UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number: 811-09815
THE ARBITRAGE FUNDS
(exact name of registrant as specified in charter)
41 Madison Avenue, 42nd Floor, New York, NY 10010
(Address of principal executive offices) (Zip code)
John S. Orrico
Water Island Capital, LLC
41 Madison Avenue
42nd Floor
New York, NY 10010
(Name and address of agent for service)
Registrant’s Telephone Number, including Area Code: 212-259-2655
Date of fiscal year end: May 31
Date of reporting period: July 1, 2012 - June 30, 2013
Item 1 – Proxy Voting Record.
THE ARBITRAGE FUND
Investment Company Report
CATALYST HEALTH SOLUTIONS, INC.
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Security | 14888B103 | Meeting Type | Special | |||||
Ticker Symbol | CHSI | Meeting Date | 02-Jul-2012 | |||||
ISIN | US14888B1035 | Agenda | 933655524 - Management |
Item | Proposal | Type | Vote | For/Against Management
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1. | TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF APRIL 17, 2012, BY AND AMONG SXC HEALTH SOLUTIONS CORP., SXC HEALTH SOLUTIONS, INC., CATAMARAN I CORP., CATAMARAN II LLC AND CATALYST HEALTH SOLUTIONS, INC. | Management | For | For | ||||||||
2. | TO APPROVE, BY NON-BINDING ADVISORY VOTE, CERTAIN COMPENSATION ARRANGEMENTS FOR CATALYST’S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER CONTEMPLATED BY THE MERGER AGREEMENT. | Management | For | For | ||||||||
3. | TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING BY CATALYST’S STOCKHOLDERS IF NECESSARY TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES IN FAVOR OF THE PROPOSAL TO ADOPT THE MERGER AGREEMENT. | Management | For | For |
EASYLINK SERVICES INTERNATIONAL CORP.
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Security | 277858106 | Meeting Type | Special | |||||
Ticker Symbol | ESIC | Meeting Date | 02-Jul-2012 | |||||
ISIN | US2778581064 | Agenda | 933656792 - Management |
Item | Proposal | Type | Vote | For/Against
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1. | TO ADOPT THE AGREEMENT AND PLAN OF MERGER DATED AS OF MAY 1, 2012, AS IT MAY BE AMENDED FROM TIME TO TIME, BY AND AMONG EASYLINK SERVICES INTERNATIONAL CORPORATION, OPEN TEXT CORPORATION AND EPIC ACQUISITION SUB INC. | Management | For | For | ||||||||
2. | TO APPROVE, ON A NONBINDING ADVISORY BASIS, THE GOLDEN PARACHUTE COMPENSATION THAT WILL BE PAYABLE TO THE NAMED EXECUTIVE OFFICERS OF EASYLINK SERVICES INTERNATIONAL CORPORATION IN CONNECTION WITH THE CONSUMMATION OF THE MERGER PURSUANT TO THE AGREEMENT AND PLAN OF MERGER. | Management | For | For | ||||||||
3. | TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE THE PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF MERGER. | Management | For | For |
STANDARD MICROSYSTEMS CORPORATION
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Security | 853626109 | Meeting Type | Special | |||||
Ticker Symbol | SMSC | Meeting Date | 10-Jul-2012 | |||||
ISIN | US8536261097 | Agenda | 933654091 - Management |
Item | Proposal | Type | Vote | For/Against
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1 | TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF MAY 1, 2012, BY AND AMONG MICROCHIP TECHNOLOGY INCORPORATED, A DELAWARE CORPORATION, MICROCHIP TECHNOLOGY MANAGEMENT CO., A DELAWARE CORPORATION AND A WHOLLY OWNED SUBSIDIARY OF MICROCHIP TECHNOLOGY INCORPORATED, AND STANDARD MICROSYSTEMS CORPORATION, AS IT MAY BE AMENDED FROM TIME TO TIME. | Management | For | For | ||||||||
2 | TO APPROVE ANY MOTION TO ADJOURN THE SPECIAL MEETING TO A LATER DATE OR TIME, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IN THE EVENT THERE ARE INSUFFICIENT VOTES AT THE TIME OF SUCH ADJOURNMENT TO ADOPT THE MERGER AGREEMENT. | Management | For | For | ||||||||
3 | TO APPROVE, ON AN ADVISORY (NON- BINDING) BASIS, THE COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO STANDARD MICROSYSTEMS CORPORATION’S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER, INCLUDING THE AGREEMENTS AND UNDERSTANDINGS PURSUANT TO WHICH SUCH COMPENSATION MAY BE PAID OR BECOME PAYABLE. | Management | For | For |
LOGICA, LONDON
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Security | G55552106 | Meeting Type | Ordinary General Meeting | |||||
Ticker Symbol | Meeting Date | 16-Jul-2012 | ||||||
ISIN | GB0005227086 | Agenda | 703943262 - Management |
Item | Proposal | Type | Vote | For/Against
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1 | For the purposes of giving effect to the proposed Scheme of Arrangement (the Scheme) referred to in the Notice convening the General Meeting in its original form or with or subject to any modification, addition or condition approved or imposed by the Court: (a) the directors of Logica plc be authorised to take all such action as they may consider necessary or appropriate for carrying the Scheme into effect; (b) the share capital of Logica plc be reduced by cancelling and extinguishing all of the Scheme Shares (as defined in the Scheme); (c) subject to, and forthwith upon, the reduction of capital referred to in (b) above taking effect, the application of the reserve arising following the reduction in share capital be applied in paying up new ordinary shares to be allotted and issued, credited as fully paid, to CGI Europe (as defined in the Scheme) and/or its nominee(s) in accordance with the Scheme; (d) subject to, and forthwith upon, the reduction of capital referred to in (b) above taking effect, authority be given to the directors under section 551 of the Companies Act 2006 to allot and issue ordinary shares for the purposes of implementing the Scheme; and (e) the inclusion and adoption of a new article 141 in the Articles of Association of Logica plc be approved | Management | For | For | ||||||||
CMMT | PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE IN TEXT OF RESOLUTION. IF YO-U HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS-YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. | Non-Voting |
LOGICA, LONDON
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Security | G55552106 | Meeting Type | Court Meeting | |||||
Ticker Symbol | Meeting Date | 16-Jul-2012 | ||||||
ISIN | GB0005227086 | Agenda | 703943274 - Management |
Item | Proposal | Type | Vote | For/Against
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CMMT | PLEASE NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION FOR THIS MEETING TYPE.-PLEASE CHOOSE BETWEEN “FOR” AND “AGAINST” ONLY. SHOULD YOU CHOOSE TO VOTE-ABSTAIN FOR THIS MEETING THEN YOUR VOTE WILL BE DISREGARDED BY THE ISSUER OR-ISSUERS AGENT. | Non-Voting | ||||||||||
1 | To approve the proposed Scheme of Arrangement | Management | For | For |
GRUPO MODELO SAB DE CV
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Security | P4833F104 | Meeting Type | ExtraOrdinary General Meeting | |||||
Ticker Symbol | Meeting Date | 20-Jul-2012 | ||||||
ISIN | MXP4833F1044 | Agenda | 703965852 - Management |
Item | Proposal | Type | Vote | For/Against
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I | Discussion and, if deemed appropriate, approval of an increase in the minimum fixed part of the share capital, which would be carried out through the conversion of all of the Series C, Class II shares that fully correspond to the variable part of the share capital, into an equal number of shares of the same series C, Class I, with identical characteristics, which would thereafter correspond to the minimum fixed part of the share capital. as a consequence, the minimum fixed part of the share capital would increase by MXN 955,080,503.00, while the variable part would decrease in an identical amount, for which reason the total share capital of the company would not be changed. resolutions in this regard, including the appropriate amendment to article 6 and article 7 of the corporate bylaws. resolutions in this regard | Management | For | For | ||||||||
II | Discussion and, if deemed appropriate, approval of an amendment to articles 29 and 41 of the corporate bylaws. resolutions in this regard | Management | For | For | ||||||||
III | Discussion and, if deemed appropriate, approval of a proposal for the merger of the company, under which Grupo Modelo, S.A.B. De C.V, as the company conducting the merger, would merge with the companies called Diblo, S.A. De C.V. and Direccion De Fabricas, S.A. De C.V., which would be extinguished as the companies being merged. approval of the general balance sheet of the company to May 31, 2012, on the basis of which the merger would be carried out. resolutions in this regard | Management | For | For | ||||||||
IV | Discussion and, if deemed appropriate, approval of a complete amendment of the corporate bylaws of the company, including the ratification or designation of the members of the board of directors as a consequence of the resolutions that may be passed. resolutions in this regard | Management | For | For | ||||||||
V | Designation of delegates who will formalize and carry out the resolutions that the general meeting passes. resolutions in this regard | Management | For | For | ||||||||
CMMT | PLEASE NOTE THAT THIS MEETING HAS NO VOTING RIGHTS. THANK YOU. | Non-Voting | ||||||||||
CMMT | PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF ADDITIONAL COMMENT. IF Y-OU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLES-S YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. | Non-Voting |
MEDTOX SCIENTIFIC, INC.
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Security | 584977201 | Meeting Type | Special | |||||
Ticker Symbol | MTOX | Meeting Date | 31-Jul-2012 | |||||
ISIN | US5849772018 | Agenda | 933666147 - Management |
Item | Proposal | Type | Vote | For/Against
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1. | TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF JUNE 3, 2012, AS IT MAY BE AMENDED FROM TIME TO TIME, BY AND AMONG MEDTOX SCIENTIFIC, INC., LABORATORY CORPORATION OF AMERICA HOLDINGS AND MERCER ACQUISITION CORP. (THE “AGREEMENT AND PLAN OF MERGER”). | Management | For | For | ||||||||
2. | TO APPROVE AN ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE THE PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF MERGER. | Management | For | For | ||||||||
3. | TO APPROVE, ON A NONBINDING ADVISORY BASIS, “GOLDEN PARACHUTE” COMPENSATION (AS DEFINED IN THE REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION) PAYABLE TO CERTAIN OF THE COMPANY’S EXECUTIVE OFFICERS IN CONNECTION WITH THE CONSUMMATION OF THE MERGER. | Management | For | For |
GEN-PROBE INCORPORATED
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Security | 36866T103 | Meeting Type | Special | |||||
Ticker Symbol | GPRO | Meeting Date | 31-Jul-2012 | |||||
ISIN | US36866T1034 | Agenda | 933667000 - Management |
Item | Proposal | Type | Vote | For/Against Management
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1. | PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF MERGER BY AND AMONG GEN-PROBE INCORPORATED, HOLOGIC, INC. AND GOLD ACQUISITION CORP., AS IT MAY BE AMENDED FROM TIME TO TIME (THE “AGREEMENT AND PLAN OF MERGER”). | Management | For | For | ||||||||
2. | PROPOSAL TO ADJOURN THE SPECIAL MEETING TO A LATER DATE TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES TO APPROVE PROPOSAL 1 AT THE TIME OF THE SPECIAL MEETING. | Management | For | For | ||||||||
3. | PROPOSAL TO APPROVE, ON A NON- BINDING ADVISORY BASIS, CERTAIN COMPENSATION ARRANGEMENTS FOR GEN-PROBE INCORPORATED’S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE AGREEMENT AND PLAN OF MERGER. | Management | For | For |
LECROY CORPORATION
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Security | 52324W109 | Meeting Type | Special | |||||
Ticker Symbol | LCRY | Meeting Date | 02-Aug-2012 | |||||
ISIN | US52324W1099 | Agenda | 933668189 - Management |
Item | Proposal | Type | Vote | For/Against
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1. | TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF MAY 28, 2012, BY AND AMONG LECROY CORPORATION, A DELAWARE CORPORATION, TELEDYNE | Management | For | For |
TECHNOLOGIES INCORPORATED, A DELAWARE CORPORATION (“TELEDYNE”), AND LUNA MERGER SUB, INC., A DELAWARE CORPORATION AND A WHOLLY OWNED SUBSIDIARY OF TELEDYNE. | ||||||||||||
2. | TO APPROVE, ON A NON-BINDING ADVISORY BASIS, THE COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO LECROY CORPORATION’S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER, INCLUDING THE AGREEMENTS AND UNDERSTANDINGS PURSUANT TO WHICH SUCH COMPENSATION MAY BE PAID OR BECOME PAYABLE. | Management | For | For | ||||||||
3. | TO ADJOURN THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE THE PROPOSAL TO ADOPT THE MERGER AGREEMENT. | Management | For | For |
TNT EXPRESS NV, AMSTERDAM
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Security | N8726Y106 | Meeting Type | ExtraOrdinary General Meeting | |||||
Ticker Symbol | Meeting Date | 06-Aug-2012 | ||||||
ISIN | NL0009739424 | Agenda | 703944997 - Management |
Item | Proposal | Type | Vote | For/Against
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CMMT | PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 102681 DUE TO CHANGE IN RE-CORD DATE FROM 08 JUN TO 09 JUL 2012. ALL VOTES RECEIVED ON THE PREVIOUS MEETI-NG WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE.- THANK YOU. | Non-Voting | ||||||||||
1 | Opening and announcements | Non-Voting | ||||||||||
2 | Explanation of the public offer by UPS BidCo B.V. (the Offeror), an indirectly-wholly-owned subsidiary of United Parcel Service, Inc. (UPS) on all issued an-d outstanding ordinary shares and all issued and outstanding American deposita-ry shares in the capital of TNT Express N.V. (the Offer) | Non-Voting | ||||||||||
3.a | Composition of the Supervisory Board: Conditional appointment of Mr D.J. Brutto as member of the Supervisory Board as per the Settlement Date | Management | For | For | ||||||||
3.b | Composition of the Supervisory Board: Conditional appointment of Mr J. Barber as member of the Supervisory Board as per the Settlement Date | Management | For | For | ||||||||
3.c | Composition of the Supervisory Board: Conditional appointment of Mr J. Firestone as member of the Supervisory Board as per the Settlement Date | Management | For | For | ||||||||
3.d | Composition of the Supervisory Board: Full and final release and discharge from liability of Mr A. Burgmans, Mr L.W. Gunning, Ms M.E. Harris and Mr R. King in connection with their conditional resignation as members of the Supervisory Board as per the Settlement Date | Management | For | For | ||||||||
4 | Any other business | Non-Voting | ||||||||||
5 | Closing | Non-Voting |
PROGRESS ENERGY, INC.
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Security | 743263105 | Meeting Type | Annual | |||||
Ticker Symbol | Meeting Date | 06-Aug-2012 | ||||||
ISIN | US7432631056 | Agenda | 933663987 - Management |
Item | Proposal | Type | Vote | For/Against
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1A | ELECTION OF DIRECTOR: JOHN D. BAKER II | Management | For | For | ||||||||
1B | ELECTION OF DIRECTOR: JAMES E. BOSTIC, JR. | Management | For | For | ||||||||
1C | ELECTION OF DIRECTOR: HARRIS E. DELOACH, JR. | Management | For | For | ||||||||
1D | ELECTION OF DIRECTOR: JAMES B. HYLER, JR. | Management | For | For | ||||||||
1E | ELECTION OF DIRECTOR: WILLIAM D. JOHNSON | Management | For | For | ||||||||
1F | ELECTION OF DIRECTOR: ROBERT W. JONES | Management | For | For | ||||||||
1G | ELECTION OF DIRECTOR: W. STEVEN JONES | Management | For | For | ||||||||
1H | ELECTION OF DIRECTOR: MELQUIADES MARTINEZ | Management | For | For | ||||||||
1I | ELECTION OF DIRECTOR: E. MARIE MCKEE | Management | For | For | ||||||||
1J | ELECTION OF DIRECTOR: JOHN H. MULLIN, III | Management | For | For | ||||||||
1K | ELECTION OF DIRECTOR: CHARLES W. PRYOR, JR. | Management | For | For | ||||||||
1L | ELECTION OF DIRECTOR: CARLOS A. SALADRIGAS | Management | For | For | ||||||||
1M | ELECTION OF DIRECTOR: THERESA M. STONE | Management | For | For | ||||||||
1N | ELECTION OF DIRECTOR: ALFRED C. TOLLISON, JR. | Management | For | For | ||||||||
02 | ADVISORY (NONBINDING) VOTE TO APPROVE THE COMPANY’S EXECUTIVE COMPENSATION. | Management | For | For | ||||||||
03 | RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE LLP AS PROGRESS ENERGY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2012. | Management | For | For | ||||||||
04 | RE-APPROVE THE MATERIAL TERMS OF PERFORMANCE GOALS UNDER THE COMPNAY’S 2007 EQUITY INCENTIVE PLAN AS REQUIRED BY SECTION 162(M) OF THE INTERNAL REVENUE CODE. | Management | For | For |
COLLECTIVE BRANDS, INC.
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Security | 19421W100 | Meeting Type | Special | |||||
Ticker Symbol | PSS | Meeting Date | 21-Aug-2012 | |||||
ISIN | US19421W1009 | Agenda | 933671530 - Management |
Item | Proposal | Type | Vote | For/Against
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1. | TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF MAY 1, 2012, AS IT MAY BE AMENDED FROM TIME TO TIME, AMONG COLLECTIVE BRANDS, INC., WBG- PSS HOLDINGS LLC, WBG-PSS MERGER SUB INC. AND WOLVERINE WORLD WIDE, INC. | Management | For | For | ||||||||
2. | TO ADJOURN THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE THE PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF MERGER. | Management | For | For | ||||||||
3. | TO APPROVE, BY NON-BINDING, ADVISORY VOTE, CERTAIN COMPENSATION ARRANGEMENTS FOR COLLECTIVE BRANDS, INC.‘S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER CONTEMPLATED BY THE AGREEMENT AND PLAN OF MERGER. | Management | For | For |
ARIBA, INC.
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Security | 04033V203 | Meeting Type | Special | |||||
Ticker Symbol | ARBA | Meeting Date | 29-Aug-2012 | |||||
ISIN | US04033V2034 | Agenda | 933672380 - Management |
Item | Proposal | Type | Vote | For/Against
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1. | TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF MAY 22, 2012, BY AND AMONG SAP AMERICA, INC., A DELAWARE CORPORATION (SAP), ANGEL EXPANSION CORPORATION, A DELAWARE CORPORATION AND WHOLLY-OWNED SUBSIDIARY OF SAP, AND ARIBA, AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME. | Management | For | For | ||||||||
2. | TO APPROVE, ON A NON-BINDING ADVISORY BASIS, THE COMPENSATION TO BE PAID TO ARIBA’S NAMED EXECUTIVE OFFICERS THAT IS BASED ON OR OTHERWISE RELATES TO THE MERGER, INCLUDING THE AGREEMENTS AND UNDERSTANDINGS WITH ARIBA PURSUANT TO WHICH SUCH COMPENSATION MAY BE PAID OR BECOME PAYABLE. | Management | For | For | ||||||||
3. | TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING TO A LATER DATE, IF THE CHAIRMAN OF THE SPECIAL MEETING DETERMINES THAT IT IS NECESSARY OR APPROPRIATE AND IS PERMITTED BY THE MERGER AGREEMENT, TO SOLICIT ADDITIONAL PROXIES IF THERE IS NOT A QUORUM PRESENT OR THERE ARE NOT SUFFICIENT VOTES IN FAVOR OF ADOPTION OF THE MERGER AGREEMENT AT THE TIME OF THE MEETING. | Management | For | For |
THE PEP BOYS - MANNY, MOE & JACK
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Security | 713278109 | Meeting Type | Annual | |||||
Ticker Symbol | PBY | Meeting Date | 12-Sep-2012 | |||||
ISIN | US7132781094 | Agenda | 933671376 - Management |
Item | Proposal | Type | Vote | For/Against
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1A. | ELECTION OF DIRECTOR: JANE SCACCETTI | Management | For | For | ||||||||
1B. | ELECTION OF DIRECTOR: JOHN T. SWEETWOOD | Management | For | For | ||||||||
1C. | ELECTION OF DIRECTOR: M. SHAN ATKINS | Management | For | For | ||||||||
1D. | ELECTION OF DIRECTOR: ROBERT H. HOTZ | Management | For | For | ||||||||
1E. | ELECTION OF DIRECTOR: JAMES A. MITAROTONDA | Management | For | For | ||||||||
1F. | ELECTION OF DIRECTOR: NICK WHITE | Management | For | For | ||||||||
1G. | ELECTION OF DIRECTOR: MICHAEL R. ODELL | Management | For | For | ||||||||
2. | AN ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION. | Management | For | For | ||||||||
3. | THE RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. | Management | For | For | ||||||||
4. | A SHAREHOLDER PROPOSAL REGARDING REQUIRING OUR EXECUTIVE OFFICERS TO RETAIN PEP BOYS STOCK FOLLOWING THE TERMINATION OF THEIR EMPLOYMENT, IF PRESENTED BY ITS PROPONENT. | Shareholder | Against | For |
EDELMAN FINANCIAL GROUP INC
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Security | 27943Q105 | Meeting Type | Special | |||||
Ticker Symbol | EF | Meeting Date | 13-Sep-2012 | |||||
ISIN | US27943Q1058 | Agenda | 933677695 - Management |
Item | Proposal | Type | Vote | For/Against
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1. | APPROVAL OF THE AGREEMENT AND PLAN OF MERGER DATED AS OF APRIL 16, 2012, AS IT MAY BE AMENDED, BY AND AMONG SUMMER HOLDINGS II, INC., SUMMER MERGER SUB, INC., AND THE EDELMAN FINANCIAL GROUP INC. | Management | Against | Against | ||||||||
2. | APPROVAL, ON A NON-BINDING ADVISORY BASIS, OF THE COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE AGREEMENT AND PLAN OF MERGER. | Management | Against | Against | ||||||||
3. | APPROVAL OF THE ADJOURNMENT OR POSTPONEMENT OF THE SPECIAL MEETING TO ANOTHER TIME AND/OR PLACE FOR THE PURPOSE OF SOLICITING ADDITIONAL PROXIES IN FAVOR OF THE PROPOSAL TO APPROVE THE AGREEMENT AND PLAN OF MERGER, IF NECESSARY. | Management | Against | Against |
BRIGHTPOINT, INC.
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Security | 109473405 | Meeting Type | Special | |||||
Ticker Symbol | CELL | Meeting Date | 19-Sep-2012 | |||||
ISIN | US1094734050 | Agenda | 933680527 - Management |
Item | Proposal | Type | Vote | For/Against
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1. | TO APPROVE THE AGREEMENT AND PLAN OF MERGER, DATED AS OF JUNE 29, 2012 (THE “MERGER AGREEMENT”), BY AND AMONG THE COMPANY, INGRAM MICRO, INC., A DELAWARE CORPORATION (“PARENT”) AND MERGER SUB, INC., AND INDIANA CORPORATION AND WHOLLY- OWNED SUBSIDIARY OF PARENT (“MERGER SUB”), ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. | Management | For | For | ||||||||
2. | TO APPROVE, ON A NON-BINDING, ADVISORY BASIS, THE COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO THE COMPANY’S NAMED EXECUTIVE OFFICERS THAT IS BASED ON OR OTHERWISE RELATES TO THE MERGER. | Management | For | For | ||||||||
3. | TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE THE MERGER AGREEMENT. | Management | For | For |
NEXEN INC.
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Security | 65334H102 | Meeting Type | Special | |||||
Ticker Symbol | NXY | Meeting Date | 20-Sep-2012 | |||||
ISIN | CA65334H1029 | Agenda | 933680921 - Management |
Item | Proposal | Type | Vote | For/Against
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01 | A SPECIAL RESOLUTION, THE FULL TEXT OF WHICH IS SET FORTH IN APPENDIX A TO THE ACCOMPANYING INFORMATION CIRCULAR AND PROXY STATEMENT OF THE COMPANY DATED AUGUST 16, 2012 (THE “INFORMATION CIRCULAR”), TO APPROVE A PLAN OF ARRANGEMENT UNDER SECTION 192 OF THE CANADA BUSINESS CORPORATIONS ACT, ALL AS MORE PARTICULARLY DESCRIBED IN THE INFORMATION CIRCULAR. | Management | For | For |
CREDO PETROLEUM CORPORATION
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Security | 225439207 | Meeting Type | Special | |||||
Ticker Symbol | CRED | Meeting Date | 25-Sep-2012 | |||||
ISIN | US2254392077 | Agenda | 933678875 - Management |
Item | Proposal | Type | Vote | For/Against
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1. | ADOPTION OF THE AGREEMENT AND PLAN OF MERGER, DATED AS OF JUNE 3, 2012, BY AND AMONG FORESTAR GROUP INC., LONGHORN ACQUISITION INC. AND CREDO PETROLEUM CORPORATION, AS DESCRIBED IN THE PROXY STATEMENT (THE “MERGER AGREEMENT”). | Management | For | For | ||||||||
2. | APPROVAL ON A NON-BINDING, ADVISORY BASIS, OF THE COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE, IF ANY, TO THE COMPANY’S NAMED EXECUTIVE OFFICERS THAT IS BASED ON OR OTHERWISE RELATES TO THE MERGER (AS DEFINED IN THE PROXY STATEMENT) OR CONTEMPLATED BY THE MERGER AGREEMENT. | Management | For | For | ||||||||
3. | APPROVAL OF THE ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES TO ADOPT THE MERGER AGREEMENT. | Management | For | For |
QUEST SOFTWARE, INC.
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Security | 74834T103 | Meeting Type | Special | |||||
Ticker Symbol | QSFT | �� | Meeting Date | 25-Sep-2012 | ||||
ISIN | US74834T1034 | Agenda | 933682747 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | TO ADOPT THE AGREEMENT & PLAN OF MERGER (THE “MERGER AGREEMENT”) AMONG THE COMPANY, DELL INC., A DELAWARE CORPORATION (“PARENT”) & DIAMOND MERGER SUB INC. A DELAWARE CORPORATION & WHOLLY OWNED SUBSIDIARY OF PARENT (“MERGER SUB”) PROVIDING FOR THE MERGER OF MERGER SUB WITH & INTO THE COMPANY (“MERGER”), WITH THE COMPANY SURVIVING THE MERGER AS A WHOLLY OWNED SUBSIDIARY OF PARENT. | Management | For | For | ||||||||
2. | TO CONSIDER AND VOTE ON A NON- BINDING, ADVISORY PROPOSAL TO APPROVE THE COMPENSATION THAT MAY BECOME PAYABLE TO THE COMPANY’S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE COMPLETION OF THE MERGER. | Management | For | For | ||||||||
3. | TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO ADOPT THE MERGER AGREEMENT. | Management | For | For |
PAR PHARMACEUTICAL COMPANIES, INC.
| ||||||||
Security | 69888P106 | Meeting Type | Special | |||||
Ticker Symbol | PRX | Meeting Date | 27-Sep-2012 | |||||
ISIN | US69888P1066 | Agenda | 933683408 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF JULY 14, 2012 (THE | Management | For | For |
“MERGER AGREEMENT”), BY AND AMONG PAR PHARMACEUTICAL COMPANIES, INC. (THE “COMPANY”), SKY GROWTH HOLDINGS CORPORATION, A DELAWARE CORPORATION (“PARENT”) AND SKY GROWTH ACQUISITION CORPORATION, A DELAWARE CORPORATION AND A WHOLLY OWNED SUBSIDIARY OF PARENT (“MERGER SUB”). | ||||||||||||
2. | TO CONSIDER AND VOTE ON A NON- BINDING, ADVISORY PROPOSAL TO APPROVE THE COMPENSATION THAT MAY BECOME PAYABLE TO THE COMPANY’S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE CONSUMMATION OF THE MERGER. | Management | For | For | ||||||||
3. | TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO ESTABLISH A QUORUM OR ADOPT THE MERGER AGREEMENT. | Management | For | For |
FRASER & NEAVE LTD
| ||||||||
Security | Y2642C155 | Meeting Type | ExtraOrdinary General Meeting | |||||
Ticker Symbol | Meeting Date | 28-Sep-2012 | ||||||
ISIN | SG1T58930911 | Agenda | 704046590 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1 | Approval of the Proposed Disposal of the Company’s Interests in Asia Pacific Breweries Limited (“APBL”) and Asia Pacific Investment Pte Ltd (“APIPL”) | Management | For | For | ||||||||
2 | Approval of the Proposed Capital Reduction | Management | Abstain | Against | ||||||||
CMMT | PLEASE NOTE THAT IN THIS MEETING THERE IS NO OPTION FOR “ABSTAIN” VOTING. THA-NK YOU. | Non-Voting | ||||||||||
CMMT | PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF ADDITIONAL COMMENT. IF Y-OU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLES-S YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. | Non-Voting |
SUNOCO,INC.
| ||||||||
Security | 86764P109 | Meeting Type | Special | |||||
Ticker Symbol | SUN | Meeting Date | 04-Oct-2012 | |||||
ISIN | US86764P1093 | Agenda | 933684450 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | TO APPROVE AND ADOPT AGREEMENT & PLAN OF MERGER, DATED AS OF APRIL 29, 2012, AS AMENDED BY AMENDMENT NO. 1 THERETO, DATED AS OF JUNE 15, 2012, BY AND AMONG SUNOCO, INC. (“SUNOCO”), ENERGY TRANSFER PARTNERS, L.P. (“ETP”), ENERGY TRANSFER PARTNERS GP, L.P., SAM ACQUISITION CORPORATION, AND, FOR LIMITED PURPOSES SET FORTH THEREIN, ENERGY TRANSFER EQUITY, L.P. | Management | For | For | ||||||||
2. | TO APPROVE, ON AN ADVISORY (NON- BINDING) BASIS, SPECIFIED COMPENSATION THAT MAY BE RECEIVED BY SUNOCO’S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER. | Management | For | For | ||||||||
3. | TO APPROVE ANY ADJOURNMENTS OF THE SPECIAL MEETING, IF NECESSARY, TO | Management | For | For |
SOLICIT ADDITIONAL PROXIES IN FAVOR OF | ||||||||||||
THE PROPOSAL TO APPROVE AND ADOPT | ||||||||||||
THE MERGER AGREEMENT. |
AMERIGROUP CORPORATION
| ||||||||
Security | 03073T102 | Meeting Type | Special | |||||
Ticker Symbol | AGP | Meeting Date | 23-Oct-2012 | |||||
ISIN | US03073T1025 | Agenda | 933684842 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF JULY 9, 2012, BY AND AMONG WELLPOINT, INC., THE COMPANY AND WELLPOINT MERGER SUB, INC., AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF WELLPOINT (AS IT MAY BE AMENDED FROM TIME TO TIME, THE “MERGER AGREEMENT”). | Management | For | For | ||||||||
2. | TO APPROVE AN ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE IN THE VIEW OF THE BOARD OF DIRECTORS, TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF THE PROPOSAL TO ADOPT THE MERGER AGREEMENT IF THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF SUCH ADJOURNMENT TO ADOPT THE MERGER AGREEMENT. | Management | For | For | ||||||||
3. | TO APPROVE, ON A NON-BINDING, ADVISORY BASIS, CERTAIN COMPENSATION THAT WILL OR MAY BECOME PAYABLE BY THE COMPANY TO ITS NAMED EXECUTIVE OFFICERS THAT IS BASED ON OR OTHERWISE RELATES TO THE MERGER. | Management | For | For |
APA GROUP
| ||||||||
Security | Q0437B100 | Meeting Type | Annual General Meeting | |||||
Ticker Symbol | Meeting Date | 25-Oct-2012 | ||||||
ISIN | AU000000APA1 | Agenda | 704063318 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1 | Nomination of Leonard Bleasel AM for re-election as a director | Management | ||||||||||
2 | Nomination of Russell Higgins AO for re-election as a director | Management | ||||||||||
3 | Proposed amendments to Rule 7.1 of the Constitution of Australian Pipeline Limited | Management |
COOPER INDUSTRIES PLC
| ||||||||
Security | G24140111 | Meeting Type | Special | |||||
Ticker Symbol | Meeting Date | 26-Oct-2012 | ||||||
ISIN | Agenda | 933692736 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | APPROVAL OF THE SCHEME OF ARRANGEMENT. | Management | ||||||||||
2. | CANCELLATION OF COOPER SHARES PURSUANT TO THE SCHEME OF ARRANGEMENT. | Management | ||||||||||
3. | DIRECTORS’ AUTHORITY TO ALLOT SECURITIES AND APPLICATION OF RESERVES. | Management | ||||||||||
4. | AMENDMENT TO ARTICLES OF ASSOCIATION. | Management | ||||||||||
5. | CREATION OF DISTRIBUTABLE RESERVES OF NEW EATON. | Management | ||||||||||
6. | APPROVAL ON AN ADVISORY BASIS OF SPECIFIED COMPENSATORY | Management |
ARRANGEMENTS BETWEEN COOPER AND ITS NAMED EXECUTIVES. | ||||||||||||
7. | ADJOURNMENT OF THE EXTRAORDINARY GENERAL MEETING. | Management |
COOPER INDUSTRIES PLC
| ||||||||
Security | G24140108 | Meeting Type | Special | |||||
Ticker Symbol | CBE | Meeting Date | 26-Oct-2012 | |||||
ISIN | IE00B40K9117 | Agenda | 933692748 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | TO APPROVE THE SCHEME OF ARRANGEMENT. | Management |
PEET’S COFFEE & TEA, INC.
| ||||||||
Security | 705560100 | Meeting Type | Special | |||||
Ticker Symbol | PEET | Meeting Date | 26-Oct-2012 | |||||
ISIN | US7055601006 | Agenda | 933696633 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | ADOPT AND APPROVE THE AGREEMENT AND PLAN OF MERGER, DATED AS OF JULY 21, 2012, AMONG JAB HOLDINGS BV, PANTHER MERGER CO. AND PEET’S COFFEE & TEA, INC. (THE “MERGER AGREEMENT”). | Management | For | For | ||||||||
2. | APPROVE, ON AN ADVISORY BASIS, THE MERGER-RELATED COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. | Management | For | For | ||||||||
3. | APPROVE A PROPOSAL TO ADJOURN THE SPECIAL MEETING, IF NECESSARY, FOR THE PURPOSE OF SOLICITING ADDITIONAL PROXIES TO VOTE IN THE FAVOR OF THE ADOPTION AND APPROVAL OF THE MERGER AGREEMENT. | Management | For | For |
CHINA KANGHUI HOLDINGS
| ||||||||
Security | 16890V100 | Meeting Type | Special | |||||
Ticker Symbol | KH | Meeting Date | 31-Oct-2012 | |||||
ISIN | US16890V1008 | Agenda | 933698625 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
S1. | TO APPROVE, BY SPECIAL RESOLUTION, THE MERGER AND ADOPT THE AGREEMENT AND PLAN OF MERGER DATED AS OF SEPTEMBER 27, 2012 BY AND AMONG THE COMPANY, MEDTRONIC, INC., AND KERRY MERGER CORP., AS IT MAY BE AMENDED FROM TIME TO TIME, AND ANY AND ALL TRANSACTIONS CONTEMPLATED THEREBY (INCLUDING, BUT NOT LIMITED TO, THE PLAN OF MERGER REFERRED TO IN SECTION 233(3) OF THE COMPANIES LAW OF THE CAYMAN ISLANDS (2011 REVISION), AND THE AMENDMENT AND RESTATEMENT OF THE COMPANY’S MEMORANDUM AND ARTICLES OF ASSOCIATION). | Management | For | For | ||||||||
2. | TO CONSIDER SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING, INCLUDING ANY PROPOSAL TO ADJOURN THE MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF THE APPROVAL OF THE MERGER AND THE APPROVAL AND ADOPTION OF THE MERGER AGREEMENT IN THE EVENT THAT THERE ARE INSUFFICIENT PROXIES RECEIVED TO PASS THE SPECIAL | Management | For | For |
RESOLUTIONS DURING THE MEETING. | ||||||||||||
3. | MARK BOX AT RIGHT IF YOU WISH TO GIVE A DISCRETIONARY PROXY TO A PERSON DESIGNATED BY THE COMPANY. (MARK “FOR” = YES AND “AGAINST” = NO) | Management | For |
WHITEHAVEN COAL LTD, BRISBANE
| ||||||||
Security | Q97664108 | Meeting Type | Annual General Meeting | |||||
Ticker Symbol | Meeting Date | 01-Nov-2012 | ||||||
ISIN | AU000000WHC8 | Agenda | 704066984 - Management |
Item | Proposal | Type | Vote | For/Against Management
| ||||||||
CMMT | VOTING EXCLUSIONS APPLY TO THIS MEETING FOR PROPOSAL 1 AND VOTES CAST BY ANY-INDIVIDUAL OR RELATED PARTY WHO BENEFIT FROM THE PASSING OF THE PROPOSAL/S-WILL BE DISREGARDED BY THE COMPANY. HENCE, IF YOU HAVE OBTAINED BENEFIT OR- EXPECT TO OBTAIN FUTURE BENEFIT YOU SHOULD NOT VOTE (OR VOTE “ABSTAIN”) ON-THE RELEVANT PROPOSAL ITEMS. BY DOING SO, YOU ACKNOWLEDGE THAT YOU HAVE-OBTAINED BENEFIT OR EXPECT TO OBTAIN BENEFIT BY THE PASSING OF THE RELEVANT-PROPOSAL/S. BY VOTING (FOR OR AGAINST) ON PROPOSAL (1), YOU ACKNOWLEDGE THAT-YOU HAVE NOT OBTAINED BENEFIT NEITHER EXPECT TO OBTAIN BENEFIT BY THE PASSING-OF THE RELEVANT PROPOSAL/S AND YOU COMPLY WITH THE VOTING EXCLUSION. | Non-Voting | ||||||||||
1 | Directors’ remuneration report | Management | For | For | ||||||||
2 | Election of Mark Vaile | Management | For | For | ||||||||
3 | Election of Paul Flynn | Management | For | For | ||||||||
4 | Election of Philip Christensen | Management | For | For | ||||||||
5 | Election of Richard Gazzard | Management | For | For | ||||||||
6 | Election of Christine McLoughlin | Management | For | For |
LAM RESEARCH CORPORATION
| ||||||||
Security | 512807108 | Meeting Type | Annual | |||||
Ticker Symbol | LRCX | Meeting Date | 01-Nov-2012 | |||||
ISIN | US5128071082 | Agenda | 933688802 - Management |
Item | Proposal | Type | Vote | For/Against Management
| ||||||||
1. | DIRECTOR Management | |||||||||||
1 MARTIN B. ANSTICE | For | For | ||||||||||
2 ERIC K. BRANDT | For | For | ||||||||||
3 MICHAEL R. CANNON | For | For | ||||||||||
4 YOUSSEF A. EL-MANSY | For | For | ||||||||||
5 CHRISTINE A. HECKART | For | For | ||||||||||
6 GRANT M. INMAN | For | For | ||||||||||
7 CATHERINE P. LEGO | For | For | ||||||||||
8 STEPHEN G. NEWBERRY | For | For | ||||||||||
9 KRISHNA C. SARASWAT | For | For | ||||||||||
10 WILLIAM R. SPIVEY | For | For | ||||||||||
11 ABHIJIT Y. TALWALKAR | For | For | ||||||||||
2. | ADVISORY VOTE ON FISCAL YEAR 2012 EXECUTIVE COMPENSATION (“SAY ON PAY”). | Management | For | For |
3. | RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2013. | Management | For | For |
KFC HOLDINGS (MALAYSIA) BHD
| ||||||||
Security | Y46974104 | Meeting Type | ExtraOrdinary General Meeting | |||||
Ticker Symbol | Meeting Date | 05-Nov-2012 | ||||||
ISIN | MYL3492OO005 | Agenda | 704086619 - Management |
Item | Proposal | Type | Vote | For/Against Management
| ||||||||
O.1 | Proposed disposal of the entire business and undertaking, including all the assets and liabilities of KFC to Triple Platform SDN BHD (“TPSB”), a wholly-owned subsidiary of Massive Equity SDN BHD (“MESB”) (“Proposed KFC Disposal”) | Management | For | For | ||||||||
O.2 | Proposed payment to the warrantholders of KFC of RM1.00 in cash for every one (1) KFC warrant held on the entitlement date to be determined later (“Proposed KFC Warrant Scheme”) | Management | For | For | ||||||||
S.1 | Proposed capital repayment to return to the shareholders of KFC of RM4.00 in cash for every one (1) KFC share held on the entitlement date to be determined later, by way of a capital reduction exercise pursuant to section 64 of the companies act, 1965 (“ACT”) (“Proposed KFC Capital Repayment”) | Management | For | For |
QSR BRANDS BHD
| ||||||||
Security | Y7164L129 | Meeting Type | ExtraOrdinary General Meeting | |||||
Ticker Symbol | Meeting Date | 06-Nov-2012 | ||||||
ISIN | MYL9415OO000 | Agenda | 704086633 - Management |
Item | Proposal | Type | Vote | For/Against Management
| ||||||||
1 | Proposed disposal of substantially all business and undertaking of QSR, including substantially all the assets and liabilities of QSR to triple platform Sdn Bhd (“TPSB”), a wholly-owned subsidiary of massive equity Sdn Bhd (“MESB”) (“Proposed QSR Disposal”) | Management | For | For | ||||||||
2 | Proposed payment to the warrantholders of QSR of RM3.79 in cash for every one (1) QSR warrant held on the entitlement date to be determined later (“Proposed QSR Warrant Scheme”) | Management | For | For | ||||||||
S.1 | Proposed capital repayment to return to the shareholders of QSR of RM6.80 in cash for every one (1) QSR share held on the entitlement date to be determined later, by way of a capital reduction exercise pursuant to section 64 of the companies act, 1965 (“Act”) (“Proposed QSR Capital Repayment”) | Management | For | For |
MEDIWARE INFORMATION SYSTEMS, INC.
| ||||||||
Security | 584946107 | Meeting Type | Special | |||||
Ticker Symbol | MEDW | Meeting Date | 08-Nov-2012 | |||||
ISIN | US5849461075 | Agenda | 933697902 - Management |
Item | Proposal | Type | Vote | For/Against Management
| ||||||||
1. | TO ADOPT AND APPROVE THE MERGER AGREEMENT AND APPROVE THE MERGER. | Management | For | For | ||||||||
2. | TO APPROVE, ON A NON-BINDING, ADVISORY BASIS, THE COMPENSATION AND RELATED AGREEMENTS AND ARRANGEMENTS OF THE NAMED EXECUTIVE OFFICERS OF MEDIWARE THAT ARE BASED UPON OR OTHERWISE RELATE TO THE MERGER. | Management | For | For |
3. | TO APPROVE THE ADJOURNMENT OR POSTPONEMENT OF THE SPECIAL MEETING IF NECESSARY OR APPROPRIATE TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES PROPERLY CAST AT THE TIME OF THE MEETING TO ADOPT AND APPROVE THE MERGER AGREEMENT AND APPROVE THE MERGER. | Management | For | For |
PHYSICIANS FORMULA HOLDINGS, INC.
| ||||||||
Security | 719427106 | Meeting Type | Special | |||||
Ticker Symbol | FACE | Meeting Date | 08-Nov-2012 | |||||
ISIN | US7194271067 | Agenda | 933698649 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF SEPTEMBER 26, 2012, BY AND AMONG PHYSICIANS FORMULA HOLDINGS, INC., A DELAWARE CORPORATION, MARKWINS INTERNATIONAL CORPORATION, A CALIFORNIA CORPORATION, AND MARKWINS MERGER SUB, INC., A DELAWARE CORPORATION. | Management | For | For | ||||||||
2. | TO APPROVE, ON A NON-BINDING, ADVISORY BASIS, CERTAIN COMPENSATION THAT MAY BECOME PAYABLE TO THE NAMED EXECUTIVE OFFICERS OF PHYSICIANS FORMULA HOLDINGS, INC. IN CONNECTION WITH THE MERGER UNDER CERTAIN CIRCUMSTANCES. | Management | For | For | ||||||||
3. | TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, INCLUDING TO SOLICIT ADDITIONAL PROXIES IN THE EVENT THERE ARE INSUFFICIENT VOTES TO ADOPT THE MERGER AGREEMENT DESCRIBED ABOVE AT THE TIME OF THE SPECIAL MEETING. | Management | For | For |
GENON ENERGY, INC.
| ||||||||
Security | 37244E107 | Meeting Type | Special | |||||
Ticker Symbol | GEN | Meeting Date | 09-Nov-2012 | |||||
ISIN | US37244E1073 | Agenda | 933697320 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF JULY 20, 2012, BY AND AMONG NRG ENERGY, INC., PLUS MERGER CORPORATION AND GENON ENERGY, INC., AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH IS ATTACHED AS ANNEX A TO THE JOINT PROXY STATEMENT/PROSPECTUS ACCOMPANYING THIS NOTICE (THE “MERGER” PROPOSAL). | Management | For | For | ||||||||
2. | TO CONDUCT AN ADVISORY VOTE ON THE MERGER-RELATED COMPENSATION ARRANGEMENTS OF OUR NAMED EXECUTIVE OFFICERS (THE “MERGER- RELATED COMPENSATION” PROPOSAL). | Management | For | For | ||||||||
3. | TO APPROVE ANY MOTION TO ADJOURN THE GENON SPECIAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES (THE “GENON ADJOURNMENT” PROPOSAL). | Management | For | For |
INDUSTREA LTD
| ||||||||
Security | Q4928X100 | Meeting Type | Scheme Meeting | |||||
Ticker Symbol | Meeting Date | 12-Nov-2012 | ||||||
ISIN | AU000000IDL7 | Agenda | 704076531 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1 | That pursuant to and in accordance with section 411 of the Corporations Act, the scheme of arrangement proposed between Industrea Limited and holders of its fully paid ordinary shares (Scheme), as contained in and more particularly described in the Scheme Booklet accompanying the notice convening this meeting, is agreed to and the Board of Directors of the Company is authorised to agree to such alterations or conditions to the Scheme as are made by the Court with the agreement of Industrea Limited and GE Mining Services Holdings Pty Ltd (acting reasonably) and, subject to the approval of the Scheme with such alterations or conditions, to implement the Scheme with any such alterations or conditions | Management | For | For |
INDUSTREA LTD
| ||||||||
Security | Q4928X100 | Meeting Type | Annual General Meeting | |||||
Ticker Symbol | Meeting Date | 12-Nov-2012 | ||||||
ISIN | AU000000IDL7 | Agenda | 704084855 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
CMMT | VOTING EXCLUSIONS APPLY TO THIS MEETING FOR PROPOSAL 3 AND VOTES CAST BY ANY-INDIVIDUAL OR RELATED PARTY WHO BENEFIT FROM THE PASSING OF THE PROPOSAL/S-WILL BE DISREGARDED BY THE COMPANY. HENCE, IF YOU HAVE OBTAINED BENEFIT OR- EXPECT TO OBTAIN FUTURE BENEFIT YOU SHOULD NOT VOTE (OR VOTE “ABSTAIN”) ON-THE RELEVANT PROPOSAL ITEMS. BY DOING SO, YOU ACKNOWLEDGE THAT YOU HAVE-OBTAINED BENEFIT OR EXPECT TO OBTAIN BENEFIT BY THE PASSING OF THE RELEVANT-PROPOSAL/S. BY VOTING (FOR OR AGAINST) ON PROPOSAL (3), YOU ACKNOWLEDGE THAT-YOU HAVE NOT OBTAINED BENEFIT NEITHER EXPECT TO OBTAIN BENEFIT BY THE PASSING-OF THE RELEVANT PROPOSAL/S AND YOU COMPLY WITH THE VOTING EXCLUSION. | Non-Voting | ||||||||||
2 | Election of Director - Timothy Carl Netscher | Management | For | For | ||||||||
3 | Adoption of Remuneration Report | Management | For | For |
REDFLEX HOLDINGS LTD, SOUTH MELBOURNE VIC
| ||||||||
Security | Q8050F100 | Meeting Type | Annual General Meeting | |||||
Ticker Symbol | Meeting Date | 14-Nov-2012 | ||||||
ISIN | AU000000RDF0 | Agenda | 704088841 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
CMMT | VOTING EXCLUSIONS APPLY TO THIS MEETING FOR PROPOSALS 2 AND 3 AND VOTES CAST-BY ANY INDIVIDUAL OR RELATED PARTY WHO BENEFIT FROM THE PASSING OF THE-PROPOSAL/S WILL BE DISREGARDED BY THE COMPANY. HENCE, IF YOU HAVE OBTAINED-BENEFIT OR EXPECT TO OBTAIN FUTURE BENEFIT YOU SHOULD NOT VOTE (OR VOTE-“ABSTAIN”) ON THE RELEVANT PROPOSAL ITEMS. BY DOING SO, YOU ACKNOWLEDGE THAT-YOU HAVE OBTAINED BENEFIT OR EXPECT TO OBTAIN BENEFIT BY THE PASSING OF THE- | Non-Voting |
RELEVANT PROPOSAL/S. BY VOTING (FOR OR AGAINST) ON PROPOSALS (2 AND 3), YOU-ACKNOWLEDGE THAT YOU HAVE NOT OBTAINED BENEFIT NEITHER EXPECT TO OBTAIN-BENEFIT BY THE PASSING OF THE RELEVANT PROPOSAL/S AND YOU COMPLY WITH THE-VOTING EXCLUSION. | ||||||||||||
1 | Re-election of Mr. Max Findlay | Management | For | For | ||||||||
2 | Adoption of the Remuneration Report | Management | For | For | ||||||||
3 | Approval of securities to Ms. Karen Finley | Management | For | For |
FLINDERS MINES LTD, NORWOOD SA
| ||||||||
Security | Q39181260 | Meeting Type | Annual General Meeting | |||||
Ticker Symbol | Meeting Date | 15-Nov-2012 | ||||||
ISIN | AU000000FMS9 | Agenda | 704088790 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
CMMT | VOTING EXCLUSIONS APPLY TO THIS MEETING FOR PROPOSAL 1 AND VOTES CAST BY ANY-INDIVIDUAL OR RELATED PARTY WHO BENEFIT FROM THE PASSING OF THE PROPOSAL/S-WILL BE DISREGARDED BY THE COMPANY. HENCE, IF YOU HAVE OBTAINED BENEFIT OR- EXPECT TO OBTAIN FUTURE BENEFIT YOU SHOULD NOT VOTE (OR VOTE “ABSTAIN”) ON-THE RELEVANT PROPOSAL ITEMS. BY DOING SO, YOU ACKNOWLEDGE THAT YOU HAVE-OBTAINED BENEFIT OR EXPECT TO OBTAIN BENEFIT BY THE PASSING OF THE RELEVANT-PROPOSAL/S. BY VOTING (FOR OR AGAINST) ON PROPOSAL (1), YOU ACKNOWLEDGE THAT-YOU HAVE NOT OBTAINED BENEFIT NEITHER EXPECT TO OBTAIN BENEFIT BY THE PASSING-OF THE RELEVANT PROPOSAL/S AND YOU COMPLY WITH THE VOTING EXCLUSION. | Non-Voting | ||||||||||
1 | Adoption of the Remuneration Report | Management | For | For | ||||||||
2 | Re-election of Mr. Ewan Vickery as a Director | Management | For | For |
SEABRIGHT HOLDINGS, INC.
| ||||||||
Security | 811656107 | Meeting Type | Special | |||||
Ticker Symbol | SBX | Meeting Date | 19-Nov-2012 | |||||
ISIN | US8116561072 | Agenda | 933699918 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF AUGUST 27, 2012, AS IT MAY BE AMENDED FROM TIME TO TIME, AMONG ENSTAR GROUP LIMITED, A BERMUDA EXEMPTED COMPANY, AML ACQUISITION, CORP., A DELAWARE CORPORATION AND AN INDIRECT WHOLLY OWNED SUBSIDIARY OF ENSTAR, AND SEABRIGHT HOLDINGS, INC. (THE “COMPANY”). | Management | For | For | ||||||||
2. | PROPOSAL TO ADJOURN THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE THE PROPOSAL TO ADOPT THE MERGER AGREEMENT. | Management | For | For | ||||||||
3. | PROPOSAL TO APPROVE, BY NON-BINDING, ADVISORY VOTE, CERTAIN COMPENSATION ARRANGEMENTS FOR THE COMPANY’S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER. | Management | For | For |
BC IRON LIMITED, PERTH
| ||||||||
Security | Q1387K108 | Meeting Type | Annual General Meeting | |||||
Ticker Symbol | Meeting Date | 20-Nov-2012 | ||||||
ISIN | AU000000BCI0 | Agenda | 704043823 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
CMMT | VOTING EXCLUSIONS APPLY TO THIS MEETING FOR PROPOSALS 5, 6, 7 AND VOTES CAST-BY ANY INDIVIDUAL OR RELATED PARTY WHO BENEFIT FROM THE PASSING OF THE-PROPOSAL/S WILL BE DISREGARDED BY THE COMPANY. HENCE, IF YOU HAVE OBTAINED-BENEFIT OR EXPECT TO OBTAIN FUTURE BENEFIT YOU SHOULD NOT VOTE (OR VOTE-“ABSTAIN”) ON THE RELEVANT PROPOSAL ITEMS. BY DOING SO, YOU ACKNOWLEDGE THAT-YOU HAVE OBTAINED BENEFIT OR EXPECT TO OBTAIN BENEFIT BY THE PASSING OF THE- RELEVANT PROPOSAL/S. BY VOTING (FOR OR AGAINST) ON PROPOSALS (5, 6 AND 7),- YOU ACKNOWLEDGE THAT YOU HAVE NOT OBTAINED BENEFIT NEITHER EXPECT TO OBTAIN-BENEFIT BY THE PASSING OF THE RELEVANT PROPOSAL/S AND YOU COMPLY WITH THE-VOTING EXCLUSION | Non-Voting | ||||||||||
1 | Re-election of Mr Terrence Ransted as a Director | Management | For | For | ||||||||
2 | Election of Mr Malcolm McComas as a Director | Management | For | For | ||||||||
3 | Election of Mr Morgan Ball as a Director | Management | For | For | ||||||||
4 | Election of Mr Jamie Gibson as a Director | Management | For | For | ||||||||
5 | Adoption of Remuneration Report | Management | For | For | ||||||||
6 | Grant of Performance Rights to Mr Michael Young | Management | For | For | ||||||||
7 | Grant of Performance Rights to Mr Morgan Ball | Management | For | For |
OSAKA SECURITIES EXCHANGE CO.,LTD.
| ||||||||
Security | J6254G104 | Meeting Type | ExtraOrdinary General Meeting | |||||
Ticker Symbol | Meeting Date | 20-Nov-2012 | ||||||
ISIN | JP3183200009 | Agenda | 704151606 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
Please reference meeting materials. | Non-Voting | |||||||||||
1 | Approve Reduction in Capital Reserves and Retained Earnings | Management | For | For | ||||||||
2 | Approve the Merger Agreement between the Company and Tokyo Stock Exchange Group, Inc. | Management | For | For | ||||||||
3 | Approve the Split-type Absorption Agreement between the Company and the New Osaka Securities Exchange Preparatory Corporation | Management | For | For | ||||||||
4 | Amend Articles to: Change Official Company Name to Japan Exchange Group, Inc., Streamline Business Lines, Change Company’s Location to Chuo-ku, Tokyo, Increase Capital Shares to be issued to 290,000,000 shs., Change Trading Unit from 1 shs. to 100 shs., Adopt Restriction to the Rights for Odd-Lot Shares, The General Shareholders Meeting shall be Convened and Presided over by a Board Member (Hereafter Referred to as a “Director”) Serving Concurrently as Executive Officer CEO by a Resolution of the Board of Directors, Increase Board Size to 15, Reduce Term of Office of Directors to One Year, Abolition of Provisions Regarding Statutory Auditors and a Board of Statutory Auditors, and Insertion of Articles Regarding a Company with Committees | Management | For | For |
5.1 | Appoint a Director | Management | For | For | ||||||||
5.2 | Appoint a Director | Management | For | For | ||||||||
5.3 | Appoint a Director | Management | For | For | ||||||||
5.4 | Appoint a Director | Management | For | For | ||||||||
5.5 | Appoint a Director | Management | For | For | ||||||||
5.6 | Appoint a Director | Management | For | For | ||||||||
5.7 | Appoint a Director | Management | For | For | ||||||||
5.8 | Appoint a Director | Management | For | For | ||||||||
5.9 | Appoint a Director | Management | For | For | ||||||||
5.10 | Appoint a Director | Management | For | For | ||||||||
5.11 | Appoint a Director | Management | For | For | ||||||||
5.12 | Appoint a Director | Management | For | For | ||||||||
5.13 | Appoint a Director | Management | For | For | ||||||||
6 | Appoint Accounting Auditors | Management | For | For |
BANNERMAN RESOURCES LTD
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Security | Q1291U101 | Meeting Type | Annual General Meeting | |||||
Ticker Symbol | Meeting Date | 21-Nov-2012 | ||||||
ISIN | AU000000BMN9 | Agenda | 704090846 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
CMMT | VOTING EXCLUSIONS APPLY TO THIS MEETING FOR PROPOSALS 1, 3, 4 AND 5 AND VOTES-CAST BY ANY INDIVIDUAL OR RELATED PARTY WHO BENEFIT FROM THE PASSING OF THE-PROPOSAL/S WILL BE DISREGARDED BY THE COMPANY. HENCE, IF YOU HAVE OBTAINED-BENEFIT OR EXPECT TO OBTAIN FUTURE BENEFIT YOU SHOULD NOT VOTE (OR VOTE-“ABSTAIN”) ON THE RELEVANT PROPOSAL ITEMS. BY DOING SO, YOU ACKNOWLEDGE THAT-YOU HAVE OBTAINED BENEFIT OR EXPECT TO OBTAIN BENEFIT BY THE PASSING OF THE- RELEVANT PROPOSAL/S. BY VOTING (FOR OR AGAINST) ON PROPOSALS (1, 3, 4 AND 5),-YOU ACKNOWLEDGE THAT YOU HAVE NOT OBTAINED BENEFIT NEITHER EXPECT TO OBTAIN-BENEFIT BY THE PASSING OF THE RELEVANT PROPOSAL/S AND YOU COMPLY WITH THE-VOTING EXCLUSION. | Non-Voting | ||||||||||
1 | Adoption of the Remuneration Report (non-binding resolution) | Management | For | For | ||||||||
2.a | Re-election of Director-Mr David Tucker | Management | For | For | ||||||||
2.b | Election of Director-Mr Ian Burvill | Management | For | For | ||||||||
3 | Approval of the grant of CEO Performance Rights to Mr Len Jubber | Management | For | For | ||||||||
4 | Refreshing of the approval to allot and issue 4,000,000 Shares to Savanna | Management | For | For | ||||||||
5 | Approval of Additional 10% Share Issue Capacity | Management | For | For | ||||||||
6 | Approval of renewal of Proportional Takeover Provision | Management | For | For |
COVENTRY HEALTH CARE, INC.
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Security | 222862104 | Meeting Type | Special | |||||
Ticker Symbol | CVH | Meeting Date | 21-Nov-2012 | |||||
ISIN | US2228621049 | Agenda | 933700329 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF | Management | For | For |
AUGUST 19, 2012, AS AMENDED, AND AS MAY BE FURTHER AMENDED, AMONG AETNA INC., JAGUAR MERGER SUBSIDIARY, INC. AND COVENTRY HEALTH CARE, INC. | ||||||||||||
2. | PROPOSAL TO APPROVE THE ADJOURNMENT OF THE COVENTRY SPECIAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES TO ADOPT THE MERGER AGREEMENT AT THE TIME OF THE COVENTRY SPECIAL MEETING. | Management | For | For | ||||||||
3. | PROPOSAL TO APPROVE ON AN ADVISORY, (NON-BINDING) BASIS, THE “GOLDEN PARACHUTE” COMPENSATION PAYMENTS THAT WILL OR MAY BE PAID BY COVENTRY TO ITS NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER. | Management | For | For |
DERBY CYCLE AG, CLOPPENBURG
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Security | D1758P102 | Meeting Type | ExtraOrdinary General Meeting | |||||
Ticker Symbol | Meeting Date | 23-Nov-2012 | ||||||
ISIN | DE000A1H6HN1 | Agenda | 704090935 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
ACCORDING TO GERMAN LAW, IN CASE OF SPECIFIC CONFLICTS OF INTEREST IN CONNECTI-ON WITH SPECIFIC ITEMS OF THE AGENDA FOR THE GENERAL MEETING YOU ARE NOT ENTIT-LED TO EXERCISE YOUR VOTING RIGHTS. FURTHER, YOUR VOTING RIGHT MIGHT BE EXCLUD-ED WHEN YOUR SHARE IN VOTING RIGHTS HAS REACHED CERTAIN THRESHOLDS AND YOU HAV-E NOT COMPLIED WITH ANY OF YOUR MANDATORY VOTING RIGHTS NOTIFICATIONS PURSUANT-TO THE GERMAN SECURITIES TRADING ACT (WHPG). FOR QUESTIONS IN THIS REGARD PLE-ASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE FOR CLARIFICATION. IF YOU DO NO-T HAVE ANY INDICATION REGARDING SUCH CONFLICT OF INTEREST, OR ANOTHER EXCLUSIO-N FROM VOTING, PLEASE SUBMIT YOUR VOTE AS USUAL. THANK YOU. | Non-Voting | |||||||||||
PLEASE NOTE THAT THE TRUE RECORD DATE FOR THIS MEETING IS 02.11.2012, WHEREAS-THE MEETING HAS BEEN SETUP USING THE ACTUAL RECORD DATE - 1 BUSINESS DAY. THIS-IS DONE TO ENSURE THAT ALL POSITIONS REPORTED ARE IN CONCURRENCE WITH THE GER-MAN LAW. THANK YOU. | Non-Voting | |||||||||||
COUNTER PROPOSALS MAY BE SUBMITTED UNTIL 08.11.2012. FURTHER INFORMATION ON CO-UNTER PROPOSALS CAN BE FOUND DIRECTLY ON THE ISSUER’S WEBSITE (PLEASE REFER TO-THE MATERIAL URL SECTION OF THE APPLICATION). IF YOU WISH TO ACT ON THESE ITE-MS, YOU WILL NEED TO REQUEST A MEETING ATTEND AND VOTE YOUR SHARES DIRECTLY AT-THE COMPANY’S MEETING. COUNTER PROPOSALS CANNOT BE REFLECTED IN THE BALLOT ON-PROXYEDGE. | Non-Voting | |||||||||||
1. | Resolution on the transfer of all shares of the company held by its minority shareholders to Pon Holding Germany GmbH, which holds more than 95 percent of the Company’s share capital, against cash consideration of EUR 31.56 per no-par share | Management | For | For |
FLAGSTONE REINSURANCE HOLDINGS S.A.
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Security | L3466T104 | Meeting Type | Special | |||||
Ticker Symbol | FSR | Meeting Date | 28-Nov-2012 | |||||
ISIN | LU0490650438 | Agenda | 933701927 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
E1. | TO APPROVE THE AGREEMENT AND PLAN OF MERGER, DATED AS OF AUGUST 30, 2012, AMONG FLAGSTONE REINSURANCE HOLDINGS, S.A. (“FLAGSTONE”), FLAGSTONE REINSURANCE HOLDINGS (BERMUDA) LIMITED (“FLAGSTONE BERMUDA”), VALIDUS HOLDINGS, LTD. (“VALIDUS”) AND VALIDUS UPS, LTD. (“MERGER SUB”), ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. | Management | For | For | ||||||||
S2. | TO APPROVE A NON-BINDING, ADVISORY PROPOSAL REQUIRED UNDER THE DODD- FRANK WALL STREET REFORM AND CONSUMER PROTECTION ACT AND SECTION 14A OF THE SECURITIES EXCHANGE ACT OF 1934, AND THE RULES THEREUNDER TO APPROVE THE COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO FLAGSTONE’S NAMED EXECUTIVE OFFICERS, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. | Management | For | For |
SUNDANCE RESOURCES LTD
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Security | Q8802V106 | Meeting Type | Annual General Meeting | |||||
Ticker Symbol | Meeting Date | 30-Nov-2012 | ||||||
ISIN | AU000000SDL6 | Agenda | 704132668 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
CMMT | VOTING EXCLUSIONS APPLY TO THIS MEETING FOR PROPOSALS 1 AND 4 AND VOTES CAST-BY ANY INDIVIDUAL OR RELATED PARTY WHO BENEFIT FROM THE PASSING OF THE-PROPOSAL/S WILL BE DISREGARDED BY THE COMPANY. HENCE, IF YOU HAVE OBTAINED-BENEFIT OR EXPECT TO OBTAIN FUTURE BENEFIT YOU SHOULD NOT VOTE (OR VOTE-“ABSTAIN”) ON THE RELEVANT PROPOSAL ITEMS. BY DOING SO, YOU ACKNOWLEDGE THAT-YOU HAVE OBTAINED BENEFIT OR EXPECT TO OBTAIN BENEFIT BY THE PASSING OF THE- RELEVANT PROPOSAL/S. BY VOTING (FOR OR AGAINST) ON PROPOSALS (1 AND 4), YOU-ACKNOWLEDGE THAT YOU HAVE NOT OBTAINED BENEFIT NEITHER EXPECT TO OBTAIN-BENEFIT BY THE PASSING OF THE RELEVANT PROPOSAL/S AND YOU COMPLY WITH THE-VOTING EXCLUSION. | Non-Voting | ||||||||||
1 | Non Binding Resolution to adopt Remuneration Report | Management | For | For | ||||||||
2 | Re-election of Mr Barry Eldridge as a Director | Management | For | For | ||||||||
3 | Re-election of Ms Fiona Harris as a Director | Management | For | For | ||||||||
4 | Ratification of Capital Raising | Management | For | For |
KENEXA CORPORATION
| ||||||||
Security | 488879107 | Meeting Type | Special | |||||
Ticker Symbol | KNXA | Meeting Date | 03-Dec-2012 | |||||
ISIN | US4888791070 | Agenda | 933702171 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | THE PROPOSAL TO ADOPT THE | Management | For | For |
AGREEMENT AND PLAN OF MERGER, DATED AS OF AUGUST 25, 2012, BY AND AMONG INTERNATIONAL BUSINESS MACHINES CORPORATION, A NEW YORK CORPORATION (“IBM”), JASMINE ACQUISITION CORP., A PENNSYLVANIA CORPORATION AND WHOLLY-OWNED SUBSIDIARY OF IBM, AND KENEXA CORPORATION, AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME. | ||||||||||||
2. | THE PROPOSAL TO ADJOURN THE SPECIAL MEETING TO A LATER DATE, IF NECESSARY AND APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IN THE EVENT THERE ARE NOT SUFFICIENT VOTES IN FAVOR OF THE MERGER AGREEMENT AT THE TIME OF THE SPECIAL MEETING. | Management | For | For | ||||||||
3. | THE PROPOSAL TO APPROVE, ON AN ADVISORY (NON-BINDING) BASIS, CERTAIN “GOLDEN PARACHUTE” COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO KENEXA CORPORATION’S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER, INCLUDING THE AGREEMENTS AND UNDERSTANDINGS WITH KENEXA CORPORATION PURSUANT TO WHICH SUCH COMPENSATION MAY BE PAID OR BECOME PAYABLE. | Management | For | For |
EACCESS LTD.
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Security | J12548103 | Meeting Type | ExtraOrdinary General Meeting | |||||
Ticker Symbol | Meeting Date | 07-Dec-2012 | ||||||
ISIN | JP3130100005 | Agenda | 704167560 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
Please reference meeting materials. | Non-Voting | |||||||||||
1 | Approve the Share Exchange Agreement between the Company and SOFTBANK CORP. | Management | For | For |
MEDICIS PHARMACEUTICAL CORPORATION
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Security | 584690309 | Meeting Type | Special | |||||
Ticker Symbol | MRX | Meeting Date | 07-Dec-2012 | |||||
ISIN | US5846903095 | Agenda | 933704860 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF SEPTEMBER 2, 2012, BY AND AMONG VALEANT PHARMACEUTICALS INTERNATIONAL, INC., VALEANT PHARMACEUTICALS INTERNATIONAL, MERLIN MERGER SUB, INC. AND MEDICIS PHARMACEUTICAL CORPORATION, AS IT MAY BE AMENDED FROM TIME TO TIME. | Management | For | For | ||||||||
2. | TO ADJOURN THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, INCLUDING TO SOLICIT ADDITIONAL VOTES IN FAVOR OF THE PROPOSAL TO ADOPT THE MERGER AGREEMENT IF THERE ARE INSUFFICIENT VOTES TO ADOPT THE MERGER AGREEMENT AT THE TIME OF THE SPECIAL MEETING. | Management | For | For | ||||||||
3. | TO APPROVE A NON-BINDING ADVISORY PROPOSAL TO APPROVE THE GOLDEN PARACHUTE COMPENSATION PAYABLE TO MEDICIS’ NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER. | Management | For | For |
SUNDANCE RESOURCES LTD
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Security | Q8802V106 | Meeting Type | Scheme Meeting | |||||
Ticker Symbol | Meeting Date | 14-Dec-2012 | ||||||
ISIN | AU000000SDL6 | Agenda | 704160871 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1 | To consider the Company’s Scheme of Arrangement (“Scheme”) with Hanlong (Africa) Mining Investment Limited (“Hanlong”) | Management | For | For |
DEVGEN NV, ZWIJNAARDE
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Security | B33555127 | Meeting Type | Special General Meeting | |||||
Ticker Symbol | Meeting Date | 15-Dec-2012 | ||||||
ISIN | BE0003821387 | Agenda | 704166645 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
CMMT | IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF-ATTORNEY (POA) MAY BE REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING-INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO-BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE- REPRESENTATIVE | Non-Voting | ||||||||||
CMMT | MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER INFORMATION FOR ALL VOTED-ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO-PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE-POSITION TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED-IN ORDER FOR YOUR VOTE TO BE LODGED | Non-Voting | ||||||||||
1 | The meeting approves the clause enshrined in the license and research agreement entered into between the Company and Syngenta AG on 14 May 2012, and that entitles the latter, in the event of a change of control within the Company, to request a partial or a total refund of fees and payments made in exchange for partial or total termination of licenses granted | Management | For | For | ||||||||
2 | The meeting approves the grant of bonuses to certain key managers (including Thierry Bogaert), key employees and key consultants. For the beneficiaries who perform a board mandate within a subsidiary of the Company, this bonus will be paid by the relevant subsidiary for services rendered for the benefit of these subsidiaries. The aggregate amount of all bonuses will equal EUR 4.03 million, to be increased, in the event of a successful counterbid or higher bid, by an amount equal to 1% of the excess transaction value of such counterbid or higher bid. The bonuses will only be due in case of a successful closing of the takeover bid on the Company that was announced on 21 September 2012 (or a thereto related counterbid or higher bid) | Management | For | For | ||||||||
3 | The meeting approves the clause that is enshrined in the management services agreement of the CEO of the Company dated 19 June 2012 that, in case of a change of control within the Company, provides for an accelerated granting of 32,211 warrants at an exercise price of EUR 5.43 per warrant and for an accelerated becoming due of certain bonuses by the subsidiaries of the Company, the maximum aggregate amount of which is EUR 557,668, which would, in principle, have become due in the course of the agreement | Management | For | For |
CHICAGO BRIDGE & IRON COMPANY N.V.
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Security | 167250109 | Meeting Type | Special | |||||
Ticker Symbol | CBI | Meeting Date | 18-Dec-2012 | |||||
ISIN | US1672501095 | Agenda | 933710421 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | TO APPROVE THE CONSUMMATION BY CHICAGO BRIDGE & IRON COMPANY N.V (“CB&I”) OF THE TRANSACTIONS CONTEMPLATED BY THE TRANSACTION AGREEMENT, DATED AS OF JULY 30, 2012, BETWEEN CB&I, THE SHAW GROUP INC. AND CRYSTAL ACQUISITION SUBSIDIARY INC. A WHOLLY OWNED SUBSIDIARY OF CB&I, AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME (THE “CB&I ACQUISITION PROPOSAL”). | Management | For | For | ||||||||
2. | TO ADJOURN THE SPECIAL GENERAL MEETING OF THE SHAREHOLDERS OF CB&I, IF NECESSARY, TO SUCH DATE, TIME AND PLACE AS SHALL BE SPECIFIED BY THE CB&I MANAGEMENT BOARD, IN ORDER TO ENABLE THE CB&I SUPERVISORY AND MANAGEMENT BOARDS TO SOLICIT ADDITIONAL PROXIES TO APPROVE THE CB&I ACQUISITION PROPOSAL. | Management | For | For |
CHICAGO BRIDGE & IRON COMPANY N.V.
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Security | 167250109 | Meeting Type | Special | |||||
Ticker Symbol | CBI | Meeting Date | 18-Dec-2012 | |||||
ISIN | US1672501095 | Agenda | 933713958 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | TO APPROVE THE CONSUMMATION BY CHICAGO BRIDGE & IRON COMPANY N.V (“CB&I”) OF THE TRANSACTIONS CONTEMPLATED BY THE TRANSACTION AGREEMENT, DATED AS OF JULY 30, 2012, BETWEEN CB&I, THE SHAW GROUP INC. AND CRYSTAL ACQUISITION SUBSIDIARY INC. A WHOLLY OWNED SUBSIDIARY OF CB&I, AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME (THE “CB&I ACQUISITION PROPOSAL”). | Management | For | For | ||||||||
2. | TO ADJOURN THE SPECIAL GENERAL MEETING OF THE SHAREHOLDERS OF CB&I, IF NECESSARY, TO SUCH DATE, TIME AND PLACE AS SHALL BE SPECIFIED BY THE CB&I MANAGEMENT BOARD, IN ORDER TO ENABLE THE CB&I SUPERVISORY AND MANAGEMENT BOARDS TO SOLICIT ADDITIONAL PROXIES TO APPROVE THE CB&I ACQUISITION PROPOSAL. | Management | For | For |
THE SHAW GROUP INC.
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Security | 820280105 | Meeting Type | Special | |||||
Ticker Symbol | SHAW | Meeting Date | 21-Dec-2012 | |||||
ISIN | US8202801051 | Agenda | 933709795 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
01 | PROPOSAL TO APPROVE THE TRANSACTION AGREEMENT (AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME, THE “TRANSACTION AGREEMENT”), DATED AS OF JULY 30, 2012, BETWEEN | Management | For | For |
SHAW, CHICAGO BRIDGE & IRON COMPANY N.V. (“CB&I”) AND CRYSTAL ACQUISITION SUBSIDIARY INC., A WHOLLY OWNED SUBSIDIARY OF CB&I (“ACQUISITION SUB”), PURSUANT TO WHICH ACQUISITION SUB WILL MERGE WITH AND INTO SHAW. | ||||||||||||
02 | PROPOSAL, ON AN ADVISORY (NON- BINDING) BASIS, TO APPROVE THE COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO SHAW’S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE TRANSACTION. | Management | For | For | ||||||||
03 | PROPOSAL TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY, TO ENABLE THE BOARD OF DIRECTORS OF SHAW TO SOLICIT ADDITIONAL PROXIES TO APPROVE THE TRANSACTION AGREEMENT. | Management | For | For |
METROPOLITAN HEALTH NETWORKS, INC.
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Security | 592142103 | Meeting Type | Special | |||||
Ticker Symbol | MDF | Meeting Date | 21-Dec-2012 | |||||
ISIN | US5921421039 | Agenda | 933713376 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | TO ADOPT AND APPROVE THE AGREEMENT AND PLAN OF MERGER, AMONG HUMANA INC. MINER ACQUISITION SUBSIDIARY, INC., A WHOLLY-OWNED SUBSIDIARY OF HUMANA, INC., AND METROPOLITAN HEALTH NETWORKS, INC., PURSUANT TO WHICH METROPOLITAN HEALTH NETWORKS, INC., WILL BECOME A WHOLLY-OWNED SUBSIDIARY OF HUMANA, INC. WHICH IS REFERRED TO AS THE MERGER, AND TO APPROVE THE MERGER. | Management | For | For | ||||||||
2. | A PROPOSAL TO APPROVE AN ADJOURNMENT OF THE METROPOLITAN SPECIAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF THE FOREGOING PROPOSAL. | Management | For | For | ||||||||
3. | A PROPOSAL TO APPROVE, ON AN ADVISORY (NON-BINDING) BASIS, THE “GOLDEN PARACHUTE” COMPENSATION PAYMENTS THAT WILL OR MAY BE PAID BY METROPOLITAN TO ITS NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER. | Management | For | For |
THE SHAW GROUP INC.
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Security | 820280105 | Meeting Type | Special | |||||
Ticker Symbol | SHAW | Meeting Date | 21-Dec-2012 | |||||
ISIN | US8202801051 | Agenda | 933717172 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
01 | PROPOSAL TO APPROVE THE TRANSACTION AGREEMENT (AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME, THE “TRANSACTION AGREEMENT”), DATED AS OF JULY 30, 2012, BETWEEN SHAW, CHICAGO BRIDGE & IRON COMPANY N.V. (“CB&I”) AND CRYSTAL ACQUISITION SUBSIDIARY INC., A WHOLLY OWNED SUBSIDIARY OF CB&I (“ACQUISITION SUB”), PURSUANT TO WHICH ACQUISITION SUB WILL MERGE WITH AND INTO SHAW. | Management | For | For | ||||||||
02 | PROPOSAL, ON AN ADVISORY (NON- BINDING) BASIS, TO APPROVE THE COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO SHAW’S NAMED | Management | For | For |
EXECUTIVE OFFICERS IN CONNECTION WITH THE TRANSACTION. | ||||||||||||
03 | PROPOSAL TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY, TO ENABLE THE BOARD OF DIRECTORS OF SHAW TO SOLICIT ADDITIONAL PROXIES TO APPROVE THE TRANSACTION AGREEMENT. | Management | For | For |
ROBBINS & MYERS, INC.
| ||||||||
Security | 770196103 | Meeting Type | Special | |||||
Ticker Symbol | RBN | Meeting Date | 27-Dec-2012 | |||||
ISIN | US7701961036 | Agenda | 933715368 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AUGUST 8, 2012, BY AND AMONG NATIONAL OILWELL VARCO, INC., RAVEN PROCESS CORP., AND ROBBINS & MYERS, INC. AND APPROVE THE TRANSACTIONS CONTEMPLATED BY THAT AGREEMENT. | Management | For | For | ||||||||
2. | APPROVAL IN AN ADVISORY (NON-BINDING) VOTE OF THE COMPENSATION PAID TO THE COMPANY’S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER. | Management | For | For | ||||||||
3. | ANY ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IN THE EVENT THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING OR ANY ADJOURNMENT TO ADOPT THE MERGER AGREEMENT. | Management | For | For |
SUNRISE SENIOR LIVING, INC.
| ||||||||
Security | 86768K106 | Meeting Type | Special | |||||
Ticker Symbol | SRZ | Meeting Date | 07-Jan-2013 | |||||
ISIN | US86768K1060 | Agenda | 933717348 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF AUGUST 21, 2012, BY AND AMONG SUNRISE SENIOR LIVING, INC. (“SUNRISE”), HEALTH CARE REIT, INC., BREWER HOLDCO, INC., BREWER HOLDCO SUB, INC. AND RED FOX, INC., ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. | Management | For | For | ||||||||
2. | TO APPROVE AN ADVISORY, NONBINDING VOTE REGARDING THE COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO SUNRISE NAMED EXECUTIVE OFFICERS THAT IS BASED ON OR OTHERWISE RELATES TO THE MERGER. | Management | For | For | ||||||||
3. | TO APPROVE THE ADJOURNMENT OR POSTPONEMENT OF THE SPECIAL MEETING TO A LATER DATE OR TIME, IF NECESSARY OR APPROPRIATE IN THE VIEW OF THE SUNRISE BOARD OF DIRECTORS, TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF THE PROPOSAL TO ADOPT THE MERGER AGREEMENT IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF. | Management | For | For |
RETALIX LTD.
| ||||||||
Security | M8215W109 | Meeting Type | Special | |||||
Ticker Symbol | RTLX | Meeting Date | 07-Jan-2013 | |||||
ISIN | IL0010806706 | Agenda | 933719493 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | APPROVAL OF THE MERGER OF THE COMPANY WITH MERGER SUB, AN INDIRECT, WHOLLYOWNED SUBSIDIARY OF NCR, INCLUDING APPROVAL OF: (I) THE MERGER; (II) THE MERGER AGREEMENT; (III) THE MERGER CONSIDERATION, WITHOUT ANY INTEREST THEREON; (IV) THE CONVERSION OF EACH OUTSTANDING OPTION, AND EACH WARRANT, TO PURCHASE ONE ORDINARY SHARE; (V) ALL OTHER TRANSACTIONS AND ARRANGEMENTS CONTEMPLATED BY THE MERGER AGREEMENT.(ALL CAPITALIZED TERMS ARE DEFINED IN THE ACCOMPANYING PROXY STATEMENT.) | Management | For | For | ||||||||
2. | TO ACT UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT OR ADJOURNMENTS THEREOF. | Management | For | For |
METROVACESA SA, MADRID
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Security | E7409N148 | Meeting Type | ExtraOrdinary General Meeting | |||||
Ticker Symbol | Meeting Date | 29-Jan-2013 | ||||||
ISIN | ES0154220414 | Agenda | 704222188 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1 | Ratify the appointment by cooption of D. Ignacio Moreno Martinez as Director | Management | For | For | ||||||||
2 | Examination and approval, if applicable, the delisting from the Stock Exchange of the shares representing the capital of Metrovacesa, SA and the approval of a tender offer for shares in the company made by third party shareholders | Management | For | For | ||||||||
3 | Delegation of powers to formalize, registration, development, interpretation, correction and implementation of the resolutions adopted | Management | For | For | ||||||||
CMMT | PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE IN RECORD DATE FROM 23 JAN 2-013 TO 22 JAN 2013. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETU-RN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THAN-K YOU. | Non-Voting |
FRASER & NEAVE LTD
| ||||||||
Security | Y2642C155 | Meeting Type | Annual General Meeting | |||||
Ticker Symbol | Meeting Date | 29-Jan-2013 | ||||||
ISIN | SG1T58930911 | Agenda | 704225401 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1 | To receive and adopt the report of the directors and audited financial statements for the year ended 30 September 2012 | Management | For | For | ||||||||
2 | To approve a final tax-exempt (one-tier) dividend of 12.0 cents per share in respect of the year ended 30 September 2012 | Management | For | For | ||||||||
3.a | That Ms Maria Mercedes Corrales, who retires by rotation, be and is hereby re-appointed as a director of the Company | Management | For | For | ||||||||
3.b | That Mr Lee Hsien Yang, who retires by rotation, be and is hereby re-appointed as a Director of the Company | Management | For | For | ||||||||
3.c | That Mr Nicky Tan Ng Kuang, who retires by rotation, be and is hereby re-appointed as a Director of the Company | Management | For | For |
4 | To approve directors’ fees of SGD 2,900,000 payable by the company for the year ending 30 September 2013 (last year: SGD 2,900,000) | Management | For | For | ||||||||
5 | To re-appoint auditors for the ensuing year and authorise the directors to fix their remuneration | Management | For | For | ||||||||
6 | That authority be and is hereby given to the directors of the company to: (a) (i) issue shares in the capital of the company (“shares”) whether by way of rights or bonus; and/or (ii) make or grant offers, agreements or options (collectively, “instruments”) that might or would require shares to be issued, including but not limited to the creation and issue of (as well as adjustments to) warrants, debentures or other instruments convertible into shares, on a pro rata basis to shareholders of the company at any time and upon such terms and conditions and for such purposes as the directors may in their absolute discretion deem fit; and (b) (notwithstanding the authority conferred by this resolution may have ceased to be in force) issue shares in pursuance of any instrument made or granted by the directors while this CONTD | Management | For | For | ||||||||
CONT | CONTD resolution was in force, provided that: (1) the aggregate number of-shares to be issued pursuant to this resolution (including shares to be-issued in pursuance of instruments made or granted pursuant to this-resolution) does not exceed 50% of the total number of issued shares in the-capital of the company, excluding treasury shares (as calculated in-accordance with sub- paragraph (2) below); (2) (subject to such manner of-calculation as may be prescribed by the Singapore exchange securities trading-limited (“SGX-ST”)) for the purpose of determining the aggregate number of-shares that may be issued under sub-paragraph (1) above, the total number of-issued shares, excluding treasury shares, shall be based on the total number-of issued shares in the capital of the company, excluding treasury shares, at-the time this CONTD | Non-Voting | ||||||||||
CONT | CONTD resolution is passed, after adjusting for: (i) new shares arising from-the conversion or exercise of any convertible securities or share options or-vesting of share awards which are outstanding or subsisting at the time this- resolution is passed; and (ii) any subsequent bonus issue, consolidation or-subdivision of shares; (3) in exercising the authority conferred by this-resolution, the company shall comply with the provisions of the listing-manual of the SGX- ST for the time being in force (unless such compliance has-been waived by the SGX-ST) and the articles of association for the time being- of the company; and (4) (unless revoked or varied by the company in general-meeting) the authority conferred by this resolution shall continue in force-until the conclusion of the next annual general meeting of the company or- CONTD | Non-Voting | ||||||||||
CONT | CONTD the date by which the next annual general meeting of the company is-required by law to be held, whichever is the earlier | Non-Voting | ||||||||||
7 | That approval be and is hereby given to the directors of the company to allot and issue from time to time such number of ordinary shares in the capital of the company as may be required to be issued pursuant to the exercise of options under the Fraser and Neave, Limited Executives’ share option scheme 1999 (the “1999 scheme”), provided that the aggregate number of ordinary shares to be issued pursuant to the 1999 scheme shall not exceed 15% of the total number of issued ordinary shares in the capital of the company, excluding treasury shares, from time to time | Management | For | For | ||||||||
8 | That approval be and is hereby given to the directors of the company to: (a) grant awards in | Management | For | For |
accordance with the provisions of the F&N restricted share plan (the “Restricted Share Plan”) and/or the F&N performance share plan (the “Performance Share Plan”); and (b) allot and issue such number of ordinary shares in the capital of the company as may be required to be delivered pursuant to the vesting of awards under the restricted share plan and/or the performance share plan, provided that the aggregate number of new ordinary shares allotted and issued and/or to be allotted and issued, when aggregated with existing ordinary shares in the capital of the company (including shares held in treasury) delivered and/or to be delivered, pursuant to the restricted share plan and the performance share plan, shall not exceed 10% of CONTD | ||||||||||||
CONT | CONTD the total number of issued ordinary shares in the capital of the-company, excluding treasury shares, from time to time | Non-Voting | ||||||||||
9 | That authority be and is hereby given to the directors of the company to allot and issue from time to time such number of ordinary shares in the capital of the company as may be required to be allotted and issued pursuant to the Fraser and Neave, Limited scrip dividend scheme | Management | For | For | ||||||||
10 | That: (a) for the purposes of sections 76C and 76E of the companies act, chapter 50 of Singapore (the “companies act”), the exercise by the directors of the company of all the powers of the company to purchase or otherwise acquire issued ordinary shares in the capital of the company (the “shares”) not exceeding in aggregate the maximum percentage (as hereafter defined), at such price or prices as may be determined by the directors from time to time up to the maximum price (as hereafter defined), whether by way of: (i) market purchase(s) on the SGX-ST transacted through the SGX-ST trading system and/or any other securities exchange on which the shares may for the time being be listed and quoted (“Other Exchange”); and/or (ii) off- market purchase(s) (if effected otherwise than on the SGX-ST or, as the case may be, other CONTD | Management | For | For | ||||||||
CONT | CONTD exchange) in accordance with any equal access scheme(s) as may be-determined or formulated by the directors as they consider fit, which-scheme(s) shall satisfy all the conditions prescribed by the companies act,-and otherwise in accordance with all other laws and regulations and rules of-the SGX-ST or, as the case may be, other exchange as may for the time being-be applicable, be and is hereby authorised and approved generally and-unconditionally (the “share purchase mandate”); (b) unless varied or revoked-by the company in general meeting, the authority conferred on the directors-of the company pursuant to the share purchase mandate may be exercised by the-directors at any time and from time to time during the period commencing from-the date of the passing of this resolution and expiring on the earliest of:-(i) CONTD | Non-Voting | ||||||||||
CONT | CONTD the date on which the next annual general meeting of the company is-held; (ii) the date by which the next annual general meeting of the company-is required by law to be held; and (iii) the date on which purchases and-acquisitions of shares pursuant to the share purchase mandate are carried out-to the full extent mandated; (c) in this resolution: “Average Closing Price”-means the average of the closing market prices of a share over the five-consecutive market days on which the shares are transacted on the SGX-ST or,-as the case may be, other exchange, immediately preceding the date of the- market purchase by the company or, as the case may be, the date of the making-of the offer | Non-Voting |
pursuant to the off-market purchase, and deemed to be adjusted,-in accordance with the listing rules of the SGX-ST, tor any corporate action- CONTD | ||||||||||||
CONT | CONTD that occurs after the relevant five-day period; “date of the making of-the offer” means the date on which the company makes an offer for the-purchase or acquisition of shares from holders of shares, stating therein the-relevant terms of the equal access scheme for effecting the off-market-purchase; “Market Day” means a day on which the SGX-ST is open for trading in- securities; “Maximum Percentage” means that number of issued shares-representing 7% of the issued shares as at the date of the passing of this-resolution (excluding any shares which are held as treasury shares as at that-date); and “Maximum Price” in relation to a share to be purchased or-acquired, means the purchase price (excluding related brokerage, commission,- applicable goods and services tax, stamp duties, clearance fees and other-related expenses) CONTD | Non-Voting | ||||||||||
CONT | CONTD which shall not exceed 105% of the average closing price of the shares;-and (d) the directors of the company and/or any of them be and are hereby-authorised to complete and do all such acts and things (including executing-such documents as may be required) as they and/or he may consider expedient-or necessary to give effect to the transactions contemplated and/or- authorised by this resolution | Non-Voting | ||||||||||
11 | To transact any other business which may properly be brought forward | Management | Against | Against | ||||||||
CMMT | PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘AGAINST’ ONLY-FOR ALL RESOLUTIONS. THANK YOU. | Non-Voting | ||||||||||
CMMT | PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF ADDITIONAL COMMENT. IF Y-OU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLES-S YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. | Non-Voting |
RALCORP HOLDINGS, INC.
| ||||||||
Security | 751028101 | Meeting Type | Special | |||||
Ticker Symbol | RAH | Meeting Date | 29-Jan-2013 | |||||
ISIN | US7510281014 | Agenda | 933723543 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | TO APPROVE THE AGREEMENT AND PLAN OF MERGER, DATED AS OF NOVEMBER 26, 2012, AMONG RALCORP HOLDINGS, INC., CONAGRA FOODS, INC. AND PHOENIX ACQUISITION SUB INC., A WHOLLY OWNED SUBSIDIARY OF CONAGRA FOODS, INC., AS IT MAY BE AMENDED FROM TIME TO TIME, PURSUANT TO WHICH PHOENIX ACQUISITION SUB INC. WILL MERGE WITH AND INTO RALCORP HOLDINGS, INC. | Management | For | For | ||||||||
2. | TO APPROVE, ON AN ADVISORY (NON- BINDING) BASIS, THE COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO RALCORP HOLDINGS, INC.‘S NAMED EXECUTIVE OFFICERS THAT IS BASED ON OR OTHERWISE RELATES TO THE MERGER OF PHOENIX ACQUISITION SUB INC. WITH AND INTO RALCORP HOLDINGS, INC. | Management | For | For | ||||||||
3. | TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING TO A LATER DATE OR TIME, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IN THE EVENT THERE ARE INSUFFICIENT VOTES AT | Management | For | For |
THE TIME OF THE SPECIAL MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF TO APPROVE PROPOSAL 1. |
YM BIOSCIENCES INC.
| ||||||||
Security | 984238105 | Meeting Type | Special | |||||
Ticker Symbol | YMI | Meeting Date | 31-Jan-2013 | |||||
ISIN | CA9842381050 | Agenda | 933724608 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
01 | THE SPECIAL RESOLUTION (THE “ARRANGEMENT RESOLUTION”), THE FULL TEXT OF WHICH IS ATTACHED AS SCHEDULE B TO THE MANAGEMENT PROXY CIRCULAR DATED DECEMBER 31, 2012, WITH OR WITHOUT VARIATION, APPROVING AN ARRANGEMENT UNDER SECTION 130 OF THE COMPANIES ACT (NOVA SCOTIA) BETWEEN THE COMPANY, ITS SHAREHOLDERS, GILEAD SCIENCES, INC. AND 3268218 NOVA SCOTIA LIMITED (THE “PURCHASER”) PURSUANT TO WHICH, AMONG OTHER THINGS, THE PURCHASER WILL ACQUIRE ALL OF THE ISSUED AND OUTSTANDING COMMON SHARES OF THE COMPANY AT A PRICE OF U.S.$2.95 PER COMMON SHARE IN CASH. | Management | For | For |
CYMER, INC.
| ||||||||
Security | 232572107 | Meeting Type | Special | |||||
Ticker Symbol | CYMI | Meeting Date | 05-Feb-2013 | |||||
ISIN | US2325721072 | Agenda | 933725458 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | TO APPROVE THE AGREEMENT AND PLAN OF MERGER, DATED AS OF OCTOBER 16, 2012, BY AND AMONG ASML HOLDING N.V., AMSL US INC., KONA TECHNOLOGIES, LLC., KONA ACQUISITION COMPANY, INC. AND CYMER, INC., AS MAY BE AMENDED. | Management | For | For | ||||||||
2. | TO ADJOURN THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES TO APPROVE THE FOREGOING PROPOSAL. | Management | For | For | ||||||||
3. | TO APPROVE A NON-BINDING ADVISORY PROPOSAL TO APPROVE CERTAIN COMPENSATION ARRANGEMENTS FOR CYMER’S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER. | Management | For | For |
GRUPO MODELO SAB DE CV
| ||||||||
Security | P4833F104 | Meeting Type | Ordinary General Meeting | |||||
Ticker Symbol | Meeting Date | 06-Feb-2013 | ||||||
ISIN | MXP4833F1044 | Agenda | 704246049 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
CMMT | PLEASE NOTE THAT ONLY MEXICAN NATIONALS MAY PARTICIPATE IN THIS MEETING-THEREFORE THESE SHARES HAVE NO VOTING RIGHTS | Non-Voting | ||||||||||
I | Discussion and approval, if deemed appropriate, for the declaration of a-dividend in an amount and under the terms and conditions that are approved by-the general meeting of shareholders, after approval of the financial- | Non-Voting |
statements of the company to December 31, 2012. Resolutions in this regard | ||||||||||||
II | Designation of delegates who will carry out the resolutions passed by this-general meeting and, if deemed appropriate, formalize them as appropriate | Non-Voting |
MIPS TECHNOLOGIES, INC.
| ||||||||
Security | 604567107 | Meeting Type | Annual | |||||
Ticker Symbol | MIPS | Meeting Date | 06-Feb-2013 | |||||
ISIN | US6045671079 | Agenda | 933725129 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | ADOPTION AND APPROVAL OF THE PATENT SALE AGREEMENT, DATED AS OF NOVEMBER 5, 2012, BY AND BETWEEN BRIDGE CROSSING, LLC AND MIPS TECHNOLOGIES. | Management | For | For | ||||||||
2. | ADOPTION AND APPROVAL OF THE CERTIFICATE OF AMENDMENT TO MIPS TECHNOLOGIES AMENDED AND RESTATED CERTIFICATE OF INCORPORATION. | Management | For | For | ||||||||
3. | ADOPTION AND APPROVAL OF THE AGREEMENT AND PLAN OF MERGER, BY AND AMONG MIPS TECHNOLOGIES, IMAGINATION TECHNOLOGIES GROUP PLC, AND IMAGINATION ACQUISITION SUB, INC., AS AMENDED. | Management | For | For | ||||||||
4. | DIRECTOR | Management | ||||||||||
1 FRED M. GIBBONS | For | For | ||||||||||
2 JEFFREY S. MCCREARY | For | For | ||||||||||
3 SANDEEP VIJ | For | For | ||||||||||
5. | RATIFICATION OF APPOINTMENT BY MIPS TECHNOLOGIES OF ERNST & YOUNG LLP TO SERVE AS THE COMPANY’S INDEPENDENT AUDITORS. | Management | For | For | ||||||||
6. | APPROVAL, OF THE MERGER AND OTHER TRANSACTION-RELATED EXECUTIVE COMPENSATION ARRANGEMENTS OF NAMED EXECUTIVE OFFICERS. | Management | For | For | ||||||||
7. | APPROVAL, OF THE COMPENSATION OF NAMED EXECUTIVE OFFICERS AS DISCLOSED PURSUANT TO ITEM 402 OF REGULATION S-K. | Management | For | For | ||||||||
8. | APPROVAL OF THE ADJOURNMENT OF THE ANNUAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES TO ADOPT THE PATENT SALE AGREEMENT, CERTIFICATE OF AMENDMENT AND MERGER AGREEMENT. | Management | For | For |
ELOQUA, INC.
| ||||||||
Security | 290139104 | Meeting Type | Special | |||||
Ticker Symbol | ELOQ | Meeting Date | 08-Feb-2013 | |||||
ISIN | US2901391043 | Agenda | 933727654 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF DECEMBER 19, 2012, AMONG ELOQUA, INC., (“ELOQUA”), OC ACQUISITION LLC (“PARENT”), A DELAWARE LIMITED LIABILITY COMPANY AND WHOLLY OWNED SUBSIDIARY OF ORACLE CORPORATION (“ORACLE”), ESPERANZA ACQUISITION CORPORATION, A DELAWARE CORPORATION AND WHOLLY OWNED SUBSIDIARY OF PARENT, AND ORACLE. | Management | For | For | ||||||||
2. | A PROPOSAL TO APPROVE ONE OR MORE | Management | For | For |
ADJOURNMENTS OR POSTPONEMENTS OF THE SPECIAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF ELOQUA HAS NOT OBTAINED SUFFICIENT AFFIRMATIVE STOCKHOLDER VOTES TO ADOPT THE MERGER AGREEMENT. |
KBW, INC.
| ||||||||
Security | 482423100 | Meeting Type | Special | |||||
Ticker Symbol | KBW | Meeting Date | 12-Feb-2013 | |||||
ISIN | US4824231009 | Agenda | 933725181 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF NOVEMBER 5, 2012 (AS IT MAY BE AMENDED FROM TIME TO TIME, THE “MERGER AGREEMENT”), AMONG STIFEL FINANCIAL CORP., SFKBW ONE, INC., SFKBW TWO, LLC, AND KBW, INC., AND THEREBY TO APPROVE THE TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT, INCLUDING THE MERGER OF SFKBW ONE, INC. WITH AND INTO KBW, INC. | Management | For | For | ||||||||
2. | TO CONSIDER AND VOTE ON A PROPOSAL TO APPROVE, BY A NON-BINDING, ADVISORY VOTE, CERTAIN COMPENSATION ARRANGEMENTS FOR KBW, INC.‘S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER. | Management | For | For | ||||||||
3. | TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY, FOR ANY PURPOSE, INCLUDING TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES TO ADOPT THE MERGER AGREEMENT AND THEREBY TO APPROVE THE TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT, INCLUDING THE MERGER, AT THE TIME OF THE SPECIAL MEETING. | Management | For | For |
THE WARNACO GROUP, INC.
| ||||||||
Security | 934390402 | Meeting Type | Special | |||||
Ticker Symbol | WRC | Meeting Date | 13-Feb-2013 | |||||
ISIN | US9343904028 | Agenda | 933727008 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF OCTOBER 29, 2012, AMONG THE WARNACO GROUP, INC., PVH CORP., AND WAND ACQUISITION CORP., A WHOLLY OWNED SUBSIDIARY OF PVH CORP., AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME (THE “MERGER AGREEMENT”). | Management | For | For | ||||||||
2. | PROPOSAL TO APPROVE THE (NON- BINDING) ADVISORY RESOLUTION ON MERGER-RELATED COMPENSATION FOR NAMED EXECUTIVE OFFICERS. | Management | For | For | ||||||||
3. | PROPOSAL TO ADJOURN THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO ADOPT THE MERGER AGREEMENT. | Management | For | For |
PSS WORLD MEDICAL, INC.
| ||||||||
Security | 69366A100 | Meeting Type | Special | |||||
Ticker Symbol | PSSI | Meeting Date | 19-Feb-2013 | |||||
ISIN | US69366A1007 | Agenda | 933727349 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | TO APPROVE THE AGREEMENT AND PLAN OF MERGER, DATED AS OF OCTOBER 24, 2012, BY AND AMONG MCKESSON CORPORATION, PALM MERGER SUB, INC., AND PSS WORLD MEDICAL, INC. | Management | For | For | ||||||||
2. | TO APPROVE, ON A NON-BINDING ADVISORY BASIS, THE COMPENSATION THAT MAY BECOME PAYABLE TO THE COMPANY’S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER. | Management | For | For | ||||||||
3. | TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IN SUPPORT OF PROPOSAL 1 IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE MEETING TO APPROVE THE AGREEMENT AND PLAN OF MERGER. | Management | For | For |
ALTERRA CAPITAL HOLDINGS LIMITED
| ||||||||
Security | G0229R108 | Meeting Type | Special | |||||
Ticker Symbol | ALTE | Meeting Date | 26-Feb-2013 | |||||
ISIN | BMG0229R1088 | Agenda | 933728769 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | TO APPROVE AN AMENDMENT TO THE BYE- LAWS OF ALTERRA CAPITAL HOLDINGS LIMITED. | Management | For | For | ||||||||
2. | TO APPROVE AND ADOPT THE MERGER AGREEMENT AND THE MERGER. | Management | For | For | ||||||||
3. | TO CAST AN ADVISORY (NON-BINDING) VOTE TO APPROVE THE COMPENSATION THAT MAY BECOME PAID OR BECOME PAYABLE TO NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER. | Management | For | For | ||||||||
4. | TO TRANSACT SUCH OTHER BUSINESS, IF ANY, AS MAY LAWFULLY BE BROUGHT BEFORE THE ALTERRA SPECIAL GENERAL MEETING, INCLUDING A PROPOSAL TO APPROVE AN ADJOURNMENT OF THE ALTERRA SPECIAL GENERAL MEETING FOR THE SOLICITATION OF ADDITIONAL PROXIES FROM ALTERRA SHAREHOLDERS IN FAVOR OF ANY OF THE ABOVE PROPOSALS. | Management | For | For |
TRAUSON HOLDINGS COMPANY LTD, CAYMAN ISLANDS
| ||||||||
Security | G90137103 | Meeting Type | ExtraOrdinary General Meeting | |||||
Ticker Symbol | Meeting Date | 27-Feb-2013 | ||||||
ISIN | KYG901371032 | Agenda | 704265392 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
CMMT | PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘AGAINST’-ONLY FOR RESOLUTION “1”. THANK YOU. | Non-Voting | ||||||||||
CMMT | PLEASE NOTE THAT THE COMPANY NOTICE AND PROXY FORM ARE AVAILABLE BY CLICKING-ON THE URL LINKS:- http://www.hkexnews.hk/listedco/listconews/SEH K/2013/0207/LTN20130207013.pdf-AND- http://www.hkexnews.hk/listedco/listconews/SEH K/2013/0207/LTN20130207011.pdf | Non-Voting | ||||||||||
1 | To approve and confirm the Service Agreements dated January 17, 2013 entered between Stryker Singapore Pte Ltd and each of Mr. Qian Fu Qing and Mr. Qian Xiao Jin, pursuant to which each of Mr. Qian Fu Qing and Mr. Qian Xiao Jin will be | Management | For | For |
engaged as an independent service provider to provide certain services to Stryker Corporation,the Company and its subsidiaries for a period of three years |
METROPCS COMMUNICATIONS, INC.
| ||||||||
Security | 591708102 | Meeting Type | Special | |||||
Ticker Symbol | PCS | Meeting Date | 01-Mar-2013 | |||||
ISIN | US5917081029 | Agenda | 933738330 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | TO APPROVE THE STOCK ISSUANCE PROPOSAL | Management | ||||||||||
2. | TO APPROVE THE RECAPITALIZATION PROPOSAL | Management | ||||||||||
3. | TO APPROVE THE DECLASSIFICATION PROPOSAL | Management | ||||||||||
4. | TO APPROVE THE DEUTSCHE TELEKOM DIRECTOR DESIGNATION PROPOSAL | Management | ||||||||||
5. | TO APPROVE THE DIRECTOR REMOVAL PROPOSAL | Management | ||||||||||
6. | TO APPROVE THE DEUTSCHE TELEKOM APPROVALS PROPOSAL | Management | ||||||||||
7. | TO APPROVE THE CALLING OF STOCKHOLDER MEETING PROPOSAL | Management | ||||||||||
8. | TO APPROVE THE ACTION BY WRITTEN CONSENT PROPOSAL | Management | ||||||||||
9. | TO APPROVE THE BYLAW AMENDMENTS PROPOSAL | Management | ||||||||||
10. | TO APPROVE THE GOVERNING LAW AND EXCLUSIVE FORUM PROPOSAL | Management | ||||||||||
11. | TO APPROVE THE CHANGE IN CONTROL PAYMENTS PROPOSAL | Management | ||||||||||
12. | TO APPROVE THE ADJOURNMENT PROPOSAL | Management |
ZIPCAR, INC.
| ||||||||
Security | 98974X103 | Meeting Type | Special | |||||
Ticker Symbol | ZIP | Meeting Date | 07-Mar-2013 | |||||
ISIN | US98974X1037 | Agenda | 933733380 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF DECEMBER 31, 2012, BY AND AMONG AVIS BUDGET GROUP, INC., MILLENNIUM ACQUISITION SUB, INC. AND ZIPCAR, INC. (THE “COMPANY”), AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME. | Management | For | For | ||||||||
2. | PROPOSAL TO APPROVE, ON A NON- BINDING, ADVISORY BASIS, CERTAIN COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO THE COMPANY’S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER. | Management | For | For | ||||||||
3. | PROPOSAL TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE MEETING TO ADOPT THE MERGER AGREEMENT. | Management | For | For |
EPOCRATES INC
| ||||||||
Security | 29429D103 | Meeting Type | Special | |||||
Ticker Symbol | EPOC | Meeting Date | 11-Mar-2013 | |||||
ISIN | US29429D1037 | Agenda | 933734281 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF JANUARY 7, 2013, BY AND AMONG ATHENAHEALTH, INC., ECHO MERGER SUB, INC., A DIRECT WHOLLY-OWNED SUBSIDIARY OF ATHENAHEALTH, INC., AND EPOCRATES, INC. (THE “MERGER AGREEMENT”). | Management | For | For | ||||||||
2. | TO APPROVE, ON AN ADVISORY BASIS, THE MERGER-RELATED COMPENSATION FOR EPOCRATES’ NAMED EXECUTIVE OFFICERS. | Management | For | For | ||||||||
3. | TO VOTE TO ADJOURN THE SPECIAL MEETING, IF NECESSARY, FOR THE PURPOSE OF SOLICITING ADDITIONAL PROXIES TO VOTE IN FAVOR OF ADOPTION OF THE MERGER AGREEMENT. | Management | For | For |
SPARTECH CORPORATION
| ||||||||
Security | 847220209 | Meeting Type | Special | |||||
Ticker Symbol | SEH | Meeting Date | 12-Mar-2013 | |||||
ISIN | US8472202097 | Agenda | 933734077 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF OCTOBER 23, 2012, AS IT MAY BE AMENDED FROM TIME TO TIME, BY AND AMONG POLYONE CORPORATION, SPARTECH CORPORATION, 2012 REDHAWK, INC., AND 2012 REDHAWK, LLC. | Management | For | For | ||||||||
2. | PROPOSAL TO APPROVE, ON AN ADVISORY (NON-BINDING) BASIS, THE MERGER- RELATED EXECUTIVE OFFICER COMPENSATION PAYMENTS THAT WILL OR MAY BE PAID BY SPARTECH CORPORATION TO ITS NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER. | Management | For | For | ||||||||
3. | PROPOSAL TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES TO ADOPT THE MERGER AGREEMENT AT THE TIME OF THE SPECIAL MEETING. | Management | For | For |
WEST COAST BANCORP
| ||||||||
Security | 952145209 | Meeting Type | Special | |||||
Ticker Symbol | WCBO | Meeting Date | 18-Mar-2013 | |||||
ISIN | US9521452097 | Agenda | 933733568 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1 | TO APPROVE THE AGREEMENT AND PLAN OF MERGER, DATED AS OF SEPTEMBER 25, 2012, BY AND AMONG COLUMBIA BANKING SYSTEM, INC., WEST COAST BANCORP, AND SUB (AS DEFINED THEREIN) (THE “MERGER PROPOSAL”). | Management | For | For | ||||||||
2 | TO APPROVE, ON A NON-BINDING, ADVISORY BASIS, THE COMPENSATION TO BE PAID TO WEST COAST BANCORP’S NAMED EXECUTIVE OFFICERS THAT IS BASED ON OR OTHERWISE RELATES TO THE MERGER (THE “MERGER-RELATED NAMED EXECUTIVE OFFICER COMPENSATION PROPOSAL”). | Management | For | For | ||||||||
3 | TO APPROVE ONE OR MORE ADJOURNMENTS OF THE SPECIAL MEETING OF THE SHAREHOLDERS OF WEST COAST BANCORP, IF NECESSARY OR | Management | For | For |
APPROPRIATE, INCLUDING ADJOURNMENTS TO PERMIT FURTHER SOLICITATION OF PROXIES IN FAVOR OF THE MERGER PROPOSAL (THE “WEST COAST ADJOURNMENT PROPOSAL”). |
EPOCH HOLDING CORPORATION
| ||||||||
Security | 29428R103 | Meeting Type | Special | |||||
Ticker Symbol | EPHC | Meeting Date | 26-Mar-2013 | |||||
ISIN | US29428R1032 | Agenda | 933737895 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | ADOPT THE AGREEMENT AND PLAN OF MERGER (THE “MERGER AGREEMENT”), BY AND BETWEEN EPOCH HOLDING CORPORATION (“EPOCH”), THE TORONTO- DOMINION BANK (“TD”) AND EMPIRE MERGER SUB, INC. (“MERGER SUB”), WHICH PROVIDES FOR THE MERGER OF MERGER SUB, A WHOLLY OWNED SUBSIDIARY OF TD, WITH AND INTO EPOCH, WITH EPOCH CONTINUING AS THE SURVIVING CORPORATION (“MERGER”). | Management | For | For | ||||||||
2. | TO APPROVE, IN A NON-BINDING ADVISORY VOTE, CERTAIN COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO EPOCH’S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE CONSUMMATION OF THE MERGER. | Management | For | For | ||||||||
3. | TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE IN THE VIEW OF THE EPOCH BOARD OF DIRECTORS, TO PERMIT FURTHER SOLICITATION OF PROXIES IF THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO ADOPT THE MERGER AGREEMENT. | Management | For | For |
JUPITER TELECOMMUNICATIONS CO.,LTD.
| ||||||||
Security | J28710101 | Meeting Type | Annual General Meeting | |||||
Ticker Symbol | Meeting Date | 27-Mar-2013 | ||||||
ISIN | JP3392750000 | Agenda | 704317937 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1 | Approve Appropriation of Surplus | Management | For | For | ||||||||
2.1 | Appoint a Director | Management | For | For | ||||||||
2.2 | Appoint a Director | Management | For | For | ||||||||
2.3 | Appoint a Director | Management | For | For | ||||||||
2.4 | Appoint a Director | Management | For | For | ||||||||
2.5 | Appoint a Director | Management | For | For | ||||||||
2.6 | Appoint a Director | Management | For | For | ||||||||
2.7 | Appoint a Director | Management | For | For | ||||||||
2.8 | Appoint a Director | Management | For | For | ||||||||
2.9 | Appoint a Director | Management | For | For | ||||||||
2.10 | Appoint a Director | Management | For | For | ||||||||
2.11 | Appoint a Director | Management | For | For | ||||||||
3 | Appoint a Corporate Auditor | Management | For | For |
ACME PACKET, INC.
| ||||||||
Security | 004764106 | Meeting Type | Special | |||||
Ticker Symbol | APKT | Meeting Date | 28-Mar-2013 | |||||
ISIN | US0047641065 | Agenda | 933739205 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | ADOPT THE AGREEMENT AND PLAN OF MERGER AMONG ACME PACKET, INC., (“ACME PACKET”), OC ACQUISITION LLC (“PARENT”), A DELAWARE LIMITED LIABILITY COMPANY AND WHOLLY OWNED SUBSIDIARY OF ORACLE CORPORATION (“ORACLE”), ANDES ACQUISITION CORPORATION, AND ORACLE, SOLELY WITH RESPECT TO CERTAIN OBLIGATIONS SET FORTH THEREIN, AS IT MAY BE AMENDED FROM TIME TO TIME. | Management | For | For | ||||||||
2. | A PROPOSAL TO APPROVE, ON A NON- BINDING, ADVISORY BASIS, THE COMPENSATION THAT MAY BECOME PAYABLE TO ACME PACKET’S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE COMPLETION OF THE MERGER. | Management | For | For | ||||||||
3. | A PROPOSAL TO APPROVE ONE OR MORE ADJOURNMENTS OR POSTPONEMENTS OF THE SPECIAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF ACME PACKET HAS NOT OBTAINED SUFFICIENT AFFIRMATIVE STOCKHOLDER VOTES TO ADOPT THE MERGER AGREEMENT. | Management | For | For |
CITIZENS REPUBLIC BANCORP, INC.
| ||||||||
Security | 174420307 | Meeting Type | Special | |||||
Ticker Symbol | CRBC | Meeting Date | 05-Apr-2013 | |||||
ISIN | US1744203076 | Agenda | 933740789 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1 | TO APPROVE THE MERGER AGREEMENT, DATED AS OF SEPTEMBER 12, 2012, BY AND BETWEEN FIRSTMERIT CORPORATION AND CITIZENS REPUBLIC BANCORP, INC. AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME (THE “CITIZENS MERGER PROPOSAL”) | Management | For | For | ||||||||
2 | TO APPROVE, ON AN ADVISORY BASIS ONLY, THE PAYMENT OF CERTAIN COMPENSATION TO CITIZENS’ NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER (THE “CITIZENS MERGER-RELATED COMPENSATION PROPOSAL”) | Management | For | For | ||||||||
3 | TO APPROVE A PROPOSAL GRANTING THE CITIZENS BOARD THE RIGHT TO ADJOURN, POSTPONE OR CONTINUE THE SPECIAL MEETING ON ONE OR MORE OCCASIONS, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES, IN THE EVENT THAT THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE THE CITIZENS MERGER AGREEMENT PROPOSAL (THE “CITIZENS ADJOURNMENT PROPOSAL”) | Management | For | For |
TNT EXPRESS NV, AMSTERDAM
| ||||||||
Security | N8726Y106 | Meeting Type | Annual General Meeting | |||||
Ticker Symbol | Meeting Date | 10-Apr-2013 | ||||||
ISIN | NL0009739424 | Agenda | 704284114 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1 | Open meeting and receive announcements | Non-Voting | ||||||||||
2 | Presentation by Bernard Bot, CEO AD Interim | Non-Voting |
3 | Receive report of management board and supervisory board | Non-Voting | ||||||||||
4 | Discussion on company’s corporate governance structure | Non-Voting | ||||||||||
5 | Adopt financial statements and statutory reports | Management | ||||||||||
6.A | Receive explanation on company’s reserves and dividend policy | Non-Voting | ||||||||||
6.B | Approve dividends of EUR 0.03 per share | Management | ||||||||||
7 | Approve discharge of management board | Management | ||||||||||
8 | Approve discharge of supervisory board | Management | ||||||||||
9 | Elect Louis Willem (Tex) Gunning to executive board | Management | ||||||||||
10.A | Re-elect Shemaya Levy to supervisory board | Management | ||||||||||
10.B | Re-elect Margot Scheltema to supervisory board | Management | ||||||||||
10.C | Elect Sjoerd Vollebregt to supervisory board | Management | ||||||||||
11 | Extension of the designation of the Executive Board as authorised body to issue ordinary shares | Management | ||||||||||
12 | Extension of the designation of the Executive Board as authorised body to limit or exclude the pre-emptive right upon the issue of ordinary shares | Management | ||||||||||
13 | Authorisation of the Executive Board to have the company acquire its own shares | Management | ||||||||||
14 | Allow questions | Non-Voting | ||||||||||
15 | Close meeting | Non-Voting | ||||||||||
CMMT | PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE IN TEXT OF RESOLUTIONS 9, 11-TO 13. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROX-Y FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. | Non-Voting |
METALS USA HOLDINGS CORP.
| ||||||||
Security | 59132A104 | Meeting Type | Special | |||||
Ticker Symbol | MUSA | Meeting Date | 10-Apr-2013 | |||||
ISIN | US59132A1043 | Agenda | 933748076 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF FEBRUARY 6, 2013, BY AND AMONG RELIANCE STEEL & ALUMINUM CO. (“RELIANCE”), METALS USA HOLDINGS CORP. (“METALS USA”) AND RSAC ACQUISITION CORP., A WHOLLY- OWNED SUBSIDIARY OF RELIANCE (AS IT MAY BE AMENDED FROM TIME TO TIME, THE “MERGER AGREEMENT”), ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. | Management | For | For | ||||||||
2. | TO APPROVE AN ADVISORY, NON-BINDING PROPOSAL REGARDING THE COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO METALS USA’S NAMED EXECUTIVE OFFICERS THAT IS BASED ON OR OTHERWISE RELATES TO THE MERGER. | Management | For | For | ||||||||
3. | TO APPROVE ONE OR MORE ADJOURNMENTS OR POSTPONEMENTS OF THE SPECIAL MEETING TO A LATER DATE OR TIME, IF NECESSARY OR APPROPRIATE, INCLUDING ADJOURNMENTS TO PERMIT FURTHER SOLICITATION OF PROXIES IN FAVOR OF THE PROPOSAL TO ADOPT THE MERGER AGREEMENT. | Management | For | For |
PERVASIVE SOFTWARE INC.
| ||||||||
Security | 715710109 | Meeting Type | Special | |||||
Ticker Symbol | PVSW | Meeting Date | 10-Apr-2013 | |||||
ISIN | US7157101095 | Agenda | 933762470 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | ADOPT THE AGREEMENT AND PLAN OF MERGER (THE “MERGER AGREEMENT”), DATED AS OF JANUARY 28, 2013, BY AND AMONG ACTIAN CORPORATION, A DELAWARE CORPORATION (“PARENT”), ACTIAN SUB II, INC., A DELAWARE CORPORATION AND A WHOLLY OWNED SUBSIDIARY OF PARENT (“MERGER SUB”), AND PERVASIVE SOFTWARE INC., A DELAWARE CORPORATION (THE “COMPANY”), AS IT MAY BE AMENDED FROM TIME TO TIME. | Management | For | For | ||||||||
2. | A PROPOSAL TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING (THE “SPECIAL MEETING”), IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO ADOPT THE MERGER AGREEMENT. | Management | For | For |
COPEINCA ASA
| ||||||||
Security | R15888119 | Meeting Type | Annual General Meeting | |||||
Ticker Symbol | Meeting Date | 12-Apr-2013 | ||||||
ISIN | NO0010352412 | Agenda | 704321912 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
CMMT | PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 166870 DUE TO POSTPONEMENT-OF THE MEETING DATE FROM 19 MARCH 2013 TO 12 APRIL 2013 AND CHANGE IN TEXT OF-RESOLUTION 7. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED-AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. | Non-Voting | ||||||||||
CMMT | MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER INFORMATION FOR ALL VOTED-ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO PROVI-DE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION TO-YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED IN ORDER FOR- YOUR VOTE TO BE LODGED | Non-Voting | ||||||||||
CMMT | IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF AT-TORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION-S IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED-. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE | Non-Voting | ||||||||||
CMMT | SHARES HELD IN AN OMNIBUS/NOMINEE ACCOUNT NEED TO BE RE-REGISTERED IN THE BENE-FICIAL OWNERS NAME TO BE ALLOWED TO VOTE AT MEETINGS. SHARES WILL BE TEMPORARI-LY TRANSFERRED TO A SEPARATE ACCOUNT IN THE BENEFICIAL OWNER’S NAME ON THE PRO-XY DEADLINE AND TRANSFERRED BACK TO THE OMNIBUS/NOMINEE ACCOUNT THE DAY AFTER-THE MEETING. | Non-Voting |
CMMT | BLOCKING SHOULD ALWAYS BE APPLIED, RECORD DATE OR NOT. | Non-Voting | ||||||||||
1 | Election of Chairperson of the meeting | Management | Abstain | Against | ||||||||
2 | Approval of the Notice and Agenda for the General Meeting | Management | Abstain | Against | ||||||||
3 | Election of one person to co-sign the Minutes | Management | Abstain | Against | ||||||||
4 | Approval of the Annual Accounts and Annual Report for the financial year 2012 including distribution of dividends: NOK 208,260,000 (NOK 3.56 per share) | Management | Abstain | Against | ||||||||
5 | Statement on corporate governance in accordance with the Accounting Act Sectio-n 3- 3b | Non-Voting | ||||||||||
6 | Approval of auditor’s fee: The Board of Directors proposes that the Annual General Meeting approves the Auditor’s fee in the amount of USD 380,600 (approximately NOK 2,085,098) | Management | Abstain | Against | ||||||||
7 | Approval of the remuneration of the members of the Board of Directors | Management | Abstain | Against | ||||||||
8 | The Board of Directors’ statement on remuneration of the Management of the Company | Management | Abstain | Against | ||||||||
9 | Board of Directors. The Board proposes that the following persons be elected as the new Board of Directors for the period 2013-2015: Mr. Samuel Dyer Coriat, Chairman; Mr. Kristjan Th. Davidsson, Deputy Chairman; Mr. Samuel Dyer Ampudia, Member; Mrs. Mimi K. Berdal, Member; Mrs. Marianne Johnsen, Member; Mr. Ivan Orlic Ticeran, Member; Mrs. Sheyla Dyer Coriat, Member; Mr. William Dyer Osorio, Member | Management | Abstain | Against | ||||||||
10 | Nominations Committee: Luis Felipe Arizmendi (Chairman), Samuel Dyer Ampudia, Helge Midttun | Management | Abstain | Against | ||||||||
11 | General authorization to increase the Company’s share capital | Management | Abstain | Against | ||||||||
12 | Authorization to purchase Copeinca ASA shares | Management | Abstain | Against |
ELAN CORPORATION, PLC
| ||||||||
Security | 284131208 | Meeting Type | Special | |||||
Ticker Symbol | ELN | Meeting Date | 12-Apr-2013 | |||||
ISIN | US2841312083 | Agenda | 933757594 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | TO AUTHORIZE THE COMPANY TO MAKE MARKET PURCHASES OF ITS ORDINARY SHARES PURSUANT TO THE TENDER OFFER. | Management | Abstain | Against |
ARBITRON INC.
| ||||||||
Security | 03875Q108 | Meeting Type | Special | |||||
Ticker Symbol | ARB | Meeting Date | 16-Apr-2013 | |||||
ISIN | US03875Q1085 | Agenda | 933752924 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | ADOPTION OF THE AGREEMENT AND PLAN OF MERGER, DATED AS OF DECEMBER 17, 2012, BY AND AMONG ARBITRON INC., NIELSEN HOLDINGS N.V. AND TNC SUB I CORPORATION, AS AMENDED BY AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER, DATED AS OF JANUARY 25, 2013, AS SUCH AGREEMENT MAY BE FURTHER AMENDED FROM TIME TO TIME. | Management | For | For | ||||||||
2. | APPROVAL OF THE ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL | Management | For | For |
PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO ADOPT THE MERGER AGREEMENT. | ||||||||||||
3. | APPROVAL, ON AN ADVISORY (NON- BINDING) BASIS OF THE “GOLDEN PARACHUTE” COMPENSATION ARRANGEMENTS THAT MAY BE PAID OR BECOME PAYABLE TO OUR NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER AND THE AGREEMENTS AND UNDERSTANDINGS PURSUANT TO WHICH SUCH COMPENSATION MAY BE PAID OR BECOME PAYABLE. | Management | For | For |
HUDSON CITY BANCORP, INC.
| ||||||||
Security | 443683107 | Meeting Type | Special | |||||
Ticker Symbol | HCBK | Meeting Date | 18-Apr-2013 | |||||
ISIN | US4436831071 | Agenda | 933738467 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | THE ADOPTION OF THE AGREEMENT AND PLAN OF MERGER, DATED AS OF AUGUST 27, 2012 (THE “MERGER AGREEMENT”), BY AND AMONG M&T BANK CORPORATION, HUDSON CITY BANCORP, INC. AND WILMINGTON TRUST CORPORATION (THE “MERGER” PROPOSAL). | Management | For | For | ||||||||
2. | THE APPROVAL, ON A NON-BINDING, ADVISORY BASIS, OF THE COMPENSATION TO BE PAID TO HUDSON CITY BANCORP INC.‘S NAMED EXECUTIVE OFFICERS THAT IS BASED ON OR OTHERWISE RELATES TO THE MERGER PURSUANT TO THE MERGER AGREEMENT (THE “MERGER-RELATED NAMED EXECUTIVE OFFICER COMPENSATION” PROPOSAL). | Management | For | For | ||||||||
3. | THE APPROVAL OF ONE OR MORE ADJOURNMENTS OF THE HUDSON CITY BANCORP, INC. SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, INCLUDING ADJOURNMENTS TO PERMIT FURTHER SOLICITATION OF PROXIES IN FAVOR OF THE ADOPTION OF THE MERGER AGREEMENT (THE “HUDSON CITY ADJOURNMENT” PROPOSAL). | Management | For | For |
DUFF & PHELPS CORPORATION
| ||||||||
Security | 26433B107 | Meeting Type | Special | |||||
Ticker Symbol | DUF | Meeting Date | 22-Apr-2013 | |||||
ISIN | US26433B1070 | Agenda | 933757796 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1 | TO ADOPT THE AGREEMENT AND PLAN OF MERGER DATED AS OF DECEMBER 30, 2012 AMONG DUFF & PHELPS CORPORATION, DUFF & PHELPS ACQUISITIONS, LLC, DAKOTA HOLDING CORPORATION, DAKOTA ACQUISITIONS I, INC AND DAKOTA ACQUISITIONS II, LLC. | Management | For | For | ||||||||
2 | TO CAST AN ADVISORY (NON-BINDING) VOTE TO APPROVE CERTAIN AGREEMENTS OR UNDERSTANDINGS WITH, AND ITEMS OF COMPENSATION PAYABLE TO CERTAIN DUFF & PHELPS NAMED EXECUTIVE OFFICERS THAT ARE BASED ON OR OTHERWISE RELATED TO THE MERGER. | Management | For | For | ||||||||
3 | TO ADJOURN THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE | Management | For | For |
INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO ADOPT THE MERGER AGREEMENT. |
SEACUBE CONTAINER LEASING LTD.
| ||||||||
Security | G79978105 | Meeting Type | Special | |||||
Ticker Symbol | BOX | Meeting Date | 23-Apr-2013 | |||||
ISIN | BMG799781056 | Agenda | 933760262 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | TO APPROVE AND ADOPT THE AGREEMENT AND PLAN OF AMALGAMATION, DATED AS OF JANUARY 18, 2013, BY AND AMONG 2357575 ONTARIO LIMITED, THE COMPANY AND SC ACQUISITIONCO LTD., A SUBSIDIARY OF 2357575 ONTARIO LIMITED AND TO APPROVE THE AMALGAMATION OF THE COMPANY AND SC ACQUISITIONCO LTD. (THE “AMALGAMATION”). | Management | For | For | ||||||||
2. | TO APPROVE AN ADJOURNMENT OF MEETING, IF NECESSARY OR APPROPRIATE IN THE VIEW OF BOARD, TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF THE PROPOSAL TO APPROVE AND ADOPT AMALGAMATION AGREEMENT AND TO APPROVE AMALGAMATION IF THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF SUCH ADJOURNMENT TO APPROVE AND ADOPT AMALGAMATION AGREEMENT AND TO APPROVE AMALGAMATION. | Management | For | For | ||||||||
3. | TO APPROVE, ON A NON-BINDING, ADVISORY BASIS, CERTAIN COMPENSATION THAT WILL OR MAY BECOME PAYABLE TO THE COMPANY’S NAMED EXECUTIVE OFFICERS THAT IS BASED ON OR OTHERWISE RELATES TO THE AMALGAMATION. | Management | For | For |
METROPCS COMMUNICATIONS, INC.
| ||||||||
Security | 591708102 | Meeting Type | Contested-Special | |||||
Ticker Symbol | PCS | Meeting Date | 24-Apr-2013 | |||||
ISIN | US5917081029 | Agenda | 933748204 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | TO APPROVE THE STOCK ISSUANCE PROPOSAL | Management | For | For | ||||||||
2. | TO APPROVE THE RECAPITALIZATION PROPOSAL | Management | For | For | ||||||||
3. | TO APPROVE THE DECLASSIFICATION PROPOSAL | Management | For | For | ||||||||
4. | TO APPROVE THE DEUTSCHE TELEKOM DIRECTOR DESIGNATION PROPOSAL | Management | For | For | ||||||||
5. | TO APPROVE THE DIRECTOR REMOVAL PROPOSAL | Management | For | For | ||||||||
6. | TO APPROVE THE DEUTSCHE TELEKOM APPROVALS PROPOSAL | Management | For | For | ||||||||
7. | TO APPROVE THE CALLING OF STOCKHOLDER MEETING PROPOSAL | Management | For | For | ||||||||
8. | TO APPROVE THE ACTION BY WRITTEN CONSENT PROPOSAL | Management | For | For | ||||||||
9. | TO APPROVE THE BYLAW AMENDMENTS PROPOSAL | Management | For | For | ||||||||
10. | TO APPROVE THE GOVERNING LAW AND EXCLUSIVE FORUM PROPOSAL | Management | For | For | ||||||||
11. | TO APPROVE THE CHANGE IN CONTROL PAYMENTS PROPOSAL | Management | For | For | ||||||||
12. | TO APPROVE THE ADJOURNMENT PROPOSAL | Management | For | For |
METROPCS COMMUNICATIONS, INC.
| ||||||||
Security | 591708102 | Meeting Type | Contested-Special | |||||
Ticker Symbol | PCS | Meeting Date | 24-Apr-2013 | |||||
ISIN | US5917081029 | Agenda | 933748216 - Opposition |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | A PROPOSAL TO APPROVE THE STOCK ISSUANCE PROPOSAL | Management | For | Against | ||||||||
2. | A PROPOSAL TO APPROVE THE RECAPITALIZATION PROPOSAL | Management | For | Against | ||||||||
3. | A PROPOSAL TO APPROVE THE DECLASSIFICATION PROPOSAL | Management | For | Against | ||||||||
4. | A PROPOSAL TO APPROVE THE DEUTSCHE TELEKOM DIRECTOR DESIGNATION PROPOSAL | Management | For | Against | ||||||||
5. | A PROPOSAL TO APPROVE THE DIRECTOR REMOVAL PROPOSAL | Management | For | Against | ||||||||
6. | A PROPOSAL TO APPROVE THE DEUTSCHE TELEKOM APPROVALS PROPOSAL | Management | For | Against | ||||||||
7. | A PROPOSAL TO APPROVE THE CALLING OF STOCKHOLDER MEETING PROPOSAL | Management | For | Against | ||||||||
8. | A PROPOSAL TO APPROVE THE ACTION BY WRITTEN CONSENT PROPOSAL | Management | For | Against | ||||||||
9. | A PROPOSAL TO APPROVE THE BYLAW AMENDMENTS PROPOSAL | Management | For | Against | ||||||||
10. | A PROPOSAL TO APPROVE THE GOVERNING LAW AND EXCLUSIVE FORUM PROPOSAL | Management | For | Against | ||||||||
11. | A PROPOSAL TO APPROVE THE CHANGE IN CONTROL PAYMENTS PROPOSAL | Management | For | Against | ||||||||
12. | A PROPOSAL TO APPROVE THE ADJOURNMENT PROPOSAL | Management | For | Against |
NYSE EURONEXT
| ||||||||
Security | 629491101 | Meeting Type | Annual | |||||
Ticker Symbol | NYX | Meeting Date | 25-Apr-2013 | |||||
ISIN | US6294911010 | Agenda | 933756718 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1A. | ELECTION OF DIRECTOR: ANDRE BERGEN | Management | For | For | ||||||||
1B. | ELECTION OF DIRECTOR: ELLYN L. BROWN | Management | For | For | ||||||||
1C. | ELECTION OF DIRECTOR: MARSHALL N. | Management | For | For | ||||||||
CARTER | ||||||||||||
1D. | ELECTION OF DIRECTOR: DOMINIQUE CERUTTI | Management | For | For | ||||||||
1E. | ELECTION OF DIRECTOR: SIR GEORGE COX | Management | For | For | ||||||||
1F. | ELECTION OF DIRECTOR: SYLVAIN HEFES | Management | For | For | ||||||||
1G. | ELECTION OF DIRECTOR: JAN-MICHIEL HESSELS | Management | For | For | ||||||||
1H. | ELECTION OF DIRECTOR: LAWRENCE E. LEIBOWITZ | Management | For | For | ||||||||
1I. | ELECTION OF DIRECTOR: DUNCAN M. MCFARLAND | Management | For | For | ||||||||
1J. | ELECTION OF DIRECTOR: JAMES J. MCNULTY | Management | For | For | ||||||||
1K. | ELECTION OF DIRECTOR: DUNCAN L. NIEDERAUER | Management | For | For | ||||||||
1L. | ELECTION OF DIRECTOR: LUIS MARIA VIANA PALHA DA SILVA | Management | For | For | ||||||||
1M. | ELECTION OF DIRECTOR: ROBERT G. SCOTT | Management | For | For | ||||||||
1N. | ELECTION OF DIRECTOR: JACKSON P. TAI | Management | For | For | ||||||||
1O. | ELECTION OF DIRECTOR: RIJNHARD VAN TETS | Management | For | For | ||||||||
1P. | ELECTION OF DIRECTOR: SIR BRIAN WILLIAMSON | Management | For | For | ||||||||
2. | TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT AUDITORS FOR OUR FISCAL | Management | For | For |
YEAR ENDING DECEMBER 31, 2013. | ||||||||||||
3. | ADVISORY VOTE TO APPROVE THE COMPANY’S EXECUTIVE COMPENSATION (THE “SAY-ON-PAY” PROPOSAL). | Management | For | For | ||||||||
4. | TO APPROVE THE AMENDED AND RESTATED NYSE EURONEXT OMNIBUS INCENTIVE PLAN. | Management | For | For | ||||||||
5. | TO REAPPROVE THE PERFORMANCE GOALS UNDER THE NYSE EURONEXT OMNIBUS INCENTIVE PLAN. | Management | For | For | ||||||||
6. | TO AMEND CERTAIN PROVISIONS IN OUR CHARTER TO ALLOW STOCKHOLDERS TO CALL SPECIAL MEETINGS. | Management | For | For | ||||||||
7. | TO AMEND CERTAIN PROVISIONS IN OUR CHARTER TO ALLOW STOCKHOLDERS TO ACT BY WRITTEN CONSENT. | Management | For | For |
K-SWISS INC.
| ||||||||
Security | 482686102 | Meeting Type | Special | |||||
Ticker Symbol | KSWS | Meeting Date | 26-Apr-2013 | |||||
ISIN | US4826861027 | Agenda | 933752974 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | TO ADOPT AND APPROVE THE AGREEMENT AND PLAN OF MERGER, DATED AS OF JANUARY 16, 2013, AS IT MAY BE AMENDED FROM TIME TO TIME, AMONG E-LAND WORLD LIMITED, IAN ACQUISITION SUB, INC., AND K-SWISS INC., ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. | Management | For | For | ||||||||
2. | TO APPROVE, ON A NON-BINDING ADVISORY BASIS, CERTAIN COMPENSATION ARRANGEMENTS FOR K-SWISS INC.‘S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER CONTEMPLATED BY THE AGREEMENT AND PLAN OF MERGER. | Management | For | For | ||||||||
3. | TO APPROVE THE ADJOURNMENT OR POSTPONEMENT OF THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO ADOPT AND APPROVE THE AGREEMENT AND PLAN OF MERGER OR IF A QUORUM IS NOT PRESENT AT THE SPECIAL MEETING. | Management | For | For |
ENERGYSOLUTIONS, INC.
| ||||||||
Security | 292756202 | Meeting Type | Special | |||||
Ticker Symbol | ES | Meeting Date | 26-Apr-2013 | |||||
ISIN | US2927562023 | Agenda | 933756174 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF JANUARY 7, 2013, AS AMENDED BY FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER, DATED AS OF APRIL 5, 2013, AND AS IT MAY BE AMENDED FROM TIME TO TIME, BY AND AMONG ENERGYSOLUTIONS, INC., ROCKWELL HOLDCO, INC., AND ROCKWELL ACQUISITION CORP. | Management | For | For | ||||||||
2. | TO ADJOURN THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO ADOPT THE AGREEMENT AND PLAN OF MERGER. | Management | For | For | ||||||||
3. | TO ADOPT THE ADVISORY (NON-BINDING) | Management | For | For |
PROPOSAL TO APPROVE SPECIFIED COMPENSATION THAT MAY BECOME PAYABLE TO THE NAMED EXECUTIVE OFFICERS OF ENERGYSOLUTIONS, INC. IN CONNECTION WITH THE AGREEMENT AND PLAN OF MERGER, AS IT MAY BE AMENDED FROM TIME TO TIME, BY AND AMONG ENERGYSOLUTIONS, INC., ROCKWELL HOLDCO, INC. AND ROCKWELL ACQUISITION CORP. |
HOGANAS AB, HOGANAS
| ||||||||
Security | W4175J146 | Meeting Type | Annual General Meeting | |||||
Ticker Symbol | Meeting Date | 29-Apr-2013 | ||||||
ISIN | SE0000232175 | Agenda | 704351321 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
CMMT | PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 151802 DUE TO CHANGE IN VO-TING STATUS. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AN-D YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. | Non-Voting | ||||||||||
CMMT | IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF AT-TORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION-S IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED-. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE | Non-Voting | ||||||||||
CMMT | MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER INFORMATION FOR ALL VOTED-ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO PROVI-DE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION TO-YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED IN ORDER FOR- YOUR VOTE TO BE LODGED | Non-Voting | ||||||||||
CMMT | PLEASE NOTE THAT NOT ALL SUB CUSTODIANS IN SWEDEN ACCEPT ABSTAIN AS A VALID VO-TE OPTION. THANK YOU | Non-Voting | ||||||||||
1 | Opening the AGM and election of the Chairman of the AGM : Attorney Ragnar Lind-qvist | Non-Voting | ||||||||||
2 | Preparing and approving the Voting List | Non-Voting | ||||||||||
3 | Approval of the agenda | Non-Voting | ||||||||||
4 | Appointment of two people to verify the minutes | Non-Voting | ||||||||||
5 | Consideration of whether the AGM has been duly convened | Non-Voting | ||||||||||
6 | Submission of the Annual Report and Audit Report, and the Consolidated Financi-al Statements and Consolidated Audit Report, including statements from the Chi-ef Executive Officer and a statement on the activities of the Board and the Bo-ard’s Committees | Non-Voting | ||||||||||
7A | Resolution on: Adoption of the Income Statement and Balance Sheet and the Consolidated Income Statement and Consolidated Balance Sheet | Management | For | For | ||||||||
7B | Resolution on: Appropriation of the company’s profits pursuant to the adopted Balance Sheet and the record date for dividend distribution: The Board of Directors proposes a dividend of SEK 10 per share for the financial year 2012, with Friday 3 May 2013 as the record date. If the AGM resolves pursuant to the proposal, dividends will be scheduled for disbursement from Euroclear Sweden AB on Wednesday 8 May 2013 | Management | For | For |
7C | Resolution on: Discharge of the Board members and Chief Executive Officer from liability | Management | For | For | ||||||||
8 | Establishment of the number of Board members : The number of Board members will be seven, with no deputies | Management | For | For | ||||||||
9 | Establishment of Directors’ fees | Management | For | For | ||||||||
10 | Re-election of the following Board members Anders G Carlberg, Alrik Danielson, Peter Gossas, Urban Jansson, Jenny Linden Urnes, Bjorn Rosengren and Erik Urnes; Re-election of Anders G Carlberg as Chairman of the Board | Management | For | For | ||||||||
11 | Establishment of the number of auditors | Management | For | For | ||||||||
12 | Establishment of auditors’ fees | Management | For | For | ||||||||
13 | Re-election of the registered auditing company KPMG AB as auditors for the period until the end of the Annual General Meeting 2014 | Management | For | For | ||||||||
14 | Proposal regarding the Election Committee | Management | For | For | ||||||||
15 | Proposal regarding the guidelines for remunerating the corporate Management | Management | For | For | ||||||||
16 | Proposal regarding transfer of class B treasury shares due to the employee stock option plan 2009 | Management | For | For | ||||||||
17 | Closing of the AGM | Non-Voting |
OFFICEMAX INCORPORATED
| ||||||||
Security | 67622P101 | Meeting Type | Annual | |||||
Ticker Symbol | OMX | Meeting Date | 29-Apr-2013 | |||||
ISIN | US67622P1012 | Agenda | 933747365 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1A. | ELECTION OF DIRECTOR: WARREN F. BRYANT | Management | For | For | ||||||||
1B. | ELECTION OF DIRECTOR: JOSEPH M. DEPINTO | Management | For | For | ||||||||
1C. | ELECTION OF DIRECTOR: RAKESH GANGWAL | Management | For | For | ||||||||
1D. | ELECTION OF DIRECTOR: V. JAMES MARINO | Management | For | For | ||||||||
1E. | ELECTION OF DIRECTOR: WILLIAM J. MONTGORIS | Management | For | For | ||||||||
1F. | ELECTION OF DIRECTOR: FRANCESCA RUIZ DE LUZURIAGA | Management | For | For | ||||||||
1G. | ELECTION OF DIRECTOR: RAVICHANDRA K. SALIGRAM | Management | For | For | ||||||||
1H. | ELECTION OF DIRECTOR: DAVID M. SZYMANSKI | Management | For | For | ||||||||
2. | APPOINTMENT OF KPMG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013. | Management | For | For | ||||||||
3. | ADOPTION, ON A NON-BINDING, ADVISORY BASIS, OF A RESOLUTION APPROVING THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS DESCRIBED UNDER THE HEADING “EXECUTIVE COMPENSATION” IN THE PROXY STATEMENT. | Management | For | For | ||||||||
4. | APPROVAL OF AN AMENDMENT TO OUR 2003 OFFICEMAX INCENTIVE AND PERFORMANCE PLAN TO INCREASE THE NUMBER OF SHARES OF STOCK AUTHORIZED FOR ISSUANCE THEREUNDER AND TO MAKE CERTAIN OTHER CHANGES TO THE PLAN AND TO RE-APPROVE THE MATERIAL TERMS OF THE PERFORMANCE GOALS UNDER THE PLAN. | Management | For | For |
IMPREGILO SPA, MILANO
| ||||||||
Security | T31500175 | Meeting Type | Ordinary General Meeting | |||||
Ticker Symbol | Meeting Date | 30-Apr-2013 | ||||||
ISIN | IT0003865570 | Agenda | 704380067 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1 | Individual and consolidated financial statements as of 31.12.2012 reports of board of directors, board of statutory auditors and independent auditing company allotment of net income | Management | For | For | ||||||||
2 | Integration of the board of statutory auditors and of their emoluments | Management | For | For | ||||||||
3 | Remuneration report as per art. 123ter of legislative decree 58.98. related and consequent resolutions | Management | For | For | ||||||||
CMMT | PLEASE NOTE THAT THE ITALIAN LANGUAGE AGENDA IS AVAILABLE BY CLICKING ON THE U-RL LINK : https://materials.proxyvote.com/Approved/99999 Z/19810101/NPS_161772.-PDF | Non-Voting | ||||||||||
CMMT | PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF ADDITIONAL URL LINKS. IF-YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNL-ESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. | Non-Voting |
H.J. HEINZ COMPANY
| ||||||||
Security | 423074103 | Meeting Type | Special | |||||
Ticker Symbol | HNZ | Meeting Date | 30-Apr-2013 | |||||
ISIN | US4230741039 | Agenda | 933766377 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | TO APPROVE AND ADOPT THE MERGER AGREEMENT DATED AS OF FEBRUARY 13, 2013, AS AMENDED BY THE AMENDMENT TO AGREEMENT AND PLAN OF MERGER, DATED AS OF MARCH 4, 2013, AND AS MAY BE FURTHER AMENDED FROM TIME TO TIME, AMONG H.J. HEINZ COMPANY, HAWK ACQUISITION HOLDING CORPORATION AND HAWK ACQUISITION SUB, INC. | Management | For | For | ||||||||
2. | TO ADJOURN THE SPECIAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF THE PROPOSAL TO APPROVE AND ADOPT THE MERGER AGREEMENT IF THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF SUCH ADJOURNMENT TO APPROVE AND ADOPT PROPOSAL 1. | Management | For | For | ||||||||
3. | TO APPROVE, ON A NON-BINDING, ADVISORY BASIS, CERTAIN COMPENSATION THAT WILL OR MAY BE PAID BY H.J. HEINZ COMPANY TO ITS NAMED EXECUTIVE OFFICERS THAT IS BASED ON OR OTHERWISE RELATES TO THE MERGER. | Management | For | For |
POLYONE CORPORATION
| ||||||||
Security | 73179P106 | Meeting Type | Annual | |||||
Ticker Symbol | POL | Meeting Date | 15-May-2013 | |||||
ISIN | US73179P1066 | Agenda | 933764791 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | DIRECTOR | |||||||||||
1 SANDRA BEACH LIN | Management | For | For | |||||||||
2 DR. CAROL A. CARTWRIGHT | For | For | ||||||||||
3 RICHARD H. FEARON | For | For | ||||||||||
4 GREGORY J. GOFF | For | For | ||||||||||
5 GORDON D. HARNETT | For | For |
6 RICHARD A. LORRAINE | For | For | ||||||||||
7 STEPHEN D. NEWLIN | For | For | ||||||||||
8 WILLIAM H. POWELL | For | For | ||||||||||
9 FARAH M. WALTERS | For | For | ||||||||||
10 WILLIAM A. WULFSOHN | Management | For | For | |||||||||
2. | PROPOSAL TO APPROVE THE ADVISORY RESOLUTION ON NAMED EXECUTIVE OFFICER COMPENSATION. | Management | For | For | ||||||||
3. | PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2013. | For | For |
PLAINS EXPLORATION & PRODUCTION CO.
| ||||||||
Security | 726505100 | Meeting Type | Special | |||||
Ticker Symbol | PXP | Meeting Date | 20-May-2013 | |||||
ISIN | US7265051000 | Agenda | 933800977 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | AGREEMENT AND PLAN OF MERGER, BY AND AMONG THE COMPANY, FREEPORT- MCMORAN COPPER & GOLD INC. (“FCX”) AND IMONC LLC, A WHOLLY OWNED SUBSIDIARY OF FCX, AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME, WHICH PROVIDES FOR, AMONG OTHER THINGS, THE MERGER OF THE COMPANY WITH AND INTO IMONC LLC, WITH IMONC LLC SURVIVING THE MERGER AS A WHOLLY OWNED SUBSIDIARY OF FCX. | Management | For | For | ||||||||
2. | APPROVAL, ON AN ADVISORY (NON- BINDING) BASIS, OF THE SPECIFIED COMPENSATION THAT MAY BE RECEIVED BY THE COMPANY’S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER. | Management | For | For | ||||||||
3. | APPROVAL OF ANY ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF THE PROPOSAL TO ADOPT THE MERGER AGREEMENT. | Management | For | For |
FERRO CORPORATION
| ||||||||
Security | 315405100 | Meeting Type | Contested-Annual | |||||
Ticker Symbol | FOE | Meeting Date | 22-May-2013 | |||||
ISIN | US3154051003 | Agenda | 933789654 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | DIRECTOR | Management | ||||||||||
1 RICHARD C. BROWN | ||||||||||||
2 GREGORY E. HYLAND | ||||||||||||
3 RONALD P. VARGO | ||||||||||||
2. | APPROVAL OF THE 2013 OMNIBUS INCENTIVE PLAN. | Management | ||||||||||
3. | RATIFICATION OF DELOITTE & TOUCHE LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013. | Management | ||||||||||
4. | APPROVAL OF THE EXECUTIVE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS. | Management | ||||||||||
5. | AMENDMENT OF THE COMPANY’S CODE OF REGULATIONS TO OPT OUT OF THE OHIO CONTROL SHARE ACQUISITION ACT. | Management | ||||||||||
6. | IF PROPERLY PRESENTED, A SHAREHOLDER PROPOSAL. | Shareholder |
FERRO CORPORATION
| ||||||||
Security | 315405100 | Meeting Type | Contested-Annual | |||||
Ticker Symbol | FOE | Meeting Date | 22-May-2013 | |||||
ISIN | US3154051003 | Agenda | 933791798 - Opposition |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | DIRECTOR | Management | ||||||||||
1 DAVID A. LORBER | ||||||||||||
2 JEFFRY N. QUINN | ||||||||||||
3 NADIM Z. QURESHI | ||||||||||||
2. | THE COMPANY’S PROPOSAL TO APPROVE Management THE 2013 OMNIBUS INCENTIVE PLAN. | Management | ||||||||||
3. | THE COMPANY’S PROPOSAL TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS ITS INDEPENDENT REGISTERED PUBLIC ACCOUNTANT. | |||||||||||
4. | THE COMPANY’S PROPOSAL TO APPROVE, IN A NON-BINDING ADVISORY VOTE, THE COMPENSATION FOR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE COMPANY’S PROXY STATEMENT. | Management | ||||||||||
5. | THE COMPANY’S PROPOSAL TO APPROVE THE AMENDMENT OF THE COMPANY’S CODE OF REGULATIONS TO OPT OUT OF THE OHIO CONTROL SHARE ACQUISITION ACT. | Management | ||||||||||
6. | THE SHAREHOLDER PROPOSAL, IF PROPERLY PRESENTED AT THE ANNUAL MEETING. | Management |
FERRO CORPORATION
| ||||||||
Security | 315405100 | Meeting Type | Contested-Annual | |||||
Ticker Symbol | FOE | Meeting Date | 22-May-2013 | |||||
ISIN | US3154051003 | Agenda | 933821957 - Management |
Item | Proposal | Type | Vote | For/Against Management
| ||||||||
1. | DIRECTOR | Management | ||||||||||
1 DAVID A. LORBER | For | For | ||||||||||
2 JEFFRY N. QUINN | For | For | ||||||||||
3 RONALD P. VARGO | For | For | ||||||||||
2. | APPROVAL OF THE 2013 OMNIBUS INCENTIVE PLAN. | Management | For | For | ||||||||
3. | RATIFICATION OF DELOITTE & TOUCHE LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013. | Management | For | For | ||||||||
4. | APPROVAL OF THE EXECUTIVE COMPENSATION OF THE COMPANY’S | Management | For | For | ||||||||
5. | NAMED EXECUTIVE OFFICERS. AMENDMENT OF THE COMPANY’S CODE OF REGULATIONS TO OPT OUT OF THE OHIO CONTROL SHARE ACQUISITION ACT. | Management | For | For | ||||||||
6. | IF PROPERLY PRESENTED, A SHAREHOLDER PROPOSAL. | Shareholder | Against | For |
GRUPO MODELO SAB DE CV
| ||||||||
Security | P4833F104 | Meeting Type | ExtraOrdinary General Meeting | |||||
Ticker Symbol | Meeting Date | 30-May-2013 | ||||||
ISIN | MXP4833F1044 | Agenda | 704519909 - Management |
Item | Proposal | Type | Vote | For/Against Management
| ||||||||
CMMT | PLEASE NOTE THAT THIS IS A REVISION DUE TO DELETION OF COMMENT. IF YOU HAVE AL-READY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECI-DE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. | Non-Voting | ||||||||||
I | Discussion and approval its case maybe about to matters removal from plant of Piedras Negras, the property of the company Cerveceria De Coahuila S.DE R.L. DE C.V. as part of agreement with the Department of Justice of the United States, and celebration of a perpetuity license regarding some brands of Grupo Modelo for distribution in the United States and other events related to the previous resolutions therefore | Management | ||||||||||
II | Designation of delegates to carry out resolutions adopted by the meeting and its case formalize as proceed | Management |
YANCOAL AUSTRALIA LTD, SYDNEY NSW
| ||||||||
Security | Q9869P115 | Meeting Type | Annual General Meeting | |||||
Ticker Symbol | Meeting Date | 31-May-2013 | ||||||
ISIN | AU000000YAL0 | Agenda | 704450193 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
CMMT | VOTING EXCLUSIONS APPLY TO THIS MEETING FOR PROPOSAL 3 AND VOTES CAST BY ANY-INDIVIDUAL OR RELATED PARTY WHO BENEFIT FROM THE PASSING OF THE PROPOSAL/S-WILL BE DISREGARDED BY THE COMPANY. HENCE, IF YOU HAVE OBTAINED BENEFIT OR-EXPECT TO OBTAIN FUTURE BENEFIT YOU SHOULD NOT VOTE (OR VOTE “ABSTAIN”) ON-THE RELEVANT PROPOSAL ITEMS. BY DOING SO, YOU ACKNOWLEDGE THAT YOU HAVE-OBTAINED BENEFIT OR EXPECT TO OBTAIN BENEFIT BY THE PASSING OF THE RELEVANT-PROPOSAL/S. BY VOTING (FOR OR AGAINST) ON PROPOSAL (3), YOU ACKNOWLEDGE THAT-YOU HAVE NOT OBTAINED BENEFIT NEITHER EXPECT TO OBTAIN BENEFIT BY THE PASSING-OF THE RELEVANT PROPOSAL/S AND YOU COMPLY WITH THE VOTING EXCLUSION. | Non-Voting | ||||||||||
2.a | Re-elect Weimin Li as a Director of the Company | Management | For | For | ||||||||
2.b | Re-elect Cunliang Lai as a Director of the Company | Management | For | For | ||||||||
2.c | Re-elect Yuxiang Wu as a Director of the Company | Management | For | For | ||||||||
2.d | Re-elect Vincent O’Rourke as a Director of the Company | Management | For | For | ||||||||
3 | Adoption of Remuneration Report | Management | For | For |
HOT TOPIC, INC.
| ||||||||
Security | 441339108 | Meeting Type | Special | |||||
Ticker Symbol | HOTT | Meeting Date | 31-May-2013 | |||||
ISIN | US4413391081 | Agenda | 933826476 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | TO APPROVE THE AGREEMENT AND PLAN OF MERGER (THE “MERGER AGREEMENT”), DATED AS OF MARCH 6, 2013, AMONG 212F HOLDINGS LLC, HT MERGER SUB INC. AND | Management | For | For |
HOT TOPIC, INC., UNDER WHICH HT MERGER SUB INC. WILL MERGE WITH AND INTO HOT TOPIC, INC., WHICH WILL SURVIVE THE MERGER AND BECOME AN AFFILIATE OF 212F HOLDINGS LLC (THE “MERGER”), AND TO APPROVE THE PRINCIPAL TERMS OF MERGER. | ||||||||||||
2. | TO APPROVE, ON AN ADVISORY BASIS, THE MERGER-RELATED COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS. | Management | For | For | ||||||||
3. | TO APPROVE A PROPOSAL TO ADJOURN THE SPECIAL MEETING, IF NECESSARY, FOR THE PURPOSE OF SOLICITING ADDITIONAL PROXIES TO VOTE IN FAVOR OF THE APPROVAL OF THE MERGER AGREEMENT AND THE PRINCIPAL TERMS OF THE MERGER. | Management | For | For |
NYSE EURONEXT
| ||||||||
Security | 629491101 | Meeting Type | Special | |||||
Ticker Symbol | NYX | Meeting Date | 03-Jun-2013 | |||||
ISIN | US6294911010 | Agenda | 933816362 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | TO ADOPT THE AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, DATED AS OF MARCH 19, 2013, BY AND AMONG INTERCONTINENTAL EXCHANGE, INC., INTERCONTINENTAL EXCHANGE GROUP, INC., NYSE EURONEXT, BRAVES MERGER SUB, INC. AND BASEBALL MERGER SUB, LLC. APPROVAL OF THIS PROPOSAL IS REQUIRED TO COMPLETE THE MERGER. | Management | For | For | ||||||||
2. | TO APPROVE, ON A NON-BINDING ADVISORY BASIS, THE COMPENSATION TO BE PAID TO NYSE EURONEXT’S NAMED EXECUTIVE OFFICERS THAT IS BASED ON OR OTHERWISE RELATES TO THE MERGER. | Management | For | For | ||||||||
3. | TO APPROVE ONE OR MORE ADJOURNMENTS OF THE NYSE EURONEXT SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, INCLUDING ADJOURNMENTS TO PERMIT FURTHER SOLICITATION OF PROXIES IN FAVOR OF PROPOSAL NO. 1. | Management | For | For |
MCMORAN EXPLORATION CO.
| ||||||||
Security | 582411104 | Meeting Type | Special | |||||
Ticker Symbol | MMR | Meeting Date | 03-Jun-2013 | |||||
ISIN | US5824111042 | Agenda | 933820070 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1 | TO APPROVE THE PROPOSED AMENDMENT TO ARTICLE X SECTION (K) OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MCMORAN EXPLORATION CO. TO EXCLUDE FREEPORT-MCMORAN COPPER & GOLD INC. FROM THE DEFINITION OF “INTERESTED STOCKHOLDER” SOLELY FOR THE PURPOSES OF THE TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT (AS DEFINED IN ITEM 2 BELOW). | Management | For | For | ||||||||
2 | TO APPROVE THE ADOPTION OF THE AGREEMENT AND PLAN OF MERGER, DATED AS OF DECEMBER 5, 2012, BY AND AMONG MCMORAN EXPLORATION CO., FREEPORT-MCMORAN COPPER & GOLD INC., AND INAVN CORP., ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. | Management | For | For | ||||||||
3 | TO APPROVE THE ADJOURNMENT OF THE MCMORAN EXPLORATION CO. SPECIAL | Management | For | For |
MEETING, IF NECESSARY OR APPROPRIATE, IN THE VIEW OF THE MCMORAN EXPLORATION CO. BOARD OF DIRECTORS, TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF THE CHARTER AMENDMENT PROPOSAL OR THE MERGER PROPOSAL IF THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF SUCH ADJOURNMENT TO APPROVE EITHER PROPOSAL. |
LIBERTY GLOBAL, INC.
| ||||||||
Security | 530555101 | Meeting Type | Special | |||||
Ticker Symbol | LBTYA | Meeting Date | 03-Jun-2013 | |||||
ISIN | US5305551013 | Agenda | 933820498 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | TO APPROVE THE ISSUANCE OF ORDINARY SHARES BY LIBERTY GLOBAL CORPORATION LIMITED TO LIBERTY GLOBAL, INC. AND VIRGIN MEDIA INC. STOCKHOLDERS ON THE TERMS AND CONDITIONS SET OUT IN THE AGREEMENT AND PLAN OF MERGER, DATED AS OF FEBRUARY 5, 2013, AMONG LIBERTY GLOBAL, INC., CERTAIN OF ITS SUBSIDIARIES AND VIRGIN MEDIA INC., AS IT MAY BE AMENDED FROM TIME TO TIME. | Management | For | For | ||||||||
2. | TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF FEBRUARY 5, 2013, AMONG LIBERTY GLOBAL, INC., CERTAIN OF ITS SUBSIDIARIES AND VIRGIN MEDIA INC., AS IT MAY BE AMENDED FROM TIME TO TIME. | Management | For | For | ||||||||
3. | TO APPROVE ANY ADJOURNMENT OF THE SPECIAL MEETING IF NECESSARY OR APPROPRIATE TO PERMIT FURTHER SOLICITATION OF PROXIES IF THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO EITHER APPROVE THE ISSUANCE OF ORDINARY SHARES IN PROPOSAL 1 OR THE ADOPTION OF THE AGREEMENT AND PLAN OF MERGER IN PROPOSAL 2. | Management | For | For |
VIRGIN MEDIA INC
| ||||||||
Security | 92769L101 | Meeting Type | Special | |||||
Ticker Symbol | VMED | Meeting Date | 04-Jun-2013 | |||||
ISIN | US92769L1017 | Agenda | 933821678 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | PROPOSAL TO ADOPT THE MERGER AGREEMENT, DATED AS OF FEBRUARY 5, 2013, AS AMENDED FROM TIME TO TIME, WITH LIBERTY GLOBAL, INC. AND CERTAIN AFFILIATES. | Management | For | For | ||||||||
2. | PROPOSAL TO APPROVE, ON AN ADVISORY NON-BINDING BASIS, THE COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO VIRGIN MEDIA’S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE VIRGIN MEDIA MERGERS PROVIDED FOR IN THE MERGER AGREEMENT. | Management | For | For | ||||||||
3. | PROPOSAL TO ADJOURN THE SPECIAL MEETING TO A LATER DATE IF THERE ARE INSUFFICIENT VOTES TO APPROVE PROPOSAL 1 AT THE TIME OF THE SPECIAL MEETING. | Management | For | For |
T-MOBILE US, INC.
| ||||||||
Security | 872590104 | Meeting Type | Annual | |||||
Ticker Symbol | TMUS | Meeting Date | 04-Jun-2013 | |||||
ISIN | US8725901040 | Agenda | 933828254 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | DIRECTOR | Management | ||||||||||
1 W. MICHAEL BARNES | For | For | ||||||||||
2 SRIKANT DATAR | For | For | ||||||||||
3 LAWRENCE H. GUFFEY | For | For | ||||||||||
4 TIMOTHEUS HOTTGES | For | For | ||||||||||
5 RAPHAEL KUBLER | For | For | ||||||||||
6 THORSTEN LANGHEIM | For | For | ||||||||||
7 JOHN J. LEGERE | For | For | ||||||||||
8 RENE OBERMANN | For | For | ||||||||||
9 JAMES N. PERRY, JR. | For | For | ||||||||||
10 TERESA A. TAYLOR | For | For | ||||||||||
11 KELVIN R. WESTBROOK | For | For | ||||||||||
2. | RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2013. | Management | For | For | ||||||||
3. | APPROVAL OF THE T-MOBILE US, INC. 2013 OMNIBUS INCENTIVE PLAN. | Management | For | For |
PRICELINE.COM INCORPORATED
| ||||||||
Security | 741503403 | Meeting Type | Annual | |||||
Ticker Symbol | PCLN | Meeting Date | 06-Jun-2013 | |||||
ISIN | US7415034039 | Agenda | 933805080 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | DIRECTOR | Management | ||||||||||
1 TIM ARMSTRONG | For | For | ||||||||||
2 HOWARD W. BARKER, JR. | For | For | ||||||||||
3 JEFFERY H. BOYD | For | For | ||||||||||
4 JAN L. DOCTER | For | For | ||||||||||
5 JEFFREY E. EPSTEIN | For | For | ||||||||||
6 JAMES M. GUYETTE | For | For | ||||||||||
7 NANCY B. PERETSMAN | For | For | ||||||||||
8 THOMAS E. ROTHMAN | For | For | ||||||||||
9 CRAIG W. RYDIN | For | For | ||||||||||
2. | TO RATIFY THE SELECTION OF DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013. | Management | For | For | ||||||||
3. | TO APPROVE ON AN ADVISORY BASIS THE COMPENSATION PAID BY THE COMPANY TO ITS NAMED EXECUTIVE OFFICERS. | Management | For | For | ||||||||
4. | TO APPROVE AN AMENDMENT TO THE COMPANY’S 1999 OMNIBUS PLAN TO INCREASE THE NUMBER OF SHARES AUTHORIZED FOR ISSUANCE UNDER THE PLAN BY 2,400,000 SHARES AND CERTAIN OTHER AMENDMENTS TO THE PLAN. | Management | For | For | ||||||||
5. | TO CONSIDER AND VOTE UPON A NON-BINDING STOCKHOLDER PROPOSAL REQUESTING THAT THE COMPANY’S BOARD OF DIRECTORS ADOPT A POLICY LIMITING THE ACCELERATION OF VESTING OF | Shareholder | Against | For |
EQUITY AWARDS GRANTED TO SENIOR EXECUTIVES IN THE EVENT OF A CHANGE IN CONTROL OF THE COMPANY. |
GRUPO MODELO SAB DE CV
| ||||||||
Security | P4833F104 | Meeting Type | ExtraOrdinary General Meeting | |||||
Ticker Symbol | Meeting Date | 07-Jun-2013 | ||||||
ISIN | MXP4833F1044 | Agenda | 704576745 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
CMMT | PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 201288 DUE TO POSTPONEMENT-OF THE MEETING DATE FROM 30 MAY 2013 TO 07 JUN 2013 AND CHANGE IN RECORD DATE-FROM 22 MAY 2013 TO 30 MAY 2013. ALL VOTES RECEIVED ON THE PREVIOUS MEETING W-ILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THA-NK YOU. | Non-Voting | ||||||||||
1 | Discussion and approval its case maybe about to matters removal from plant of Piedras Negras, the property of the company Cerveceria De Coahuila S.DE R.L. DE C.V. as part of agreement with the Department of Justice of the United States, and celebration of a perpetuity license regarding some brands of Grupo Modelo for distribution in the United States and other events related to the previous resolutions therefore | Management | ||||||||||
2 | Designation of delegates to carry out resolutions adopted by the meeting and its case formalize as proceed | Management |
STIFEL FINANCIAL CORP.
| ||||||||
Security | 860630102 | Meeting Type | Annual | |||||
Ticker Symbol | SF | Meeting Date | 12-Jun-2013 | |||||
ISIN | US8606301021 | Agenda | 933808442 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1 | DIRECTOR | Management | ||||||||||
1 MICHAEL W. BROWN | For | For | ||||||||||
2 JOHN P. DUBINSKY | For | For | ||||||||||
3 ROBERT E. GRADY | For | For | ||||||||||
4 THOMAS B. MICHAUD | For | For | ||||||||||
5 JAMES M. OATES | For | For | ||||||||||
6 BEN A. PLOTKIN | For | For | ||||||||||
7 MICHAEL J. ZIMMERMAN | For | For | ||||||||||
2 | PROPOSAL TO APPROVE AN ADVISORY RESOLUTION RELATING TO THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS | Management | For | For | ||||||||
3 | RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT PUBLIC ACCOUNTING FIRM FOR 2013 | Management | For | For |
ASSET ACCEPTANCE CAPITAL CORP.
| ||||||||
Security | 04543P100 | Meeting Type | Special | |||||
Ticker Symbol | AACC | Meeting Date | 13-Jun-2013 | |||||
ISIN | US04543P1003 | Agenda | 933825070 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1 | APPROVAL AND ADOPTION OF THE AGREEMENT AND PLAN OF MERGER, DATED AS OF MARCH 6, 2013 (THE “MERGER AGREEMENT”), BY AND AMONG AACC, ENCORE CAPITAL GROUP, INC., A DELAWARE CORPORATION (“ENCORE”), AND PINNACLE SUB, INC., A DELAWARE CORPORATION AND A WHOLLY OWNED SUBSIDIARY OF ENCORE (“MERGER SUB”), ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. | Management | For | For | ||||||||
2 | THE ADVISORY (NON-BINDING) APPROVAL OF CERTAIN “GOLDEN PARACHUTE” COMPENSATION PAYABLE TO AACC NAMED EXECUTIVE OFFICERS WHICH IS RELATED TO THE MERGER. | Management | For | For | ||||||||
3 | APPROVAL OF ANY ADJOURNMENT OR POSTPONEMENT OF THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING (OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF) TO ADOPT THE MERGER AGREEMENT. | Management | For | For |
NETSPEND HOLDINGS, INC (NTSP)
| ||||||||
Security | 64118V106 | Meeting Type | Special | |||||
Ticker Symbol | NTSP | Meeting Date | 18-Jun-2013 | |||||
ISIN | US64118V1061 | Agenda | 933807945 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF FEBRUARY 19, 2013, BY AND AMONG TOTAL SYSTEM SERVICES, INC., GENERAL MERGER SUB, INC. AND NETSPEND HOLDINGS, INC., AS IT MAY BE AMENDED FROM TIME TO TIME. | Management | For | For | ||||||||
2. | TO ADJOURN THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, INCLUDING TO SOLICIT ADDITIONAL VOTES IN FAVOR OF THE PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF MERGER, IF THERE ARE INSUFFICIENT VOTES TO ADOPT THE AGREEMENT AND PLAN OF MERGER AT THE TIME OF THE SPECIAL MEETING. | Management | For | For | ||||||||
3. | TO APPROVE A NON-BINDING ADVISORY PROPOSAL TO APPROVE CERTAIN AGREEMENTS WITH, AND ITEMS OF COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO, NETSPEND HOLDINGS, INC.‘S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER CONTEMPLATED BY THE AGREEMENT AND PLAN OF MERGER. | Management | For | For |
NATIONAL FINANCIAL PARTNERS CORP.
| ||||||||
Security | 63607P208 | Meeting Type | Special | |||||
Ticker Symbol | NFP | Meeting Date | 19-Jun-2013 | |||||
ISIN | US63607P2083 | Agenda | 933831857 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | THE PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF MERGER (THE “MERGER AGREEMENT”), DATED AS OF APRIL 14, 2013, BY AND AMONG NATIONAL FINANCIAL PARTNERS CORP. (“NFP”), PATRIOT PARENT CORP. AND PATRIOT MERGER CORP. | Management | For | For | ||||||||
2. | THE PROPOSAL TO APPROVE, BY A NON-BINDING | Management | For | For |
ADVISORY VOTE, THE SPECIFIED COMPENSATION ARRANGEMENTS DISCLOSED IN THE PROXY STATEMENT THAT MAY BE PAYABLE TO NFP’S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE CONSUMMATION OF THE MERGER. | ||||||||||||
3. | THE PROPOSAL TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE IN THE VIEW OF THE NFP BOARD OF DIRECTORS, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO ADOPT THE MERGER AGREEMENT. | Management | For | For |
PALOMAR MEDICAL TECHNOLOGIES, INC.
| ||||||||
Security | 697529303 | Meeting Type | Special | |||||
Ticker Symbol | PMTI | Meeting Date | 24-Jun-2013 | |||||
ISIN | US6975293035 | Agenda | 933841618 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | TO ADOPT THE MERGER AGREEMENT | Management | For | For | ||||||||
2. | TO APPROVE, ON AN ADVISORY (NON- BINDING) BASIS, THE COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO PALOMAR’S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER | Management | For | For | ||||||||
3. | TO ADJOURN THE PALOMAR SPECIAL MEETING | Management | For | For |
SPRINT NEXTEL CORPORATION
| ||||||||
Security | 852061100 | Meeting Type | Special | |||||
Ticker Symbol | S | Meeting Date | 25-Jun-2013 | |||||
ISIN | US8520611000 | Agenda | 933817643 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | ADOPTION OF THE AGREEMENT AND PLAN OF MERGER, DATED AS OF OCTOBER 15, 2012, AS AMENDED ON NOVEMBER 29, 2012, APRIL 12, 2013 AND JUNE 10, 2013 (THE “MERGER AGREEMENT”) AMONG SOFTBANK CORP., STARBURST I, INC., STARBURST II, INC., STARBURST III, INC., AND SPRINT NEXTEL CORPORATION. | Management | For | For | ||||||||
2. | APPROVAL, BY A NON-BINDING ADVISORY VOTE, OF CERTAIN COMPENSATION ARRANGEMENTS FOR SPRINT NEXTEL CORPORATION’S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER CONTEMPLATED BY THE MERGER AGREEMENT. | Management | For | For | ||||||||
3. | APPROVAL OF ANY MOTION TO POSTPONE OR ADJOURN THE SPRINT NEXTEL CORPORATION SPECIAL STOCKHOLDERS’ MEETING, IF NECESSARY TO SOLICIT ADDITIONAL PROXIES TO APPROVE PROPOSAL 1. | Management | For | For |
LUFKIN INDUSTRIES, INC.
| ||||||||
Security | 549764108 | Meeting Type | Special | |||||
Ticker Symbol | LUFK | Meeting Date | 27-Jun-2013 | |||||
ISIN | US5497641085 | Agenda | 933842812 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | TO APPROVE THE AGREEMENT AND PLAN | Management | For | For |
OF MERGER, DATED AS OF APRIL 5, 2013, BY AND AMONG GENERAL ELECTRIC COMPANY, RED ACQUISITION, INC., AND LUFKIN INDUSTRIES, INC., AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME | ||||||||||||
2. | TO ADJOURN THE SPECIAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE MEETING TO APPROVE THE MERGER AGREEMENT | Management | For | For | ||||||||
3. | TO APPROVE, ON A NON-BINDING, ADVISORY BASIS, THE COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO LUFKIN INDUSTRIES, INC.‘S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER | Management | For | For |
THE ARBITRAGE EVENT-DRIVEN FUND
Investment Company Report
CATALYST HEALTH SOLUTIONS, INC.
| ||||||||
Security | 14888B103 | Meeting Type | Special | |||||
Ticker Symbol | CHSI | Meeting Date | 02-Jul-2012 | |||||
ISIN | US14888B1035 | Agenda | 933655524 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF APRIL 17, 2012, BY AND AMONG SXC HEALTH SOLUTIONS CORP., SXC HEALTH SOLUTIONS, INC., CATAMARAN I CORP., CATAMARAN II LLC AND CATALYST HEALTH SOLUTIONS, INC. | Management | For | For | ||||||||
2. | TO APPROVE, BY NON-BINDING ADVISORY VOTE, CERTAIN COMPENSATION ARRANGEMENTS FOR CATALYST’S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER CONTEMPLATED BY THE MERGER AGREEMENT. | Management | For | For | ||||||||
3. | TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING BY CATALYST’S STOCKHOLDERS IF NECESSARY TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES IN FAVOR OF THE PROPOSAL TO ADOPT THE MERGER AGREEMENT. | Management | For | For |
EASYLINK SERVICES INTERNATIONAL CORP.
| ||||||||
Security | 277858106 | Meeting Type | Special | |||||
Ticker Symbol | ESIC | Meeting Date | 02-Jul-2012 | |||||
ISIN | US2778581064 | Agenda | 933656792 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | TO ADOPT THE AGREEMENT AND PLAN OF MERGER DATED AS OF MAY 1, 2012, AS IT MAY BE AMENDED FROM TIME TO TIME, BY AND AMONG EASYLINK SERVICES INTERNATIONAL CORPORATION, OPEN TEXT CORPORATION AND EPIC ACQUISITION SUB INC. | Management | For | For | ||||||||
2. | TO APPROVE, ON A NONBINDING ADVISORY BASIS, THE GOLDEN PARACHUTE COMPENSATION THAT WILL BE PAYABLE TO THE NAMED EXECUTIVE OFFICERS OF EASYLINK SERVICES INTERNATIONAL CORPORATION IN CONNECTION WITH THE CONSUMMATION OF THE MERGER PURSUANT TO THE AGREEMENT AND PLAN OF MERGER. | Management | For | For | ||||||||
3. | TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE THE PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF MERGER. | Management | For | For |
STANDARD MICROSYSTEMS CORPORATION
| ||||||||
Security | 853626109 | Meeting Type | Special | |||||
Ticker Symbol | SMSC | Meeting Date | 10-Jul-2012 | |||||
ISIN | US8536261097 | Agenda | 933654091 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1 | TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF MAY 1, 2012, BY AND AMONG MICROCHIP TECHNOLOGY INCORPORATED, A DELAWARE CORPORATION, MICROCHIP TECHNOLOGY MANAGEMENT CO., A DELAWARE CORPORATION AND A WHOLLY OWNED SUBSIDIARY OF MICROCHIP TECHNOLOGY INCORPORATED, AND STANDARD MICROSYSTEMS CORPORATION, AS IT MAY BE AMENDED FROM TIME TO TIME. | Management | For | For | ||||||||
2 | TO APPROVE ANY MOTION TO ADJOURN THE SPECIAL MEETING TO A LATER DATE OR TIME, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IN THE EVENT THERE ARE INSUFFICIENT VOTES AT THE TIME OF SUCH ADJOURNMENT TO ADOPT THE MERGER AGREEMENT. | Management | For | For | ||||||||
3 | TO APPROVE, ON AN ADVISORY (NON-BINDING) BASIS, THE COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO STANDARD MICROSYSTEMS CORPORATION’S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER, INCLUDING THE AGREEMENTS AND UNDERSTANDINGS PURSUANT TO WHICH SUCH COMPENSATION MAY BE PAID OR BECOME PAYABLE. | Management | For | For |
RESEARCH IN MOTION LIMITED
| ||||||||
Security | 760975102 | Meeting Type | Annual | |||||
Ticker Symbol | RIMM | Meeting Date | 10-Jul-2012 | |||||
ISIN | CA7609751028 | Agenda | 933659495 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
01 | DIRECTOR | Management | ||||||||||
1 TIMOTHY DATTELS | For | For | ||||||||||
2 THORSTEN HEINS | For | For | ||||||||||
3 DAVID KERR | For | For | ||||||||||
4 CLAUDIA KOTCHKA | For | For | ||||||||||
5 MIKE LAZARIDIS | For | For | ||||||||||
6 ROGER MARTIN | For | For | ||||||||||
7 JOHN RICHARDSON | For | For | ||||||||||
8 BARBARA STYMIEST | For | For | ||||||||||
9 PREM WATSA | For | For | ||||||||||
10 JOHN WETMORE | For | For | ||||||||||
02 | RESOLUTION APPROVING THE RE- APPOINTMENT OF ERNST & YOUNG LLP AS AUDITORS OF THE COMPANY AND AUTHORIZING THE BOARD OF DIRECTORS TO FIX THE AUDITORS’ REMUNERATION. | Management | For | For | ||||||||
03 | NON-BINDING ADVISORY RESOLUTION THAT THE SHAREHOLDERS ACCEPT THE COMPANY’S APPROACH TO EXECUTIVE COMPENSATION AS DISCLOSED IN THE MANAGEMENT INFORMATION CIRCULAR FOR THE MEETING. | Management | For | For |
LOGICA, LONDON
| ||||||||
Security | G55552106 | Meeting Type | Ordinary General Meeting | |||||
Ticker Symbol | Meeting Date | 16-Jul-2012 | ||||||
ISIN | GB0005227086 | Agenda | 703943262 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1 | For the purposes of giving effect to the proposed Scheme of Arrangement (the Scheme) referred to in the Notice convening the General Meeting in its original form or with or subject to any modification, addition or condition approved or imposed by the Court: (a) the directors of Logica plc be authorised to take all such action as they may consider necessary or appropriate for carrying the Scheme into effect; (b) the share capital of Logica plc be reduced by cancelling and extinguishing all of the Scheme Shares (as defined in the Scheme); (c) subject to, and forthwith upon, the reduction of capital referred to in (b) above taking effect, the application of the reserve arising following the reduction in share capital be applied in paying up new ordinary shares to be allotted and issued, credited as fully paid, to CGI Europe (as defined in the Scheme) and/or its nominee(s) in accordance with the Scheme; (d) subject to, and forthwith upon, the reduction of capital referred to in (b) above taking effect, authority be given to the directors under section 551 of the Companies Act 2006 to allot and issue ordinary shares for the purposes of implementing the Scheme; and (e) the inclusion and adoption of a new article 141 in the Articles of Association of Logica plc be approved | Management | For | For | ||||||||
CMMT | PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE IN TEXT OF RESOLUTION. IF YO-U HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS-YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. | Non-Voting |
LOGICA, LONDON
| ||||||||
Security | G55552106 | Meeting Type | Court Meeting | |||||
Ticker Symbol | Meeting Date | 16-Jul-2012 | ||||||
ISIN | GB0005227086 | Agenda | 703943274 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
CMMT | PLEASE NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION FOR THIS MEETING TYPE.-PLEASE CHOOSE BETWEEN “FOR” AND “AGAINST” ONLY. SHOULD YOU CHOOSE TO VOTE-ABSTAIN FOR THIS MEETING THEN YOUR VOTE WILL BE DISREGARDED BY THE ISSUER OR-ISSUERS AGENT. | Non-Voting | ||||||||||
1 | To approve the proposed Scheme of Arrangement | Management | For | For |
MEDTOX SCIENTIFIC, INC.
| ||||||||
Security | 584977201 | Meeting Type | Special | |||||
Ticker Symbol | MTOX | Meeting Date | 31-Jul-2012 | |||||
ISIN | US5849772018 | Agenda | 933666147 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF JUNE 3, 2012, AS IT MAY BE AMENDED FROM TIME TO TIME, BY AND AMONG MEDTOX SCIENTIFIC, INC., LABORATORY CORPORATION OF AMERICA HOLDINGS AND MERCER ACQUISITION CORP. (THE “AGREEMENT AND PLAN OF MERGER”). | Management | For | For | ||||||||
2. | TO APPROVE AN ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT | Management | For | For |
VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE THE PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF MERGER. | ||||||||||||
3. | TO APPROVE, ON A NONBINDING ADVISORY BASIS, “GOLDEN PARACHUTE” COMPENSATION (AS DEFINED IN THE REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION) PAYABLE TO CERTAIN OF THE COMPANY’S EXECUTIVE OFFICERS IN CONNECTION WITH THE CONSUMMATION OF THE MERGER. | Management | For | For |
GEN-PROBE INCORPORATED
| ||||||||
Security | 36866T103 | Meeting Type | Special | |||||
Ticker Symbol | GPRO | Meeting Date | 31-Jul-2012 | |||||
ISIN | US36866T1034 | Agenda | 933667000 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF MERGER BY AND AMONG GEN-PROBE INCORPORATED, HOLOGIC, INC. AND GOLD ACQUISITION CORP., AS IT MAY BE AMENDED FROM TIME TO TIME (THE “AGREEMENT AND PLAN OF MERGER”). | Management | For | For | ||||||||
2. | PROPOSAL TO ADJOURN THE SPECIAL MEETING TO A LATER DATE TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES TO APPROVE PROPOSAL 1 AT THE TIME OF THE SPECIAL MEETING. | Management | For | For | ||||||||
3. | PROPOSAL TO APPROVE, ON A NON-BINDING ADVISORY BASIS, CERTAIN COMPENSATION ARRANGEMENTS FOR GEN-PROBE INCORPORATED’S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE AGREEMENT AND PLAN OF MERGER. | Management | For | For |
LECROY CORPORATION
| ||||||||
Security | 52324W109 | Meeting Type | Special | |||||
Ticker Symbol | LCRY | Meeting Date | 02-Aug-2012 | |||||
ISIN | US52324W1099 | Agenda | 933668189 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF MAY 28, 2012, BY AND AMONG LECROY CORPORATION, A DELAWARE CORPORATION, TELEDYNE TECHNOLOGIES INCORPORATED, A DELAWARE CORPORATION (“TELEDYNE”), AND LUNA MERGER SUB, INC., A DELAWARE CORPORATION AND A WHOLLY OWNED SUBSIDIARY OF TELEDYNE. | Management | For | For | ||||||||
2. | TO APPROVE, ON A NON-BINDING ADVISORY BASIS, THE COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO LECROY CORPORATION’S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER, INCLUDING THE AGREEMENTS AND UNDERSTANDINGS PURSUANT TO WHICH SUCH COMPENSATION MAY BE PAID OR BECOME PAYABLE. | Management | For | For | ||||||||
3. | TO ADJOURN THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE THE PROPOSAL TO ADOPT THE MERGER AGREEMENT. | Management | For | For |
TNT EXPRESS NV, AMSTERDAM
| ||||||||
Security | N8726Y106 | Meeting Type | ExtraOrdinary General Meeting | |||||
Ticker Symbol | Meeting Date | 06-Aug-2012 | ||||||
ISIN | NL0009739424 | Agenda | 703944997 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
CMMT | PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 102681 DUE TO CHANGE IN RE-CORD DATE FROM 08 JUN TO 09 JUL 2012. ALL VOTES RECEIVED ON THE PREVIOUS MEETI-NG WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE.- THANK YOU. | Non-Voting | ||||||||||
1 | Opening and announcements | Non-Voting | ||||||||||
2 | Explanation of the public offer by UPS BidCo B.V. (the Offeror), an indirectly-wholly-owned subsidiary of United Parcel Service, Inc. (UPS) on all issued an-d outstanding ordinary shares and all issued and outstanding American deposita-ry shares in the capital of TNT Express N.V. (the Offer) | Non-Voting | ||||||||||
3.a | Composition of the Supervisory Board: Conditional appointment of Mr D.J. Brutto as member of the Supervisory Board as per the Settlement Date | Management | For | For | ||||||||
3.b | Composition of the Supervisory Board: Conditional appointment of Mr J. Barber as member of the Supervisory Board as per the Settlement Date | Management | For | For | ||||||||
3.c | Composition of the Supervisory Board: Conditional appointment of Mr J. Firestone as member of the Supervisory Board as per the Settlement Date | Management | For | For | ||||||||
3.d | Composition of the Supervisory Board: Full and final release and discharge from liability of Mr A. Burgmans, Mr L.W. Gunning, Ms M.E. Harris and Mr R. King in connection with their conditional resignation as members of the Supervisory Board as per the Settlement Date | Management | For | For | ||||||||
4 | Any other business | Non-Voting | ||||||||||
5 | Closing | Non-Voting |
PROGRESS ENERGY, INC.
| ||||||||
Security | 743263105 | Meeting Type | Annual | |||||
Ticker Symbol | Meeting Date | 06-Aug-2012 | ||||||
ISIN | US7432631056 | Agenda | 933663987 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1A | ELECTION OF DIRECTOR: JOHN D. BAKER II | Management | For | For | ||||||||
1B | ELECTION OF DIRECTOR: JAMES E. BOSTIC, JR. | Management | For | For | ||||||||
1C | ELECTION OF DIRECTOR: HARRIS E. DELOACH, JR. | Management | For | For | ||||||||
1D | ELECTION OF DIRECTOR: JAMES B. HYLER, JR. | Management | For | For | ||||||||
1E | ELECTION OF DIRECTOR: WILLIAM D. JOHNSON | Management | For | For | ||||||||
1F | ELECTION OF DIRECTOR: ROBERT W. JONES | Management | For | For | ||||||||
1G | ELECTION OF DIRECTOR: W. STEVEN JONES | Management | For | For | ||||||||
1H | ELECTION OF DIRECTOR: MELQUIADES MARTINEZ | Management | For | For | ||||||||
1I | ELECTION OF DIRECTOR: E. MARIE MCKEE | Management | For | For | ||||||||
1J | ELECTION OF DIRECTOR: JOHN H. MULLIN, III | Management | For | For |
1K | ELECTION OF DIRECTOR: CHARLES W. PRYOR, JR. | Management | For | For | ||||||||
1L | ELECTION OF DIRECTOR: CARLOS A. SALADRIGAS | Management | For | For | ||||||||
1M | ELECTION OF DIRECTOR: THERESA M. STONE | Management | For | For | ||||||||
1N | ELECTION OF DIRECTOR: ALFRED C. TOLLISON, JR. | Management | For | For | ||||||||
02 | ADVISORY (NONBINDING) VOTE TO APPROVE THE COMPANY’S EXECUTIVE COMPENSATION. | Management | For | For | ||||||||
03 | RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE LLP AS PROGRESS ENERGY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2012. | Management | For | For | ||||||||
04 | RE-APPROVE THE MATERIAL TERMS OF PERFORMANCE GOALS UNDER THE COMPNAY’S 2007 EQUITY INCENTIVE PLAN AS REQUIRED BY SECTION 162(M) OF THE INTERNAL REVENUE CODE. | Management | For | For |
CHALLENGER INFRASTRUCTURE FUND
| ||||||||
Security | Q2266C118 | Meeting Type | Ordinary General Meeting | |||||
Ticker Symbol | Meeting Date | 15-Aug-2012 | ||||||
ISIN | AU000000CIF1 | Agenda | 703981010 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
CMMT | VOTING EXCLUSIONS APPLY TO THIS MEETING FOR PROPOSAL 1 AND VOTES CAST BY ANY-INDIVIDUAL OR RELATED PARTY WHO BENEFIT FROM THE PASSING OF THE PROPOSAL/S-WILL BE DISREGARDED BY THE COMPANY. HENCE, IF YOU HAVE OBTAINED BENEFIT OR-EXPECT TO OBTAIN FUTURE BENEFIT YOU SHOULD NOT VOTE (OR VOTE “ABSTAIN”) ON-THE RELEVANT PROPOSAL ITEMS. BY DOING SO, YOU ACKNOWLEDGE THAT YOU HAVE-OBTAINED BENEFIT OR EXPECT TO OBTAIN BENEFIT BY THE PASSING OF THE RELEVANT-PROPOSAL/S. BY VOTING (FOR OR AGAINST) ON PROPOSAL (1), YOU ACKNOWLEDGE THAT-YOU HAVE NOT OBTAINED BENEFIT NEITHER EXPECT TO OBTAIN BENEFIT BY THE PASSING-OF THE RELEVANT PROPOSAL/S AND YOU COMPLY WITH THE VOTING EXCLUSION. | Non-Voting | ||||||||||
1 | Sale of main undertaking | Management | For | For |
CHINA GAS HOLDINGS LTD
| ||||||||
Security | G2109G103 | Meeting Type | Annual General Meeting | |||||
Ticker Symbol | Meeting Date | 16-Aug-2012 | ||||||
ISIN | BMG2109G1033 | Agenda | 703965472 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
CMMT | PLEASE NOTE THAT THE COMPANY NOTICE IS AVAILABLE BY CLICKING ON THE URL LINK:- http://www.hkexnews.hk/listedco/listconews/sehk/ 2012/0713/LTN20120713344.pdf | Non-Voting | ||||||||||
CMMT | PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘AGAINST’-ONLY FOR ALL RESOLUTIONS. THANK YOU. | Non-Voting | ||||||||||
1 | To receive and consider the audited consolidated financial statements and the reports of directors and auditors of the Company for the year ended 31 March 2012 | Management | For | For | ||||||||
2 | To declare a final dividend of HK3.92 cents per share for the year ended 31 March 2012 | Management | For | For |
3a.i | To re-elect Mr. Ma Jinlong as a director | Management | For | For | ||||||||
3a.ii | To re-elect Mr. Moon Duk Kyu as a director | Management | For | For | ||||||||
3aiii | To re-elect Dr. Mao Erwan as a director | Management | For | For | ||||||||
3.b | To authorize the board of directors of the Company to fix the directors’ remuneration | Management | For | For | ||||||||
4 | To re-appoint the auditors of the Company and to authorise the board of directors to fix their remuneration | Management | For | For | ||||||||
5 | To grant a general mandate to the Directors to repurchase the Company’s own shares (Ordinary Resolution No. 5 of the Notice) | Management | For | For | ||||||||
6 | To grant a general mandate to the Directors to issue and allot the Company’s shares (Ordinary Resolution No. 6 of the Notice) | Management | For | For | ||||||||
7 | To include nominal amount of the shares repurchased by the Company in Resolution No. 5 to mandate granted to the Directors in Resolution No. 6 (Ordinary Resolution No. 7 of the Notice) | Management | For | For | ||||||||
CMMT | PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF ACTUAL RECORD DATE 09 AU-G 2012. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROX-Y FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. | Non-Voting |
CHINA GAS HOLDINGS LTD
| ||||||||
Security | G2109G103 | Meeting Type | Special General Meeting | |||||
Ticker Symbol | Meeting Date | 16-Aug-2012 | ||||||
ISIN | BMG2109G1033 | Agenda | 703988583 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
CMMT | PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘AGAINST’ FOR-RESOLUTION “1”. THANK YOU. | Non-Voting | ||||||||||
CMMT | PLEASE NOTE THAT THE COMPANY NOTICE IS AVAILABLE BY CLICKING ON THE URL LINK:- http://www.hkexnews.hk/listedco/listconews/SEH K/2012/0731/LTN20120731269.pdf | Non-Voting | ||||||||||
1 | To approve, confirm and ratify the 51% Agreement and the transactions contemplated thereunder and to authorise any one or more of the directors of the Company to do all such acts and things and execute all such documents which he/they consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the 51% Agreement and the transactions contemplated thereunder | Management | For | For | ||||||||
CMMT | PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE IN RECORD DATE FROM 15 AUG 2-012 TO 09 AUG 2012. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETU-RN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THAN-K YOU. | Non-Voting |
YOUKU.COM INC
| ||||||||
Security | 98742U100 | Meeting Type | Annual | |||||
Ticker Symbol | YOKU | Meeting Date | 20-Aug-2012 | |||||
ISIN | US98742U1007 | Agenda | 933673077 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
O1 | THAT THE ISSUANCE OF YOUKU CLASS A SHARES, INCLUDING YOUKU CLASS A SHARES UNDERLYING THE ADSS (“SHARE ISSUANCE”) THAT CONSTITUTE CONSIDERATION FOR MERGER (“MERGER”) | Management | Against | Against |
PURSUANT TO AGREEMENT AND PLAN OF MERGER (“MERGER AGREEMENT”) DATED MARCH 11, 2012, BY AND AMONG YOUKU, TUDOU HOLDINGS LIMITED (“TUDOU”) AND TWO MERGER SUB INC. (“MERGER SUB”), BE AND HEREBY IS AUTHORIZED AND APPROVED | ||||||||||||
S2 | THAT A NEW AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF YOUKU BE AND IS APPROVED AND ADOPTED TO CHANGE YOUKU’S LEGAL NAME (“NAME CHANGE”) FROM “YOUKU INC.” TO “YOUKU TUDOU INC.” | Management | Against | Against | ||||||||
S3 | THAT, A NEW AMENDED AND RESTATED ARTICLES OF ASSOCIATION (“NEW ARTICLES”) BE AND HEREBY IS APPROVED AND ADOPTED. | Management | Against | Against | ||||||||
S4 | THAT IT BE AND HEREBY IS AUTHORIZED AND APPROVED THAT THE LEAD SENTENCE IN THE SECOND PARAGRAPH IN ARTICLE 6(C) OF THE CURRENT ARTICLES BE REPLACED IN ITS ENTIRETY WITH THE SENTENCE IN THE SAME NUMBERED ARTICLE OF THE NEW ARTICLES | Management | Against | Against | ||||||||
O5 | THAT, IN THE EVENT THAT THERE ARE INSUFFICIENT PROXIES RECEIVED AT THE TIME OF THE MEETING AND CLASS MEETINGS, THE CHAIRMAN OF THE MEETING AND CLASS MEETINGS (AS APPLICABLE) BE INSTRUCTED TO ADJOURN THE MEETING AND CLASS MEETINGS (AS APPLICABLE), ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. | Management | Against | Against |
COLLECTIVE BRANDS, INC.
| ||||||||
Security | 19421W100 | Meeting Type | Special | |||||
Ticker Symbol | PSS | Meeting Date | 21-Aug-2012 | |||||
ISIN | US19421W1009 | Agenda | 933671530 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF MAY 1, 2012, AS IT MAY BE AMENDED FROM TIME TO TIME, AMONG COLLECTIVE BRANDS, INC., WBG- PSS HOLDINGS LLC, WBG-PSS MERGER SUB INC. AND WOLVERINE WORLD WIDE, INC. | Management | For | For | ||||||||
2. | TO ADJOURN THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE THE PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF MERGER. | Management | For | For | ||||||||
3. | TO APPROVE, BY NON-BINDING, ADVISORY VOTE, CERTAIN COMPENSATION ARRANGEMENTS FOR COLLECTIVE BRANDS, INC.‘S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER CONTEMPLATED BY THE AGREEMENT AND PLAN OF MERGER. | Management | For | For |
ARIBA, INC.
| ||||||||
Security | 04033V203 | Meeting Type | Special | |||||
Ticker Symbol | ARBA | Meeting Date | 29-Aug-2012 | |||||
ISIN | US04033V2034 | Agenda | 933672380 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF MAY 22, 2012, BY AND AMONG SAP AMERICA, INC., A | Management | For | For |
DELAWARE CORPORATION (SAP), ANGEL EXPANSION CORPORATION, A DELAWARE CORPORATION AND WHOLLY-OWNED SUBSIDIARY OF SAP, AND ARIBA, AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME. | ||||||||||||
2. | TO APPROVE, ON A NON-BINDING ADVISORY BASIS, THE COMPENSATION TO BE PAID TO ARIBA’S NAMED EXECUTIVE OFFICERS THAT IS BASED ON OR OTHERWISE RELATES TO THE MERGER, INCLUDING THE AGREEMENTS AND UNDERSTANDINGS WITH ARIBA PURSUANT TO WHICH SUCH COMPENSATION MAY BE PAID OR BECOME PAYABLE. | Management | For | For | ||||||||
3. | TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING TO A LATER DATE, IF THE CHAIRMAN OF THE SPECIAL MEETING DETERMINES THAT IT IS NECESSARY OR APPROPRIATE AND IS PERMITTED BY THE MERGER AGREEMENT, TO SOLICIT ADDITIONAL PROXIES IF THERE IS NOT A QUORUM PRESENT OR THERE ARE NOT SUFFICIENT VOTES IN FAVOR OF ADOPTION OF THE MERGER AGREEMENT AT THE TIME OF THE MEETING. | Management | For | For |
THE PEP BOYS - MANNY, MOE & JACK
| ||||||||
Security | 713278109 | Meeting Type | Annual | |||||
Ticker Symbol | PBY | Meeting Date | 12-Sep-2012 | |||||
ISIN | US7132781094 | Agenda | 933671376 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1A. | ELECTION OF DIRECTOR: JANE SCACCETTI | Management | For | For | ||||||||
1B. | ELECTION OF DIRECTOR: JOHN T. SWEETWOOD | Management | For | For | ||||||||
1C. | ELECTION OF DIRECTOR: M. SHAN ATKINS | Management | For | For | ||||||||
1D. | ELECTION OF DIRECTOR: ROBERT H. HOTZ | Management | For | For | ||||||||
1E. | ELECTION OF DIRECTOR: JAMES A. MITAROTONDA | Management | For | For | ||||||||
1F. | ELECTION OF DIRECTOR: NICK WHITE | Management | For | For | ||||||||
1G. | ELECTION OF DIRECTOR: MICHAEL R. ODELL | Management | For | For | ||||||||
2. | AN ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION. | Management | For | For | ||||||||
3. | THE RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. | Management | For | For | ||||||||
4. | A SHAREHOLDER PROPOSAL REGARDING REQUIRING OUR EXECUTIVE OFFICERS TO RETAIN PEP BOYS STOCK FOLLOWING THE TERMINATION OF THEIR EMPLOYMENT, IF PRESENTED BY ITS PROPONENT. | Shareholder | Against | For |
INTEGRATED DEVICE TECHNOLOGY, INC.
| ||||||||
Security | 458118106 | Meeting Type | Annual | |||||
Ticker Symbol | IDTI | Meeting Date | 13-Sep-2012 | |||||
ISIN | US4581181066 | Agenda | 933675691 - Management |
Item | Proposal | Type | Vote | For/Against Management
| ||||||||
1. | DIRECTOR | Management | ||||||||||
1 JOHN SCHOFIELD | For | For | ||||||||||
2 JEFF MCCREARY | For | For | ||||||||||
3 UMESH PADVAL | For | For | ||||||||||
4 GORDON PARNELL | For | For |
5 DONALD SCHROCK | For | For | ||||||||||
6 RON SMITH, PH.D. | For | For | ||||||||||
7 T.L. TEWKSBURY III, PHD | For | For | ||||||||||
8 PETER FELD | For | For | ||||||||||
2. | TO APPROVE, ON A NON-BINDING, ADVISORY BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE PROXY STATEMENT PURSUANT TO THE COMPENSATION DISCLOSURE RULES OF THE SECURITIES AND EXCHANGE COMMISSION (“SAY-ON- PAY”). | Management | For | For | ||||||||
3. | TO APPROVE AN AMENDMENT AND RESTATEMENT TO THE 2009 EMPLOYEE STOCK PURCHASE PLAN TO INCREASE THE NUMBER OF SHARES RESERVED FOR ISSUANCE THEREUNDER FROM 9,000,000 TO 14,000,000. | Management | For | For | ||||||||
4. | TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR ITS FISCAL YEAR ENDING MARCH 31, 2013. | Management | For | For |
LITTLE WORLD BEVERAGES LTD
| ||||||||
Security | Q55814109 | Meeting Type | ExtraOrdinary General Meeting | |||||
Ticker Symbol | Meeting Date | 17-Sep-2012 | ||||||
ISIN | AU000000LWB2 | Agenda | 704014048 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1 | The scheme of arrangement proposed between LWB and the holders of its shares, as contained in and more particularly described in the scheme booklet of which the notice of this meeting forms part, is agreed to, with or without alteration | Management | For | For |
TYCO INTERNATIONAL LTD.
| ||||||||
Security | H89128104 | Meeting Type | Special | |||||
Ticker Symbol | TYC | Meeting Date | 17-Sep-2012 | |||||
ISIN | CH0100383485 | Agenda | 933676580 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | THE APPROVAL OF THE DISTRIBUTION OF SHARES OF ADT COMMON STOCK TO BE MADE IN THE FORM OF A SPECIAL DIVIDEND IN KIND OUT OF QUALIFYING CONTRIBUTED SURPLUS. | Management | For | For | ||||||||
2. | THE APPROVAL OF THE DISTRIBUTION OF TYCO FLOW CONTROL COMMON SHARES TO BE MADE IN THE FORM OF A SPECIAL DIVIDEND IN KIND OUT OF QUALIFYING CONTRIBUTED SURPLUS. | Management | For | For | ||||||||
3. | DIRECTOR | Management | ||||||||||
1 GEORGE R. OLIVER | For | For | ||||||||||
2 FRANK M. DRENDEL | For | For | ||||||||||
4. | THE APPROVAL OF THE PAYMENT OF AN ORDINARY CASH DIVIDEND OUT OF QUALIFYING CONTRIBUTED SURPLUS IN THE AGGREGATE AMOUNT OF UP TO $0.30 PER SHARE. | Management | For | For | ||||||||
5. | THE APPROVAL OF THE TYCO INTERNATIONAL LTD. 2012 STOCK AND INCENTIVE PLAN. | Management | For | For |
BRIGHTPOINT, INC.
| ||||||||
Security | 109473405 | Meeting Type | Special | |||||
Ticker Symbol | CELL | Meeting Date | 19-Sep-2012 | |||||
ISIN | US1094734050 | Agenda | 933680527 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | TO APPROVE THE AGREEMENT AND PLAN OF MERGER, DATED AS OF JUNE 29, 2012 (THE “MERGER AGREEMENT”), BY AND AMONG THE COMPANY, INGRAM MICRO, INC., A DELAWARE CORPORATION (“PARENT”) AND MERGER SUB, INC., AND INDIANA CORPORATION AND WHOLLY- OWNED SUBSIDIARY OF PARENT (“MERGER SUB”), ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. | Management | For | For | ||||||||
2. | TO APPROVE, ON A NON-BINDING, ADVISORY BASIS, THE COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO THE COMPANY’S NAMED EXECUTIVE OFFICERS THAT IS BASED ON OR OTHERWISE RELATES TO THE MERGER. | Management | For | For | ||||||||
3. | TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE THE MERGER AGREEMENT. | Management | For | For |
BEACON FEDERAL BANCORP, INC.
| ||||||||
Security | 073582108 | Meeting Type | Special | |||||
Ticker Symbol | BFED | Meeting Date | 20-Sep-2012 | |||||
ISIN | US0735821086 | Agenda | 933678976 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | THE PROPOSAL TO APPROVE THE AGREEMENT AND PLAN OF MERGER, DATED AS OF MAY 31, 2012, BY AND BETWEEN BERKSHIRE HILLS BANCORP, INC. AND BEACON FEDERAL BANCORP, INC. | Management | For | For | ||||||||
2. | THE PROPOSAL TO APPROVE, BY NON- BINDING, ADVISORY VOTE, CERTAIN COMPENSATION ARRANGEMENTS FOR BEACON FEDERAL BANCORP, INC.‘S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER. | Management | For | For | ||||||||
3. | THE PROPOSAL TO ADJOURN THE SPECIAL MEETING TO PERMIT FURTHER SOLICITATION OF PROXIES IF THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE THE MERGER AGREEMENT. | Management | For | For |
NEXEN INC.
| ||||||||
Security | 65334H102 | Meeting Type | Special | |||||
Ticker Symbol | NXY | Meeting Date | 20-Sep-2012 | |||||
ISIN | CA65334H1029 | Agenda | 933680921 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
01 | A SPECIAL RESOLUTION, THE FULL TEXT OF WHICH IS SET FORTH IN APPENDIX A TO THE ACCOMPANYING INFORMATION CIRCULAR AND PROXY STATEMENT OF THE COMPANY DATED AUGUST 16, 2012 (THE “INFORMATION CIRCULAR”), TO APPROVE A PLAN OF ARRANGEMENT UNDER SECTION 192 OF THE CANADA BUSINESS | Management | For | For |
CORPORATIONS ACT, ALL AS MORE PARTICULARLY DESCRIBED IN THE INFORMATION CIRCULAR. |
CREDO PETROLEUM CORPORATION
| ||||||||
Security | 225439207 | Meeting Type | Special | |||||
Ticker Symbol | CRED | Meeting Date | 25-Sep-2012 | |||||
ISIN | US2254392077 | Agenda | 933678875 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | ADOPTION OF THE AGREEMENT AND PLAN OF MERGER, DATED AS OF JUNE 3, 2012, BY AND AMONG FORESTAR GROUP INC., LONGHORN ACQUISITION INC. AND CREDO PETROLEUM CORPORATION, AS DESCRIBED IN THE PROXY STATEMENT (THE “MERGER AGREEMENT”). | Management | For | For | ||||||||
2. | APPROVAL ON A NON-BINDING, ADVISORY BASIS, OF THE COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE, IF ANY, TO THE COMPANY’S NAMED EXECUTIVE OFFICERS THAT IS BASED ON OR OTHERWISE RELATES TO THE MERGER (AS DEFINED IN THE PROXY STATEMENT) OR CONTEMPLATED BY THE MERGER AGREEMENT. | Management | For | For | ||||||||
3. | APPROVAL OF THE ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES TO ADOPT THE MERGER AGREEMENT. | Management | For | For |
QUEST SOFTWARE, INC.
| ||||||||
Security | 74834T103 | Meeting Type | Special | |||||
Ticker Symbol | QSFT | Meeting Date | 25-Sep-2012 | |||||
ISIN | US74834T1034 | Agenda | 933682747 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | TO ADOPT THE AGREEMENT & PLAN OF MERGER (THE “MERGER AGREEMENT”) AMONG THE COMPANY, DELL INC., A DELAWARE CORPORATION (“PARENT”) & DIAMOND MERGER SUB INC. A DELAWARE CORPORATION & WHOLLY OWNED SUBSIDIARY OF PARENT (“MERGER SUB”) PROVIDING FOR THE MERGER OF MERGER SUB WITH & INTO THE COMPANY (“MERGER”), WITH THE COMPANY SURVIVING THE MERGER AS A WHOLLY OWNED SUBSIDIARY OF PARENT. | Management | For | For | ||||||||
2. | TO CONSIDER AND VOTE ON A NON- BINDING, ADVISORY PROPOSAL TO APPROVE THE COMPENSATION THAT MAY BECOME PAYABLE TO THE COMPANY’S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE COMPLETION OF THE MERGER. | Management | For | For | ||||||||
3. | TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO ADOPT THE MERGER AGREEMENT. | Management | For | For |
PAR PHARMACEUTICAL COMPANIES, INC.
| ||||||||
Security | 69888P106 | Meeting Type | Special | |||||
Ticker Symbol | PRX | Meeting Date | 27-Sep-2012 | |||||
ISIN | US69888P1066 | Agenda | 933683408 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF JULY 14, 2012 (THE “MERGER AGREEMENT”), BY AND AMONG PAR PHARMACEUTICAL COMPANIES, INC. (THE “COMPANY”), SKY GROWTH HOLDINGS CORPORATION, A DELAWARE CORPORATION (“PARENT”) AND SKY GROWTH ACQUISITION CORPORATION, A DELAWARE CORPORATION AND A WHOLLY OWNED SUBSIDIARY OF PARENT (“MERGER SUB”). | Management | For | For | ||||||||
2. | TO CONSIDER AND VOTE ON A NON- BINDING, ADVISORY PROPOSAL TO APPROVE THE COMPENSATION THAT MAY BECOME PAYABLE TO THE COMPANY’S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE CONSUMMATION OF THE MERGER. | Management | For | For | ||||||||
3. | TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO ESTABLISH A QUORUM OR ADOPT THE MERGER AGREEMENT. | Management | For | For |
FRASER & NEAVE LTD
| ||||||||
Security | Y2642C155 | Meeting Type | ExtraOrdinary General Meeting | |||||
Ticker Symbol | Meeting Date | 28-Sep-2012 | ||||||
ISIN | SG1T58930911 | Agenda | 704046590 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1 | Approval of the Proposed Disposal of the Company’s Interests in Asia Pacific Breweries Limited (“APBL”) and Asia Pacific Investment Pte Ltd (“APIPL”) | Management | For | For | ||||||||
2 | Approval of the Proposed Capital Reduction | Management | Abstain | Against | ||||||||
CMMT | PLEASE NOTE THAT IN THIS MEETING THERE IS NO OPTION FOR “ABSTAIN” VOTING. THA-NK YOU. | Non-Voting | ||||||||||
CMMT | PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF ADDITIONAL COMMENT. IF Y-OU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLES-S YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. | Non-Voting |
SUNOCO,INC.
| ||||||||
Security | 86764P109 | Meeting Type | Special | |||||
Ticker Symbol | SUN | Meeting Date | 04-Oct-2012 | |||||
ISIN | US86764P1093 | Agenda | 933684450 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | TO APPROVE AND ADOPT AGREEMENT & PLAN OF MERGER, DATED AS OF APRIL 29, 2012, AS AMENDED BY AMENDMENT NO. 1 THERETO, DATED AS OF JUNE 15, 2012, BY AND AMONG SUNOCO, INC. (“SUNOCO”), ENERGY TRANSFER PARTNERS, L.P. (“ETP”), ENERGY TRANSFER PARTNERS GP, L.P., SAM ACQUISITION CORPORATION, AND, FOR LIMITED PURPOSES SET FORTH THEREIN, ENERGY TRANSFER EQUITY, L.P. | Management | For | For | ||||||||
2. | TO APPROVE, ON AN ADVISORY (NON- | Management | For | For |
BINDING) BASIS, SPECIFIED COMPENSATION THAT MAY BE RECEIVED BY SUNOCO’S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER. | ||||||||||||
3. | TO APPROVE ANY ADJOURNMENTS OF THE SPECIAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF THE PROPOSAL TO APPROVE AND ADOPT THE MERGER AGREEMENT. | Management | For | For |
AUTHENTEC, INC
| ||||||||
Security | 052660107 | Meeting Type | Special | |||||
Ticker Symbol | AUTH | Meeting Date | 04-Oct-2012 | |||||
ISIN | US0526601077 | Agenda | 933685894 - Management |
Item | Proposal | Type | Vote | For/Against Management | ||||||||
1. | AGREEMENT AND PLAN OF MERGER, BY & AMONG AUTHENTEC, INC., APPLE INC. & BRYCE ACQUISITION CORPORATION, A WHOLLY OWNED SUBSIDIARY OF APPLE INC., AS IT MAY BE AMENDED FROM TIME TO TIME, PURSUANT TO WHICH BRYCE ACQUISITION CORPORATION WILL MERGE INTO AUTHENTEC, INC. WITH AUTHENTEC, INC. SURVIVING THE MERGER AS A WHOLLY OWNED SUBSIDIARY OF APPLE INC. | Management | For | For | ||||||||
2. | TO APPROVE, ON A NON-BINDING ADVISORY BASIS, THE COMPENSATION THAT MAY BECOME PAYABLE TO AUTHENTEC, INC.‘S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER. | Management | For | For | ||||||||
3. | TO ADJOURN THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO ADOPT THE MERGER AGREEMENT. | Management | For | For |
COMVERSE TECHNOLOGY, INC.
| ||||||||
Security | 205862402 | Meeting Type | Special | |||||
Ticker Symbol | CMVT | Meeting Date | 10-Oct-2012 | |||||
ISIN | US2058624022 | Agenda | 933686757 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | TO AUTHORIZE THE DISTRIBUTION TO COMVERSE TECHNOLOGY, INC. SHAREHOLDERS OF 100% OF THE OUTSTANDING SHARES OF COMVERSE, INC. COMMON STOCK. | Management | For | For | ||||||||
2. | TO APPROVE THE COMVERSE, INC. 2012 STOCK INCENTIVE COMPENSATION PLAN. | Management | For | For | ||||||||
3. | TO APPROVE THE COMVERSE, INC. 2012 ANNUAL PERFORMANCE BONUS PLAN. | Management | For | For | ||||||||
4. | TO APPROVE A CONTINGENT AMENDMENT TO COMVERSE TECHNOLOGY, INC.‘S CERTIFICATE OF INCORPORATION TO EFFECT A REVERSE STOCK SPLIT OF ISSUED AND OUTSTANDING COMVERSE TECHNOLOGY, INC. COMMON STOCK. | Management | For | For | ||||||||
5. | TO APPROVE THE ADJOURNMENT OR POSTPONEMENT OF THE SPECIAL MEETING OF SHAREHOLDERS OF COMVERSE TECHNOLOGY, INC., IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO AUTHORIZE OR APPROVE THE FOREGOING PROPOSALS. | Management | For | For |
AMERIGROUP CORPORATION
| ||||||||
Security | 03073T102 | Meeting Type | Special | |||||
Ticker Symbol | AGP | Meeting Date | 23-Oct-2012 | |||||
ISIN | US03073T1025 | Agenda | 933684842 - Management |
Item | Proposal | Type | Vote | For/Against Management | ||||||||
1. | TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF JULY 9, 2012, BY AND AMONG WELLPOINT, INC., THE COMPANY AND WELLPOINT MERGER SUB, INC., AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF WELLPOINT (AS IT MAY BE AMENDED FROM TIME TO TIME, THE “MERGER AGREEMENT”). | Management | For | For | ||||||||
2. | TO APPROVE AN ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE IN THE VIEW OF THE BOARD OF DIRECTORS, TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF THE PROPOSAL TO ADOPT THE MERGER AGREEMENT IF THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF SUCH ADJOURNMENT TO ADOPT THE MERGER AGREEMENT. | Management | For | For | ||||||||
3. | TO APPROVE, ON A NON-BINDING, ADVISORY BASIS, CERTAIN COMPENSATION THAT WILL OR MAY BECOME PAYABLE BY THE COMPANY TO ITS NAMED EXECUTIVE OFFICERS THAT IS BASED ON OR OTHERWISE RELATES TO THE MERGER. | Management | For | For |
APA GROUP
| ||||||||
Security | Q0437B100 | Meeting Type | Annual General Meeting | |||||
Ticker Symbol | Meeting Date | 25-Oct-2012 | ||||||
ISIN | AU000000APA1 | Agenda | 704063318 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1 | Nomination of Leonard Bleasel AM for re-election as a director | Management | ||||||||||
2 | Nomination of Russell Higgins AO for re-election as a director | Management | ||||||||||
3 | Proposed amendments to Rule 7.1 of the Constitution of Australian Pipeline Limited | Management |
U.S. HOME SYSTEMS, INC.
| ||||||||
Security | 90335C100 | Meeting Type | Special | |||||
Ticker Symbol | USHS | Meeting Date | 26-Oct-2012 | |||||
ISIN | US90335C1009 | Agenda | 933690655 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
|
| |||||||||||
1. | TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF AUGUST 6, 2012, BY AND AMONG THD AT-HOME SERVICES, INC., A DELAWARE CORPORATION, UMPIRE ACQUISITION CORP., A DELAWARE CORPORATION AND A WHOLLY OWNED SUBSIDIARY OF THD AT-HOME SERVICES, INC., AND U.S. HOME SYSTEMS, INC., AS IT MAY BE AMENDED FROM TIME TO TIME. | Management | For | For | ||||||||
2. | TO APPROVE ON A NON-BINDING, ADVISORY BASIS, THE “GOLDEN PARACHUTE” COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO U.S. HOME SYSTEMS, INC.‘S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE CONSUMMATION OF THE MERGER. | Management | For | For | ||||||||
3. | TO APPROVE ANY MOTION TO ADJOURN THE SPECIAL MEETING TO A LATER DATE OR TIME, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IN THE EVENT THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF SUCH ADJOURNMENT TO ADOPT THE MERGER AGREEMENT. | Management | For | For |
COOPER INDUSTRIES PLC
| ||||||||
Security | G24140111 | Meeting Type | Special | |||||
Ticker Symbol | Meeting Date | 26-Oct-2012 | ||||||
ISIN | Agenda | 933692736 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | APPROVAL OF THE SCHEME OF ARRANGEMENT. | Management | ||||||||||
2. | CANCELLATION OF COOPER SHARES PURSUANT TO THE SCHEME OF ARRANGEMENT. | Management | ||||||||||
3. | DIRECTORS’ AUTHORITY TO ALLOT SECURITIES AND APPLICATION OF RESERVES. | Management | ||||||||||
4. | AMENDMENT TO ARTICLES OF ASSOCIATION. | Management | ||||||||||
5. | CREATION OF DISTRIBUTABLE RESERVES OF NEW EATON. | Management | ||||||||||
6. | APPROVAL ON AN ADVISORY BASIS OF SPECIFIED COMPENSATORY ARRANGEMENTS BETWEEN COOPER AND ITS NAMED EXECUTIVES. | Management | ||||||||||
7. | ADJOURNMENT OF THE EXTRAORDINARY GENERAL MEETING. | Management |
COOPER INDUSTRIES PLC
| ||||||||
Security | G24140108 | Meeting Type | Special | |||||
Ticker Symbol | CBE | Meeting Date | 26-Oct-2012 | |||||
ISIN | IE00B40K9117 | Agenda | 933692748 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | TO APPROVE THE SCHEME OF ARRANGEMENT. | Management |
CHINA KANGHUI HOLDINGS
| ||||||||
Security | 16890V100 | Meeting Type | Special | |||||
Ticker Symbol | KH | Meeting Date | 31-Oct-2012 | |||||
ISIN | US16890V1008 | Agenda | 933698625 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
S1. | TO APPROVE, BY SPECIAL RESOLUTION, THE MERGER AND ADOPT THE AGREEMENT AND PLAN OF MERGER DATED AS OF SEPTEMBER 27, 2012 BY AND AMONG THE COMPANY, MEDTRONIC, INC., AND KERRY MERGER CORP., AS IT MAY BE AMENDED FROM TIME TO TIME, AND ANY AND ALL TRANSACTIONS CONTEMPLATED THEREBY (INCLUDING, BUT NOT LIMITED TO, THE PLAN OF MERGER REFERRED TO IN SECTION 233(3) OF THE COMPANIES LAW OF THE CAYMAN ISLANDS (2011 REVISION), AND THE AMENDMENT AND RESTATEMENT OF THE COMPANY’S MEMORANDUM AND ARTICLES OF ASSOCIATION). | Management | For | For | ||||||||
2. | TO CONSIDER SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING, INCLUDING ANY PROPOSAL TO ADJOURN THE MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF THE APPROVAL OF | Management | For | For |
THE MERGER AND THE APPROVAL AND ADOPTION OF THE MERGER AGREEMENT IN THE EVENT THAT THERE ARE INSUFFICIENT PROXIES RECEIVED TO PASS THE SPECIAL RESOLUTIONS DURING THE MEETING. | ||||||||||||
3. | MARK BOX AT RIGHT IF YOU WISH TO GIVE A DISCRETIONARY PROXY TO A PERSON DESIGNATED BY THE COMPANY. (MARK “FOR” = YES AND “AGAINST” = NO) | Management | For |
WHITEHAVEN COAL LTD, BRISBANE
| ||||||||
Security | Q97664108 | Meeting Type | Annual General Meeting | |||||
Ticker Symbol | Meeting Date | 01-Nov-2012 | ||||||
ISIN | AU000000WHC8 | Agenda | 704066984 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
CMMT | VOTING EXCLUSIONS APPLY TO THIS MEETING FOR PROPOSAL 1 AND VOTES CAST BY ANY-INDIVIDUAL OR RELATED PARTY WHO BENEFIT FROM THE PASSING OF THE PROPOSAL/S-WILL BE DISREGARDED BY THE COMPANY. HENCE, IF YOU HAVE OBTAINED BENEFIT OR- EXPECT TO OBTAIN FUTURE BENEFIT YOU SHOULD NOT VOTE (OR VOTE “ABSTAIN”) ON-THE RELEVANT PROPOSAL ITEMS. BY DOING SO, YOU ACKNOWLEDGE THAT YOU HAVE-OBTAINED BENEFIT OR EXPECT TO OBTAIN BENEFIT BY THE PASSING OF THE RELEVANT-PROPOSAL/S. BY VOTING (FOR OR AGAINST) ON PROPOSAL (1), YOU ACKNOWLEDGE THAT-YOU HAVE NOT OBTAINED BENEFIT NEITHER EXPECT TO OBTAIN BENEFIT BY THE PASSING-OF THE RELEVANT PROPOSAL/S AND YOU COMPLY WITH THE VOTING EXCLUSION. | Non-Voting | ||||||||||
1 | Directors’ remuneration report | Management | For | For | ||||||||
2 | Election of Mark Vaile | Management | For | For | ||||||||
3 | Election of Paul Flynn | Management | For | For | ||||||||
4 | Election of Philip Christensen | Management | For | For | ||||||||
5 | Election of Richard Gazzard | Management | For | For | ||||||||
6 | Election of Christine McLoughlin | Management | For | For |
LAM RESEARCH CORPORATION
| ||||||||
Security | 512807108 | Meeting Type | Annual | |||||
Ticker Symbol | LRCX | Meeting Date | 01-Nov-2012 | |||||
ISIN | US5128071082 | Agenda | 933688802 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | DIRECTOR | Management | ||||||||||
1 MARTIN B. ANSTICE | For | For | ||||||||||
2 ERIC K. BRANDT | For | For | ||||||||||
3 MICHAEL R. CANNON | For | For | ||||||||||
4 YOUSSEF A. EL-MANSY | For | For | ||||||||||
5 CHRISTINE A. HECKART | For | For | ||||||||||
6 GRANT M. INMAN | For | For | ||||||||||
7 CATHERINE P. LEGO | For | For | ||||||||||
8 STEPHEN G. NEWBERRY | For | For | ||||||||||
9 KRISHNA C. SARASWAT | For | For | ||||||||||
10 WILLIAM R. SPIVEY | For | For | ||||||||||
11 ABHIJIT Y. TALWALKAR | For | For |
2. | ADVISORY VOTE ON FISCAL YEAR 2012 EXECUTIVE COMPENSATION (“SAY ON PAY”). | Management | For | For | ||||||||
3. | RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2013. | Management | For | For |
MEDIWARE INFORMATION SYSTEMS, INC.
| ||||||||
Security | 584946107 | Meeting Type | Special | |||||
Ticker Symbol | MEDW | Meeting Date | 08-Nov-2012 | |||||
ISIN | US5849461075 | Agenda | 933697902 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | TO ADOPT AND APPROVE THE MERGER AGREEMENT AND APPROVE THE MERGER. | Management | For | For | ||||||||
2. | TO APPROVE, ON A NON-BINDING, ADVISORY BASIS, THE COMPENSATION AND RELATED AGREEMENTS AND ARRANGEMENTS OF THE NAMED EXECUTIVE OFFICERS OF MEDIWARE THAT ARE BASED UPON OR OTHERWISE RELATE TO THE MERGER. | Management | For | For | ||||||||
3. | TO APPROVE THE ADJOURNMENT OR POSTPONEMENT OF THE SPECIAL MEETING IF NECESSARY OR APPROPRIATE TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES PROPERLY CAST AT THE TIME OF THE MEETING TO ADOPT AND APPROVE THE MERGER AGREEMENT AND APPROVE THE MERGER. | Management | For | For |
GENON ENERGY, INC.
| ||||||||
Security | 37244E107 | Meeting Type | Special | |||||
Ticker Symbol | GEN | Meeting Date | 09-Nov-2012 | |||||
ISIN | US37244E1073 | Agenda | 933697320 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF JULY 20, 2012, BY AND AMONG NRG ENERGY, INC., PLUS MERGER CORPORATION AND GENON ENERGY, INC., AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH IS ATTACHED AS ANNEX A TO THE JOINT PROXY STATEMENT/PROSPECTUS ACCOMPANYING THIS NOTICE (THE “MERGER” PROPOSAL). | Management | For | For | ||||||||
2. | TO CONDUCT AN ADVISORY VOTE ON THE MERGER-RELATED COMPENSATION ARRANGEMENTS OF OUR NAMED EXECUTIVE OFFICERS (THE “MERGER-RELATED COMPENSATION” PROPOSAL). | Management | For | For | ||||||||
3. | TO APPROVE ANY MOTION TO ADJOURN THE GENON SPECIAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES (THE “GENON ADJOURNMENT” PROPOSAL). | Management | For | For |
PERVASIVE SOFTWARE INC.
| ||||||||
Security | 715710109 | Meeting Type | Annual | |||||
Ticker Symbol | PVSW | Meeting Date | 12-Nov-2012 | |||||
ISIN | US7157101095 | Agenda | 933696099 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | DIRECTOR | Management |
1 DAVID A. BOUCHER | For | For | ||||||||||
2 JEFFREY S. HAWN | For | For | ||||||||||
3 MICHAEL E. HOSKINS | For | For | ||||||||||
2. | TO RATIFY THE APPOINTMENT OF GRANT THORNTON LLP AS THE COMPANY’S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING JUNE 30, 2013. | Management | For | For |
REDFLEX HOLDINGS LTD, SOUTH MELBOURNE VIC
| ||||||||
Security | Q8050F100 | Meeting Type | Annual General Meeting | |||||
Ticker Symbol | Meeting Date | 14-Nov-2012 | ||||||
ISIN | AU000000RDF0 | Agenda | 704088841 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
CMMT | VOTING EXCLUSIONS APPLY TO THIS MEETING FOR PROPOSALS 2 AND 3 AND VOTES CAST-BY ANY INDIVIDUAL OR RELATED PARTY WHO BENEFIT FROM THE PASSING OF THE-PROPOSAL/S WILL BE DISREGARDED BY THE COMPANY. HENCE, IF YOU HAVE OBTAINED-BENEFIT OR EXPECT TO OBTAIN FUTURE BENEFIT YOU SHOULD NOT VOTE (OR VOTE-“ABSTAIN”) ON THE RELEVANT PROPOSAL ITEMS. BY DOING SO, YOU ACKNOWLEDGE THAT-YOU HAVE OBTAINED BENEFIT OR EXPECT TO OBTAIN BENEFIT BY THE PASSING OF THE-RELEVANT PROPOSAL/S. BY VOTING (FOR OR AGAINST) ON PROPOSALS (2 AND 3), YOU-ACKNOWLEDGE THAT YOU HAVE NOT OBTAINED BENEFIT NEITHER EXPECT TO OBTAIN-BENEFIT BY THE PASSING OF THE RELEVANT PROPOSAL/S AND YOU COMPLY WITH THE-VOTING EXCLUSION. | Non-Voting | ||||||||||
1 | Re-election of Mr. Max Findlay | Management | For | For | ||||||||
2 | Adoption of the Remuneration Report | Management | For | For | ||||||||
3 | Approval of securities to Ms. Karen Finley | Management | For | For |
SEABRIGHT HOLDINGS, INC.
| ||||||||
Security | 811656107 | Meeting Type | Special | |||||
Ticker Symbol | SBX | Meeting Date | 19-Nov-2012 | |||||
ISIN | US8116561072 | Agenda | 933699918 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF AUGUST 27, 2012, AS IT MAY BE AMENDED FROM TIME TO TIME, AMONG ENSTAR GROUP LIMITED, A BERMUDA EXEMPTED COMPANY, AML ACQUISITION, CORP., A DELAWARE CORPORATION AND AN INDIRECT WHOLLY OWNED SUBSIDIARY OF ENSTAR, AND SEABRIGHT HOLDINGS, INC. (THE “COMPANY”). | Management | For | For | ||||||||
2. | PROPOSAL TO ADJOURN THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE THE PROPOSAL TO ADOPT THE MERGER AGREEMENT. | Management | For | For | ||||||||
3. | PROPOSAL TO APPROVE, BY NON-BINDING, ADVISORY VOTE, CERTAIN COMPENSATION ARRANGEMENTS FOR THE COMPANY’S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER. | Management | For | For |
BC IRON LIMITED, PERTH
| ||||||||
Security | Q1387K108 | Meeting Type | Annual General Meeting | |||||
Ticker Symbol | Meeting Date | 20-Nov-2012 | ||||||
ISIN | AU000000BCI0 | Agenda | 704043823 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
CMMT | VOTING EXCLUSIONS APPLY TO THIS MEETING FOR PROPOSALS 5, 6, 7 AND VOTES CAST-BY ANY INDIVIDUAL OR RELATED PARTY WHO BENEFIT FROM THE PASSING OF THE-PROPOSAL/S WILL BE DISREGARDED BY THE COMPANY. HENCE, IF YOU HAVE OBTAINED-BENEFIT OR EXPECT TO OBTAIN FUTURE BENEFIT YOU SHOULD NOT VOTE (OR VOTE-“ABSTAIN”) ON THE RELEVANT PROPOSAL ITEMS. BY DOING SO, YOU ACKNOWLEDGE THAT-YOU HAVE OBTAINED BENEFIT OR EXPECT TO OBTAIN BENEFIT BY THE PASSING OF THE-RELEVANT PROPOSAL/S. BY VOTING (FOR OR AGAINST) ON PROPOSALS (5, 6 AND 7),- YOU ACKNOWLEDGE THAT YOU HAVE NOT OBTAINED BENEFIT NEITHER EXPECT TO OBTAIN-BENEFIT BY THE PASSING OF THE RELEVANT PROPOSAL/S AND YOU COMPLY WITH THE-VOTING EXCLUSION | Non-Voting | ||||||||||
1 | Re-election of Mr Terrence Ransted as a Director | Management | For | For | ||||||||
2 | Election of Mr Malcolm McComas as a Director | Management | For | For | ||||||||
3 | Election of Mr Morgan Ball as a Director | Management | For | For | ||||||||
4 | Election of Mr Jamie Gibson as a Director | Management | For | For | ||||||||
5 | Adoption of Remuneration Report | Management | For | For | ||||||||
6 | Grant of Performance Rights to Mr Michael Young | Management | For | For | ||||||||
7 | Grant of Performance Rights to Mr Morgan Ball | Management | For | For |
OSAKA SECURITIES EXCHANGE CO.,LTD.
| ||||||||
Security | J6254G104 | Meeting Type | ExtraOrdinary General Meeting | |||||
Ticker Symbol | Meeting Date | 20-Nov-2012 | ||||||
ISIN | JP3183200009 | Agenda | 704151606 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
Please reference meeting materials. | Non-Voting | |||||||||||
1 | Approve Reduction in Capital Reserves and Retained Earnings | Management | For | For | ||||||||
2 | Approve the Merger Agreement between the Company and Tokyo Stock Exchange Group, Inc. | Management | For | For | ||||||||
3 | Approve the Split-type Absorption Agreement between the Company and the New Osaka Securities Exchange Preparatory Corporation | Management | For | For | ||||||||
4 | Amend Articles to: Change Official Company Name to Japan Exchange Group, Inc., Streamline Business Lines, Change Company’s Location to Chuo-ku, Tokyo, Increase Capital Shares to be issued to 290,000,000 shs., Change Trading Unit from 1 shs. to 100 shs., Adopt Restriction to the Rights for Odd-Lot Shares, The General Shareholders Meeting shall be Convened and Presided over by a Board Member (Hereafter Referred to as a “Director”) Serving Concurrently as Executive Officer CEO by a Resolution of the Board of Directors, Increase Board Size to 15, Reduce Term of Office of Directors to One Year, Abolition of Provisions Regarding Statutory Auditors and a Board of Statutory Auditors, and Insertion of Articles Regarding a Company with Committees | Management | For | For | ||||||||
5.1 | Appoint a Director | Management | For | For |
5.2 | Appoint a Director | Management | For | For | ||||||||
5.3 | Appoint a Director | Management | For | For | ||||||||
5.4 | Appoint a Director | Management | For | For | ||||||||
5.5 | Appoint a Director | Management | For | For | ||||||||
5.6 | Appoint a Director | Management | For | For | ||||||||
5.7 | Appoint a Director | Management | For | For | ||||||||
5.8 | Appoint a Director | Management | For | For | ||||||||
5.9 | Appoint a Director | Management | For | For | ||||||||
5.10 | Appoint a Director | Management | For | For | ||||||||
5.11 | Appoint a Director | Management | For | For | ||||||||
5.12 | Appoint a Director | Management | For | For | ||||||||
5.13 | Appoint a Director | Management | For | For | ||||||||
6 | Appoint Accounting Auditors | Management | For | For |
COVENTRY HEALTH CARE, INC.
| ||||||||
Security | 222862104 | Meeting Type | Special | |||||
Ticker Symbol | CVH | Meeting Date | 21-Nov-2012 | |||||
ISIN | US2228621049 | Agenda | 933700329 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF AUGUST 19, 2012, AS AMENDED, AND AS MAY BE FURTHER AMENDED, AMONG AETNA INC., JAGUAR MERGER SUBSIDIARY, INC. AND COVENTRY HEALTH CARE, INC. | Management | For | For | ||||||||
2. | PROPOSAL TO APPROVE THE ADJOURNMENT OF THE COVENTRY SPECIAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES TO ADOPT THE MERGER AGREEMENT AT THE TIME OF THE COVENTRY SPECIAL MEETING. | Management | For | For | ||||||||
3. | PROPOSAL TO APPROVE ON AN ADVISORY, (NON-BINDING) BASIS, THE “GOLDEN PARACHUTE” COMPENSATION PAYMENTS THAT WILL OR MAY BE PAID BY COVENTRY TO ITS NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER. | Management | For | For |
PALADIN ENERGY LIMITED
| ||||||||
Security | Q7264T104 | Meeting Type | Annual General Meeting | |||||
Ticker Symbol | Meeting Date | 22-Nov-2012 | ||||||
ISIN | AU000000PDN8 | Agenda | 704110369 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
CMMT | VOTING EXCLUSIONS APPLY TO THIS MEETING FOR PROPOSALS 1, 4, 5 AND 6 AND VOTES-CAST BY ANY INDIVIDUAL OR RELATED PARTY WHO BENEFIT FROM THE PASSING OF THE PR-OPOSAL/S WILL BE DISREGARDED BY THE COMPANY. HENCE, IF YOU HAVE OBTAINED BENEF-IT OR EXPECT TO OBTAIN FUTURE BENEFIT YOU SHOULD NOT VOTE (OR VOTE “ABSTAIN”)- ON THE RELEVANT PROPOSAL ITEMS. BY DOING SO, YOU ACKNOWLEDGE THAT YOU HAVE OBT-AINED BENEFIT OR EXPECT TO OBTAIN BENEFIT BY THE PASSING OF THE RELEVANT PROPO-SAL/S. BY VOTING (FOR OR AGAINST) ON PROPOSALS (1, 4, 5 AND 6), YOU ACKNOWLEDG-E THAT YOU HAVE NOT OBTAINED BENEFIT NEITHER EXPECT TO | Non-Voting |
OBTAIN BENEFIT BY THE P-ASSING OF THE RELEVANT PROPOSAL/S AND YOU COMPLY WITH THE VOTING EXCLUSION. | ||||||||||||
1 | Remuneration Report | Management | For | For | ||||||||
2 | Re-election of Director- Mr Donald Shumka | Management | For | For | ||||||||
3 | Re-election of Director - Mr Peter Donkin | Management | For | For | ||||||||
4 | Employee Performance Share Rights Plan | Management | For | For | ||||||||
5 | Contractor Performance Share Rights Plan | Management | For | For | ||||||||
6 | Ratification of Issue of Securities | Management | For | For | ||||||||
7 | Renewal of the Company’s Proportional Takeover Approval Provisions | Management | For | For |
SUNDANCE RESOURCES LTD
| ||||||||
Security | Q8802V106 | Meeting Type | Annual General Meeting | |||||
Ticker Symbol | Meeting Date | 30-Nov-2012 | ||||||
ISIN | AU000000SDL6 | Agenda | 704132668 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
CMMT | VOTING EXCLUSIONS APPLY TO THIS MEETING FOR PROPOSALS 1 AND 4 AND VOTES CAST-BY ANY INDIVIDUAL OR RELATED PARTY WHO BENEFIT FROM THE PASSING OF THE-PROPOSAL/S WILL BE DISREGARDED BY THE COMPANY. HENCE, IF YOU HAVE OBTAINED-BENEFIT OR EXPECT TO OBTAIN FUTURE BENEFIT YOU SHOULD NOT VOTE (OR VOTE-“ABSTAIN”) ON THE RELEVANT PROPOSAL ITEMS. BY DOING SO, YOU ACKNOWLEDGE THAT-YOU HAVE OBTAINED BENEFIT OR EXPECT TO OBTAIN BENEFIT BY THE PASSING OF THE- RELEVANT PROPOSAL/S. BY VOTING (FOR OR AGAINST) ON PROPOSALS (1 AND 4), YOU-ACKNOWLEDGE THAT YOU HAVE NOT OBTAINED BENEFIT NEITHER EXPECT TO OBTAIN-BENEFIT BY THE PASSING OF THE RELEVANT PROPOSAL/S AND YOU COMPLY WITH THE-VOTING EXCLUSION. | Non-Voting | ||||||||||
1 | Non Binding Resolution to adopt Remuneration Report | Management | For | For | ||||||||
2 | Re-election of Mr Barry Eldridge as a Director | Management | For | For | ||||||||
3 | Re-election of Ms Fiona Harris as a Director | Management | For | For | ||||||||
4 | Ratification of Capital Raising | Management | For | For |
THE SAVANNAH BANCORP, INC.
| ||||||||
Security | 804748101 | Meeting Type | Special | |||||
Ticker Symbol | SAVB | Meeting Date | 30-Nov-2012 | |||||
ISIN | US8047481010 | Agenda | 933703793 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | PROPOSAL TO APPROVE THE AGREEMENT AND PLAN OF MERGER, DATED AS OF AUGUST 7, 2012, BY AND BETWEEN SCBT FINANCIAL CORPORATION AND THE SAVANNAH BANCORP, INC.Ý“SAVB”¨, PURSUANT TO WHICH SAVB WILL MERGE WITH AND INTO SCBT FINANCIAL CORPORATION AS MORE FULLY DESCRIBED IN THE ATTACHED JOINT PROXY STATEMENT/PROSPECTUS. | Management | For | For | ||||||||
2. | PROPOSAL TO ADJOURN THE SAVB SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF THE PROPOSAL TO APPROVE THE MERGER AGREEMENT. | Management | For | For | ||||||||
3. | PROPOSAL TO APPROVE, ON AN ADVISORY | Management | For | For |
(NON-BINDING) BASIS, THE COMPENSATION THAT CERTAIN EXECUTIVE OFFICERS OF SAVB WILL OR MAY RECEIVE IN CONNECTION WITH THE MERGER PURSUANT TO EXISTING AGREEMENTS OR ARRANGEMENTS WITH SAVB. |
KENEXA CORPORATION
| ||||||||
Security | 488879107 | Meeting Type | Special | |||||
Ticker Symbol | KNXA | Meeting Date | 03-Dec-2012 | |||||
ISIN | US4888791070 | Agenda | 933702171 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | THE PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF AUGUST 25, 2012, BY AND AMONG INTERNATIONAL BUSINESS MACHINES CORPORATION, A NEW YORK CORPORATION (“IBM”), JASMINE ACQUISITION CORP., A PENNSYLVANIA CORPORATION AND WHOLLY-OWNED SUBSIDIARY OF IBM, AND KENEXA CORPORATION, AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME. | Management | For | For | ||||||||
2. | THE PROPOSAL TO ADJOURN THE SPECIAL MEETING TO A LATER DATE, IF NECESSARY AND APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IN THE EVENT THERE ARE NOT SUFFICIENT VOTES IN FAVOR OF THE MERGER AGREEMENT AT THE TIME OF THE SPECIAL MEETING. | Management | For | For | ||||||||
3. | THE PROPOSAL TO APPROVE, ON AN ADVISORY (NON-BINDING) BASIS, CERTAIN “GOLDEN PARACHUTE” COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO KENEXA CORPORATION’S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER, INCLUDING THE AGREEMENTS AND UNDERSTANDINGS WITH KENEXA CORPORATION PURSUANT TO WHICH SUCH COMPENSATION MAY BE PAID OR BECOME PAYABLE. | Management | For | For |
MEDICIS PHARMACEUTICAL CORPORATION
| ||||||||
Security | 584690309 | Meeting Type | Special | |||||
Ticker Symbol | MRX | Meeting Date | 07-Dec-2012 | |||||
ISIN | US5846903095 | Agenda | 933704860 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF SEPTEMBER 2, 2012, BY AND AMONG VALEANT PHARMACEUTICALS INTERNATIONAL, INC., VALEANT PHARMACEUTICALS INTERNATIONAL, MERLIN MERGER SUB, INC. AND MEDICIS PHARMACEUTICAL CORPORATION, AS IT MAY BE AMENDED FROM TIME TO TIME. | Management | For | For | ||||||||
2. | TO ADJOURN THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, INCLUDING TO SOLICIT ADDITIONAL VOTES IN FAVOR OF THE PROPOSAL TO ADOPT THE MERGER AGREEMENT IF THERE ARE INSUFFICIENT VOTES TO ADOPT THE MERGER AGREEMENT AT THE TIME OF THE SPECIAL MEETING. | Management | For | For | ||||||||
3. | TO APPROVE A NON-BINDING ADVISORY PROPOSAL TO APPROVE THE GOLDEN PARACHUTE COMPENSATION PAYABLE TO MEDICIS’ NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER. | Management | For | For |
SUNDANCE RESOURCES LTD
| ||||||||
Security | Q8802V106 | Meeting Type | Scheme Meeting | |||||
Ticker Symbol | Meeting Date | 14-Dec-2012 | ||||||
ISIN | AU000000SDL6 | Agenda | 704160871 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1 | To consider the Company’s Scheme of Arrangement (“Scheme”) with Hanlong (Africa) Mining Investment Limited (“Hanlong”) | Management | For | For |
DEVGEN NV, ZWIJNAARDE
| ||||||||
Security | B33555127 | Meeting Type | Special General Meeting | |||||
Ticker Symbol | Meeting Date | 15-Dec-2012 | ||||||
ISIN | BE0003821387 | Agenda | 704166645 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
CMMT | IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF-ATTORNEY (POA) MAY BE REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING-INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO-BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE-REPRESENTATIVE | Non-Voting | ||||||||||
CMMT | MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER INFORMATION FOR ALL VOTED-ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO-PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE-POSITION TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED-IN ORDER FOR YOUR VOTE TO BE LODGED | Non-Voting | ||||||||||
1 | The meeting approves the clause enshrined in the license and research agreement entered into between the Company and Syngenta AG on 14 May 2012, and that entitles the latter, in the event of a change of control within the Company, to request a partial or a total refund of fees and payments made in exchange for partial or total termination of licenses granted | Management | For | For | ||||||||
2 | The meeting approves the grant of bonuses to certain key managers (including Thierry Bogaert), key employees and key consultants. For the beneficiaries who perform a board mandate within a subsidiary of the Company, this bonus will be paid by the relevant subsidiary for services rendered for the benefit of these subsidiaries. The aggregate amount of all bonuses will equal EUR 4.03 million, to be increased, in the event of a successful counterbid or higher bid, by an amount equal to 1% of the excess transaction value of such counterbid or higher bid. The bonuses will only be due in case of a successful closing of the takeover bid on the Company that was announced on 21 September 2012 (or a thereto related counterbid or higher bid) | Management | For | For | ||||||||
3 | The meeting approves the clause that is enshrined in the management services agreement of the CEO of the Company dated 19 June 2012 that, in case of a change of control within the Company, provides for an accelerated granting of 32,211 warrants at an exercise price of EUR 5.43 per warrant and for an accelerated becoming due of certain bonuses by the subsidiaries of the Company, the maximum aggregate amount of which is EUR 557,668, which would, in principle, have become due in the course of the agreement | Management | For | For |
CHICAGO BRIDGE & IRON COMPANY N.V.
| ||||||||
Security | 167250109 | Meeting Type | Special | |||||
Ticker Symbol | CBI | Meeting Date | 18-Dec-2012 | |||||
ISIN | US1672501095 | Agenda | 933710421 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | TO APPROVE THE CONSUMMATION BY CHICAGO BRIDGE & IRON COMPANY N.V (“CB&I”) OF THE TRANSACTIONS CONTEMPLATED BY THE TRANSACTION AGREEMENT, DATED AS OF JULY 30, 2012, BETWEEN CB&I, THE SHAW GROUP INC. AND CRYSTAL ACQUISITION SUBSIDIARY INC. A WHOLLY OWNED SUBSIDIARY OF CB&I, AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME (THE “CB&I ACQUISITION PROPOSAL”). | Management | For | For | ||||||||
2. | TO ADJOURN THE SPECIAL GENERAL MEETING OF THE SHAREHOLDERS OF CB&I, IF NECESSARY, TO SUCH DATE, TIME AND PLACE AS SHALL BE SPECIFIED BY THE CB&I MANAGEMENT BOARD, IN ORDER TO ENABLE THE CB&I SUPERVISORY AND MANAGEMENT BOARDS TO SOLICIT ADDITIONAL PROXIES TO APPROVE THE CB&I ACQUISITION PROPOSAL. | Management | For | For |
CHICAGO BRIDGE & IRON COMPANY N.V.
| ||||||||
Security | 167250109 | Meeting Type | Special | |||||
Ticker Symbol | CBI | Meeting Date | 18-Dec-2012 | |||||
ISIN | US1672501095 | Agenda | 933713958 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | TO APPROVE THE CONSUMMATION BY CHICAGO BRIDGE & IRON COMPANY N.V (“CB&I”) OF THE TRANSACTIONS CONTEMPLATED BY THE TRANSACTION AGREEMENT, DATED AS OF JULY 30, 2012, BETWEEN CB&I, THE SHAW GROUP INC. AND CRYSTAL ACQUISITION SUBSIDIARY INC. A WHOLLY OWNED SUBSIDIARY OF CB&I, AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME (THE “CB&I ACQUISITION PROPOSAL”). | Management | For | For | ||||||||
2. | TO ADJOURN THE SPECIAL GENERAL MEETING OF THE SHAREHOLDERS OF CB&I, IF NECESSARY, TO SUCH DATE, TIME AND PLACE AS SHALL BE SPECIFIED BY THE CB&I MANAGEMENT BOARD, IN ORDER TO ENABLE THE CB&I SUPERVISORY AND MANAGEMENT BOARDS TO SOLICIT ADDITIONAL PROXIES TO APPROVE THE CB&I ACQUISITION PROPOSAL. | Management | For | For |
GRAINCORP LIMITED
| ||||||||
Security | Q42655102 | Meeting Type | Annual General Meeting | |||||
Ticker Symbol | Meeting Date | 20-Dec-2012 | ||||||
ISIN | AU000000GNC9 | Agenda | 704166912 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
CMMT | VOTING EXCLUSIONS APPLY TO THIS MEETING FOR PROPOSALS 2 AND 4 AND VOTES CAST-BY ANY INDIVIDUAL OR RELATED PARTY WHO BENEFIT FROM THE PASSING OF THE-PROPOSAL/S WILL BE DISREGARDED BY THE COMPANY. HENCE, IF YOU HAVE OBTAINED-BENEFIT OR EXPECT TO OBTAIN FUTURE BENEFIT YOU SHOULD NOT VOTE (OR VOTE-“ABSTAIN”) ON THE RELEVANT PROPOSAL ITEMS. BY DOING SO, YOU ACKNOWLEDGE THAT-YOU HAVE OBTAINED BENEFIT OR EXPECT TO OBTAIN BENEFIT BY THE PASSING OF THE-RELEVANT PROPOSAL/S. BY VOTING (FOR OR AGAINST) ON PROPOSALS (2 AND 4), YOU-ACKNOWLEDGE THAT YOU HAVE NOT OBTAINED BENEFIT NEITHER EXPECT TO OBTAIN-BENEFIT BY THE PASSING OF THE RELEVANT PROPOSAL/S AND YOU COMPLY WITH THE-VOTING EXCLUSION. | Non-Voting | ||||||||||
1 | Consideration of Financial Statements and Reports | Non-Voting | ||||||||||
2 | Adoption of the Remuneration Report | Management | For | For | ||||||||
3.1 | That for the purposes of ASX Listing Rule 14.4, article 11.3(a) of the Constitution and for all other purposes, Mr Don Taylor, retiring by rotation, being eligible and offering himself for re-election, be reelected as a Director of the Company | Management | For | For | ||||||||
3.2 | That for the purposes of ASX Listing Rule 14.4, article 11.3(a) of the Constitution and for all other purposes, Mr David Trebeck, retiring by rotation, being eligible and offering himself for election, be re-elected as a Director of the Company | Management | For | For | ||||||||
3.3 | That for the purposes of ASX Listing Rule 14.4, article 11.3(a) of the Constitution and for all other purposes, Mr Donald McGauchie, retiring by rotation, being eligible and offering himself for election, be re-elected as a Director of the Company | Management | For | For | ||||||||
4 | Long Term Incentive Plan and Deferred Equity Plan - amendment to allow the Board to issue shares to satisfy vested rights | Management | For | For | ||||||||
5 | Financial Assistance | Management | For | For |
THE SHAW GROUP INC.
| ||||||||
Security | 820280105 | Meeting Type | Special | |||||
Ticker Symbol | SHAW | Meeting Date | 21-Dec-2012 | |||||
ISIN | US8202801051 | Agenda | 933709795 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
01 | PROPOSAL TO APPROVE THE TRANSACTION AGREEMENT (AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME, THE “TRANSACTION AGREEMENT”), DATED AS OF JULY 30, 2012, BETWEEN SHAW, CHICAGO BRIDGE & IRON COMPANY N.V. (“CB&I”) AND CRYSTAL ACQUISITION SUBSIDIARY INC., A WHOLLY OWNED SUBSIDIARY OF CB&I (“ACQUISITION SUB”), PURSUANT TO WHICH ACQUISITION SUB WILL MERGE WITH AND INTO SHAW. | Management | For | For | ||||||||
02 | PROPOSAL, ON AN ADVISORY (NON- BINDING) BASIS, TO APPROVE THE COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO SHAW’S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE TRANSACTION. | Management | For | For | ||||||||
03 | PROPOSAL TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY, TO ENABLE THE BOARD OF DIRECTORS OF SHAW TO SOLICIT ADDITIONAL PROXIES TO APPROVE THE TRANSACTION AGREEMENT. | Management | For | For |
THE SHAW GROUP INC.
| ||||||||
Security | 820280105 | Meeting Type | Special | |||||
Ticker Symbol | SHAW | Meeting Date | 21-Dec-2012 | |||||
ISIN | US8202801051 | Agenda | 933717172 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
01 | PROPOSAL TO APPROVE THE TRANSACTION AGREEMENT (AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME, THE “TRANSACTION AGREEMENT”), DATED AS OF JULY 30, 2012, BETWEEN SHAW, CHICAGO BRIDGE & IRON COMPANY N.V. (“CB&I”) AND CRYSTAL ACQUISITION SUBSIDIARY INC., A WHOLLY OWNED SUBSIDIARY OF CB&I (“ACQUISITION SUB”), PURSUANT TO WHICH ACQUISITION SUB WILL MERGE WITH AND INTO SHAW. | Management | For | For | ||||||||
02 | PROPOSAL, ON AN ADVISORY (NON-BINDING) BASIS, TO APPROVE THE COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO SHAW’S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE TRANSACTION. | Management | For | For | ||||||||
03 | PROPOSAL TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY, TO ENABLE THE BOARD OF DIRECTORS OF SHAW TO SOLICIT ADDITIONAL PROXIES TO APPROVE THE TRANSACTION AGREEMENT. | Management | For | For |
ROBBINS & MYERS, INC.
| ||||||||
Security | 770196103 | Meeting Type | Special | |||||
Ticker Symbol | RBN | Meeting Date | 27-Dec-2012 | |||||
ISIN | US7701961036 | Agenda | 933715368 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AUGUST 8, 2012, BY AND AMONG NATIONAL OILWELL VARCO, INC., RAVEN PROCESS CORP., AND ROBBINS & MYERS, INC. AND APPROVE THE TRANSACTIONS CONTEMPLATED BY THAT AGREEMENT. | Management | For | For | ||||||||
2. | APPROVAL IN AN ADVISORY (NON-BINDING) VOTE OF THE COMPENSATION PAID TO THE COMPANY’S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER. | Management | For | For | ||||||||
3. | ANY ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IN THE EVENT THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING OR ANY ADJOURNMENT TO ADOPT THE MERGER AGREEMENT. | Management | For | For |
LML PAYMENT SYSTEMS INC.
| ||||||||
Security | 50208P109 | Meeting Type | Special | |||||
Ticker Symbol | LMLP | Meeting Date | 07-Jan-2013 | |||||
ISIN | CA50208P1099 | Agenda | 933716447 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | TO APPROVE BY SPECIAL RESOLUTION, FULL TEXT OF WHICH IS SET OUT IN PROXY STATEMENT OF THE CORPORATION DATED NOVEMBER 30, 2012 (PROXY STATEMENT), THE PLAN OF ARRANGEMENT UNDER SECTION 288 OF THE BUSINESS CORPORATIONS ACT (BRITISH COLUMBIA), INVOLVING THE CORPORATION, LML ACQUISITION CORP. AND DIGITAL RIVER, INC., AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. | Management | For | For |
SUNRISE SENIOR LIVING, INC.
| ||||||||
Security | 86768K106 | Meeting Type | Special | |||||
Ticker Symbol | SRZ | Meeting Date | 07-Jan-2013 | |||||
ISIN | US86768K1060 | Agenda | 933717348 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF AUGUST 21, 2012, BY AND AMONG SUNRISE SENIOR LIVING, INC. (“SUNRISE”), HEALTH CARE REIT, INC., BREWER HOLDCO, INC., BREWER HOLDCO SUB, INC. AND RED FOX, INC., ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. | Management | For | For | ||||||||
2. | TO APPROVE AN ADVISORY, NONBINDING VOTE REGARDING THE COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO SUNRISE NAMED EXECUTIVE OFFICERS THAT IS BASED ON OR OTHERWISE RELATES TO THE MERGER. | Management | For | For | ||||||||
3. | TO APPROVE THE ADJOURNMENT OR POSTPONEMENT OF THE SPECIAL MEETING TO A LATER DATE OR TIME, IF NECESSARY OR APPROPRIATE IN THE VIEW OF THE SUNRISE BOARD OF DIRECTORS, TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF THE PROPOSAL TO ADOPT THE MERGER AGREEMENT IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF. | Management | For | For |
FRASER & NEAVE LTD
| ||||||||
Security | Y2642C155 | Meeting Type | Annual General Meeting | |||||
Ticker Symbol | Meeting Date | 29-Jan-2013 | ||||||
ISIN | SG1T58930911 | Agenda | 704225401 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1 | To receive and adopt the report of the directors and audited financial statements for the year ended 30 September 2012 | Management | For | For | ||||||||
2 | To approve a final tax-exempt (one-tier) dividend of 12.0 cents per share in respect of the year ended 30 September 2012 | Management | For | For | ||||||||
3.a | That Ms Maria Mercedes Corrales, who retires by rotation, be and is hereby re-appointed as a director of the Company | Management | For | For | ||||||||
3.b | That Mr Lee Hsien Yang, who retires by rotation, be and is hereby re-appointed as a Director of the Company | Management | For | For | ||||||||
3.c | That Mr Nicky Tan Ng Kuang, who retires by rotation, be and is hereby re-appointed as a Director of the Company | Management | For | For | ||||||||
4 | To approve directors’ fees of SGD 2,900,000 payable by the company for the year ending 30 September 2013 (last year: SGD 2,900,000) | Management | For | For | ||||||||
5 | To re-appoint auditors for the ensuing year and authorise the directors to fix their remuneration | Management | For | For | ||||||||
6 | That authority be and is hereby given to the directors of the company to: (a) (i) issue shares in the capital of the company (“shares”) whether by way of rights or bonus; and/or (ii) make or grant offers, agreements or options (collectively, “instruments”) that might or would require shares | Management | For | For |
to be issued, including but not limited to the creation and issue of (as well as adjustments to) warrants, debentures or other instruments convertible into shares, on a pro rata basis to shareholders of the company at any time and upon such terms and conditions and for such purposes as the directors may in their absolute discretion deem fit; and (b) (notwithstanding the authority conferred by this resolution may have ceased to be in force) issue shares in pursuance of any instrument made or granted by the directors while this CONTD | ||||||||||||
CONT | CONTD resolution was in force, provided that: (1) the aggregate number of-shares to be issued pursuant to this resolution (including shares to be-issued in pursuance of instruments made or granted pursuant to this-resolution) does not exceed 50% of the total number of issued shares in the-capital of the company, excluding treasury shares (as calculated in-accordance with sub-paragraph (2) below); (2) (subject to such manner of-calculation as may be prescribed by the Singapore exchange securities trading-limited (“SGX-ST”)) for the purpose of determining the aggregate number of-shares that may be issued under sub-paragraph (1) above, the total number of-issued shares, excluding treasury shares, shall be based on the total number-of issued shares in the capital of the company, excluding treasury shares, at-the time this CONTD | Non-Voting | ||||||||||
CONT | CONTD resolution is passed, after adjusting for: (i) new shares arising from-the conversion or exercise of any convertible securities or share options or-vesting of share awards which are outstanding or subsisting at the time this-resolution is passed; and (ii) any subsequent bonus issue, consolidation or-subdivision of shares; (3) in exercising the authority conferred by this-resolution, the company shall comply with the provisions of the listing-manual of the SGX-ST for the time being in force (unless such compliance has-been waived by the SGX-ST) and the articles of association for the time being-of the company; and (4) (unless revoked or varied by the company in general-meeting) the authority conferred by this resolution shall continue in force-until the conclusion of the next annual general meeting of the company or-CONTD | Non-Voting | ||||||||||
CONT | CONTD the date by which the next annual general meeting of the company is-required by law to be held, whichever is the earlier | Non-Voting | ||||||||||
7 | That approval be and is hereby given to the directors of the company to allot and issue from time to time such number of ordinary shares in the capital of the company as may be required to be issued pursuant to the exercise of options under the Fraser and Neave, Limited Executives’ share option scheme 1999 (the “1999 scheme”), provided that the aggregate number of ordinary shares to be issued pursuant to the 1999 scheme shall not exceed 15% of the total number of issued ordinary shares in the capital of the company, excluding treasury shares, from time to time | Management | For | For | ||||||||
8 | That approval be and is hereby given to the directors of the company to: (a) grant awards in accordance with the provisions of the F&N restricted share plan (the “Restricted Share Plan”) and/or the F&N performance share plan (the “Performance Share Plan”); and (b) allot and issue such number of ordinary shares in the capital of the company as may be required to be delivered pursuant to the vesting of awards under the restricted share plan and/or the performance share plan, provided that the aggregate number of new ordinary shares allotted and issued and/or to be allotted and issued, when aggregated with | Management | For | For |
existing ordinary shares in the capital of the company (including shares held in treasury) delivered and/or to be delivered, pursuant to the restricted share plan and the performance share plan, shall not exceed 10% of CONTD | ||||||||||||
CONT | CONTD the total number of issued ordinary shares in the capital of the-company, excluding treasury shares, from time to time | Non-Voting | ||||||||||
9 | That authority be and is hereby given to the directors of the company to allot and issue from time to time such number of ordinary shares in the capital of the company as may be required to be allotted and issued pursuant to the Fraser and Neave, Limited scrip dividend scheme | Management | For | For | ||||||||
10 | That: (a) for the purposes of sections 76C and 76E of the companies act, chapter 50 of Singapore (the “companies act”), the exercise by the directors of the company of all the powers of the company to purchase or otherwise acquire issued ordinary shares in the capital of the company (the “shares”) not exceeding in aggregate the maximum percentage (as hereafter defined), at such price or prices as may be determined by the directors from time to time up to the maximum price (as hereafter defined), whether by way of: (i) market purchase(s) on the SGX-ST transacted through the SGX-ST trading system and/or any other securities exchange on which the shares may for the time being be listed and quoted (“Other Exchange”); and/or (ii) off-market purchase(s) (if effected otherwise than on the SGX-ST or, as the case may be, other CONTD | Management | For | For | ||||||||
CONT | CONTD exchange) in accordance with any equal access scheme(s) as may be-determined or formulated by the directors as they consider fit, which-scheme(s) shall satisfy all the conditions prescribed by the companies act,-and otherwise in accordance with all other laws and regulations and rules of-the SGX-ST or, as the case may be, other exchange as may for the time being-be applicable, be and is hereby authorised and approved generally and-unconditionally (the “share purchase mandate”); (b) unless varied or revoked-by the company in general meeting, the authority conferred on the directors-of the company pursuant to the share purchase mandate may be exercised by the-directors at any time and from time to time during the period commencing from-the date of the passing of this resolution and expiring on the earliest of:-(i) CONTD | Non-Voting | ||||||||||
CONT | CONTD the date on which the next annual general meeting of the company is-held; (ii) the date by which the next annual general meeting of the company-is required by law to be held; and (iii) the date on which purchases and-acquisitions of shares pursuant to the share purchase mandate are carried out-to the full extent mandated; (c) in this resolution: “Average Closing Price”-means the average of the closing market prices of a share over the five-consecutive market days on which the shares are transacted on the SGX-ST or,-as the case may be, other exchange, immediately preceding the date of the-market purchase by the company or, as the case may be, the date of the making-of the offer pursuant to the off-market purchase, and deemed to be adjusted,-in accordance with the listing rules of the SGX-ST, tor any corporate action-CONTD | Non-Voting | ||||||||||
CONT | CONTD that occurs after the relevant five-day period; “date of the making of-the offer” means the date on which the company makes an offer for the-purchase or acquisition of shares from holders of shares, stating therein the-relevant terms of the equal access scheme for effecting | Non-Voting |
the off-market-purchase; “Market Day” means a day on which the SGX-ST is open for trading in-securities; “Maximum Percentage” means that number of issued shares-representing 7% of the issued shares as at the date of the passing of this-resolution (excluding any shares which are held as treasury shares as at that-date); and “Maximum Price” in relation to a share to be purchased or-acquired, means the purchase price (excluding related brokerage, commission,- applicable goods and services tax, stamp duties, clearance fees and other-related expenses) CONTD | ||||||||||||
CONT | CONTD which shall not exceed 105% of the average closing price of the shares;-and (d) the directors of the company and/or any of them be and are hereby-authorised to complete and do all such acts and things (including executing-such documents as may be required) as they and/or he may consider expedient-or necessary to give effect to the transactions contemplated and/or-authorised by this resolution | Non-Voting | ||||||||||
11 | To transact any other business which may properly be brought forward | Management | Against | Against | ||||||||
CMMT | PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘AGAINST’ ONLY-FOR ALL RESOLUTIONS. THANK YOU. | Non-Voting | ||||||||||
CMMT | PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF ADDITIONAL COMMENT. IF Y-OU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLES-S YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. | Non-Voting |
RALCORP HOLDINGS, INC.
| ||||||||
Security | 751028101 | Meeting Type | Special | |||||
Ticker Symbol | RAH | Meeting Date | 29-Jan-2013 | |||||
ISIN | US7510281014 | Agenda | 933723543 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | TO APPROVE THE AGREEMENT AND PLAN OF MERGER, DATED AS OF NOVEMBER 26, 2012, AMONG RALCORP HOLDINGS, INC., CONAGRA FOODS, INC. AND PHOENIX ACQUISITION SUB INC., A WHOLLY OWNED SUBSIDIARY OF CONAGRA FOODS, INC., AS IT MAY BE AMENDED FROM TIME TO TIME, PURSUANT TO WHICH PHOENIX ACQUISITION SUB INC. WILL MERGE WITH AND INTO RALCORP HOLDINGS, INC. | Management | For | For | ||||||||
2. | TO APPROVE, ON AN ADVISORY (NON- BINDING) BASIS, THE COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO RALCORP HOLDINGS, INC.‘S NAMED EXECUTIVE OFFICERS THAT IS BASED ON OR OTHERWISE RELATES TO THE MERGER OF PHOENIX ACQUISITION SUB INC. WITH AND INTO RALCORP HOLDINGS, INC. | Management | For | For | ||||||||
3. | TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING TO A LATER DATE OR TIME, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IN THE EVENT THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF TO APPROVE PROPOSAL 1. | Management | For | For |
YM BIOSCIENCES INC.
| ||||||||
Security | 984238105 | Meeting Type | Special | |||||
Ticker Symbol | YMI | Meeting Date | 31-Jan-2013 | |||||
ISIN | CA9842381050 | Agenda | 933724608 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
01 | THE SPECIAL RESOLUTION (THE “ARRANGEMENT RESOLUTION”), THE FULL TEXT OF WHICH IS ATTACHED AS SCHEDULE B TO THE MANAGEMENT PROXY CIRCULAR DATED DECEMBER 31, 2012, WITH OR WITHOUT VARIATION, APPROVING AN ARRANGEMENT UNDER SECTION 130 OF THE COMPANIES ACT (NOVA SCOTIA) BETWEEN THE COMPANY, ITS SHAREHOLDERS, GILEAD SCIENCES, INC. AND 3268218 NOVA SCOTIA LIMITED (THE “PURCHASER”) PURSUANT TO WHICH, AMONG OTHER THINGS, THE PURCHASER WILL ACQUIRE ALL OF THE ISSUED AND OUTSTANDING COMMON SHARES OF THE COMPANY AT A PRICE OF U.S.$2.95 PER COMMON SHARE IN CASH. | Management | For | For |
GRUPO MODELO SAB DE CV
| ||||||||
Security | P4833F104 | Meeting Type | Ordinary General Meeting | |||||
Ticker Symbol | Meeting Date | 06-Feb-2013 | ||||||
ISIN | MXP4833F1044 | Agenda | 704246049 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
CMMT | PLEASE NOTE THAT ONLY MEXICAN NATIONALS MAY PARTICIPATE IN THIS MEETING-THEREFORE THESE SHARES HAVE NO VOTING RIGHTS | Non-Voting | ||||||||||
I | Discussion and approval, if deemed appropriate, for the declaration of a-dividend in an amount and under the terms and conditions that are approved by-the general meeting of shareholders, after approval of the financial- statements of the company to December 31, 2012. Resolutions in this regard | Non-Voting | ||||||||||
II | Designation of delegates who will carry out the resolutions passed by this-general meeting and, if deemed appropriate, formalize them as appropriate | Non-Voting |
MIPS TECHNOLOGIES, INC.
| ||||||||
Security | 604567107 | Meeting Type | Annual | |||||
Ticker Symbol | MIPS | Meeting Date | 06-Feb-2013 | |||||
ISIN | US6045671079 | Agenda | 933725129 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | ADOPTION AND APPROVAL OF THE PATENT SALE AGREEMENT, DATED AS OF NOVEMBER 5, 2012, BY AND BETWEEN BRIDGE CROSSING, LLC AND MIPS TECHNOLOGIES. | Management | For | For | ||||||||
2. | ADOPTION AND APPROVAL OF THE CERTIFICATE OF AMENDMENT TO MIPS TECHNOLOGIES AMENDED AND RESTATED CERTIFICATE OF INCORPORATION. | Management | For | For | ||||||||
3. | ADOPTION AND APPROVAL OF THE AGREEMENT AND PLAN OF MERGER, BY AND AMONG MIPS TECHNOLOGIES, IMAGINATION TECHNOLOGIES GROUP PLC, AND IMAGINATION ACQUISITION SUB, INC., AS AMENDED. | Management | For | For | ||||||||
4. | DIRECTOR | Management | ||||||||||
1 FRED M. GIBBONS | For | For | ||||||||||
2 JEFFREY S. MCCREARY | For | For | ||||||||||
3 SANDEEP VIJ | For | For |
5. | RATIFICATION OF APPOINTMENT BY MIPS TECHNOLOGIES OF ERNST & YOUNG LLP TO SERVE AS THE COMPANY’S INDEPENDENT AUDITORS. | Management | For | For | ||||||||
6. | APPROVAL, OF THE MERGER AND OTHER TRANSACTION-RELATED EXECUTIVE COMPENSATION ARRANGEMENTS OF NAMED EXECUTIVE OFFICERS. | Management | For | For | ||||||||
7. | APPROVAL, OF THE COMPENSATION OF NAMED EXECUTIVE OFFICERS AS DISCLOSED PURSUANT TO ITEM 402 OF REGULATION S-K. | Management | For | For | ||||||||
8. | APPROVAL OF THE ADJOURNMENT OF THE ANNUAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES TO ADOPT THE PATENT SALE AGREEMENT, CERTIFICATE OF AMENDMENT AND MERGER AGREEMENT. | Management | For | For |
THE WARNACO GROUP, INC.
| ||||||||
Security | 934390402 | Meeting Type | Special | |||||
Ticker Symbol | WRC | Meeting Date | 13-Feb-2013 | |||||
ISIN | US9343904028 | Agenda | 933727008 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF OCTOBER 29, 2012, AMONG THE WARNACO GROUP, INC., PVH CORP., AND WAND ACQUISITION CORP., A WHOLLY OWNED SUBSIDIARY OF PVH CORP., AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME (THE “MERGER AGREEMENT”). | Management | For | For | ||||||||
2. | PROPOSAL TO APPROVE THE (NON- BINDING) ADVISORY RESOLUTION ON MERGER-RELATED COMPENSATION FOR NAMED EXECUTIVE OFFICERS. | Management | For | For | ||||||||
3. | PROPOSAL TO ADJOURN THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO ADOPT THE MERGER AGREEMENT. | Management | For | For |
BIOMIMETIC THERAPEUTICS, INC.
| ||||||||
Security | 09064X101 | Meeting Type | Special | |||||
Ticker Symbol | BMTI | Meeting Date | 26-Feb-2013 | |||||
ISIN | US09064X1019 | Agenda | 933729076 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF NOVEMBER 19, 2012, BY AND AMONG BIOMIMETIC THERAPEUTICS, INC., WRIGHT MEDICAL GROUP, INC., ACHILLES MERGER SUBSIDIARY, INC., A WHOLLY-OWNED SUBSIDIARY OF WRIGHT MEDICAL GROUP, INC., AND ACHILLES ACQUISITION SUBSIDIARY, LLC., A WHOLLY-OWNED SUBSIDIARY OF WRIGHT MEDICAL GROUP, INC., AS IT MAY BE AMENDED. | Management | For | For | ||||||||
2. | PROPOSAL TO APPROVE, ON AN ADVISORY (NON-BINDING) BASIS, THE “GOLDEN PARACHUTE” COMPENSATION PAYMENTS THAT WILL OR MAY BE PAID BY BIOMIMETIC THERAPEUTICS, INC. TO ITS NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER IDENTIFIED IN ITEM 1. | Management | For | For | ||||||||
3. | PROPOSAL TO ADJOURN THE SPECIAL MEETING, IF NECESSARY, TO SOLICIT | Management | For | For |
ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES IN FAVOR OF THE PROPOSAL IN ITEM 1. |
TRAUSON HOLDINGS COMPANY LTD, CAYMAN ISLANDS
| ||||||||
Security | G90137103 | Meeting Type | ExtraOrdinary General Meeting | |||||
Ticker Symbol | Meeting Date | 27-Feb-2013 | ||||||
ISIN | KYG901371032 | Agenda | 704265392 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
CMMT | PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘AGAINST’-ONLY FOR RESOLUTION “1”. THANK YOU. | Non-Voting | ||||||||||
CMMT | PLEASE NOTE THAT THE COMPANY NOTICE AND PROXY FORM ARE AVAILABLE BY CLICKING-ON THE URL LINKS:- http://www.hkexnews.hk/listedco/listconews/SEH K/2013/0207/LTN20130207013.pdf-AND- http://www.hkexnews.hk/listedco/listconews/SEH K/2013/0207/LTN20130207011.pdf | Non-Voting | ||||||||||
1 | To approve and confirm the Service Agreements dated January 17, 2013 entered between Stryker Singapore Pte Ltd and each of Mr. Qian Fu Qing and Mr. Qian Xiao Jin, pursuant to which each of Mr. Qian Fu Qing and Mr. Qian Xiao Jin will be engaged as an independent service provider to provide certain services to Stryker Corporation, the Company and its subsidiaries for a period of three years | Management | For | For |
METROPCS COMMUNICATIONS, INC.
| ||||||||
Security | 591708102 | Meeting Type | Special | |||||
Ticker Symbol | PCS | Meeting Date | 01-Mar-2013 | |||||
ISIN | US5917081029 | Agenda | 933738330 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | TO APPROVE THE STOCK ISSUANCE PROPOSAL | Management | ||||||||||
2. | TO APPROVE THE RECAPITALIZATION PROPOSAL | Management | ||||||||||
3. | TO APPROVE THE DECLASSIFICATION PROPOSAL | Management | ||||||||||
4. | TO APPROVE THE DEUTSCHE TELEKOM DIRECTOR DESIGNATION PROPOSAL | Management | ||||||||||
5. | TO APPROVE THE DIRECTOR REMOVAL PROPOSAL | Management | ||||||||||
6. | TO APPROVE THE DEUTSCHE TELEKOM APPROVALS PROPOSAL | Management | ||||||||||
7. | TO APPROVE THE CALLING OF STOCKHOLDER MEETING PROPOSAL | Management | ||||||||||
8. | TO APPROVE THE ACTION BY WRITTEN CONSENT PROPOSAL | Management | ||||||||||
9. | TO APPROVE THE BYLAW AMENDMENTS PROPOSAL | Management | ||||||||||
10. | TO APPROVE THE GOVERNING LAW AND EXCLUSIVE FORUM PROPOSAL | Management | ||||||||||
11. | TO APPROVE THE CHANGE IN CONTROL PAYMENTS PROPOSAL | Management | ||||||||||
12. | TO APPROVE THE ADJOURNMENT PROPOSAL | Management |
ZIPCAR, INC.
| ||||||||
Security | 98974X103 | Meeting Type | Special | |||||
Ticker Symbol | ZIP | Meeting Date | 07-Mar-2013 | |||||
ISIN | US98974X1037 | Agenda | 933733380 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF DECEMBER 31, 2012, BY AND AMONG AVIS BUDGET GROUP, INC., MILLENNIUM ACQUISITION SUB, INC. AND ZIPCAR, INC. (THE “COMPANY”), AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME. | Management | For | For | ||||||||
2. | PROPOSAL TO APPROVE, ON A NON-BINDING, ADVISORY BASIS, CERTAIN COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO THE COMPANY’S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER. | Management | For | For | ||||||||
3. | PROPOSAL TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE MEETING TO ADOPT THE MERGER AGREEMENT. | Management | For | For |
SPARTECH CORPORATION
| ||||||||
Security | 847220209 | Meeting Type | Special | |||||
Ticker Symbol | SEH | Meeting Date | 12-Mar-2013 | |||||
ISIN | US8472202097 | Agenda | 933734077 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF OCTOBER 23, 2012, AS IT MAY BE AMENDED FROM TIME TO TIME, BY AND AMONG POLYONE CORPORATION, SPARTECH CORPORATION, 2012 REDHAWK, INC., AND 2012 REDHAWK, LLC. | Management | For | For | ||||||||
2. | PROPOSAL TO APPROVE, ON AN ADVISORY (NON-BINDING) BASIS, THE MERGER-RELATED EXECUTIVE OFFICER COMPENSATION PAYMENTS THAT WILL OR MAY BE PAID BY SPARTECH CORPORATION TO ITS NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER. | Management | For | For | ||||||||
3. | PROPOSAL TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES TO ADOPT THE MERGER AGREEMENT AT THE TIME OF THE SPECIAL MEETING. | Management | For | For |
WEST COAST BANCORP
| ||||||||
Security | 952145209 | Meeting Type | Special | |||||
Ticker Symbol | WCBO | Meeting Date | 18-Mar-2013 | |||||
ISIN | US9521452097 | Agenda | 933733568 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1 | TO APPROVE THE AGREEMENT AND PLAN OF MERGER, DATED AS OF SEPTEMBER 25, 2012, BY AND AMONG COLUMBIA BANKING SYSTEM, INC., WEST COAST BANCORP, AND SUB (AS DEFINED THEREIN) (THE “MERGER PROPOSAL”). | Management | For | For | ||||||||
2 | TO APPROVE, ON A NON-BINDING, ADVISORY BASIS, THE COMPENSATION TO BE PAID TO WEST COAST BANCORP’S NAMED EXECUTIVE OFFICERS THAT IS BASED ON OR OTHERWISE RELATES TO THE MERGER (THE “MERGER-RELATED NAMED EXECUTIVE OFFICER COMPENSATION PROPOSAL”). | Management | For | For |
3 | TO APPROVE ONE OR MORE ADJOURNMENTS OF THE SPECIAL MEETING OF THE SHAREHOLDERS OF WEST COAST BANCORP, IF NECESSARY OR APPROPRIATE, INCLUDING ADJOURNMENTS TO PERMIT FURTHER SOLICITATION OF PROXIES IN FAVOR OF THE MERGER PROPOSAL (THE “WEST COAST ADJOURNMENT PROPOSAL”). | Management | For | For |
EPOCH HOLDING CORPORATION
| ||||||||
Security | 29428R103 | Meeting Type | Special | |||||
Ticker Symbol | EPHC | Meeting Date | 26-Mar-2013 | |||||
ISIN | US29428R1032 | Agenda | 933737895 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | ADOPT THE AGREEMENT AND PLAN OF MERGER (THE “MERGER AGREEMENT”), BY AND BETWEEN EPOCH HOLDING CORPORATION (“EPOCH”), THE TORONTO- DOMINION BANK (“TD”) AND EMPIRE MERGER SUB, INC. (“MERGER SUB”), WHICH PROVIDES FOR THE MERGER OF MERGER SUB, A WHOLLY OWNED SUBSIDIARY OF TD, WITH AND INTO EPOCH, WITH EPOCH CONTINUING AS THE SURVIVING CORPORATION (“MERGER”). | Management | For | For | ||||||||
2. | TO APPROVE, IN A NON-BINDING ADVISORY VOTE, CERTAIN COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO EPOCH’S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE CONSUMMATION OF THE MERGER. | Management | For | For | ||||||||
3. | TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE IN THE VIEW OF THE EPOCH BOARD OF DIRECTORS, TO PERMIT FURTHER SOLICITATION OF PROXIES IF THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO ADOPT THE MERGER AGREEMENT. | Management | For | For |
CITIZENS REPUBLIC BANCORP, INC.
| ||||||||
Security | 174420307 | Meeting Type | Special | |||||
Ticker Symbol | CRBC | Meeting Date | 05-Apr-2013 | |||||
ISIN | US1744203076 | Agenda | 933740789 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1 | TO APPROVE THE MERGER AGREEMENT, DATED AS OF SEPTEMBER 12, 2012, BY AND BETWEEN FIRSTMERIT CORPORATION AND CITIZENS REPUBLIC BANCORP, INC. AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME (THE “CITIZENS MERGER PROPOSAL”) | Management | For | For | ||||||||
2 | TO APPROVE, ON AN ADVISORY BASIS ONLY, THE PAYMENT OF CERTAIN COMPENSATION TO CITIZENS’ NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER (THE “CITIZENS MERGER-RELATED COMPENSATION PROPOSAL”) | Management | For | For | ||||||||
3 | TO APPROVE A PROPOSAL GRANTING THE CITIZENS BOARD THE RIGHT TO ADJOURN, POSTPONE OR CONTINUE THE SPECIAL MEETING ON ONE OR MORE OCCASIONS, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES, IN THE EVENT THAT THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO | Management | For | For |
APPROVE THE CITIZENS MERGER AGREEMENT PROPOSAL (THE “CITIZENS ADJOURNMENT PROPOSAL”) |
METALS USA HOLDINGS CORP.
| ||||||||
Security | 59132A104 | Meeting Type | Special | |||||
Ticker Symbol | MUSA | Meeting Date | 10-Apr-2013 | |||||
ISIN | US59132A1043 | Agenda | 933748076 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF FEBRUARY 6, 2013, BY AND AMONG RELIANCE STEEL & ALUMINUM CO. (“RELIANCE”), METALS USA HOLDINGS CORP. (“METALS USA”) AND RSAC ACQUISITION CORP., A WHOLLY-OWNED SUBSIDIARY OF RELIANCE (AS IT MAY BE AMENDED FROM TIME TO TIME, THE “MERGER AGREEMENT”), ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. | Management | For | For | ||||||||
2. | TO APPROVE AN ADVISORY, NON-BINDING PROPOSAL REGARDING THE COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO METALS USA’S NAMED EXECUTIVE OFFICERS THAT IS BASED ON OR OTHERWISE RELATES TO THE MERGER. | Management | For | For | ||||||||
3. | TO APPROVE ONE OR MORE ADJOURNMENTS OR POSTPONEMENTS OF THE SPECIAL MEETING TO A LATER DATE OR TIME, IF NECESSARY OR APPROPRIATE, INCLUDING ADJOURNMENTS TO PERMIT FURTHER SOLICITATION OF PROXIES IN FAVOR OF THE PROPOSAL TO ADOPT THE MERGER AGREEMENT. | Management | For | For |
ARBITRON INC.
| ||||||||
Security | 03875Q108 | Meeting Type | Special | |||||
Ticker Symbol | ARB | Meeting Date | 16-Apr-2013 | |||||
ISIN | US03875Q1085 | Agenda | 933752924 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | ADOPTION OF THE AGREEMENT AND PLAN OF MERGER, DATED AS OF DECEMBER 17, 2012, BY AND AMONG ARBITRON INC., NIELSEN HOLDINGS N.V. AND TNC SUB I CORPORATION, AS AMENDED BY AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER, DATED AS OF JANUARY 25, 2013, AS SUCH AGREEMENT MAY BE FURTHER AMENDED FROM TIME TO TIME. | Management | For | For | ||||||||
2. | APPROVAL OF THE ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO ADOPT THE MERGER AGREEMENT. | Management | For | For | ||||||||
3. | APPROVAL, ON AN ADVISORY (NON-BINDING) BASIS OF THE “GOLDEN PARACHUTE” COMPENSATION ARRANGEMENTS THAT MAY BE PAID OR BECOME PAYABLE TO OUR NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER AND THE AGREEMENTS AND UNDERSTANDINGS PURSUANT TO WHICH SUCH COMPENSATION MAY BE PAID OR BECOME PAYABLE. | Management | For | For |
HUDSON CITY BANCORP, INC.
| ||||||||
Security | 443683107 | Meeting Type | Special | |||||
Ticker Symbol | HCBK | Meeting Date | 18-Apr-2013 | |||||
ISIN | US4436831071 | Agenda | 933738467 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | THE ADOPTION OF THE AGREEMENT AND PLAN OF MERGER, DATED AS OF AUGUST 27, 2012 (THE “MERGER AGREEMENT”), BY AND AMONG M&T BANK CORPORATION, HUDSON CITY BANCORP, INC. AND WILMINGTON TRUST CORPORATION (THE “MERGER” PROPOSAL). | Management | For | For | ||||||||
2. | THE APPROVAL, ON A NON-BINDING, ADVISORY BASIS, OF THE COMPENSATION TO BE PAID TO HUDSON CITY BANCORP INC.‘S NAMED EXECUTIVE OFFICERS THAT IS BASED ON OR OTHERWISE RELATES TO THE MERGER PURSUANT TO THE MERGER AGREEMENT (THE “MERGER-RELATED NAMED EXECUTIVE OFFICER COMPENSATION” PROPOSAL). | Management | For | For | ||||||||
3. | THE APPROVAL OF ONE OR MORE ADJOURNMENTS OF THE HUDSON CITY BANCORP, INC. SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, INCLUDING ADJOURNMENTS TO PERMIT FURTHER SOLICITATION OF PROXIES IN FAVOR OF THE ADOPTION OF THE MERGER AGREEMENT (THE “HUDSON CITY ADJOURNMENT” PROPOSAL). | Management | For | For |
SCBT FINANCIAL CORPORATION
| ||||||||
Security | 78401V102 | Meeting Type | Annual | |||||
Ticker Symbol | SCBT | Meeting Date | 23-Apr-2013 | |||||
ISIN | US78401V1026 | Agenda | 933742353 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | DIRECTOR | Management | ||||||||||
1 JIMMY E. ADDISON | For | For | ||||||||||
2 ROBERT H. DEMERE, JR. | For | For | ||||||||||
3 ROBERT R. HORGER | For | For | ||||||||||
4 HARRY M. MIMS, JR. | For | For | ||||||||||
5 JOHN C. POLLOK | For | For | ||||||||||
6 JAMES W. ROQUEMORE | For | For | ||||||||||
7 JOHN W. WILLIAMSON, III | For | For | ||||||||||
2. | PROPOSAL TO RATIFY APPOINTMENT OF DIXON HUGHES GOODMAN LLP, CERTIFIED PUBLIC ACCOUNTANTS, AS SCBT FINANCIAL CORPORATION’S INDEPENDENT AUDITORS FOR 2013. | Management | For | For |
METROPCS COMMUNICATIONS, INC.
| ||||||||
Security | 591708102 | Meeting Type | Contested-Special | |||||
Ticker Symbol | PCS | Meeting Date | 24-Apr-2013 | |||||
ISIN | US5917081029 | Agenda | 933748204 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | TO APPROVE THE STOCK ISSUANCE PROPOSAL | Management | For | For | ||||||||
2. | TO APPROVE THE RECAPITALIZATION PROPOSAL | Management | For | For |
3. | TO APPROVE THE DECLASSIFICATION PROPOSAL | Management | For | For | ||||||||
4. | TO APPROVE THE DEUTSCHE TELEKOM DIRECTOR DESIGNATION PROPOSAL | Management | For | For | ||||||||
5. | TO APPROVE THE DIRECTOR REMOVAL PROPOSAL | Management | For | For | ||||||||
6. | TO APPROVE THE DEUTSCHE TELEKOM APPROVALS PROPOSAL | Management | For | For | ||||||||
7. | TO APPROVE THE CALLING OF STOCKHOLDER MEETING PROPOSAL | Management | For | For | ||||||||
8. | TO APPROVE THE ACTION BY WRITTEN CONSENT PROPOSAL | Management | For | For | ||||||||
9. | TO APPROVE THE BYLAW AMENDMENTS PROPOSAL | Management | For | For | ||||||||
10. | TO APPROVE THE GOVERNING LAW AND EXCLUSIVE FORUM PROPOSAL | Management | For | For | ||||||||
11. | TO APPROVE THE CHANGE IN CONTROL PAYMENTS PROPOSAL | Management | For | For | ||||||||
12. | TO APPROVE THE ADJOURNMENT PROPOSAL | Management | For | For |
METROPCS COMMUNICATIONS, INC.
| ||||||||
Security | 591708102 | Meeting Type | Contested-Special | |||||
Ticker Symbol | PCS | Meeting Date | 24-Apr-2013 | |||||
ISIN | US5917081029 | Agenda | 933748216 - Opposition |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | A PROPOSAL TO APPROVE THE STOCK ISSUANCE PROPOSAL | Management | For | Against | ||||||||
2. | A PROPOSAL TO APPROVE THE RECAPITALIZATION PROPOSAL | Management | For | Against | ||||||||
3. | A PROPOSAL TO APPROVE THE DECLASSIFICATION PROPOSAL | Management | For | Against | ||||||||
4. | A PROPOSAL TO APPROVE THE DEUTSCHE TELEKOM DIRECTOR DESIGNATION PROPOSAL | Management | For | Against | ||||||||
5. | A PROPOSAL TO APPROVE THE DIRECTOR REMOVAL PROPOSAL | Management | For | Against | ||||||||
6. | A PROPOSAL TO APPROVE THE DEUTSCHE TELEKOM APPROVALS PROPOSAL | Management | For | Against | ||||||||
7. | A PROPOSAL TO APPROVE THE CALLING OF STOCKHOLDER MEETING PROPOSAL | Management | For | Against | ||||||||
8. | A PROPOSAL TO APPROVE THE ACTION BY WRITTEN CONSENT PROPOSAL | Management | For | Against | ||||||||
9. | A PROPOSAL TO APPROVE THE BYLAW AMENDMENTS PROPOSAL | Management | For | Against | ||||||||
10. | A PROPOSAL TO APPROVE THE GOVERNING LAW AND EXCLUSIVE FORUM PROPOSAL | Management | For | Against | ||||||||
11. | A PROPOSAL TO APPROVE THE CHANGE IN CONTROL PAYMENTS PROPOSAL | Management | For | Against | ||||||||
12. | A PROPOSAL TO APPROVE THE ADJOURNMENT PROPOSAL | Management | For | Against |
NYSE EURONEXT
| ||||||||
Security | 629491101 | Meeting Type | Annual | |||||
Ticker Symbol | NYX | Meeting Date | 25-Apr-2013 | |||||
ISIN | US6294911010 | Agenda | 933756718 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1A. | ELECTION OF DIRECTOR: ANDRE BERGEN | Management | For | For | ||||||||
1B. | ELECTION OF DIRECTOR: ELLYN L. BROWN | Management | For | For | ||||||||
1C. | ELECTION OF DIRECTOR: MARSHALL N. CARTER | Management | For | For | ||||||||
1D. | ELECTION OF DIRECTOR: DOMINIQUE CERUTTI | Management | For | For | ||||||||
1E. | ELECTION OF DIRECTOR: SIR GEORGE COX | Management | For | For | ||||||||
1F. | ELECTION OF DIRECTOR: SYLVAIN HEFES | Management | For | For |
1G. | ELECTION OF DIRECTOR: JAN-MICHIEL HESSELS | Management | For | For | ||||||||
1H. | ELECTION OF DIRECTOR: LAWRENCE E. LEIBOWITZ | Management | For | For | ||||||||
1I. | ELECTION OF DIRECTOR: DUNCAN M. MCFARLAND | Management | For | For | ||||||||
1J. | ELECTION OF DIRECTOR: JAMES J. MCNULTY | Management | For | For | ||||||||
1K. | ELECTION OF DIRECTOR: DUNCAN L. NIEDERAUER | Management | For | For | ||||||||
1L. | ELECTION OF DIRECTOR: LUIS MARIA VIANA PALHA DA SILVA | Management | For | For | ||||||||
1M. | ELECTION OF DIRECTOR: ROBERT G. SCOTT | Management | For | For | ||||||||
1N. | ELECTION OF DIRECTOR: JACKSON P. TAI | Management | For | For | ||||||||
1O. | ELECTION OF DIRECTOR: RIJNHARD VAN TETS | Management | For | For | ||||||||
1P. | ELECTION OF DIRECTOR: SIR BRIAN WILLIAMSON | Management | For | For | ||||||||
2. | TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT AUDITORS FOR OUR FISCAL YEAR ENDING DECEMBER 31, 2013. | Management | For | For | ||||||||
3. | ADVISORY VOTE TO APPROVE THE COMPANY’S EXECUTIVE COMPENSATION (THE “SAY-ON-PAY” PROPOSAL). | Management | For | For | ||||||||
4. | TO APPROVE THE AMENDED AND RESTATED NYSE EURONEXT OMNIBUS INCENTIVE PLAN. | Management | For | For | ||||||||
5. | TO REAPPROVE THE PERFORMANCE GOALS UNDER THE NYSE EURONEXT OMNIBUS INCENTIVE PLAN. | Management | For | For | ||||||||
6. | TO AMEND CERTAIN PROVISIONS IN OUR CHARTER TO ALLOW STOCKHOLDERS TO CALL SPECIAL MEETINGS. | Management | For | For | ||||||||
7. | TO AMEND CERTAIN PROVISIONS IN OUR CHARTER TO ALLOW STOCKHOLDERS TO ACT BY WRITTEN CONSENT. | Management | For | For |
HOGANAS AB, HOGANAS
| ||||||||
Security | W4175J146 | Meeting Type | Annual General Meeting | |||||
Ticker Symbol | Meeting Date | 29-Apr-2013 | ||||||
ISIN | SE0000232175 | Agenda | 704351321 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
CMMT | PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 151802 DUE TO CHANGE IN VO-TING STATUS. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AN-D YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. | Non-Voting | ||||||||||
CMMT | IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF AT-TORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION-S IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED-. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE | Non-Voting | ||||||||||
CMMT | MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER INFORMATION FOR ALL VOTED-ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO PROVI-DE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION TO-YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED IN ORDER FOR-YOUR VOTE TO BE LODGED | Non-Voting | ||||||||||
CMMT | PLEASE NOTE THAT NOT ALL SUB CUSTODIANS IN SWEDEN ACCEPT ABSTAIN | Non-Voting |
AS A VALID VO-TE OPTION. THANK YOU | ||||||||||||
1 | Opening the AGM and election of the Chairman of the AGM : Attorney Ragnar Lind-qvist | Non-Voting | ||||||||||
2 | Preparing and approving the Voting List | Non-Voting | ||||||||||
3 | Approval of the agenda | Non-Voting | ||||||||||
4 | Appointment of two people to verify the minutes | Non-Voting | ||||||||||
5 | Consideration of whether the AGM has been duly convened | Non-Voting | ||||||||||
6 | Submission of the Annual Report and Audit Report, and the Consolidated Financi-al Statements and Consolidated Audit Report, including statements from the Chi-ef Executive Officer and a statement on the activities of the Board and the Bo-ard’s Committees | Non-Voting | ||||||||||
7A | Resolution on: Adoption of the Income Statement and Balance Sheet and the Consolidated Income Statement and Consolidated Balance Sheet | Management | For | For | ||||||||
7B | Resolution on: Appropriation of the company’s profits pursuant to the adopted Balance Sheet and the record date for dividend distribution: The Board of Directors proposes a dividend of SEK 10 per share for the financial year 2012, with Friday 3 May 2013 as the record date. If the AGM resolves pursuant to the proposal, dividends will be scheduled for disbursement from Euroclear Sweden AB on Wednesday 8 May 2013 | Management | For | For | ||||||||
7C | Resolution on: Discharge of the Board members and Chief Executive Officer from liability | Management | For | For | ||||||||
8 | Establishment of the number of Board members : The number of Board members will be seven, with no deputies | Management | For | For | ||||||||
9 | Establishment of Directors’ fees | Management | For | For | ||||||||
10 | Re-election of the following Board members Anders G Carlberg, Alrik Danielson, Peter Gossas, Urban Jansson, Jenny Linden Urnes, Bjorn Rosengren and Erik Urnes; Re-election of Anders G Carlberg as Chairman of the Board | Management | For | For | ||||||||
11 | Establishment of the number of auditors | Management | For | For | ||||||||
12 | Establishment of auditors’ fees | Management | For | For | ||||||||
13 | Re-election of the registered auditing company KPMG AB as auditors for the period until the end of the Annual General Meeting 2014 | Management | For | For | ||||||||
14 | Proposal regarding the Election Committee | Management | For | For | ||||||||
15 | Proposal regarding the guidelines for remunerating the corporate Management | Management | For | For | ||||||||
16 | Proposal regarding transfer of class B treasury shares due to the employee stock option plan 2009 | Management | For | For | ||||||||
17 | Closing of the AGM | Non-Voting |
OFFICEMAX INCORPORATED
| ||||||||
Security | 67622P101 | Meeting Type | Annual | |||||
Ticker Symbol | OMX | Meeting Date | 29-Apr-2013 | |||||
ISIN | US67622P1012 | Agenda | 933747365 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1A. | ELECTION OF DIRECTOR: WARREN F. BRYANT | Management | For | For | ||||||||
1B. | ELECTION OF DIRECTOR: JOSEPH M. DEPINTO | Management | For | For | ||||||||
1C. | ELECTION OF DIRECTOR: RAKESH GANGWAL | Management | For | For | ||||||||
1D. | ELECTION OF DIRECTOR: V. JAMES MARINO | Management | For | For | ||||||||
1E. | ELECTION OF DIRECTOR: WILLIAM J. MONTGORIS | Management | For | For | ||||||||
1F. | ELECTION OF DIRECTOR: FRANCESCA RUIZ DE LUZURIAGA | Management | For | For | ||||||||
1G. | ELECTION OF DIRECTOR: RAVICHANDRA K. SALIGRAM | Management | For | For |
1H. | ELECTION OF DIRECTOR: DAVID M. SZYMANSKI | Management | For | For | ||||||||
2. | APPOINTMENT OF KPMG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013. | Management | For | For | ||||||||
3. | ADOPTION, ON A NON-BINDING, ADVISORY BASIS, OF A RESOLUTION APPROVING THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS DESCRIBED UNDER THE HEADING “EXECUTIVE COMPENSATION” IN THE PROXY STATEMENT. | Management | For | For | ||||||||
4. | APPROVAL OF AN AMENDMENT TO OUR 2003 OFFICEMAX INCENTIVE AND PERFORMANCE PLAN TO INCREASE THE NUMBER OF SHARES OF STOCK AUTHORIZED FOR ISSUANCE THEREUNDER AND TO MAKE CERTAIN OTHER CHANGES TO THE PLAN AND TO RE-APPROVE THE MATERIAL TERMS OF THE PERFORMANCE GOALS UNDER THE PLAN. | Management | For | For |
IMPREGILO SPA, MILANO
| ||||||||
Security | T31500175 | Meeting Type | Ordinary General Meeting | |||||
Ticker Symbol | Meeting Date | 30-Apr-2013 | ||||||
ISIN | IT0003865570 | Agenda | 704380067 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1 | Individual and consolidated financial statements as of 31.12.2012 reports of board of directors, board of statutory auditors and independent auditing company allotment of net income | Management | For | For | ||||||||
2 | Integration of the board of statutory auditors and of their emoluments | Management | For | For | ||||||||
3 | Remuneration report as per art. 123ter of legislative decree 58.98. related and consequent resolutions | Management | For | For | ||||||||
CMMT | PLEASE NOTE THAT THE ITALIAN LANGUAGE AGENDA IS AVAILABLE BY CLICKING ON THE U-RL LINK : https://materials.proxyvote.com/Approved/99999 Z/19810101/NPS_161772.-PDF | Non-Voting | ||||||||||
CMMT | PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF ADDITIONAL URL LINKS. IF-YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNL-ESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. | Non-Voting |
HEALTHSOUTH CORPORATION
| ||||||||
Security | 421924309 | Meeting Type | Annual | |||||
Ticker Symbol | HLS | Meeting Date | 02-May-2013 | |||||
ISIN | US4219243098 | Agenda | 933763155 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | DIRECTOR | Management | ||||||||||
1 JOHN W. CHIDSEY | For | For | ||||||||||
2 DONALD L. CORRELL | For | For | ||||||||||
3 YVONNE M. CURL | For | For | ||||||||||
4 CHARLES M. ELSON | For | For | ||||||||||
5 JAY GRINNEY | For | For | ||||||||||
6 JON F. HANSON | For | For | ||||||||||
7 JOAN E. HERMAN | For | For | ||||||||||
8 LEO I. HIGDON, JR. | For | For | ||||||||||
9 LESLYE G. KATZ | For | For |
10 JOHN E. MAUPIN, JR. | For | For | ||||||||||
11 L. EDWARD SHAW, JR. | For | For | ||||||||||
2. | PROPOSAL TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013. | Management | For | For | ||||||||
3. | AN ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION. | Management | For | For |
VULCAN MATERIALS COMPANY
| ||||||||
Security | 929160109 | Meeting Type | Annual | |||||
Ticker Symbol | VMC | Meeting Date | 10-May-2013 | |||||
ISIN | US9291601097 | Agenda | 933765515 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1A. | ELECTION OF DIRECTOR: DOUGLAS J. MCGREGOR | Management | For | For | ||||||||
1B. | ELECTION OF DIRECTOR: LEE J. STYSLINGER III | Management | For | For | ||||||||
1C. | ELECTION OF DIRECTOR: VINCENT J. TROSINO | Management | For | For | ||||||||
2. | PROPOSAL TO APPROVE THE ADVISORY (NON-BINDING) RESOLUTION RELATING TO EXECUTIVE COMPENSATION. | Management | For | For | ||||||||
3. | RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. | Management | For | For | ||||||||
4. | PROPOSAL TO APPROVE AMENDMENTS TO VULCAN’S CERTIFICATE OF INCORPORATION TO ELIMINATE SUPERMAJORITY VOTING PROVISIONS. | Management | For | For | ||||||||
5. | PROPOSAL TO AMEND VULCAN’S CERTIFICATE OF INCORPORATION TO DECLASSIFY THE BOARD OF DIRECTORS. | Management | For | For | ||||||||
6. | ADVISORY SHAREHOLDER PROPOSAL FOR AN INDEPENDENT CHAIR OF THE BOARD OF DIRECTORS. | Shareholder | Against | For |
POLYONE CORPORATION
| ||||||||
Security | 73179P106 | Meeting Type | Annual | |||||
Ticker Symbol | POL | Meeting Date | 15-May-2013 | |||||
ISIN | US73179P1066 | Agenda | 933764791 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | DIRECTOR | Management | ||||||||||
1 SANDRA BEACH LIN | For | For | ||||||||||
2 DR. CAROL A. CARTWRIGHT | For | For | ||||||||||
3 RICHARD H. FEARON | For | For | ||||||||||
4 GREGORY J. GOFF | For | For | ||||||||||
5 GORDON D. HARNETT | For | For | ||||||||||
6 RICHARD A. LORRAINE | For | For | ||||||||||
7 STEPHEN D. NEWLIN | For | For | ||||||||||
8 WILLIAM H. POWELL | For | For | ||||||||||
9 FARAH M. WALTERS | For | For | ||||||||||
10 WILLIAM A. WULFSOHN | For | For | ||||||||||
2. | PROPOSAL TO APPROVE THE ADVISORY RESOLUTION ON NAMED EXECUTIVE OFFICER COMPENSATION. | Management | For | For | ||||||||
3. | PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2013. | Management | For | For |
GENWORTH FINANCIAL, INC.
| ||||||||
Security | 37247D106 | Meeting Type | Annual | |||||
Ticker Symbol | GNW | Meeting Date | 15-May-2013 | |||||
ISIN | US37247D1063 | Agenda | 933783070 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1.1 | ELECTION OF DIRECTOR: WILLIAM H. BOLINDER | Management | For | For | ||||||||
1.2 | ELECTION OF DIRECTOR: G. KENT CONRAD | Management | For | For | ||||||||
1.3 | ELECTION OF DIRECTOR: NANCY J. KARCH | Management | For | For | ||||||||
1.4 | ELECTION OF DIRECTOR: THOMAS J. MCINERNEY | Management | For | For | ||||||||
1.5 | ELECTION OF DIRECTOR: CHRISTINE B. MEAD | Management | For | For | ||||||||
1.6 | ELECTION OF DIRECTOR: DAVID M. MOFFETT | Management | For | For | ||||||||
1.7 | ELECTION OF DIRECTOR: THOMAS E. MOLONEY | Management | For | For | ||||||||
1.8 | ELECTION OF DIRECTOR: JAMES A. PARKE | Management | For | For | ||||||||
1.9 | ELECTION OF DIRECTOR: JAMES S. RIEPE | Management | For | For | ||||||||
2. | ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION. | Management | For | For | ||||||||
3. | RATIFICATION OF THE SELECTION OF KPMG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013. | Management | For | For |
PLAINS EXPLORATION & PRODUCTION CO.
| ||||||||
Security | 726505100 | Meeting Type | Special | |||||
Ticker Symbol | PXP | Meeting Date | 20-May-2013 | |||||
ISIN | US7265051000 | Agenda | 933800977 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | AGREEMENT AND PLAN OF MERGER, BY AND AMONG THE COMPANY, FREEPORT-MCMORAN COPPER & GOLD INC. (“FCX”) AND IMONC LLC, A WHOLLY OWNED SUBSIDIARY OF FCX, AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME, WHICH PROVIDES FOR, AMONG OTHER THINGS, THE MERGER OF THE COMPANY WITH AND INTO IMONC LLC, WITH IMONC LLC SURVIVING THE MERGER AS A WHOLLY OWNED SUBSIDIARY OF FCX. | Management | For | For | ||||||||
2. | APPROVAL, ON AN ADVISORY (NON-BINDING) BASIS, OF THE SPECIFIED COMPENSATION THAT MAY BE RECEIVED BY THE COMPANY’S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER. | Management | For | For | ||||||||
3. | APPROVAL OF ANY ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF THE PROPOSAL TO ADOPT THE MERGER AGREEMENT. | Management | For | For |
FERRO CORPORATION
| ||||||||
Security | 315405100 | Meeting Type | Contested-Annual | |||||
Ticker Symbol | FOE | Meeting Date | 22-May-2013 | |||||
ISIN | US3154051003 | Agenda | 933789654 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | DIRECTOR | Management | ||||||||||
1 RICHARD C. BROWN |
2 GREGORY E. HYLAND | ||||||||||||
3 RONALD P. VARGO | ||||||||||||
2. | APPROVAL OF THE 2013 OMNIBUS INCENTIVE PLAN. | Management | ||||||||||
3. | RATIFICATION OF DELOITTE & TOUCHE LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013. | Management | ||||||||||
4. | APPROVAL OF THE EXECUTIVE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS. | Management | ||||||||||
5. | AMENDMENT OF THE COMPANY’S CODE OF REGULATIONS TO OPT OUT OF THE OHIO CONTROL SHARE ACQUISITION ACT. | Management | ||||||||||
6. | IF PROPERLY PRESENTED, A SHAREHOLDER PROPOSAL. | Shareholder |
FERRO CORPORATION
| ||||||||
Security | 315405100 | Meeting Type | Contested-Annual | |||||
Ticker Symbol | FOE | Meeting Date | 22-May-2013 | |||||
ISIN | US3154051003 | Agenda | 933791798 - Opposition |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | DIRECTOR | Management | ||||||||||
1 DAVID A. LORBER | ||||||||||||
2 JEFFRY N. QUINN | ||||||||||||
3 NADIM Z. QURESHI | ||||||||||||
2. | THE COMPANY’S PROPOSAL TO APPROVE THE 2013 OMNIBUS INCENTIVE PLAN. | Management | ||||||||||
3. | THE COMPANY’S PROPOSAL TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS ITS INDEPENDENT REGISTERED PUBLIC ACCOUNTANT. | Management | ||||||||||
4. | THE COMPANY’S PROPOSAL TO APPROVE, IN A NON-BINDING ADVISORY VOTE, THE COMPENSATION FOR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE COMPANY’S PROXY STATEMENT. | Management | ||||||||||
5. | THE COMPANY’S PROPOSAL TO APPROVE THE AMENDMENT OF THE COMPANY’S CODE OF REGULATIONS TO OPT OUT OF THE OHIO CONTROL SHARE ACQUISITION ACT. | Management | ||||||||||
6. | THE SHAREHOLDER PROPOSAL, IF PROPERLY PRESENTED AT THE ANNUAL MEETING. | Management |
FERRO CORPORATION
| ||||||||
Security | 315405100 | Meeting Type | Contested-Annual | |||||
Ticker Symbol | FOE | Meeting Date | 22-May-2013 | |||||
ISIN | US3154051003 | Agenda | 933821957 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | DIRECTOR | Management | ||||||||||
1 DAVID A. LORBER | For | For | ||||||||||
2 JEFFRY N. QUINN | For | For | ||||||||||
3 RONALD P. VARGO | For | For | ||||||||||
2. | APPROVAL OF THE 2013 OMNIBUS INCENTIVE PLAN. | Management | For | For | ||||||||
3. | RATIFICATION OF DELOITTE & TOUCHE LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013. | Management | For | For | ||||||||
4. | APPROVAL OF THE EXECUTIVE | Management | For | For |
COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS. | ||||||||||||
5. | AMENDMENT OF THE COMPANY’S CODE OF REGULATIONS TO OPT OUT OF THE OHIO CONTROL SHARE ACQUISITION ACT. | Management | For | For | ||||||||
6. | IF PROPERLY PRESENTED, A SHAREHOLDER PROPOSAL. | Shareholder | Against | For |
HOT TOPIC, INC.
| ||||||||
Security | 441339108 | Meeting Type | Special | |||||
Ticker Symbol | HOTT | Meeting Date | 31-May-2013 | |||||
ISIN | US4413391081 | Agenda | 933826476 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | TO APPROVE THE AGREEMENT AND PLAN OF MERGER (THE “MERGER AGREEMENT”), DATED AS OF MARCH 6, 2013, AMONG 212F HOLDINGS LLC, HT MERGER SUB INC. AND HOT TOPIC, INC., UNDER WHICH HT MERGER SUB INC. WILL MERGE WITH AND INTO HOT TOPIC, INC., WHICH WILL SURVIVE THE MERGER AND BECOME AN AFFILIATE OF 212F HOLDINGS LLC (THE “MERGER”), AND TO APPROVE THE PRINCIPAL TERMS OF MERGER. | Management | For | For | ||||||||
2. | TO APPROVE, ON AN ADVISORY BASIS, THE MERGER-RELATED COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS. | Management | For | For | ||||||||
3. | TO APPROVE A PROPOSAL TO ADJOURN THE SPECIAL MEETING, IF NECESSARY, FOR THE PURPOSE OF SOLICITING ADDITIONAL PROXIES TO VOTE IN FAVOR OF THE APPROVAL OF THE MERGER AGREEMENT AND THE PRINCIPAL TERMS OF THE MERGER. | Management | For | For |
NYSE EURONEXT
| ||||||||
Security | 629491101 | Meeting Type | Special | |||||
Ticker Symbol | NYX | Meeting Date | 03-Jun-2013 | |||||
ISIN | US6294911010 | Agenda | 933816362 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | TO ADOPT THE AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, DATED AS OF MARCH 19, 2013, BY AND AMONG INTERCONTINENTAL EXCHANGE, INC., INTERCONTINENTAL EXCHANGE GROUP, INC., NYSE EURONEXT, BRAVES MERGER SUB, INC. AND BASEBALL MERGER SUB, LLC. APPROVAL OF THIS PROPOSAL IS REQUIRED TO COMPLETE THE MERGER. | Management | For | For | ||||||||
2. | TO APPROVE, ON A NON-BINDING ADVISORY BASIS, THE COMPENSATION TO BE PAID TO NYSE EURONEXT’S NAMED EXECUTIVE OFFICERS THAT IS BASED ON OR OTHERWISE RELATES TO THE MERGER. | Management | For | For | ||||||||
3. | TO APPROVE ONE OR MORE ADJOURNMENTS OF THE NYSE EURONEXT SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, INCLUDING ADJOURNMENTS TO PERMIT FURTHER SOLICITATION OF PROXIES IN FAVOR OF PROPOSAL NO. 1. | Management | For | For |
MCMORAN EXPLORATION CO.
| ||||||||
Security | 582411104 | Meeting Type | Special | |||||
Ticker Symbol | MMR | Meeting Date | 03-Jun-2013 | |||||
ISIN | US5824111042 | Agenda | 933820070 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1 | TO APPROVE THE PROPOSED AMENDMENT TO ARTICLE X SECTION (K) OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MCMORAN EXPLORATION CO. TO EXCLUDE FREEPORT- MCMORAN COPPER & GOLD INC. FROM THE DEFINITION OF “INTERESTED STOCKHOLDER” SOLELY FOR THE PURPOSES OF THE TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT (AS DEFINED IN ITEM 2 BELOW). | Management | For | For | ||||||||
2 | TO APPROVE THE ADOPTION OF THE AGREEMENT AND PLAN OF MERGER, DATED AS OF DECEMBER 5, 2012, BY AND AMONG MCMORAN EXPLORATION CO., FREEPORT- MCMORAN COPPER & GOLD INC., AND INAVN CORP., ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. | Management | For | For | ||||||||
3 | TO APPROVE THE ADJOURNMENT OF THE MCMORAN EXPLORATION CO. SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, IN THE VIEW OF THE MCMORAN EXPLORATION CO. BOARD OF DIRECTORS, TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF THE CHARTER AMENDMENT PROPOSAL OR THE MERGER PROPOSAL IF THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF SUCH ADJOURNMENT TO APPROVE EITHER PROPOSAL. | Management | For | For |
LIBERTY GLOBAL, INC.
| ||||||||
Security | 530555101 | Meeting Type | Special | |||||
Ticker Symbol | LBTYA | Meeting Date | 03-Jun-2013 | |||||
ISIN | US5305551013 | Agenda | 933820498 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | TO APPROVE THE ISSUANCE OF ORDINARY SHARES BY LIBERTY GLOBAL CORPORATION LIMITED TO LIBERTY GLOBAL, INC. AND VIRGIN MEDIA INC. STOCKHOLDERS ON THE TERMS AND CONDITIONS SET OUT IN THE AGREEMENT AND PLAN OF MERGER, DATED AS OF FEBRUARY 5, 2013, AMONG LIBERTY GLOBAL, INC., CERTAIN OF ITS SUBSIDIARIES AND VIRGIN MEDIA INC., AS IT MAY BE AMENDED FROM TIME TO TIME. | Management | For | For | ||||||||
2. | TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF FEBRUARY 5, 2013, AMONG LIBERTY GLOBAL, INC., CERTAIN OF ITS SUBSIDIARIES AND VIRGIN MEDIA INC., AS IT MAY BE AMENDED FROM TIME TO TIME. | Management | For | For | ||||||||
3. | TO APPROVE ANY ADJOURNMENT OF THE SPECIAL MEETING IF NECESSARY OR APPROPRIATE TO PERMIT FURTHER SOLICITATION OF PROXIES IF THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO EITHER APPROVE THE ISSUANCE OF ORDINARY SHARES IN PROPOSAL 1 OR THE ADOPTION OF THE AGREEMENT AND PLAN OF MERGER IN PROPOSAL 2. | Management | For | For |
VIRGIN MEDIA INC
| ||||||||
Security | 92769L101 | Meeting Type | Special | |||||
Ticker Symbol | VMED | Meeting Date | 04-Jun-2013 | |||||
ISIN | US92769L1017 | Agenda | 933821678 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | PROPOSAL TO ADOPT THE MERGER AGREEMENT, DATED AS OF FEBRUARY 5, 2013, AS AMENDED FROM TIME TO TIME, WITH LIBERTY GLOBAL, INC. AND CERTAIN AFFILIATES. | Management | For | For | ||||||||
2. | PROPOSAL TO APPROVE, ON AN ADVISORY NON-BINDING BASIS, THE COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO VIRGIN MEDIA’S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE VIRGIN MEDIA MERGERS PROVIDED FOR IN THE MERGER AGREEMENT. | Management | For | For | ||||||||
3. | PROPOSAL TO ADJOURN THE SPECIAL MEETING TO A LATER DATE IF THERE ARE INSUFFICIENT VOTES TO APPROVE PROPOSAL 1 AT THE TIME OF THE SPECIAL MEETING. | Management | For | For |
T-MOBILE US, INC.
| ||||||||
Security | 872590104 | Meeting Type | Annual | |||||
Ticker Symbol | TMUS | Meeting Date | 04-Jun-2013 | |||||
ISIN | US8725901040 | Agenda | 933828254 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | DIRECTOR | Management | ||||||||||
1 W. MICHAEL BARNES | For | For | ||||||||||
2 SRIKANT DATAR | For | For | ||||||||||
3 LAWRENCE H. GUFFEY | For | For | ||||||||||
4 TIMOTHEUS HOTTGES | For | For | ||||||||||
5 RAPHAEL KUBLER | For | For | ||||||||||
6 THORSTEN LANGHEIM | For | For | ||||||||||
7 JOHN J. LEGERE | For | For | ||||||||||
8 RENE OBERMANN | For | For | ||||||||||
9 JAMES N. PERRY, JR. | For | For | ||||||||||
10 TERESA A. TAYLOR | For | For | ||||||||||
11 KELVIN R. WESTBROOK | For | For | ||||||||||
2. | RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2013. | Management | For | For | ||||||||
3. | APPROVAL OF THE T-MOBILE US, INC. 2013 OMNIBUS INCENTIVE PLAN. | Management | For | For |
MAN SE, MUENCHEN
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Security | D51716104 | Meeting Type | Annual General Meeting | |||||
Ticker Symbol | Meeting Date | 06-Jun-2013 | ||||||
ISIN | DE0005937007 | Agenda | 704462883 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
ACCORDING TO GERMAN LAW, IN CASE OF SPECIFIC CONFLICTS OF INTEREST IN CONNECTI-ON WITH SPECIFIC ITEMS OF THE AGENDA FOR THE GENERAL MEETING YOU ARE NOT ENTIT-LED TO EXERCISE YOUR VOTING RIGHTS. FURTHER, YOUR VOTING RIGHT MIGHT BE EXCLUD-ED WHEN YOUR SHARE IN VOTING RIGHTS HAS REACHED CERTAIN THRESHOLDS AND YOU HAV-E NOT COMPLIED WITH ANY OF YOUR MANDATORY VOTING RIGHTS NOTIFICATIONS PURSUANT-TO THE | Non-Voting |
GERMAN SECURITIES TRADING ACT (WHPG). FOR QUESTIONS IN THIS REGARD PLE-ASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE FOR CLARIFICATION. IF YOU DO NO-T HAVE ANY INDICATION REGARDING SUCH CONFLICT OF INTEREST, OR ANOTHER EXCLUSIO-N FROM VOTING, PLEASE SUBMIT YOUR VOTE AS USUAL. THANK YOU. | ||||||||||||
PLEASE NOTE THAT THE TRUE RECORD DATE FOR THIS MEETING IS 16 MAY 2013, WHEREAS-THE MEETING HAS BEEN SETUP USING THE ACTUAL RECORD DATE-1 BUSINESS DAY. THIS-IS DONE TO ENSURE THAT ALL POSITIONS REPORTED ARE IN CONCURRENCE WITH THE GERM-AN LAW. THANK YOU. | Non-Voting | |||||||||||
COUNTER PROPOSALS MAY BE SUBMITTED UNTIL 22 MAY 2013. FURTHER INFORMATION ON C-OUNTER PROPOSALS CAN BE FOUND DIRECTLY ON THE ISSUER’S WEBSITE (PLEASE REFER T-O THE MATERIAL URL SECTION OF THE APPLICATION). IF YOU WISH TO ACT ON THESE IT-EMS, YOU WILL NEED TO REQUEST A MEETING ATTEND AND VOTE YOUR SHARES DIRECTLY A-T THE COMPANY’S MEETING. COUNTER PROPOSALS CANNOT BE REFLECTED IN THE BALLOT O-N PROXYEDGE. | Non-Voting | |||||||||||
1. | Presentation of the adopted annual financial statements of MAN SE and the appr-oved consolidated financial statements for the year ending December 31, 2012,-in addition to the management report of MAN SE and the MAN Group management re-port for the 2012 fiscal year as well as the explanatory report on information-in accordance with sections 289 (4) and 315 (4) of the Handelsgesetzbuch (HGB–German Commercial Code) and the report of the Supervisory Board | Non-Voting | ||||||||||
2. | Appropriation of MAN SE’s net retained profits | Management | For | For | ||||||||
3. | Approval of the Executive Board’s actions | Management | For | For | ||||||||
4. | Approval of the Supervisory Board’s actions | Management | For | For | ||||||||
5.a | Election of a member of the Supervisory Board: Dr. h.c. Leif Oestling | Management | For | For | ||||||||
5.b | Election of a member of the Supervisory Board: Prof. Dr. rer. pol. Horst Neumann (substitution) | Management | For | For | ||||||||
6. | Amendment to the Articles of Association regarding the location of the Annual General Meeting: Article 13 | Management | For | For | ||||||||
7. | Appointment of auditors for the 2013 fiscal year: PricewaterhouseCoopers AG | Management | For | For | ||||||||
8. | Approval of the conclusion of a domination and profit and loss transfer agreement: Truck & Bus GmbH and MAN SE | Management | For | For |
ASSET ACCEPTANCE CAPITAL CORP.
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Security | 04543P100 | Meeting Type | Special | |||||
Ticker Symbol | AACC | Meeting Date | 13-Jun-2013 | |||||
ISIN | US04543P1003 | Agenda | 933825070 - Management |
Item | Proposal | Type | Vote | For/Against
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1 | APPROVAL AND ADOPTION OF THE AGREEMENT AND PLAN OF MERGER, DATED AS OF MARCH 6, 2013 (THE “MERGER AGREEMENT”), BY AND AMONG AACC, ENCORE CAPITAL GROUP, INC., A DELAWARE CORPORATION (“ENCORE”), AND PINNACLE SUB, INC., A DELAWARE CORPORATION AND A WHOLLY OWNED SUBSIDIARY OF ENCORE (“MERGER SUB”), ALL AS MORE FULLY DESCRIBED IN THE | Management | For | For |
PROXY STATEMENT. | ||||||||||||
2 | THE ADVISORY (NON-BINDING) APPROVAL OF CERTAIN “GOLDEN PARACHUTE” COMPENSATION PAYABLE TO AACC NAMED EXECUTIVE OFFICERS WHICH IS RELATED TO THE MERGER. | Management | For | For | ||||||||
3 | APPROVAL OF ANY ADJOURNMENT OR POSTPONEMENT OF THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING (OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF) TO ADOPT THE MERGER AGREEMENT. | Management | For | For |
COMMONWEALTH REIT
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Security | 203233101 | Meeting Type | Contested-Consent | |||||
Ticker Symbol | CWH | Meeting Date | 21-Jun-2013 | |||||
ISIN | US2032331017 | Agenda | 933794845 - Opposition |
Item | Proposal | Type | Vote | For/Against
| ||||||||
01 | DIRECTOR | Management | ||||||||||
1 REMOVAL OF B.M. PORTNOY | For | For | ||||||||||
2 REMOVAL OF A.D. PORTNOY | For | For | ||||||||||
3 REMOVAL OF J.L. MOREA | For | For | ||||||||||
4 REMOVAL OF W.A. LAMKIN | For | For | ||||||||||
5 REMOVAL OF ZEYTOONJIAN | For | For |
COMMONWEALTH REIT
| ||||||||
Security | 203233101 | Meeting Type | Contested-Consent | |||||
Ticker Symbol | CWH | Meeting Date | 21-Jun-2013 | |||||
ISIN | US2032331017 | Agenda | 933807971 - Opposition |
Item | Proposal | Type | Vote | For/Against
| ||||||||
01 | DIRECTOR | Management | ||||||||||
1 REMOVAL OF B.M. PORTNOY | For | For | ||||||||||
2 REMOVAL OF A.D. PORTNOY | For | For | ||||||||||
3 REMOVAL OF J.L. MOREA | For | For | ||||||||||
4 REMOVAL OF W.A. LAMKIN | For | For | ||||||||||
5 REMOVAL OF ZEYTOONJIAN | For | For |
PALOMAR MEDICAL TECHNOLOGIES, INC.
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Security | 697529303 | Meeting Type | Special | |||||
Ticker Symbol | PMTI | Meeting Date | 24-Jun-2013 | |||||
ISIN | US6975293035 | Agenda | 933841618 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | TO ADOPT THE MERGER AGREEMENT | Management | For | For | ||||||||
2. | TO APPROVE, ON AN ADVISORY (NON-BINDING) BASIS, THE COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO PALOMAR’S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER | Management | For | For | ||||||||
3. | TO ADJOURN THE PALOMAR SPECIAL MEETING | Management | For | For |
SPRINT NEXTEL CORPORATION
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Security | 852061100 | Meeting Type | Special | |||||
Ticker Symbol | S | Meeting Date | 25-Jun-2013 | |||||
ISIN | US8520611000 | Agenda | 933817643 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | ADOPTION OF THE AGREEMENT AND PLAN OF MERGER, DATED AS OF OCTOBER 15, 2012, AS AMENDED ON NOVEMBER 29, 2012, APRIL 12, 2013 AND JUNE 10, 2013 (THE “MERGER AGREEMENT”) AMONG SOFTBANK CORP., STARBURST I, INC., STARBURST II, INC., STARBURST III, INC., AND SPRINT NEXTEL CORPORATION. | Management | For | For | ||||||||
2. | APPROVAL, BY A NON-BINDING ADVISORY VOTE, OF CERTAIN COMPENSATION ARRANGEMENTS FOR SPRINT NEXTEL CORPORATION’S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER CONTEMPLATED BY THE MERGER AGREEMENT. | Management | For | For | ||||||||
3. | APPROVAL OF ANY MOTION TO POSTPONE OR ADJOURN THE SPRINT NEXTEL CORPORATION SPECIAL STOCKHOLDERS’ MEETING, IF NECESSARY TO SOLICIT ADDITIONAL PROXIES TO APPROVE PROPOSAL 1. | Management | For | For |
LUFKIN INDUSTRIES, INC.
| ||||||||
Security | 549764108 | Meeting Type | Special | |||||
Ticker Symbol | LUFK | Meeting Date | 27-Jun-2013 | |||||
ISIN | US5497641085 | Agenda | 933842812 - Management |
Item | Proposal | Type | Vote | For/Against
| ||||||||
1. | TO APPROVE THE AGREEMENT AND PLAN OF MERGER, DATED AS OF APRIL 5, 2013, BY AND AMONG GENERAL ELECTRIC COMPANY, RED ACQUISITION, INC., AND LUFKIN INDUSTRIES, INC., AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME | Management | For | For | ||||||||
2. | TO ADJOURN THE SPECIAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE MEETING TO APPROVE THE MERGER AGREEMENT | Management | For | For | ||||||||
3. | TO APPROVE, ON A NON-BINDING, ADVISORY BASIS, THE COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO LUFKIN INDUSTRIES, INC.‘S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER | Management | For | For |
THE ARBITRAGE CREDIT OPPORTUNITIES FUND
There were no matters relating to a portfolio security considered at any shareholder meeting held during the period covered by this report on Form N-PX with respect to which the Fund was entitled to vote.
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.
The Arbitrage Funds
By: /s/ John S. Orrico
John S. Orrico
President and Treasurer
Date: August 29, 2013