FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY
INVESTMENT COMPANY ACT FILE NUMBER: 811-08979
EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER: Victory Variable Insurance Funds
ADDRESS OF PRINCIPAL EXECUTIVE OFFICES: 3435 Stelzer Road Columbus OH 43219
NAME AND ADDRESS OF AGENT FOR SERVICE: John Danko Citi Fund Services
REGISTRANT'S TELEPHONE NUMBER: 800-362-5365
DATE OF FISCAL YEAR END: 12/31
DATE OF REPORTING PERIOD: 07/01/2012 - 06/30/2013
VVI Diversified Stock Fund
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AGILENT TECHNOLOGIES, INC.
Meeting Date: MAR 20, 2013
Record Date: JAN 22, 2013
Meeting Type: ANNUAL | Ticker: A
Security ID: 00846U101
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| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
|---|
| 1.1 | Elect Director Paul N. Clark | Management | For | For |
| 1.2 | Elect Director James G. Cullen | Management | For | For |
| 1.3 | Elect Director Tadataka Yamada | Management | For | For |
| 2 | Ratify Auditors | Management | For | For |
| 3 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 4 | Declassify the Board of Directors | Shareholder | Against | For |
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ALTERA CORPORATION
Meeting Date: MAY 06, 2013
Record Date: MAR 08, 2013
Meeting Type: ANNUAL | Ticker: ALTR
Security ID: 021441100
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| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
|---|
| 1a | Elect Director John P. Daane | Management | For | For |
| 1b | Elect Director T. Michael Nevens | Management | For | For |
| 1c | Elect Director A. Blaine Bowman | Management | For | For |
| 1d | Elect Director Elisha W. Finney | Management | For | For |
| 1e | Elect Director Kevin McGarity | Management | For | For |
| 1f | Elect Director Shane V. Robison | Management | For | For |
| 1g | Elect Director John Shoemaker | Management | For | For |
| 1h | Elect Director Thomas H. Waechter | Management | For | For |
| 2 | Amend Omnibus Stock Plan | Management | For | For |
| 3 | Amend Omnibus Stock Plan | Management | For | For |
| 4 | Amend Qualified Employee Stock Purchase Plan | Management | For | For |
| 5 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 6 | Ratify Auditors | Management | For | For |
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ANADARKO PETROLEUM CORPORATION
Meeting Date: MAY 14, 2013
Record Date: MAR 19, 2013
Meeting Type: ANNUAL | Ticker: APC
Security ID: 032511107
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| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
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| 1a | Elect Director Kevin P. Chilton | Management | For | For |
| 1b | Elect Director Luke R. Corbett | Management | For | For |
| 1c | Elect Director H. Paulett Eberhart | Management | For | For |
| 1d | Elect Director Peter J. Fluor | Management | For | For |
| 1e | Elect Director Richard L. George | Management | For | For |
| 1f | Elect Director Preston M. Geren, III | Management | For | For |
| 1g | Elect Director Charles W. Goodyear | Management | For | For |
| 1h | Elect Director John R. Gordon | Management | For | For |
| 1i | Elect Director Eric D. Mullins | Management | For | For |
| 1j | Elect Director Paula Rosput Reynolds | Management | For | For |
| 1k | Elect Director R. A. Walker | Management | For | For |
| 2 | Ratify Auditors | Management | For | For |
| 3 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 4 | Report on Political Contributions | Shareholder | Against | For |
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ANHEUSER-BUSCH INBEV SA
Meeting Date: APR 24, 2013
Record Date: MAR 15, 2013
Meeting Type: ANNUAL/SPECIAL | Ticker: ABI
Security ID: 03524A108
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| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
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| A1a | Receive Special Board Report | Management | None | None |
| A1b | Receive Special Auditor Report | Management | None | None |
| A1c | Eliminate Preemptive Rights Re: Issuance of Subscription Rights | Management | For | Against |
| A1d | Approve Non-Employee Director Stock Option Plan: Issuance of 185,000 Warrants | Management | For | Against |
| A1e | Renew Authorization to Increase Share Capital within the Framework of Authorized Capital: Issuance of Warrants under item A1d | Management | For | Against |
| A1f | Approve Deviation from Belgian Company Law Provision Re: Grant of Warrants to Non-Executive Directors | Management | For | Against |
| A1g | Authorize Implementation of Approved Resolutions and Filing of Required Documents/Formalities at Trade Registry | Management | For | Against |
| B1 | Receive Directors' Reports (Non-Voting) | Management | None | None |
| B2 | Receive Auditors' Reports (Non-Voting) | Management | None | None |
| B3 | Receive Consolidated Financial Statements and Statutory Reports (Non-Voting) | Management | None | None |
| B4 | Approve Financial Statements, Allocation of Income, and Dividends of EUR 1.70 per Share | Management | For | For |
| B5 | Approve Discharge of Directors | Management | For | For |
| B6 | Approve Discharge of Auditors | Management | For | For |
| B7 | Reelect Kees Storm as Director | Management | For | For |
| B8 | Ratify PricewaterhouseCoopers as Auditors and Approve Auditors' Remuneration of EUR 75,000 | Management | For | For |
| B9a | Approve Remuneration Report | Management | For | Against |
| B9b | Approve Omnibus Stock Plan | Management | For | Against |
| B10 | Approve Remuneration of Directors | Management | For | For |
| B11a | Approve Change-of-Control Clause Re : Updated EMTN Program | Management | For | For |
| B11b | Approve Change-of-Control Clause Re : Senior Facilities Agreement | Management | For | For |
| C1 | Authorize Implementation of Approved Resolutions and Filing of Required Documents/Formalities at Trade Registry | Management | For | For |
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APPLE INC.
Meeting Date: FEB 27, 2013
Record Date: JAN 02, 2013
Meeting Type: ANNUAL | Ticker: AAPL
Security ID: 037833100
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| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
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| 1.1 | Elect Director William Campbell | Management | For | For |
| 1.2 | Elect Director Timothy Cook | Management | For | For |
| 1.3 | Elect Director Millard Drexler | Management | For | For |
| 1.4 | Elect Director Al Gore | Management | For | For |
| 1.5 | Elect Director Robert Iger | Management | For | For |
| 1.6 | Elect Director Andrea Jung | Management | For | For |
| 1.7 | Elect Director Arthur Levinson | Management | For | For |
| 1.8 | Elect Director Ronald Sugar | Management | For | For |
| 2 | Amend Articles of Incorporation | Management | For | For |
| 3 | Ratify Auditors | Management | For | For |
| 4 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | Against |
| 5 | Stock Retention/Holding Period | Shareholder | Against | Against |
| 6 | Establish Board Committee on Human Rights | Shareholder | Against | Against |
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BAXTER INTERNATIONAL INC.
Meeting Date: MAY 07, 2013
Record Date: MAR 11, 2013
Meeting Type: ANNUAL | Ticker: BAX
Security ID: 071813109
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| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
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| 1a | Elect Director Thomas F. Chen | Management | For | For |
| 1b | Elect Director Blake E. Devitt | Management | For | For |
| 1c | Elect Director John D. Forsyth | Management | For | For |
| 1d | Elect Director Gail D. Fosler | Management | For | For |
| 1e | Elect Director Carole J. Shapazian | Management | For | For |
| 2 | Ratify Auditors | Management | For | For |
| 3 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 4 | Declassify the Board of Directors | Management | For | For |
| 5 | Provide Right to Call Special Meeting | Management | For | For |
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BP PLC
Meeting Date: APR 11, 2013
Record Date: MAR 28, 2013
Meeting Type: ANNUAL | Ticker: BP.
Security ID: 055622104
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| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
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| 1 | Accept Financial Statements and Statutory Reports | Management | For | For |
| 2 | Approve Remuneration Report | Management | For | For |
| 3 | Re-elect Bob Dudley as Director | Management | For | For |
| 4 | Re-elect Iain Conn as Director | Management | For | For |
| 5 | Re-elect Dr Brian Gilvary as Director | Management | For | For |
| 6 | Re-elect Paul Anderson as Director | Management | For | For |
| 7 | Re-elect Frank Bowman as Director | Management | For | For |
| 8 | Re-elect Antony Burgmans as Director | Management | For | For |
| 9 | Re-elect Cynthia Carroll as Director | Management | For | For |
| 10 | Re-elect George David as Director | Management | For | For |
| 11 | Re-elect Ian Davis as Director | Management | For | For |
| 12 | Re-elect Dame Ann Dowling as Director | Management | For | For |
| 13 | Re-elect Brendan Nelson as Director | Management | For | For |
| 14 | Re-elect Phuthuma Nhleko as Director | Management | For | For |
| 15 | Re-elect Andrew Shilston as Director | Management | For | For |
| 16 | Re-elect Carl-Henric Svanberg as Director | Management | For | For |
| 17 | Reappoint Ernst & Young LLP as Auditors and Authorise Their Remuneration | Management | For | For |
| 18 | Authorise Market Purchase of Ordinary Shares | Management | For | For |
| 19 | Authorise Issue of Equity with Pre-emptive Rights | Management | For | For |
| 20 | Authorise Issue of Equity without Pre-emptive Rights | Management | For | For |
| 21 | Authorise the Company to Call EGM with Two Weeks' Notice | Management | For | For |
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BROADCOM CORPORATION
Meeting Date: MAY 14, 2013
Record Date: MAR 18, 2013
Meeting Type: ANNUAL | Ticker: BRCM
Security ID: 111320107
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| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
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| 1.1 | Elect Director Robert J. Finocchio, Jr. | Management | For | For |
| 1.2 | Elect Director Nancy H. Handel | Management | For | For |
| 1.3 | Elect Director Eddy W. Hartenstein | Management | For | For |
| 1.4 | Elect Director Maria M. Klawe | Management | For | For |
| 1.5 | Elect Director John E. Major | Management | For | For |
| 1.6 | Elect Director Scott A. McGregor | Management | For | For |
| 1.7 | Elect Director William T. Morrow | Management | For | For |
| 1.8 | Elect Director Henry Samueli | Management | For | For |
| 1.9 | Elect Director Robert E. Switz | Management | For | For |
| 2 | Ratify Auditors | Management | For | For |
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CARMAX, INC.
Meeting Date: JUN 24, 2013
Record Date: APR 19, 2013
Meeting Type: ANNUAL | Ticker: KMX
Security ID: 143130102
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| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
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| 1.1 | Elect Director Ronald E. Blaylock | Management | For | For |
| 1.2 | Elect Director Rakesh Gangwal | Management | For | For |
| 1.3 | Elect Director Mitchell D. Steenrod | Management | For | For |
| 1.4 | Elect Director Thomas G. Stemberg | Management | For | For |
| 2 | Ratify Auditors | Management | For | For |
| 3 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 4 | Declassify the Board of Directors | Management | For | For |
| 5 | Amend Articles of Incorporation to Update and Modify Certain Provisions Related to Indemnification | Management | For | For |
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CITIGROUP INC.
Meeting Date: APR 24, 2013
Record Date: FEB 25, 2013
Meeting Type: ANNUAL | Ticker: C
Security ID: 172967424
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| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
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| 1a | Elect Director Michael L. Corbat | Management | For | For |
| 1b | Elect Director Franz B. Humer | Management | For | For |
| 1c | Elect Director Robert L. Joss | Management | For | For |
| 1d | Elect Director Michael E. O'Neill | Management | For | For |
| 1e | Elect Director Judith Rodin | Management | For | For |
| 1f | Elect Director Robert L. Ryan | Management | For | For |
| 1g | Elect Director Anthony M. Santomero | Management | For | For |
| 1h | Elect Director Joan E. Spero | Management | For | For |
| 1i | Elect Director Diana L. Taylor | Management | For | For |
| 1j | Elect Director William S. Thompson, Jr. | Management | For | For |
| 1k | Elect Director Ernesto Zedillo Ponce de Leon | Management | For | For |
| 2 | Ratify Auditors | Management | For | For |
| 3 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 4 | Amend Omnibus Stock Plan | Management | For | For |
| 5 | Stock Retention/Holding Period | Shareholder | Against | Against |
| 6 | Report on Lobbying Payments and Policy | Shareholder | Against | For |
| 7 | Amend Indemnifications Provisions | Shareholder | Against | Against |
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CITRIX SYSTEMS, INC.
Meeting Date: MAY 23, 2013
Record Date: APR 01, 2013
Meeting Type: ANNUAL | Ticker: CTXS
Security ID: 177376100
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| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
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| 1a | Elect Director Mark B. Templeton | Management | For | For |
| 1b | Elect Director Stephen M. Dow | Management | For | For |
| 1c | Elect Director Godfrey R. Sullivan | Management | For | For |
| 2 | Amend Omnibus Stock Plan | Management | For | For |
| 3 | Declassify the Board of Directors | Management | For | For |
| 4 | Ratify Auditors | Management | For | For |
| 5 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
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COMCAST CORPORATION
Meeting Date: MAY 15, 2013
Record Date: MAR 06, 2013
Meeting Type: ANNUAL | Ticker: CMCSA
Security ID: 20030N101
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| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
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| 1.1 | Elect Director Kenneth J. Bacon | Management | For | For |
| 1.2 | Elect Director Sheldon M. Bonovitz | Management | For | For |
| 1.3 | Elect Director Joseph J. Collins | Management | For | For |
| 1.4 | Elect Director J. Michael Cook | Management | For | For |
| 1.5 | Elect Director Gerald L. Hassell | Management | For | For |
| 1.6 | Elect Director Jeffrey A. Honickman | Management | For | For |
| 1.7 | Elect Director Eduardo G. Mestre | Management | For | For |
| 1.8 | Elect Director Brian L. Roberts | Management | For | For |
| 1.9 | Elect Director Ralph J. Roberts | Management | For | For |
| 1.10 | Elect Director Johnathan A. Rodgers | Management | For | For |
| 1.11 | Elect Director Judith Rodin | Management | For | For |
| 2 | Ratify Auditors | Management | For | For |
| 3 | Pro-rata Vesting of Equity Awards | Shareholder | Against | For |
| 4 | Approve Recapitalization Plan for all Stock to Have One-vote per Share | Shareholder | Against | For |
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COSTCO WHOLESALE CORPORATION
Meeting Date: JAN 24, 2013
Record Date: NOV 23, 2012
Meeting Type: ANNUAL | Ticker: COST
Security ID: 22160K105
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| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
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| 1.1 | Elect Director Benjamin S. Carson, Sr. | Management | For | For |
| 1.2 | Elect Director William H. Gates | Management | For | For |
| 1.3 | Elect Director Hamilton E. James | Management | For | For |
| 1.4 | Elect Director W. Craig Jelinek | Management | For | For |
| 1.5 | Elect Director Jill S. Ruckelshaus | Management | For | For |
| 2 | Ratify Auditors | Management | For | For |
| 3 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 4 | Declassify the Board of Directors | Shareholder | Against | For |
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CUMMINS INC.
Meeting Date: MAY 14, 2013
Record Date: MAR 15, 2013
Meeting Type: ANNUAL | Ticker: CMI
Security ID: 231021106
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| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
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| 1 | Elect Director N. Thomas Linebarger | Management | For | For |
| 2 | Elect Director William I. Miller | Management | For | For |
| 3 | Elect Director Alexis M. Herman | Management | For | For |
| 4 | Elect Director Georgia R. Nelson | Management | For | For |
| 5 | Elect Director Carl Ware | Management | For | For |
| 6 | Elect Director Robert K. Herdman | Management | For | For |
| 7 | Elect Director Robert J. Bernhard | Management | For | For |
| 8 | Elect Director Franklin R. Chang Diaz | Management | For | For |
| 9 | Elect Director Stephen B. Dobbs | Management | For | For |
| 10 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 11 | Ratify Auditors | Management | For | For |
| 12 | Require Independent Board Chairman | Shareholder | Against | Against |
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DANAHER CORPORATION
Meeting Date: MAY 07, 2013
Record Date: MAR 08, 2013
Meeting Type: ANNUAL | Ticker: DHR
Security ID: 235851102
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| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
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| 1.1 | Elect Director Donald J. Ehrlich | Management | For | For |
| 1.2 | Elect Director Linda Hefner Filler | Management | For | For |
| 1.3 | Elect Director Teri List-Stoll | Management | For | For |
| 1.4 | Elect Director Walter G. Lohr, Jr. | Management | For | For |
| 1.5 | Elect Director Steven M. Rales | Management | For | For |
| 1.6 | Elect Director John T. Schwieters | Management | For | For |
| 1.7 | Elect Director Alan G. Spoon | Management | For | For |
| 2 | Ratify Auditors | Management | For | For |
| 3 | Amend Omnibus Stock Plan | Management | For | For |
| 4 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 5 | Stock Retention/Holding Period | Shareholder | Against | Against |
| 6 | Report on Political Contributions | Shareholder | Against | For |
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EBAY INC.
Meeting Date: APR 18, 2013
Record Date: MAR 13, 2013
Meeting Type: ANNUAL | Ticker: EBAY
Security ID: 278642103
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| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
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| 1a | Elect Director David M. Moffett | Management | For | For |
| 1b | Elect Director Richard T. Schlosberg, III | Management | For | For |
| 1c | Elect Director Thomas J. Tierney | Management | For | For |
| 2 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | Against |
| 3 | Report on Lobbying Payments and Policy | Shareholder | Against | For |
| 4 | Report on Privacy and Data Security | Shareholder | Against | Against |
| 5 | Ratify Auditors | Management | For | For |
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EMC CORPORATION
Meeting Date: MAY 01, 2013
Record Date: MAR 01, 2013
Meeting Type: ANNUAL | Ticker: EMC
Security ID: 268648102
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| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
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| 1a | Elect Director Michael W. Brown | Management | For | For |
| 1b | Elect Director Randolph L. Cowen | Management | For | For |
| 1c | Elect Director Gail Deegan | Management | For | For |
| 1d | Elect Director James S. DiStasio | Management | For | For |
| 1e | Elect Director John R. Egan | Management | For | For |
| 1f | Elect Director Edmund F. Kelly | Management | For | For |
| 1g | Elect Director Judith A. Miscik | Management | For | For |
| 1h | Elect Director Windle B. Priem | Management | For | For |
| 1i | Elect Director Paul Sagan | Management | For | For |
| 1j | Elect Director David N. Strohm | Management | For | For |
| 1k | Elect Director Joseph M. Tucci | Management | For | For |
| 2 | Ratify Auditors | Management | For | For |
| 3 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 4 | Amend Omnibus Stock Plan | Management | For | For |
| 5 | Amend Qualified Employee Stock Purchase Plan | Management | For | For |
| 6 | Provide Right to Act by Written Consent | Management | For | For |
| 7 | Require Consistency with Corporate Values and Report on Political Contributions | Shareholder | Against | Against |
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EXPRESS SCRIPTS HOLDING COMPANY
Meeting Date: MAY 09, 2013
Record Date: MAR 11, 2013
Meeting Type: ANNUAL | Ticker: ESRX
Security ID: 30219G108
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| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
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| 1a | Elect Director Gary G. Benanav | Management | For | For |
| 1b | Elect Director Maura C. Breen | Management | For | For |
| 1c | Elect Director William J. DeLaney | Management | For | For |
| 1d | Elect Director Nicholas J. LaHowchic | Management | For | For |
| 1e | Elect Director Thomas P. Mac Mahon | Management | For | For |
| 1f | Elect Director Frank Mergenthaler | Management | For | For |
| 1g | Elect Director Woodrow A. Myers, Jr. | Management | For | For |
| 1h | Elect Director John O. Parker, Jr. | Management | For | For |
| 1i | Elect Director George Paz | Management | For | For |
| 1j | Elect Director William L. Roper | Management | For | For |
| 1k | Elect Director Samuel K. Skinner | Management | For | For |
| 1l | Elect Director Seymour Sternberg | Management | For | For |
| 2 | Ratify Auditors | Management | For | For |
| 3 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
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GENERAL DYNAMICS CORPORATION
Meeting Date: MAY 01, 2013
Record Date: MAR 07, 2013
Meeting Type: ANNUAL | Ticker: GD
Security ID: 369550108
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| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
|---|
| 1.1 | Elect Director Mary T. Barra | Management | For | For |
| 1.2 | Elect Director Nicholas D. Chabraja | Management | For | For |
| 1.3 | Elect Director James S. Crown | Management | For | For |
| 1.4 | Elect Director William P. Fricks | Management | For | For |
| 1.5 | Elect Director Paul G. Kaminski | Management | For | For |
| 1.6 | Elect Director John M. Keane | Management | For | For |
| 1.7 | Elect Director Lester L. Lyles | Management | For | For |
| 1.8 | Elect Director Phebe N. Novakovic | Management | For | For |
| 1.9 | Elect Director William A. Osborn | Management | For | For |
| 1.10 | Elect Director Robert Walmsley | Management | For | For |
| 2 | Ratify Auditors | Management | For | For |
| 3 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | Against |
| 4 | Report on Lobbying Payments and Policy | Shareholder | Against | For |
| 5 | Review and Assess Human Rights Policy | Shareholder | Against | Against |
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GENERAL MOTORS COMPANY
Meeting Date: JUN 06, 2013
Record Date: APR 08, 2013
Meeting Type: ANNUAL | Ticker: GM
Security ID: 37045V100
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| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
|---|
| 1a | Elect Director Daniel F. Akerson | Management | For | For |
| 1b | Elect Director David Bonderman | Management | For | Against |
| 1c | Elect Director Erroll B. Davis, Jr. | Management | For | For |
| 1d | Elect Director Stephen J. Girsky | Management | For | For |
| 1e | Elect Director E. Neville Isdell | Management | For | For |
| 1f | Elect Director Robert D. Krebs | Management | For | For |
| 1g | Elect Director Kathryn V. Marinello | Management | For | For |
| 1h | Elect Director Michael G. Mullen | Management | For | For |
| 1i | Elect Director James J. Mulva | Management | For | For |
| 1j | Elect Director Patricia F. Russo | Management | For | For |
| 1k | Elect Director Thomas M. Schoewe | Management | For | For |
| 1l | Elect Director Theodore M. Solso | Management | For | For |
| 1m | Elect Director Carol M. Stephenson | Management | For | For |
| 1n | Elect Director Cynthia A. Telles | Management | For | For |
| 2 | Ratify Auditors | Management | For | For |
| 3 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 4 | Require Independent Board Chairman | Shareholder | Against | Against |
| 5 | Stock Retention/Holding Period | Shareholder | Against | Against |
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GOOGLE INC.
Meeting Date: JUN 06, 2013
Record Date: APR 08, 2013
Meeting Type: ANNUAL | Ticker: GOOG
Security ID: 38259P508
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| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
|---|
| 1.1 | Elect Director Larry Page | Management | For | For |
| 1.2 | Elect Director Sergey Brin | Management | For | For |
| 1.3 | Elect Director Eric E. Schmidt | Management | For | For |
| 1.4 | Elect Director L. John Doerr | Management | For | For |
| 1.5 | Elect Director Diane B. Greene | Management | For | For |
| 1.6 | Elect Director John L. Hennessy | Management | For | For |
| 1.7 | Elect Director Ann Mather | Management | For | For |
| 1.8 | Elect Director Paul S. Otellini | Management | For | For |
| 1.9 | Elect Director K. Ram Shriram | Management | For | For |
| 1.10 | Elect Director Shirley M. Tilghman | Management | For | For |
| 2 | Ratify Auditors | Management | For | For |
| 3 | Report on Reducing Lead Battery Health Hazards | Shareholder | Against | Against |
| 4 | Approve Recapitalization Plan for all Stock to Have One-vote per Share | Shareholder | Against | For |
| 5 | Stock Retention/Holding Period | Shareholder | Against | Against |
| 6 | Adopt Policy on Succession Planning | Shareholder | Against | For |
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HALLIBURTON COMPANY
Meeting Date: MAY 15, 2013
Record Date: MAR 18, 2013
Meeting Type: ANNUAL | Ticker: HAL
Security ID: 406216101
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| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
|---|
| 1.1 | Elect Director Alan M. Bennett | Management | For | For |
| 1.2 | Elect Director James R. Boyd | Management | For | For |
| 1.3 | Elect Director Milton Carroll | Management | For | For |
| 1.4 | Elect Director Nance K. Dicciani | Management | For | For |
| 1.5 | Elect Director Murry S. Gerber | Management | For | For |
| 1.6 | Elect Director Jose C. Grubisich | Management | For | For |
| 1.7 | Elect Director Abdallah S. Jum'ah | Management | For | For |
| 1.8 | Elect Director David J. Lesar | Management | For | For |
| 1.9 | Elect Director Robert A. Malone | Management | For | For |
| 1.10 | Elect Director J. Landis Martin | Management | For | For |
| 1.11 | Elect Director Debra L. Reed | Management | For | For |
| 2 | Ratify Auditors | Management | For | For |
| 3 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 4 | Amend Omnibus Stock Plan | Management | For | For |
| 5 | Report on Human Rights Risk Assessment Process | Shareholder | Against | For |
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HONEYWELL INTERNATIONAL INC.
Meeting Date: APR 22, 2013
Record Date: FEB 22, 2013
Meeting Type: ANNUAL | Ticker: HON
Security ID: 438516106
|
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
|---|
| 1A | Elect Director Gordon M. Bethune | Management | For | For |
| 1B | Elect Director Kevin Burke | Management | For | For |
| 1C | Elect Director Jaime Chico Pardo | Management | For | For |
| 1D | Elect Director David M. Cote | Management | For | For |
| 1E | Elect Director D. Scott Davis | Management | For | For |
| 1F | Elect Director Linnet F. Deily | Management | For | For |
| 1G | Elect Director Judd Gregg | Management | For | For |
| 1H | Elect Director Clive Hollick | Management | For | For |
| 1I | Elect Director Grace D. Lieblein | Management | For | For |
| 1J | Elect Director George Paz | Management | For | For |
| 1K | Elect Director Bradley T. Sheares | Management | For | For |
| 1L | Elect Director Robin L. Washington | Management | For | For |
| 2 | Ratify Auditors | Management | For | For |
| 3 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 4 | Require Independent Board Chairman | Shareholder | Against | For |
| 5 | Provide Right to Act by Written Consent | Shareholder | Against | For |
| 6 | Pro-rata Vesting of Equity Awards | Shareholder | Against | For |
| |
|---|
JOHNSON & JOHNSON
Meeting Date: APR 25, 2013
Record Date: FEB 26, 2013
Meeting Type: ANNUAL | Ticker: JNJ
Security ID: 478160104
|
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
|---|
| 1.1 | Elect Director Mary Sue Coleman | Management | For | For |
| 1.2 | Elect Director James G. Cullen | Management | For | For |
| 1.3 | Elect Director Ian E.L. Davis | Management | For | For |
| 1.4 | Elect Director Alex Gorsky | Management | For | For |
| 1.5 | Elect Director Michael M.E. Johns | Management | For | For |
| 1.6 | Elect Director Susan L. Lindquist | Management | For | For |
| 1.7 | Elect Director Anne M. Mulcahy | Management | For | For |
| 1.8 | Elect Director Leo F. Mullin | Management | For | For |
| 1.9 | Elect Director William D. Perez | Management | For | For |
| 1.10 | Elect Director Charles Prince | Management | For | For |
| 1.11 | Elect Director A. Eugene Washington | Management | For | For |
| 1.12 | Elect Director Ronald A. Williams | Management | For | For |
| 2 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 3 | Ratify Auditors | Management | For | For |
| 4 | Stock Retention/Holding Period | Shareholder | Against | Against |
| 5 | Screen Political Contributions for Consistency with Corporate Values | Shareholder | Against | Against |
| 6 | Require Independent Board Chairman | Shareholder | Against | Against |
| |
|---|
JPMORGAN CHASE & CO.
Meeting Date: MAY 21, 2013
Record Date: MAR 22, 2013
Meeting Type: ANNUAL | Ticker: JPM
Security ID: 46625H100
|
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
|---|
| 1a | Elect Director James A. Bell | Management | For | For |
| 1b | Elect Director Crandall C.Bowles | Management | For | For |
| 1c | Elect Director Stephen B. Burke | Management | For | For |
| 1d | Elect Director David M. Cote | Management | For | For |
| 1e | Elect Director James S. Crown | Management | For | Against |
| 1f | Elect Director James Dimon | Management | For | For |
| 1g | Elect Director Timothy P. Flynn | Management | For | For |
| 1h | Elect Director Ellen V. Futter | Management | For | Against |
| 1i | Elect Director Laban P. Jackson, Jr. | Management | For | For |
| 1j | Elect Director Lee R. Raymond | Management | For | For |
| 1k | Elect Director William C. Weldon | Management | For | For |
| 2 | Ratify Auditors | Management | For | For |
| 3 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 4 | Provide Right to Act by Written Consent | Management | For | For |
| 5 | Amend Executive Incentive Bonus Plan | Management | For | For |
| 6 | Require Independent Board Chairman | Shareholder | Against | Against |
| 7 | Stock Retention/Holding Period | Shareholder | Against | Against |
| 8 | Institute Procedures to Prevent Investments in Companies that Contribute to Genocide or Crimes Against Humanity | Shareholder | Against | Against |
| 9 | Report on Lobbying Payments and Policy | Shareholder | Against | Against |
| |
|---|
KRAFT FOODS GROUP, INC.
Meeting Date: MAY 22, 2013
Record Date: MAR 15, 2013
Meeting Type: ANNUAL | Ticker: KRFT
Security ID: 50076Q106
|
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
|---|
| 1a | Elect Director Abelardo E. Bru | Management | For | For |
| 1b | Elect Director Jeanne P. Jackson | Management | For | For |
| 1c | Elect Director E. Follin Smith | Management | For | For |
| 2 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 3 | Advisory Vote on Say on Pay Frequency | Management | One Year | One Year |
| 4 | Amend Omnibus Stock Plan | Management | For | For |
| 5 | Ratify Auditors | Management | For | For |
| 6 | Label Products with GMO Ingredients | Shareholder | Against | Against |
| |
|---|
MEAD JOHNSON NUTRITION COMPANY
Meeting Date: APR 30, 2013
Record Date: MAR 15, 2013
Meeting Type: ANNUAL | Ticker: MJN
Security ID: 582839106
|
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
|---|
| 1a | Elect Director Steven M. Altschuler | Management | For | For |
| 1b | Elect Director Howard B. Bernick | Management | For | For |
| 1c | Elect Director Kimberly A. Casiano | Management | For | For |
| 1d | Elect Director Anna C. Catalano | Management | For | For |
| 1e | Elect Director Celeste A. Clark | Management | For | For |
| 1f | Elect Director James M. Cornelius | Management | For | For |
| 1g | Elect Director Stephen W. Golsby | Management | For | For |
| 1h | Elect Director Peter Kasper Jakobsen | Management | For | For |
| 1i | Elect Director Peter G. Ratcliffe | Management | For | For |
| 1j | Elect Director Elliott Sigal | Management | For | For |
| 1k | Elect Director Robert S. Singer | Management | For | For |
| 2 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 3 | Ratify Auditors | Management | For | For |
| |
|---|
MEDTRONIC, INC.
Meeting Date: AUG 23, 2012
Record Date: JUN 25, 2012
Meeting Type: ANNUAL | Ticker: MDT
Security ID: 585055106
|
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
|---|
| 1.1 | Elect Director Richard H. Anderson | Management | For | For |
| 1.2 | Elect Director Victor J. Dzau | Management | For | For |
| 1.3 | Elect Director Omar Ishrak | Management | For | For |
| 1.4 | Elect Director Shirley Ann Jackson | Management | For | For |
| 1.5 | Elect Director Michael O. Leavitt | Management | For | For |
| 1.6 | Elect Director James T. Lenehan | Management | For | For |
| 1.7 | Elect Director Denise M. O'Leary | Management | For | For |
| 1.8 | Elect Director Kendall J. Powell | Management | For | For |
| 1.9 | Elect Director Robert C. Pozen | Management | For | For |
| 1.10 | Elect Director Jack W. Schuler | Management | For | For |
| 2 | Ratify Auditors | Management | For | For |
| 3 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 4 | Adopt Majority Voting for Uncontested Election of Directors | Management | For | For |
| 5 | Adopt Proxy Access Right | Shareholder | Against | Against |
| 6 | Reduce Supermajority Vote Requirement | Shareholder | Against | For |
| |
|---|
MERCK & CO., INC.
Meeting Date: MAY 28, 2013
Record Date: APR 01, 2013
Meeting Type: ANNUAL | Ticker: MRK
Security ID: 58933Y105
|
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
|---|
| 1a | Elect Director Leslie A. Brun | Management | For | For |
| 1b | Elect Director Thomas R. Cech | Management | For | For |
| 1c | Elect Director Kenneth C. Frazier | Management | For | For |
| 1d | Elect Director Thomas H. Glocer | Management | For | For |
| 1e | Elect Director William B. Harrison Jr. | Management | For | For |
| 1f | Elect Director C. Robert Kidder | Management | For | For |
| 1g | Elect Director Rochelle B. Lazarus | Management | For | For |
| 1h | Elect Director Carlos E. Represas | Management | For | For |
| 1i | Elect Director Patricia F. Russo | Management | For | For |
| 1j | Elect Director Craig B. Thompson | Management | For | For |
| 1k | Elect Director Wendell P. Weeks | Management | For | For |
| 1l | Elect Director Peter C. Wendell | Management | For | For |
| 2 | Ratify Auditors | Management | For | For |
| 3 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 4 | Provide Right to Act by Written Consent | Shareholder | Against | For |
| 5 | Amend Articles/Bylaws/Charter -- Call Special Meetings | Shareholder | Against | For |
| 6 | Report on Charitable and Political Contributions | Shareholder | Against | Against |
| 7 | Report on Lobbying Activities | Shareholder | Against | Against |
| |
|---|
METLIFE, INC.
Meeting Date: APR 23, 2013
Record Date: MAR 01, 2013
Meeting Type: ANNUAL | Ticker: MET
Security ID: 59156R108
|
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
|---|
| 1.1 | Elect Director R. Glenn Hubbard | Management | For | For |
| 1.2 | Elect Director Steven A. Kandarian | Management | For | For |
| 1.3 | Elect Director John M. Keane | Management | For | For |
| 1.4 | Elect Director Alfred F. Kelly, Jr. | Management | For | For |
| 1.5 | Elect Director James M. Kilts | Management | For | For |
| 1.6 | Elect Director Catherine R. Kinney | Management | For | For |
| 1.7 | Elect Director Hugh B. Price | Management | For | For |
| 1.8 | Elect Director Kenton J. Sicchitano | Management | For | For |
| 2 | Ratify Auditors | Management | For | For |
| 3 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| |
|---|
MICROSOFT CORPORATION
Meeting Date: NOV 28, 2012
Record Date: SEP 14, 2012
Meeting Type: ANNUAL | Ticker: MSFT
Security ID: 594918104
|
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
|---|
| 1 | Elect Director Steven A. Ballmer | Management | For | For |
| 2 | Elect Director Dina Dublon | Management | For | For |
| 3 | Elect Director William H. Gates, III | Management | For | For |
| 4 | Elect Director Maria M. Klawe | Management | For | For |
| 5 | Elect Director Stephen J. Luczo | Management | For | For |
| 6 | Elect Director David F. Marquardt | Management | For | For |
| 7 | Elect Director Charles H. Noski | Management | For | For |
| 8 | Elect Director Helmut Panke | Management | For | For |
| 9 | Elect Director John W. Thompson | Management | For | For |
| 10 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 11 | Approve Qualified Employee Stock Purchase Plan | Management | For | For |
| 12 | Ratify Auditors | Management | For | For |
| 13 | Provide for Cumulative Voting | Shareholder | Against | Against |
| |
|---|
MONSANTO COMPANY
Meeting Date: JAN 31, 2013
Record Date: DEC 03, 2012
Meeting Type: ANNUAL | Ticker: MON
Security ID: 61166W101
|
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
|---|
| 1a | Elect Director David L. Chicoine | Management | For | For |
| 1b | Elect Director Arthur H. Harper | Management | For | For |
| 1c | Elect Director Gwendolyn S. King | Management | For | For |
| 1d | Elect Director Jon R. Moeller | Management | For | For |
| 2 | Ratify Auditors | Management | For | For |
| 3 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 4 | Declassify the Board of Directors | Management | For | For |
| 5 | Report on Risk of Genetically Engineered Products | Shareholder | Against | Against |
| |
|---|
NETAPP, INC.
Meeting Date: AUG 31, 2012
Record Date: JUL 11, 2012
Meeting Type: ANNUAL | Ticker: NTAP
Security ID: 64110D104
|
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
|---|
| 1.1 | Elect Director Daniel J. Warmenhoven | Management | For | For |
| 1.2 | Elect Director Nicholas G. Moore | Management | For | For |
| 1.3 | Elect Director Thomas Georgens | Management | For | For |
| 1.4 | Elect Director Jeffry R. Allen | Management | For | For |
| 1.5 | Elect Director Alan L. Earhart | Management | For | For |
| 1.6 | Elect Director Gerald Held | Management | For | For |
| 1.7 | Elect Director T. Michael Nevens | Management | For | For |
| 1.8 | Elect Director George T. Shaheen | Management | For | For |
| 1.9 | Elect Director Robert T. Wall | Management | For | For |
| 1.10 | Elect Director Richard P. Wallace | Management | For | For |
| 2 | Amend Omnibus Stock Plan | Management | For | For |
| 3 | Amend Qualified Employee Stock Purchase Plan | Management | For | For |
| 4 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 5 | Ratify Auditors | Management | For | For |
| 6 | Reduce Supermajority Vote Requirement | Shareholder | None | For |
| |
|---|
NORFOLK SOUTHERN CORPORATION
Meeting Date: MAY 09, 2013
Record Date: MAR 01, 2013
Meeting Type: ANNUAL | Ticker: NSC
Security ID: 655844108
|
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
|---|
| 1.1 | Elect Director Thomas D. Bell, Jr | Management | For | For |
| 1.2 | Elect Director Erskine B. Bowles | Management | For | For |
| 1.3 | Elect Director Robert A. Bradway | Management | For | For |
| 1.4 | Elect Director Wesley G. Bush | Management | For | For |
| 1.5 | Elect Director Daniel A. Carp | Management | For | For |
| 1.6 | Elect Director Karen N. Horn | Management | For | For |
| 1.7 | Elect Director Burton M. Joyce | Management | For | For |
| 1.8 | Elect Director Steven F. Leer | Management | For | For |
| 1.9 | Elect Director Michael D. Lockhart | Management | For | For |
| 1.10 | Elect Director Charles W. Moorman | Management | For | For |
| 1.11 | Elect Director Martin H. Nesbitt | Management | For | For |
| 1.12 | Elect Director John R. Thompson | Management | For | For |
| 2 | Ratify Auditors | Management | For | For |
| 3 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 4 | Provide Right to Call Special Meeting | Management | For | For |
| |
|---|
OCCIDENTAL PETROLEUM CORPORATION
Meeting Date: MAY 03, 2013
Record Date: MAR 13, 2013
Meeting Type: ANNUAL | Ticker: OXY
Security ID: 674599105
|
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
|---|
| 1.1 | Elect Director Spencer Abraham | Management | For | For |
| 1.2 | Elect Director Howard I. Atkins | Management | For | For |
| 1.3 | Elect Director Stephen I. Chazen | Management | For | For |
| 1.4 | Elect Director Edward P. Djerejian | Management | For | For |
| 1.5 | Elect Director John E. Feick | Management | For | For |
| 1.6 | Elect Director Margaret M. Foran | Management | For | For |
| 1.7 | Elect Director Carlos M. Gutierrez | Management | For | For |
| 1.8 | Elect Director Ray R. Irani | Management | For | Against |
| 1.9 | Elect Director Avedick B. Poladian | Management | For | For |
| 1.10 | Elect Director Aziz D. Syriani | Management | For | Against |
| 2 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 3 | Ratify Auditors | Management | For | For |
| 4 | Provide Right to Act by Written Consent | Shareholder | Against | For |
| |
|---|
PETSMART, INC.
Meeting Date: JUN 14, 2013
Record Date: APR 17, 2013
Meeting Type: ANNUAL | Ticker: PETM
Security ID: 716768106
|
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
|---|
| 1a | Elect Director Angel Cabrera | Management | For | For |
| 1b | Elect Director Rita V. Foley | Management | For | For |
| 1c | Elect Director Rakesh Gangwal | Management | For | For |
| 1d | Elect Director Joseph S. Hardin, Jr. | Management | For | For |
| 1e | Elect Director Gregory P. Josefowicz | Management | For | For |
| 1f | Elect Director Richard K. Lochridge | Management | For | For |
| 1g | Elect Director Robert F. Moran | Management | For | For |
| 1h | Elect Director Barbara Munder | Management | For | For |
| 1i | Elect Director Thomas G. Stemberg | Management | For | For |
| 2 | Ratify Auditors | Management | For | For |
| 3 | Amend Executive Incentive Bonus Plan | Management | For | For |
| 4 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| |
|---|
PFIZER INC.
Meeting Date: APR 25, 2013
Record Date: FEB 27, 2013
Meeting Type: ANNUAL | Ticker: PFE
Security ID: 717081103
|
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
|---|
| 1.1 | Elect Director Dennis A. Ausiello | Management | For | For |
| 1.2 | Elect Director M. Anthony Burns | Management | For | For |
| 1.3 | Elect Director W. Don Cornwell | Management | For | For |
| 1.4 | Elect Director Frances D. Fergusson | Management | For | For |
| 1.5 | Elect Director William H. Gray, III | Management | For | For |
| 1.6 | Elect Director Helen H. Hobbs | Management | For | For |
| 1.7 | Elect Director Constance J. Horner | Management | For | For |
| 1.8 | Elect Director James M. Kilts | Management | For | For |
| 1.9 | Elect Director George A. Lorch | Management | For | For |
| 1.10 | Elect Director Suzanne Nora Johnson | Management | For | For |
| 1.11 | Elect Director Ian C. Read | Management | For | For |
| 1.12 | Elect Director Stephen W. Sanger | Management | For | For |
| 1.13 | Elect Director Marc Tessier-Lavigne | Management | For | For |
| 2 | Ratify Auditors | Management | For | For |
| 3 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 4 | Stock Retention/Holding Period | Shareholder | Against | Against |
| 5 | Provide Right to Act by Written Consent | Shareholder | Against | For |
| |
|---|
PRICELINE.COM INCORPORATED
Meeting Date: JUN 06, 2013
Record Date: APR 11, 2013
Meeting Type: ANNUAL | Ticker: PCLN
Security ID: 741503403
|
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
|---|
| 1.1 | Elect Director Tim Armstrong | Management | For | For |
| 1.2 | Elect Director Howard W. Barker, Jr. | Management | For | For |
| 1.3 | Elect Director Jeffery H. Boyd | Management | For | For |
| 1.4 | Elect Director Jan L. Docter | Management | For | For |
| 1.5 | Elect Director Jeffrey E. Epstein | Management | For | For |
| 1.6 | Elect Director James M. Guyette | Management | For | For |
| 1.7 | Elect Director Nancy B. Peretsman | Management | For | For |
| 1.8 | Elect Director Thomas E. Rothman | Management | For | For |
| 1.9 | Elect Director Craig W. Rydin | Management | For | For |
| 2 | Ratify Auditors | Management | For | For |
| 3 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 4 | Amend Omnibus Stock Plan | Management | For | For |
| 5 | Pro-rata Vesting of Equity Awards | Shareholder | Against | For |
| |
|---|
SCHLUMBERGER LIMITED
Meeting Date: APR 10, 2013
Record Date: FEB 20, 2013
Meeting Type: ANNUAL | Ticker: SLB
Security ID: 806857108
|
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
|---|
| 1a | Elect Director Peter L.S. Currie | Management | For | For |
| 1b | Elect Director Tony Isaac | Management | For | For |
| 1c | Elect Director K. Vaman Kamath | Management | For | For |
| 1d | Elect Director Paal Kibsgaard | Management | For | For |
| 1e | Elect Director Nikolay Kudryavtsev | Management | For | For |
| 1f | Elect Director Adrian Lajous | Management | For | For |
| 1g | Elect Director Michael E. Marks | Management | For | For |
| 1h | Elect Director Lubna S. Olayan | Management | For | For |
| 1i | Elect Director L. Rafael Reif | Management | For | For |
| 1j | Elect Director Tore I. Sandvold | Management | For | For |
| 1k | Elect Director Henri Seydoux | Management | For | For |
| 2 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 3 | Adopt and Approve Financials and Dividends | Management | For | For |
| 4 | Ratify PricewaterhouseCoopers LLP as Auditors | Management | For | For |
| 5 | Approve Omnibus Stock Plan | Management | For | For |
| 6 | Amend Employee Stock Purchase Plan | Management | For | For |
| |
|---|
STARBUCKS CORPORATION
Meeting Date: MAR 20, 2013
Record Date: JAN 10, 2013
Meeting Type: ANNUAL | Ticker: SBUX
Security ID: 855244109
|
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
|---|
| 1a | Elect Director Howard Schultz | Management | For | For |
| 1b | Elect Director William W. Bradley | Management | For | For |
| 1c | Elect Director Robert M. Gates | Management | For | For |
| 1d | Elect Director Mellody Hobson | Management | For | For |
| 1e | Elect Director Kevin R. Johnson | Management | For | For |
| 1f | Elect Director Olden Lee | Management | For | For |
| 1g | Elect Director Joshua Cooper Ramo | Management | For | For |
| 1h | Elect Director James G. Shennan, Jr. | Management | For | For |
| 1i | Elect Director Clara Shih | Management | For | For |
| 1j | Elect Director Javier G. Teruel | Management | For | For |
| 1k | Elect Director Myron E. Ullman, III | Management | For | For |
| 1l | Elect Director Craig E. Weatherup | Management | For | For |
| 2 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | Against |
| 3 | Amend Omnibus Stock Plan | Management | For | For |
| 4 | Ratify Auditors | Management | For | For |
| 5 | Prohibit Political Spending | Shareholder | Against | Against |
| |
|---|
TE CONNECTIVITY LTD.
Meeting Date: MAR 06, 2013
Record Date: FEB 14, 2013
Meeting Type: ANNUAL | Ticker: TEL
Security ID: H84989104
|
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
|---|
| 1.1 | Elect Director Pierre R. Brondeau | Management | For | For |
| 1.2 | Elect Director Juergen W. Gromer | Management | For | For |
| 1.3 | Elect Director William A. Jeffrey | Management | For | For |
| 1.4 | Elect Director Thomas J. Lynch | Management | For | For |
| 1.5 | Elect Director Yong Nam | Management | For | For |
| 1.6 | Elect Director Daniel J. Phelan | Management | For | For |
| 1.7 | Elect Director Frederic M. Poses | Management | For | For |
| 1.8 | Elect Director Lawrence S. Smith | Management | For | For |
| 1.9 | Elect Director Paula A. Sneed | Management | For | For |
| 1.10 | Elect Director David P. Steiner | Management | For | For |
| 1.11 | Elect Director John C. Van Scoter | Management | For | For |
| 2.1 | Accept Annual Report for Fiscal 2011/2012 | Management | For | For |
| 2.2 | Accept Statutory Financial Statements for Fiscal 2012/2013 | Management | For | For |
| 2.3 | Accept Consolidated Financial Statements for Fiscal 2012/2013 | Management | For | For |
| 3 | Approve Discharge of Board and Senior Management | Management | For | For |
| 4.1 | Ratify Deloitte & Touche LLP as Independent Registered Public Accounting Firm for Fiscal 2012/2013 | Management | For | For |
| 4.2 | Ratify Deloitte AG as Swiss Registered Auditors for Fiscal 2012/2013 | Management | For | For |
| 4.3 | Ratify PricewaterhouseCoopers AG as Special Auditor for Fiscal 2012/2013 | Management | For | For |
| 5 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 6 | Approve Ordinary Cash Dividend | Management | For | For |
| 7 | Renew Authorized Capital | Management | For | For |
| 8 | Approve Reduction in Share Capital | Management | For | For |
| 9 | Adjourn Meeting | Management | For | For |
| |
|---|
THE BOEING COMPANY
Meeting Date: APR 29, 2013
Record Date: MAR 01, 2013
Meeting Type: ANNUAL | Ticker: BA
Security ID: 097023105
|
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
|---|
| 1a | Elect Director David L. Calhoun | Management | For | For |
| 1b | Elect Director Arthur D. Collins, Jr. | Management | For | For |
| 1c | Elect Director Linda Z. Cook | Management | For | For |
| 1d | Elect Director Kenneth M. Duberstein | Management | For | For |
| 1e | Elect Director Edmund P. Giambastiani, Jr. | Management | For | For |
| 1f | Elect Director Lawrence W. Kellner | Management | For | For |
| 1g | Elect Director Edward M. Liddy | Management | For | For |
| 1h | Elect Director W. James McNerney, Jr. | Management | For | For |
| 1i | Elect Director Susan C. Schwab | Management | For | For |
| 1j | Elect Director Ronald A. Williams | Management | For | For |
| 1k | Elect Director Mike S. Zafirovski | Management | For | For |
| 2 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 3 | Ratify Auditors | Management | For | For |
| 4 | Submit SERP to Shareholder Vote | Shareholder | Against | For |
| 5 | Provide Right to Act by Written Consent | Shareholder | Against | For |
| 6 | Stock Retention/Holding Period | Shareholder | Against | Against |
| 7 | Require Independent Board Chairman | Shareholder | Against | For |
| |
|---|
THE DOW CHEMICAL COMPANY
Meeting Date: MAY 09, 2013
Record Date: MAR 18, 2013
Meeting Type: ANNUAL | Ticker: DOW
Security ID: 260543103
|
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
|---|
| 1a | Elect Director Arnold A. Allemang | Management | For | For |
| 1b | Elect Director Ajay Banga | Management | For | For |
| 1c | Elect Director Jacqueline K. Barton | Management | For | For |
| 1d | Elect Director James A. Bell | Management | For | For |
| 1e | Elect Director Jeff M. Fettig | Management | For | For |
| 1f | Elect Director Andrew N. Liveris | Management | For | For |
| 1g | Elect Director Paul Polman | Management | For | For |
| 1h | Elect Director Dennis H. Reilley | Management | For | For |
| 1i | Elect Director James M. Ringler | Management | For | For |
| 1j | Elect Director Ruth G. Shaw | Management | For | For |
| 2 | Ratify Auditors | Management | For | For |
| 3 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 4 | Stock Retention | Shareholder | Against | Against |
| |
|---|
THE PNC FINANCIAL SERVICES GROUP, INC.
Meeting Date: APR 23, 2013
Record Date: JAN 31, 2013
Meeting Type: ANNUAL | Ticker: PNC
Security ID: 693475105
|
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
|---|
| 1.1 | Elect Director Richard O. Berndt | Management | For | For |
| 1.2 | Elect Director Charles E. Bunch | Management | For | For |
| 1.3 | Elect Director Paul W. Chellgren | Management | For | For |
| 1.4 | Elect Director William S. Demchak | Management | For | For |
| 1.5 | Elect Director Kay Coles James | Management | For | For |
| 1.6 | Elect Director Richard B. Kelson | Management | For | For |
| 1.7 | Elect Director Bruce C. Lindsay | Management | For | For |
| 1.8 | Elect Director Anthony A. Massaro | Management | For | For |
| 1.9 | Elect Director Jane G. Pepper | Management | For | For |
| 1.10 | Elect Director James E. Rohr | Management | For | For |
| 1.11 | Elect Director Donald J. Shepard | Management | For | For |
| 1.12 | Elect Director Lorene K. Steffes | Management | For | For |
| 1.13 | Elect Director Dennis F. Strigl | Management | For | For |
| 1.14 | Elect Director Thomas J. Usher | Management | For | For |
| 1.15 | Elect Director George H. Walls, Jr. | Management | For | For |
| 1.16 | Elect Director Helge H. Wehmeier | Management | For | For |
| 2 | Ratify Auditors | Management | For | For |
| 3 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 4 | Report on Climate Change Financing Risk | Shareholder | Against | Against |
| |
|---|
THE PROCTER & GAMBLE COMPANY
Meeting Date: OCT 09, 2012
Record Date: AUG 10, 2012
Meeting Type: ANNUAL | Ticker: PG
Security ID: 742718109
|
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
|---|
| 1.1 | Elect Director Angela F. Braly | Management | For | For |
| 1.2 | Elect Director Kenneth I. Chenault | Management | For | For |
| 1.3 | Elect Director Scott D. Cook | Management | For | For |
| 1.4 | Elect Director Susan Desmond-Hellmann | Management | For | For |
| 1.5 | Elect Director Robert A. McDonald | Management | For | For |
| 1.6 | Elect Director W. James McNerney, Jr. | Management | For | For |
| 1.7 | Elect Director Johnathan A. Rodgers | Management | For | For |
| 1.8 | Elect Director Margaret C. Whitman | Management | For | For |
| 1.9 | Elect Director Mary Agnes Wilderotter | Management | For | For |
| 1.10 | Elect Director Patricia A. Woertz | Management | For | For |
| 1.11 | Elect Director Ernesto Zedillo | Management | For | For |
| 2 | Ratify Auditors | Management | For | For |
| 3 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 4 | Adopt Proxy Statement Reporting on Political Contributions and Advisory Vote | Shareholder | Against | Against |
| 5 | Report on Adopting Extended Producer Responsibility Policy | Shareholder | Against | Against |
| 6 | Reduce Supermajority Vote Requirement | Shareholder | Against | For |
| |
|---|
THE WALT DISNEY COMPANY
Meeting Date: MAR 06, 2013
Record Date: JAN 07, 2013
Meeting Type: ANNUAL | Ticker: DIS
Security ID: 254687106
|
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
|---|
| 1.a | Elect Director Susan E. Arnold | Management | For | For |
| 1.b | Elect Director John S. Chen | Management | For | For |
| 1.c | Elect Director Judith L. Estrin | Management | For | For |
| 1.d | Elect Director Robert A. Iger | Management | For | For |
| 1.e | Elect Director Fred H. Langhammer | Management | For | For |
| 1.f | Elect Director Aylwin B. Lewis | Management | For | For |
| 1.g | Elect Director Monica C. Lozano | Management | For | For |
| 1.h | Elect Director Robert W. Matschullat | Management | For | For |
| 1.i | Elect Director Sheryl K. Sandberg | Management | For | For |
| 1.j | Elect Director Orin C. Smith | Management | For | For |
| 2 | Ratify Auditors | Management | For | For |
| 3 | Amend Executive Incentive Bonus Plan | Management | For | For |
| 4 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | Against |
| 5 | Adopt Proxy Access Right | Shareholder | Against | For |
| 6 | Require Independent Board Chairman | Shareholder | Against | For |
| |
|---|
UNITED PARCEL SERVICE, INC.
Meeting Date: MAY 02, 2013
Record Date: MAR 15, 2013
Meeting Type: ANNUAL | Ticker: UPS
Security ID: 911312106
|
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
|---|
| 1a | Elect Director F. Duane Ackerman | Management | For | For |
| 1b | Elect Director Michael J. Burns | Management | For | For |
| 1c | Elect Director D. Scott Davis | Management | For | For |
| 1d | Elect Director Stuart E. Eizenstat | Management | For | For |
| 1e | Elect Director Michael L. Eskew | Management | For | For |
| 1f | Elect Director William R. Johnson | Management | For | For |
| 1g | Elect Director Candace Kendle | Management | For | For |
| 1h | Elect Director Ann M. Livermore | Management | For | For |
| 1i | Elect Director Rudy H. P. Markham | Management | For | For |
| 1j | Elect Director Clark T. Randt, Jr. | Management | For | For |
| 1k | Elect Director Carol B. Tome | Management | For | For |
| 1l | Elect Director Kevin M. Warsh | Management | For | For |
| 2 | Ratify Auditors | Management | For | For |
| 3 | Report on Lobbying Payments and Policy | Shareholder | Against | Against |
| 4 | Approve Recapitalization Plan for all Stock to Have One-vote per Share | Shareholder | Against | For |
| |
|---|
VISA INC.
Meeting Date: JAN 30, 2013
Record Date: DEC 04, 2012
Meeting Type: ANNUAL | Ticker: V
Security ID: 92826C839
|
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
|---|
| 1a | Elect Director Gary P. Coughlan | Management | For | For |
| 1b | Elect Director Mary B. Cranston | Management | For | For |
| 1c | Elect Director Francisco Javier Fernandez-Carbajal | Management | For | For |
| 1d | Elect Director Robert W. Matschullat | Management | For | For |
| 1e | Elect Director Cathy E. Minehan | Management | For | For |
| 1f | Elect Director Suzanne Nora Johnson | Management | For | For |
| 1g | Elect Director David J. Pang | Management | For | For |
| 1h | Elect Director Joseph W. Saunders | Management | For | For |
| 1i | Elect Director Charles W. Scharf | Management | For | For |
| 1j | Elect Director William S. Shanahan | Management | For | For |
| 1k | Elect Director John A. Swainson | Management | For | For |
| 2 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 3 | Ratify Auditors | Management | For | For |
| 4 | Report on Lobbying Payments and Policy | Shareholder | Against | For |
| |
|---|
VMWARE, INC.
Meeting Date: MAY 29, 2013
Record Date: APR 04, 2013
Meeting Type: ANNUAL | Ticker: VMW
Security ID: 928563402
|
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
|---|
| 2 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 3 | Ratify Auditors | Management | For | For |
| 4 | Amend Omnibus Stock Plan | Management | For | For |
| 5 | Amend Qualified Employee Stock Purchase Plan | Management | For | For |
| |
|---|
VODAFONE GROUP PLC
Meeting Date: JUL 24, 2012
Record Date: JUN 01, 2012
Meeting Type: ANNUAL | Ticker: VOD
Security ID: 92857W209
|
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
|---|
| 1 | Accept Financial Statements and Statutory Reports | Management | For | For |
| 2 | Re-elect Gerard Kleisterlee as Director | Management | For | For |
| 3 | Re-elect Vittorio Colao as Director | Management | For | For |
| 4 | Re-elect Andy Halford as Director | Management | For | For |
| 5 | Re-elect Stephen Pusey as Director | Management | For | For |
| 6 | Re-elect Renee James as Director | Management | For | For |
| 7 | Re-elect Alan Jebson as Director | Management | For | For |
| 8 | Re-elect Samuel Jonah as Director | Management | For | For |
| 9 | Re-elect Nick Land as Director | Management | For | For |
| 10 | Re-elect Anne Lauvergeon as Director | Management | For | For |
| 11 | Re-elect Luc Vandevelde as Director | Management | For | For |
| 12 | Re-elect Anthony Watson as Director | Management | For | For |
| 13 | Re-elect Philip Yea as Director | Management | For | For |
| 14 | Approve Final Dividend | Management | For | For |
| 15 | Approve Remuneration Report | Management | For | For |
| 16 | Reappoint Deloitte LLP as Auditors | Management | For | For |
| 17 | Authorise the Audit and Risk Committee to Fix Remuneration of Auditors | Management | For | For |
| 18 | Authorise Issue of Equity with Pre-emptive Rights | Management | For | For |
| 19 | Authorise Issue of Equity without Pre-emptive Rights | Management | For | For |
| 20 | Authorise Market Purchase of Ordinary Shares | Management | For | For |
| 21 | Authorise EU Political Donations and Expenditure | Management | For | For |
| 22 | Authorise the Company to Call EGM with Two Weeks' Notice | Management | For | For |
| |
|---|
W.W. GRAINGER, INC.
Meeting Date: APR 24, 2013
Record Date: MAR 04, 2013
Meeting Type: ANNUAL | Ticker: GWW
Security ID: 384802104
|
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
|---|
| 1.1 | Elect Director Brian P. Anderson | Management | For | For |
| 1.2 | Elect Director V. Ann Hailey | Management | For | For |
| 1.3 | Elect Director William K. Hall | Management | For | For |
| 1.4 | Elect Director Stuart L. Levenick | Management | For | For |
| 1.5 | Elect Director John W. McCarter, Jr. | Management | For | For |
| 1.6 | Elect Director Neil S. Novich | Management | For | For |
| 1.7 | Elect Director Michael J. Roberts | Management | For | For |
| 1.8 | Elect Director Gary L. Rogers | Management | For | For |
| 1.9 | Elect Director James T. Ryan | Management | For | For |
| 1.10 | Elect Director E. Scott Santi | Management | For | For |
| 1.11 | Elect Director James D. Slavik | Management | For | For |
| 2 | Ratify Auditors | Management | For | For |
| 3 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| |
|---|
WELLS FARGO & COMPANY
Meeting Date: APR 23, 2013
Record Date: FEB 26, 2013
Meeting Type: ANNUAL | Ticker: WFC
Security ID: 949746101
|
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
|---|
| 1a | Elect Director John D. Baker, II | Management | For | For |
| 1b | Elect Director Elaine L. Chao | Management | For | For |
| 1c | Elect Director John S. Chen | Management | For | For |
| 1d | Elect Director Lloyd H. Dean | Management | For | For |
| 1e | Elect Director Susan E. Engel | Management | For | For |
| 1f | Elect Director Enrique Hernandez, Jr. | Management | For | For |
| 1g | Elect Director Donald M. James | Management | For | For |
| 1h | Elect Director Cynthia H. Milligan | Management | For | For |
| 1i | Elect Director Federico F. Pena | Management | For | For |
| 1j | Elect Director Howard V. Richardson | Management | For | For |
| 1k | Elect Director Judith M. Runstad | Management | For | For |
| 1l | Elect Director Stephen W. Sanger | Management | For | For |
| 1m | Elect Director John G. Stumpf | Management | For | For |
| 1n | Elect Director Susan G. Swenson | Management | For | For |
| 2 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 3 | Amend Omnibus Stock Plan | Management | For | For |
| 4 | Ratify Auditors | Management | For | For |
| 5 | Require Independent Board Chairman | Shareholder | Against | Against |
| 6 | Report on Lobbying Payments and Policy | Shareholder | Against | Against |
| 7 | Review Fair Housing and Fair Lending Compliance | Shareholder | Against | For |
END NPX REPORT
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, THERE UNTO DULY AUTHORIZED.
Registrant: Victory Variable Insurance Funds
BY: /s/Michael Policarpo
President
DATE: 08/15/2013
