Chemical Company
TICKER: DOW CUSIP: 260543103
MEETING DATE: 5/15/2014 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1a: ELECT DIRECTOR ARNOLD A. ALLEMANG ISSUER YES FOR FOR
PROPOSAL #1b: ELECT DIRECTOR AJAY BANGA ISSUER YES FOR FOR
PROPOSAL #1c: ELECT DIRECTOR JACQUELINE K. BARTON ISSUER YES FOR FOR
PROPOSAL #1d: ELECT DIRECTOR JAMES A. BELL ISSUER YES FOR FOR
PROPOSAL #1e: ELECT DIRECTOR JEFF M. FETTIG ISSUER YES FOR FOR
PROPOSAL #1f: ELECT DIRECTOR ANDREW N. LIVERIS ISSUER YES FOR FOR
PROPOSAL #1g: ELECT DIRECTOR PAUL POLMAN ISSUER YES FOR FOR
PROPOSAL #1h: ELECT DIRECTOR DENNIS H. REILLEY ISSUER YES FOR FOR
PROPOSAL #1i: ELECT DIRECTOR JAMES M. RINGLER ISSUER YES FOR FOR
PROPOSAL #1j: ELECT DIRECTOR RUTH G. SHAW 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: AMEND OMNIBUS STOCK PLAN ISSUER YES FOR FOR
PROPOSAL #5: PROVIDE RIGHT TO ACT BY WRITTEN CONSENT SHAREHOLDER YES AGAINST FOR
PROPOSAL #6: STOCK RETENTION/HOLDING PERIOD SHAREHOLDER YES AGAINST FOR
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: The Procter & Gamble Company
TICKER: PG CUSIP: 742718109
MEETING DATE: 10/8/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1a: ELECT DIRECTOR ANGELA F. BRALY ISSUER YES FOR FOR
PROPOSAL #1b: ELECT DIRECTOR KENNETH I. CHENAULT ISSUER YES FOR FOR
PROPOSAL #1c: ELECT DIRECTOR SCOTT D. COOK ISSUER YES FOR FOR
PROPOSAL #1d: ELECT DIRECTOR SUSAN DESMOND-HELLMANN ISSUER YES FOR FOR
PROPOSAL #1e: ELECT DIRECTOR A.G. LAFLEY ISSUER YES FOR FOR
PROPOSAL #1f: ELECT DIRECTOR TERRY J. LUNDGREN ISSUER YES FOR FOR
PROPOSAL #1g: ELECT DIRECTOR W. JAMES MCNERNEY, JR. ISSUER YES FOR FOR
PROPOSAL #1h: ELECT DIRECTOR MARGARET C. WHITMAN ISSUER YES FOR FOR
PROPOSAL #1i: ELECT DIRECTOR MARY AGNES WILDEROTTER ISSUER YES FOR FOR
PROPOSAL #1j: ELECT DIRECTOR PATRICIA A. WOERTZ ISSUER YES FOR FOR
PROPOSAL #1k: ELECT DIRECTOR ERNESTO ZEDILLO ISSUER YES FOR FOR
PROPOSAL #2: RATIFY AUDITORS ISSUER YES FOR FOR
PROPOSAL #3: REDUCE SUPERMAJORITY VOTE REQUIREMENT ISSUER YES FOR FOR
PROPOSAL #4: APPROVE NON-EMPLOYEE DIRECTOR OMNIBUS ISSUER YES FOR FOR
STOCK PLAN
PROPOSAL #5: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Thomson Reuters Corporation
TICKER: TRI CUSIP: 884903105
MEETING DATE: 5/22/2014 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR DAVID THOMSON ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR JAMES C. SMITH ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR SHEILA C. BAIR ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR MANVINDER S. BANGA ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT DIRECTOR DAVID W. BINET ISSUER YES WITHHOLD AGAINST
PROPOSAL #1.6: ELECT DIRECTOR MARY CIRILLO ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT DIRECTOR MICHAEL E. DANIELS ISSUER YES FOR FOR
PROPOSAL #1.8: ELECT DIRECTOR STEVEN A. DENNING ISSUER YES FOR FOR
PROPOSAL #1.9: ELECT DIRECTOR P. THOMAS JENKINS ISSUER YES FOR FOR
PROPOSAL #1.10: ELECT DIRECTOR KEN OLISA ISSUER YES FOR FOR
PROPOSAL #1.11: ELECT DIRECTOR VANCE K. OPPERMAN ISSUER YES FOR FOR
PROPOSAL #1.12: ELECT DIRECTOR PETER J. THOMSON ISSUER YES FOR FOR
PROPOSAL #1.13: ELECT DIRECTOR WULF VON SCHIMMELMANN ISSUER YES FOR FOR
PROPOSAL #2: APPROVE PRICEWATERHOUSECOOPERS LLP ISSUER YES FOR FOR
AUDITORS AND AUTHORIZE BOARD TO FIX THEIR
PROPOSAL #3: ADVISORY VOTE ON EXECUTIVE COMPENSATION ISSUER YES FOR FOR
APPROACH
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Unilever NV
TICKER: UNA CUSIP: 904784709
MEETING DATE: 5/14/2014 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #3: APPROVE REMUNERATION POLICY ISSUER YES FOR FOR
PROPOSAL #4: APPROVE FINANCIAL STATEMENTS AND ISSUER YES FOR FOR
ALLOCATION OF INCOME
PROPOSAL #5: APPROVE DISCHARGE OF EXECUTIVE BOARD ISSUER YES FOR FOR
MEMBERS
PROPOSAL #6: APPROVE DISCHARGE OF NON-EXECUTIVE BOARD ISSUER YES FOR FOR
MEMBERS
PROPOSAL #7: REELECT P.G.J.M. POLMAN AS AN EXECUTIVE ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #8: RELECT R.J-M.S. HUET AS AN EXECUTIVE ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #9: REELECT L.M. CHA AS A NON-EXECUTIVE ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #10: REELECT L.O. FRESCO AS A NON-EXECUTIVE ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #11: REELECT A.M. FUDGE AS A NON-EXECUTIVE ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #12: REELECT B.E. GROTE AS A NON-EXECUTIVE ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #13: REELECT M.MA AS A NON-EXECUTIVE ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #14: REELECT H. NYASULU AS A NON-EXECUTIVE ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #15: REELECT M. RIFKIND AS A NON-EXECUTIVE ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #16: REELECT J. RISHTON AS A NON-EXECUTIVE ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #17: REELECT K.J. STORM AS A NON-EXECUTIVE ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #18: REELECT M. TRESCHOW AS A NON-EXECUTIVE ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #19: REELECT P.S. WALSH AS A NON-EXECUTIVE ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #20: ELECT F SIJBESMA AS A NON-EXECUTIVE ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #21: RATIFY KPMG AS AUDITORS ISSUER YES FOR FOR
PROPOSAL #22: GRANT BOARD AUTHORITY TO ISSUE SHARES ISSUER YES FOR FOR
UP TO 10 PERCENT OF ISSUED CAPITAL PLUS ADDITIONAL 10
PERCENT IN CASE OF TAKEOVER/MERGER AND
RESTRICTING/EXCLUDING PREEMPTIVE RIGHTS
PROPOSAL #23: AUTHORIZE REPURCHASE OF UP TO 10 ISSUER YES FOR FOR
PERCENT OF ISSUED SHARE CAPITAL
PROPOSAL #24: APPROVE CANCELLATION OF REPURCHASED ISSUER YES FOR FOR
SHARES
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: United Parcel Service, Inc.
TICKER: UPS CUSIP: 911312106
MEETING DATE: 5/8/2014 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1a: ELECT DIRECTOR F. DUANE ACKERMAN ISSUER YES FOR FOR
PROPOSAL #1b: ELECT DIRECTOR RODNEY C. ADKINS ISSUER YES FOR FOR
PROPOSAL #1c: ELECT DIRECTOR MICHAEL J. BURNS ISSUER YES FOR FOR
PROPOSAL #1d: ELECT DIRECTOR D. SCOTT DAVIS ISSUER YES FOR FOR
PROPOSAL #1e: ELECT DIRECTOR STUART E. EIZENSTAT ISSUER YES FOR FOR
PROPOSAL #1f: ELECT DIRECTOR MICHAEL L. ESKEW ISSUER YES FOR FOR
PROPOSAL #1g: ELECT DIRECTOR WILLIAM R. JOHNSON ISSUER YES FOR FOR
PROPOSAL #1h: ELECT DIRECTOR CANDACE KENDLE ISSUER YES FOR FOR
PROPOSAL #1i: ELECT DIRECTOR ANN M. LIVERMORE ISSUER YES FOR FOR
PROPOSAL #1j: ELECT DIRECTOR RUDY H.P. MARKHAM ISSUER YES FOR FOR
PROPOSAL #1k: ELECT DIRECTOR CLARK T. "SANDY" RANDT, ISSUER YES FOR FOR
JR.
PROPOSAL #1l: ELECT DIRECTOR CAROL B. TOME ISSUER YES FOR FOR
PROPOSAL #1m: ELECT DIRECTOR KEVIN M. WARSH ISSUER YES FOR FOR
PROPOSAL #2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #3: RATIFY AUDITORS ISSUER YES FOR FOR
PROPOSAL #4: REPORT ON LOBBYING PAYMENTS AND POLICY SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #5: APPROVE RECAPITALIZATION PLAN FOR ALL SHAREHOLDER YES FOR AGAINST
STOCK TO HAVE ONE-VOTE PER SHARE
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Verizon Communications Inc.
TICKER: VZ CUSIP: 92343V104
MEETING DATE: 1/28/2014 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: ISSUE SHARES IN CONNECTION WITH ISSUER YES FOR FOR
ACQUISITION
PROPOSAL #2: INCREASE AUTHORIZED COMMON STOCK ISSUER YES FOR FOR
PROPOSAL #3: ADJOURN MEETING ISSUER YES FOR FOR
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Verizon Communications Inc.
TICKER: VZ CUSIP: 92343V104
MEETING DATE: 5/1/2014 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR SHELLYE L. ARCHAMBEAU ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR RICHARD L. CARRION ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR MELANIE L. HEALEY ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR M. FRANCES KEETH ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT DIRECTOR ROBERT W. LANE ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT DIRECTOR LOWELL C. MCADAM ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT DIRECTOR DONALD T. NICOLAISEN ISSUER YES FOR FOR
PROPOSAL #1.8: ELECT DIRECTOR CLARENCE OTIS, JR. ISSUER YES FOR FOR
PROPOSAL #1.9: ELECT DIRECTOR RODNEY E. SLATER ISSUER YES FOR FOR
PROPOSAL #1.10: ELECT DIRECTOR KATHRYN A. TESIJA ISSUER YES FOR FOR
PROPOSAL #1.11: ELECT DIRECTOR GREGORY D. WASSON 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: PROVIDE PROXY ACCESS RIGHT ISSUER YES FOR FOR
PROPOSAL #5: REPORT ON NET NEUTRALITY SHAREHOLDER YES AGAINST FOR
PROPOSAL #6: REPORT ON LOBBYING PAYMENTS AND POLICY SHAREHOLDER YES AGAINST FOR
PROPOSAL #7: SUBMIT SEVERANCE AGREEMENT (CHANGE-IN- SHAREHOLDER YES AGAINST FOR
CONTROL) TO SHAREHOLDER VOTE
PROPOSAL #8: AMEND ARTICLES/BYLAWS/CHARTER -- CALL SHAREHOLDER YES AGAINST FOR
SPECIAL MEETINGS
PROPOSAL #9: PROVIDE RIGHT TO ACT BY WRITTEN CONSENT SHAREHOLDER YES AGAINST FOR
PROPOSAL #10: APPROVE PROXY VOTING AUTHORITY SHAREHOLDER YES AGAINST FOR
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Vodafone Group plc
TICKER: VOD CUSIP: 92857W209
MEETING DATE: 7/23/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: ACCEPT FINANCIAL STATEMENTS AND ISSUER YES FOR FOR
STATUTORY REPORTS
PROPOSAL #2: RE-ELECT GERARD KLEISTERLEE AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3: RE-ELECT VITTORIO COLAO AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #4: RE-ELECT ANDY HALFORD AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #5: RE-ELECT STEPHEN PUSEY AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #6: RE-ELECT RENEE JAMES AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #7: RE-ELECT ALAN JEBSON AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #8: RE-ELECT SAMUEL JONAH AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #9: ELECT OMID KORDESTANI AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #10: RE-ELECT NICK LAND AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #11: RE-ELECT ANNE LAUVERGEON AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #12: RE-ELECT LUC VANDEVELDE AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #13: RE-ELECT ANTHONY WATSON AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #14: RE-ELECT PHILIP YEA AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #15: APPROVE FINAL DIVIDEND ISSUER YES FOR FOR
PROPOSAL #16: APPROVE REMUNERATION REPORT ISSUER YES FOR FOR
PROPOSAL #17: REAPPOINT DELOITTE LLP AS AUDITORS ISSUER YES FOR FOR
PROPOSAL #18: AUTHORISE THE AUDIT AND RISK COMMITTEE ISSUER YES FOR FOR
TO FIX REMUNERATION OF AUDITORS
PROPOSAL #19: AUTHORISE ISSUE OF EQUITY WITH PRE- ISSUER YES FOR FOR
EMPTIVE RIGHTS
PROPOSAL #20: AUTHORISE ISSUE OF EQUITY WITHOUT PRE- ISSUER YES FOR FOR
EMPTIVE RIGHTS
PROPOSAL #21: AUTHORISE MARKET PURCHASE OF ORDINARY ISSUER YES FOR FOR
SHARES
PROPOSAL #22: AUTHORISE EU POLITICAL DONATIONS AND ISSUER YES FOR FOR
EXPENDITURE
PROPOSAL #23: AUTHORISE THE COMPANY TO CALL EGM WITH ISSUER YES FOR FOR
TWO WEEKS' NOTICE
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Vodafone Group plc
TICKER: VOD CUSIP: 92857W209
MEETING DATE: 1/28/2014 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE SCHEME OF ARRANGEMENT ISSUER YES FOR FOR
PROPOSAL #1: APPROVE DISPOSAL OF ALL OF THE SHARES IN ISSUER YES FOR FOR
VODAFONE AMERICAS FINANCE 1 BY VODAFONE 4 LIMITED TO
VERIZON COMMUNICATIONS INC
PROPOSAL #2: APPROVE MATTERS RELATING TO THE RETURN ISSUER YES FOR FOR
OF VALUE TO SHAREHOLDERS
PROPOSAL #3: AUTHORISE MARKET PURCHASE OF ORDINARY ISSUER YES FOR FOR
SHARES
PROPOSAL #4: AUTHORISE BOARD TO RATIFY AND EXECUTE ISSUER YES FOR FOR
APPROVED RESOLUTIONS
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Waste Management, Inc.
TICKER: WM CUSIP: 94106L109
MEETING DATE: 5/13/2014 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1a: ELECT DIRECTOR BRADBURY H. ANDERSON ISSUER YES FOR FOR
PROPOSAL #1b: ELECT DIRECTOR FRANK M. CLARK, JR. ISSUER YES FOR FOR
PROPOSAL #1c: ELECT DIRECTOR PATRICK W. GROSS ISSUER YES FOR FOR
PROPOSAL #1d: ELECT DIRECTOR VICTORIA M. HOLT ISSUER YES FOR FOR
PROPOSAL #1e: ELECT DIRECTOR JOHN C. POPE ISSUER YES FOR FOR
PROPOSAL #1f: ELECT DIRECTOR W. ROBERT REUM ISSUER YES FOR FOR
PROPOSAL #1g: ELECT DIRECTOR DAVID P. STEINER ISSUER YES FOR FOR
PROPOSAL #1h: ELECT DIRECTOR THOMAS H. WEIDEMEYER 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: APPROVE OMNIBUS STOCK PLAN ISSUER YES FOR FOR
PROPOSAL #5: REPORT ON POLITICAL CONTRIBUTIONS SHAREHOLDER YES ABSTAIN AGAINST
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Wells Fargo & Company
TICKER: WFC CUSIP: 949746101
MEETING DATE: 4/29/2014 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1a: ELECT DIRECTOR JOHN D. BAKER, II ISSUER YES FOR FOR
PROPOSAL #1b: ELECT DIRECTOR ELAINE L. CHAO ISSUER YES FOR FOR
PROPOSAL #1c: ELECT DIRECTOR JOHN S. CHEN ISSUER YES FOR FOR
PROPOSAL #1d: ELECT DIRECTOR LLOYD H. DEAN ISSUER YES FOR FOR
PROPOSAL #1e: ELECT DIRECTOR SUSAN E. ENGEL ISSUER YES FOR FOR
PROPOSAL #1f: ELECT DIRECTOR ENRIQUE HERNANDEZ, JR. ISSUER YES FOR FOR
PROPOSAL #1g: ELECT DIRECTOR DONALD M. JAMES ISSUER YES FOR FOR
PROPOSAL #1h: ELECT DIRECTOR CYNTHIA H. MILLIGAN ISSUER YES FOR FOR
PROPOSAL #1i: ELECT DIRECTOR FEDERICO F. PENA ISSUER YES FOR FOR
PROPOSAL #1j: ELECT DIRECTOR JAMES H. QUIGLEY ISSUER YES FOR FOR
PROPOSAL #1k: ELECT DIRECTOR JUDITH M. RUNSTAD ISSUER YES FOR FOR
PROPOSAL #1l: ELECT DIRECTOR STEPHEN W. SANGER ISSUER YES FOR FOR
PROPOSAL #1m: ELECT DIRECTOR JOHN G. STUMPF ISSUER YES FOR FOR
PROPOSAL #1n: ELECT DIRECTOR SUSAN G. SWENSON ISSUER YES FOR FOR
PROPOSAL #2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #3: RATIFY AUDITORS ISSUER YES FOR FOR
PROPOSAL #4: REQUIRE INDEPENDENT BOARD CHAIRMAN SHAREHOLDER YES AGAINST FOR
PROPOSAL #5: REVIEW FAIR HOUSING AND FAIR LENDING SHAREHOLDER YES ABSTAIN AGAINST
COMPLIANCE
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: WPP plc
TICKER: WPP CUSIP: G9788D103
MEETING DATE: 6/25/2014 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: ACCEPT FINANCIAL STATEMENTS AND ISSUER YES FOR FOR
STATUTORY REPORTS
PROPOSAL #2: APPROVE FINAL DIVIDEND ISSUER YES FOR FOR
PROPOSAL #3: APPROVE REMUNERATION REPORT ISSUER YES FOR FOR
PROPOSAL #4: APPROVE REMUNERATION POLICY ISSUER YES FOR FOR
PROPOSAL #5: APPROVE SUSTAINABILITY REPORT ISSUER YES FOR FOR
PROPOSAL #6: RE-ELECT ROGER AGNELLI AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #7: RE-ELECT DR JACQUES AIGRAIN AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #8: RE-ELECT COLIN DAY AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #9: RE-ELECT PHILIP LADER AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #10: RE-ELECT RUIGANG LI AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #11: RE-ELECT MARK READ AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #12: RE-ELECT PAUL RICHARDSON AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #13: RE-ELECT JEFFREY ROSEN AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #14: RE-ELECT HUGO SHONG AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #15: RE-ELECT TIMOTHY SHRIVER AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #16: RE-ELECT SIR MARTIN SORRELL AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #17: RE-ELECT SALLY SUSMAN AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #18: RE-ELECT SOLOMON TRUJILLO AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #19: ELECT DR JOHN HOOD AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #20: ELECT CHARLENE BEGLEY AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #21: ELECT NICOLE SELIGMAN AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #22: ELECT DANIELA RICCARDI AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #23: REAPPOINT DELOITTE LLP AS AUDITORS AND ISSUER YES FOR FOR
AUTHORISE THEIR REMUNERATION
PROPOSAL #24: AUTHORISE ISSUE OF EQUITY WITH PRE- ISSUER YES FOR FOR
EMPTIVE RIGHTS
PROPOSAL #25: APPROVE INCREASE IN THE MAXIMUM ISSUER YES FOR FOR
AGGREGATE FEES PAYABLE TO NON-EXECUTIVE DIRECTORS
PROPOSAL #26: AUTHORISE MARKET PURCHASE OF ORDINARY ISSUER YES FOR FOR
SHARES
PROPOSAL #27: AUTHORISE ISSUE OF EQUITY WITHOUT PRE- ISSUER YES FOR FOR
EMPTIVE RIGHTS
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Xcel Energy Inc.
TICKER: XEL CUSIP: 98389B100
MEETING DATE: 5/21/2014 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1a: ELECT DIRECTOR GAIL KOZIARA BOUDREAUX ISSUER YES FOR FOR
PROPOSAL #1b: ELECT DIRECTOR RICHARD K. DAVIS ISSUER YES FOR FOR
PROPOSAL #1c: ELECT DIRECTOR BEN FOWKE ISSUER YES FOR FOR
PROPOSAL #1d: ELECT DIRECTOR ALBERT F. MORENO ISSUER YES FOR FOR
PROPOSAL #1e: ELECT DIRECTOR RICHARD T. O'BRIEN ISSUER YES FOR FOR
PROPOSAL #1f: ELECT DIRECTOR CHRISTOPHER J. ISSUER YES FOR FOR
POLICINSKI
PROPOSAL #1g: ELECT DIRECTOR A. PATRICIA SAMPSON ISSUER YES FOR FOR
PROPOSAL #1h: ELECT DIRECTOR JAMES J. SHEPPARD ISSUER YES FOR FOR
PROPOSAL #1i: ELECT DIRECTOR DAVID A. WESTERLUND ISSUER YES FOR FOR
PROPOSAL #1j: ELECT DIRECTOR KIM WILLIAMS ISSUER YES FOR FOR
PROPOSAL #1k: ELECT DIRECTOR TIMOTHY V. WOLF 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: REQUIRE INDEPENDENT BOARD CHAIRMAN SHAREHOLDER YES AGAINST 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
F. William McNabb III*
Chairman and Chief Executive Officer
Date: August 28, 2014
*By: /s/Heidi Stam
Heidi Stam, pursuant to a Power of Attorney filed on April 22, 2014,
see File Number 2-17620. Incorporated by Reference.
