UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number: 811-21113
Touchstone Institutional Funds Trust
(Exact name of registrant as specified in charter)
303 Broadway, Suite 1100
Cincinnati, Ohio 45202-4203
(Address of principal executive offices) (Zip code)
Jill T. McGruder
303 Broadway, Suite 1100
Cincinnati, Ohio 45202-4203
(Name and address of agent for service)
Registrant's telephone number, including area code: 800-638-8194
Date of fiscal year end: December 31
Date of reporting period: July 1, 2012 – June 30, 2013
Form N-PX is to be used by a registered management investment company, other than a small business investment company registered on Form N-5 (§§ 239.24 and 274.5 of this chapter), to file reports with the Commission, not later than August 31 of each year, containing the registrant’s proxy voting record for the most recent twelve-month period ended June 30, pursuant to section 30 of the Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4). The Commission may use the information provided on Form N-PX in its regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-PX, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-PX unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to the Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.
PROXY VOTING RECORD
FOR PERIOD JULY 1, 2012 TO JUNE 30, 2013
TIFT JSAM Institutional Large Cap Value Fund
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The fund held no voting securities during the reporting period and did not vote any securities or have
any securities that were subject to a vote during the reporting period.
TIFT JSAM Institutional Value Fund
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The fund held no voting securities during the reporting period and did not vote any securities or have
any securities that were subject to a vote during the reporting period.
TIFT Mazama Institutional Growth Fund
--------------------------------------------------------------------------------------------------------------------------
The fund held no voting securities during the reporting period and did not vote any securities or have
any securities that were subject to a vote during the reporting period.
TIFT Sands Capital Institutional Growth Fund
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APPLE INC. Agenda Number: 933725042
--------------------------------------------------------------------------------------------------------------------------
Security: 037833100 Meeting Type: Annual
Ticker: AAPL Meeting Date: 27-Feb-2013
ISIN: US0378331005
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
WILLIAM CAMPBELL Mgmt For For
TIMOTHY COOK Mgmt For For
MILLARD DREXLER Mgmt For For
AL GORE Mgmt For For
ROBERT IGER Mgmt For For
ANDREA JUNG Mgmt For For
ARTHUR LEVINSON Mgmt For For
RONALD SUGAR Mgmt For For
2. AMENDMENT OF APPLE'S RESTATED ARTICLES OF Mgmt For For
INCORPORATION TO (I) ELIMINATE CERTAIN LANGUAGE
RELATING TO TERM OF OFFICE OF DIRECTORS IN ORDER TO
FACILITATE THE ADOPTION OF MAJORITY VOTING FOR
ELECTION OF DIRECTORS, (II) ELIMINATE "BLANK CHECK"
PREFERRED STOCK, (III) ESTABLISH A PAR VALUE FOR
COMPANY'S COMMON STOCK OF $0.00001 PER SHARE AND (IV)
MAKE OTHER CHANGES.
3. RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP Mgmt For For
AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2013.
4. A NON-BINDING ADVISORY RESOLUTION TO APPROVE EXECUTIVE Mgmt For For
COMPENSATION.
5. A SHAREHOLDER PROPOSAL ENTITLED "EXECUTIVES TO RETAIN Shr Against For
SIGNIFICANT STOCK."
6. A SHAREHOLDER PROPOSAL ENTITLED "BOARD COMMITTEE ON Shr Against For
HUMAN RIGHTS."
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F5 NETWORKS, INC. Agenda Number: 933728985
--------------------------------------------------------------------------------------------------------------------------
Security: 315616102 Meeting Type: Annual
Ticker: FFIV Meeting Date: 13-Mar-2013
ISIN: US3156161024
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF CLASS I DIRECTOR: MICHAEL DREYER Mgmt For For
1B. ELECTION OF CLASS I DIRECTOR: SANDRA BERGERON Mgmt For For
1C. ELECTION OF CLASS II DIRECTOR: DEBORAH L. BEVIER Mgmt For For
1D. ELECTION OF CLASS II DIRECTOR: ALAN J. HIGGINSON Mgmt For For
1E. ELECTION OF CLASS II DIRECTOR: JOHN MCADAM Mgmt For For
1F. ELECTION OF CLASS III DIRECTOR: STEPHEN SMITH Mgmt For For
2. RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS Mgmt For For
THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR FISCAL YEAR 2013.
3. ADVISORY VOTE ON COMPENSATION OF OUR NAMED EXECUTIVE Mgmt For For
OFFICERS.
4. ADOPT AND APPROVE AN AMENDMENT TO OUR SECOND AMENDED Mgmt For For
AND RESTATED ARTICLES OF INCORPORATION TO DECLASSIFY
OUR BOARD OF DIRECTORS AND PROVIDE FOR AN ANNUAL
ELECTION OF DIRECTORS.
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QUALCOMM INCORPORATED Agenda Number: 933726397
--------------------------------------------------------------------------------------------------------------------------
Security: 747525103 Meeting Type: Annual
Ticker: QCOM Meeting Date: 05-Mar-2013
ISIN: US7475251036
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: BARBARA T. ALEXANDER Mgmt For For
1B ELECTION OF DIRECTOR: DONALD G. CRUICKSHANK Mgmt For For
1C ELECTION OF DIRECTOR: RAYMOND V. DITTAMORE Mgmt For For
1D ELECTION OF DIRECTOR: SUSAN HOCKFIELD Mgmt For For
1E ELECTION OF DIRECTOR: THOMAS W. HORTON Mgmt For For
1F ELECTION OF DIRECTOR: PAUL E. JACOBS Mgmt For For
1G ELECTION OF DIRECTOR: SHERRY LANSING Mgmt For For
1H ELECTION OF DIRECTOR: DUANE A. NELLES Mgmt For For
1I ELECTION OF DIRECTOR: FRANCISCO ROS Mgmt For For
1J ELECTION OF DIRECTOR: BRENT SCOWCROFT Mgmt For For
1K ELECTION OF DIRECTOR: MARC I. STERN Mgmt For For
02 TO APPROVE THE 2006 LONG-TERM INCENTIVE PLAN, AS Mgmt For For
AMENDED, WHICH INCLUDES AN INCREASE IN THE SHARE
RESERVE BY 90,000,000 SHARES.
03 TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP Mgmt For For
AS OUR INDEPENDENT PUBLIC ACCOUNTANTS FOR OUR FISCAL
YEAR ENDING SEPTEMBER 29, 2013.
04 ADVISORY APPROVAL OF THE COMPANY'S EXECUTIVE Mgmt For For
COMPENSATION.
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SALESFORCE.COM, INC. Agenda Number: 933734851
--------------------------------------------------------------------------------------------------------------------------
Security: 79466L302 Meeting Type: Special
Ticker: CRM Meeting Date: 20-Mar-2013
ISIN: US79466L3024
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE Mgmt For For
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF
THE COMPANY TO INCREASE THE AUTHORIZED SHARE CAPITAL
OF THE COMPANY FROM 405,000,000 TO 1,605,000,000.
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STARBUCKS CORPORATION Agenda Number: 933726842
--------------------------------------------------------------------------------------------------------------------------
Security: 855244109 Meeting Type: Annual
Ticker: SBUX Meeting Date: 20-Mar-2013
ISIN: US8552441094
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: HOWARD SCHULTZ Mgmt For For
1B. ELECTION OF DIRECTOR: WILLIAM W. BRADLEY Mgmt For For
1C. ELECTION OF DIRECTOR: ROBERT M. GATES Mgmt For For
1D. ELECTION OF DIRECTOR: MELLODY HOBSON Mgmt For For
1E. ELECTION OF DIRECTOR: KEVIN R. JOHNSON Mgmt For For
1F. ELECTION OF DIRECTOR: OLDEN LEE Mgmt For For
1G. ELECTION OF DIRECTOR: JOSHUA COOPER RAMO Mgmt For For
1H. ELECTION OF DIRECTOR: JAMES G. SHENNAN, JR. Mgmt For For
1I. ELECTION OF DIRECTOR: CLARA SHIH Mgmt For For
1J. ELECTION OF DIRECTOR: JAVIER G. TERUEL Mgmt For For
1K. ELECTION OF DIRECTOR: MYRON E. ULLMAN, III Mgmt For For
1L. ELECTION OF DIRECTOR: CRAIG E. WEATHERUP Mgmt For For
2. APPROVAL OF AN ADVISORY RESOLUTION ON EXECUTIVE Mgmt For For
COMPENSATION.
3. APPROVAL OF AN AMENDMENT AND RESTATEMENT OF THE 2005 Mgmt For For
LONG-TERM EQUITY INCENTIVE PLAN, INCLUDING AN INCREASE
IN THE NUMBER OF AUTHORIZED SHARES UNDER THE PLAN.
4. RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE LLP Mgmt For For
AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR ENDING SEPTEMBER 29, 2013.
5. SHAREHOLDER PROPOSAL TO PROHIBIT POLITICAL SPENDING. Shr Against For
--------------------------------------------------------------------------------------------------------------------------
VISA INC. Agenda Number: 933718895
--------------------------------------------------------------------------------------------------------------------------
Security: 92826C839 Meeting Type: Annual
Ticker: V Meeting Date: 30-Jan-2013
ISIN: US92826C8394
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: GARY P. COUGHLAN Mgmt For For
1B. ELECTION OF DIRECTOR: MARY B. CRANSTON Mgmt For For
1C. ELECTION OF DIRECTOR: FRANCISCO JAVIER Mgmt For For
FERNANDEZ-CARBAJAL
1D. ELECTION OF DIRECTOR: ROBERT W. MATSCHULLAT Mgmt For For
1E. ELECTION OF DIRECTOR: CATHY E. MINEHAN Mgmt For For
1F. ELECTION OF DIRECTOR: SUZANNE NORA JOHNSON Mgmt For For
1G. ELECTION OF DIRECTOR: DAVID J. PANG Mgmt For For
1H. ELECTION OF DIRECTOR: JOSEPH W. SAUNDERS Mgmt For For
1I. ELECTION OF DIRECTOR: CHARLES W. SCHARF Mgmt For For
1J. ELECTION OF DIRECTOR: WILLIAM S. SHANAHAN Mgmt For For
1K. ELECTION OF DIRECTOR: JOHN A. SWAINSON Mgmt For For
2. APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF Mgmt For For
OUR NAMED EXECUTIVE OFFICERS.
3. RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS OUR Mgmt For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
FISCAL YEAR 2013.
4. STOCKHOLDER PROPOSAL ON LOBBYING PRACTICES AND Shr Against For
EXPENDITURES, IF PROPERLY PRESENTED.
* Management position unknown
TIFT JSAM Institutional Large Cap Value Fund
--------------------------------------------------------------------------------------------------------------------------
The fund held no voting securities during the reporting period and did not vote any securities or have
any securities that were subject to a vote during the reporting period.
TIFT JSAM Institutional Value Fund
--------------------------------------------------------------------------------------------------------------------------
The fund held no voting securities during the reporting period and did not vote any securities or have
any securities that were subject to a vote during the reporting period.
TIFT Mazama Institutional Growth Fund
--------------------------------------------------------------------------------------------------------------------------
The fund held no voting securities during the reporting period and did not vote any securities or have
any securities that were subject to a vote during the reporting period.
TIFT Sands Capital Institutional Growth Fund
--------------------------------------------------------------------------------------------------------------------------
ALEXION PHARMACEUTICALS, INC. Agenda Number: 933795051
--------------------------------------------------------------------------------------------------------------------------
Security: 015351109 Meeting Type: Annual
Ticker: ALXN Meeting Date: 06-May-2013
ISIN: US0153511094
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
LEONARD BELL Mgmt For For
MAX LINK Mgmt For For
WILLIAM R. KELLER Mgmt For For
JOSEPH A. MADRI Mgmt For For
LARRY L. MATHIS Mgmt For For
R. DOUGLAS NORBY Mgmt For For
ALVIN S. PARVEN Mgmt For For
ANDREAS RUMMELT Mgmt For For
ANN M. VENEMAN Mgmt For For
2. APPROVAL OF A NON-BINDING ADVISORY VOTE OF THE 2012 Mgmt For For
COMPENSATION PAID TO ALEXION'S NAMED EXECUTIVE
OFFICERS.
3. APPROVAL OF THE AMENDED AND RESTATED 2004 INCENTIVE Mgmt For For
PLAN, AS DESCRIBED IN THE ACCOMPANYING PROXY
STATEMENT, INCLUDING TO INCREASE THE NUMBER OF SHARES
OF COMMON STOCK AVAILABLE FOR ISSUANCE BY 12 MILLION
SHARES (SUBJECT TO ADJUSTMENT IN THE EVENT OF STOCK
SPLITS AND OTHER SIMILAR EVENTS).
4. RATIFICATION OF APPOINTMENT BY THE BOARD OF DIRECTORS Mgmt For For
OF PRICEWATERHOUSECOOPERS LLP AS ALEXION'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM.
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ALLERGAN, INC. Agenda Number: 933747618
--------------------------------------------------------------------------------------------------------------------------
Security: 018490102 Meeting Type: Annual
Ticker: AGN Meeting Date: 30-Apr-2013
ISIN: US0184901025
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: DAVID E.I. PYOTT Mgmt For For
1B ELECTION OF DIRECTOR: MICHAEL R. GALLAGHER Mgmt For For
1C ELECTION OF DIRECTOR: DEBORAH DUNSIRE, M.D. Mgmt For For
1D ELECTION OF DIRECTOR: DAWN HUDSON Mgmt For For
1E ELECTION OF DIRECTOR: TREVOR M. JONES, PH.D. Mgmt For For
1F ELECTION OF DIRECTOR: LOUIS J. LAVIGNE, JR. Mgmt For For
1G ELECTION OF DIRECTOR: PETER J. MCDONNELL, M.D. Mgmt For For
1H ELECTION OF DIRECTOR: TIMOTHY D. PROCTOR Mgmt For For
1I ELECTION OF DIRECTOR: RUSSELL T. RAY Mgmt For For
2 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP Mgmt For For
AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
3 ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED Mgmt For For
EXECUTIVE OFFICERS
4 APPROVE THE AMENDMENT AND RESTATEMENT OF OUR AMENDED Mgmt For For
AND RESTATED CERTIFICATE OF INCORPORATION
5.1 STOCKHOLDER PROPOSAL #1 - RIGHT TO ACT BY WRITTEN Shr Against For
CONSENT
5.2 STOCKHOLDER PROPOSAL #2 - DISCLOSURE OF LOBBYING Shr Against For
PRACTICES
--------------------------------------------------------------------------------------------------------------------------
AMAZON.COM, INC. Agenda Number: 933782612
--------------------------------------------------------------------------------------------------------------------------
Security: 023135106 Meeting Type: Annual
Ticker: AMZN Meeting Date: 23-May-2013
ISIN: US0231351067
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: JEFFREY P. BEZOS Mgmt For For
1B. ELECTION OF DIRECTOR: TOM A. ALBERG Mgmt For For
1C. ELECTION OF DIRECTOR: JOHN SEELY BROWN Mgmt For For
1D. ELECTION OF DIRECTOR: WILLIAM B. GORDON Mgmt For For
1E. ELECTION OF DIRECTOR: JAMIE S. GORELICK Mgmt For For
1F. ELECTION OF DIRECTOR: ALAIN MONIE Mgmt For For
1G. ELECTION OF DIRECTOR: JONATHAN J. RUBINSTEIN Mgmt For For
1H. ELECTION OF DIRECTOR: THOMAS O. RYDER Mgmt For For
1I. ELECTION OF DIRECTOR: PATRICIA Q. STONESIFER Mgmt For For
2. RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP Mgmt For For
AS INDEPENDENT AUDITORS
3. SHAREHOLDER PROPOSAL REGARDING A REPORT CONCERNING Shr Against For
CORPORATE POLITICAL CONTRIBUTIONS
--------------------------------------------------------------------------------------------------------------------------
ARM HOLDINGS PLC Agenda Number: 933769640
--------------------------------------------------------------------------------------------------------------------------
Security: 042068106 Meeting Type: Annual
Ticker: ARMH Meeting Date: 02-May-2013
ISIN: US0420681068
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. TO RECEIVE THE ANNUAL REPORT AND ACCOUNTS FOR THE Mgmt For For
FINANCIAL YEAR ENDED 31 DECEMBER 2012
2. TO DECLARE A FINAL DIVIDEND Mgmt For For
3. TO APPROVE THE REMUNERATION REPORT Mgmt For For
4. TO RE-ELECT SIR JOHN BUCHANAN AS A DIRECTOR Mgmt For For
5. TO RE-ELECT WARREN EAST AS A DIRECTOR Mgmt For For
6. TO RE-ELECT ANDY GREEN AS A DIRECTOR Mgmt For For
7. TO RE-ELECT LARRY HIRST AS A DIRECTOR Mgmt For For
8. TO RE-ELECT MIKE MULLER AS A DIRECTOR Mgmt For For
9. TO RE-ELECT KATHLEEN O'DONOVAN AS A DIRECTOR Mgmt For For
10. TO RE-ELECT JANICE ROBERTS AS A DIRECTOR Mgmt For For
11. TO RE-ELECT PHILIP ROWLEY AS A DIRECTOR Mgmt For For
12. TO RE-ELECT TIM SCORE AS A DIRECTOR Mgmt For For
13. TO RE-ELECT SIMON SEGARS AS A DIRECTOR Mgmt For For
14. TO RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS AUDITORS Mgmt For For
OF THE COMPANY
15. TO AUTHORISE THE DIRECTORS TO FIX THE REMUNERATION OF Mgmt For For
THE AUDITORS
16. TO APPROVE THE NEW LONG TERM INCENTIVE PLAN Mgmt For For
17. TO GRANT THE DIRECTORS AUTHORITY TO ALLOT SHARES Mgmt For For
18. TO DISAPPLY PRE-EMPTION RIGHTS Mgmt For For
19. TO AUTHORISE THE COMPANY TO MAKE MARKET PURCHASES OF Mgmt For For
ITS OWN SHARES
20. TO AUTHORISE THE COMPANY TO HOLD GENERAL MEETINGS ON Mgmt For For
14 DAYS' NOTICE
--------------------------------------------------------------------------------------------------------------------------
ASML HOLDINGS N.V. Agenda Number: 933771885
--------------------------------------------------------------------------------------------------------------------------
Security: N07059210 Meeting Type: Annual
Ticker: ASML Meeting Date: 24-Apr-2013
ISIN: USN070592100
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
3 DISCUSSION OF THE 2012 ANNUAL REPORT, INCL. ASML'S Mgmt For For
CORPORATE GOVERNANCE CHAPTER, AND THE 2012
REMUNERATION REPORT, AND PROPOSAL TO ADOPT THE
FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ("FY")
2012, AS PREPARED IN ACCORDANCE WITH DUTCH LAW.
4 PROPOSAL TO DISCHARGE THE MEMBERS OF THE BOARD OF Mgmt For For
MANAGEMENT FROM LIABILITY FOR THEIR RESPONSIBILITIES
IN THE FY 2012.
5 PROPOSAL TO DISCHARGE THE MEMBERS OF THE SUPERVISORY Mgmt For For
BOARD FROM LIABILITY FOR THEIR RESPONSIBILITIES IN THE
FY 2012.
7 PROPOSAL TO ADOPT A DIVIDEND OF EUR 0.53 PER ORDINARY Mgmt For For
SHARE OF EUR 0.09.
8 PROPOSAL TO ADOPT THE REVISED REMUNERATION POLICY FOR Mgmt For For
THE BOARD OF MANAGEMENT ASML HOLDING N.V. (VERSION
2014).
9A PROPOSAL TO APPROVE THE NUMBER OF PERFORMANCE SHARES Mgmt For For
FOR THE BOARD OF MANAGEMENT, IN ACCORDANCE WITH THE
REMUNERATION POLICY FOR THE BOARD OF MANAGEMENT ASML
HOLDING N.V. (VERSION 2010) OVER THE FINANCIAL YEAR
2013 AND AUTHORIZATION OF THE BOARD OF MANAGEMENT TO
ISSUE THESE PERFORMANCE SHARES.
9B PROPOSAL TO APPROVE THE PERFORMANCE SHARE ARRANGEMENT, Mgmt For For
IN ACCORDANCE WITH THE REMUNERATION POLICY FOR THE
BOARD OF MANAGEMENT OF ASML HOLDING N.V. (VERSION
2014) (THE "POLICY"), INCLUDING THE NUMBER OF
PERFORMANCE SHARES FOR THE BOARD OF MANAGEMENT TO BE
DETERMINED BY THE CALCULATION METHOD AS DESCRIBED IN
THE POLICY, AND AUTHORIZATION OF THE BOARD OF
MANAGEMENT TO ISSUE THE PERFORMANCE SHARES FOR THE
FINANCIAL YEAR 2014 AND SUBSEQUENT YEARS. (THE BOARD
OF MANAGEMENT WILL ONLY PROPOSE ITEM 9B IF ITEM 8 IS
ADOPTED.).
10 PROPOSAL TO APPROVE THE NUMBER OF STOCK OPTIONS, Mgmt For For
RESPECTIVELY SHARES, FOR EMPLOYEES AND AUTHORIZATION
OF THE BOARD OF MANAGEMENT TO ISSUE THE STOCK OPTIONS,
RESPECTIVELY SHARES.
12A PROPOSAL TO REAPPOINT MS. H.C.J. VAN DEN BURG AS Mgmt For For
MEMBER OF THE SUPERVISORY BOARD, EFFECTIVE APRIL 24,
2013.
12B PROPOSAL TO REAPPOINT MS. P.F.M. VAN DER MEER MOHR AS Mgmt For For
MEMBER OF THE SUPERVISORY BOARD, EFFECTIVE APRIL 24,
2013.
12C PROPOSAL TO REAPPOINT MR. W.H. ZIEBART AS MEMBER OF Mgmt For For
THE SUPERVISORY BOARD, EFFECTIVE APRIL 24, 2013.
12D PROPOSAL TO APPOINT MR. D.A. GROSE AS MEMBER OF THE Mgmt For For
SUPERVISORY BOARD, EFFECTIVE APRIL 24, 2013.
12E PROPOSAL TO APPOINT MS. C.M.S. SMITS-NUSTELING AS Mgmt For For
MEMBER OF THE SUPERVISORY BOARD, EFFECTIVE APRIL 24,
2013.
14 PROPOSAL TO REAPPOINT THE EXTERNAL AUDITOR FOR THE Mgmt For For
REPORTING YEAR 2014.
15A PROPOSAL TO AUTHORIZE THE BOARD OF MANAGEMENT TO ISSUE Mgmt For For
(RIGHTS TO SUBSCRIBE FOR) SHARES, WHICH AUTHORIZATION
IS LIMITED TO 5% OF THE ISSUED CAPITAL.
15B PROPOSAL TO AUTHORIZE THE BOARD OF MANAGEMENT TO Mgmt For For
RESTRICT OR EXCLUDE THE PRE-EMPTION RIGHTS ACCRUING TO
SHAREHOLDERS IN CONNECTION WITH AGENDA ITEM 15A.
15C PROPOSAL TO AUTHORIZE THE BOARD OF MANAGEMENT TO ISSUE Mgmt For For
(RIGHTS TO SUBSCRIBE FOR) SHARES, FOR AN ADDITIONAL 5%
OF THE ISSUED CAPITAL, ONLY TO BE USED IN CONNECTION
WITH MERGERS, ACQUISITIONS AND / OR (STRATEGIC)
ALLIANCES.
15D PROPOSAL TO AUTHORIZE THE BOARD OF MANAGEMENT TO Mgmt For For
RESTRICT OR EXCLUDE THE PRE-EMPTION RIGHTS ACCRUING TO
SHAREHOLDERS IN CONNECTION WITH AGENDA ITEM 15C.
16A PROPOSAL TO AUTHORIZE THE BOARD OF MANAGEMENT TO Mgmt For For
ACQUIRE SHARES IN THE COMPANY'S CAPITAL.
16B PROPOSAL TO AUTHORIZE THE BOARD OF MANAGEMENT TO Mgmt For For
ACQUIRE ADDITIONAL SHARES IN THE COMPANY'S CAPITAL.
17 PROPOSAL TO CANCEL ORDINARY SHARES (TO BE) REPURCHASED Mgmt For For
BY THE COMPANY.
--------------------------------------------------------------------------------------------------------------------------
ATHENAHEALTH INC Agenda Number: 933805511
--------------------------------------------------------------------------------------------------------------------------
Security: 04685W103 Meeting Type: Annual
Ticker: ATHN Meeting Date: 06-Jun-2013
ISIN: US04685W1036
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
CHARLES BAKER Mgmt For For
DEV ITTYCHERIA Mgmt For For
JOHN A. KANE Mgmt For For
02 TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS Mgmt For For
ATHENAHEALTH, INC.'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER
31, 2013.
03 TO APPROVE AN AMENDMENT AND RESTATEMENT OF THE 2007 Mgmt For For
STOCK OPTION AND INCENTIVE PLAN.
04 TO APPROVE THE COMPANY'S EXECUTIVE COMPENSATION. Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
BIOGEN IDEC INC. Agenda Number: 933814243
--------------------------------------------------------------------------------------------------------------------------
Security: 09062X103 Meeting Type: Annual
Ticker: BIIB Meeting Date: 12-Jun-2013
ISIN: US09062X1037
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: CAROLINE D. DORSA Mgmt For For
1B. ELECTION OF DIRECTOR: STELIOS PAPADOPOULOS Mgmt For For
1C. ELECTION OF DIRECTOR: GEORGE A. SCANGOS Mgmt For For
1D. ELECTION OF DIRECTOR: LYNN SCHENK Mgmt For For
1E. ELECTION OF DIRECTOR: ALEXANDER J. DENNER Mgmt For For
1F. ELECTION OF DIRECTOR: NANCY L. LEAMING Mgmt For For
1G. ELECTION OF DIRECTOR: RICHARD C. MULLIGAN Mgmt For For
1H. ELECTION OF DIRECTOR: ROBERT W. PANGIA Mgmt For For
1I. ELECTION OF DIRECTOR: BRIAN S. POSNER Mgmt For For
1J. ELECTION OF DIRECTOR: ERIC K. ROWINSKY Mgmt For For
1K. ELECTION OF DIRECTOR: STEPHEN A. SHERWIN Mgmt For For
1L. ELECTION OF DIRECTOR: WILLIAM D. YOUNG Mgmt For For
2. TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP Mgmt For For
AS BIOGEN IDEC INC.'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER
31, 2013.
3. SAY ON PAY - AN ADVISORY VOTE ON EXECUTIVE Mgmt For For
COMPENSATION.
4. TO REAPPROVE THE MATERIAL TERMS OF THE PERFORMANCE Mgmt For For
GOALS UNDER THE BIOGEN IDEC INC. 2008
PERFORMANCE-BASED MANAGEMENT INCENTIVE PLAN FOR
PURPOSES OF SECTION 162(M) OF THE INTERNAL REVENUE
CODE.
5. TO REAPPROVE THE MATERIAL TERMS OF THE PERFORMANCE Mgmt For For
GOALS UNDER THE BIOGEN IDEC INC. 2008 OMNIBUS EQUITY
PLAN FOR PURPOSES OF SECTION 162(M) OF THE INTERNAL
REVENUE CODE.
6. SHAREHOLDER PROPOSAL REGARDING ADOPTION OF A SHARE Shr Against For
RETENTION POLICY.
--------------------------------------------------------------------------------------------------------------------------
BIOMARIN PHARMACEUTICAL INC. Agenda Number: 933765046
--------------------------------------------------------------------------------------------------------------------------
Security: 09061G101 Meeting Type: Annual
Ticker: BMRN Meeting Date: 15-May-2013
ISIN: US09061G1013
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 DIRECTOR
JEAN-JACQUES BIENAIME Mgmt For For
MICHAEL GREY Mgmt For For
ELAINE J. HERON Mgmt For For
PIERRE LAPALME Mgmt For For
V. BRYAN LAWLIS Mgmt For For
RICHARD A. MEIER Mgmt For For
ALAN J. LEWIS Mgmt For For
WILLIAM D. YOUNG Mgmt For For
KENNETH M. BATE Mgmt For For
2 TO APPROVE AN AMENDMENT TO BIOMARIN'S 2006 SHARE Mgmt For For
INCENTIVE PLAN TO INCREASE THE AGGREGATE NUMBER OF
SHARES OF COMMON STOCK AUTHORIZED FOR ISSUANCE UNDER
SUCH PLAN FROM 23,000,000 TO 31,000,000 AND TO MAKE
CERTAIN OTHER MODIFICATIONS TO SUCH PLAN AS DISCLOSED
IN ITS PROXY STATEMENT.
3 TO VOTE ON AN ADVISORY BASIS TO APPROVE THE Mgmt For For
COMPENSATION OF BIOMARIN'S NAMED EXECUTIVE OFFICERS,
AS DISCLOSED IN ITS PROXY STATEMENT.
4 TO RATIFY THE SELECTION OF KPMG LLP AS THE INDEPENDENT Mgmt For For
REGISTERED PUBLIC ACCOUNTING FIRM FOR BIOMARIN FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2013.
--------------------------------------------------------------------------------------------------------------------------
CERNER CORPORATION Agenda Number: 933795099
--------------------------------------------------------------------------------------------------------------------------
Security: 156782104 Meeting Type: Annual
Ticker: CERN Meeting Date: 24-May-2013
ISIN: US1567821046
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: GERALD E. BISBEE, JR., PH.D Mgmt For For
1B. ELECTION OF DIRECTOR: DENIS A. CORTESE, M.D. Mgmt For For
1C. ELECTION OF DIRECTOR: LINDA M. DILLMAN Mgmt For For
2. RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE Mgmt For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF
CERNER CORPORATION FOR 2013.
3. APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF Mgmt For For
OUR NAMED EXECUTIVE OFFICERS.
4. AMENDMENT TO OUR SECOND RESTATED CERTIFICATE OF Mgmt For For
INCORPORATION REPEALING THE CLASSIFICATION OF OUR
BOARD OF DIRECTORS.
5. AMENDMENT TO OUR SECOND RESTATED CERTIFICATE OF Mgmt For For
INCORPORATION INCREASING THE NUMBER OF AUTHORIZED
SHARES OF COMMON STOCK.
--------------------------------------------------------------------------------------------------------------------------
CHIPOTLE MEXICAN GRILL, INC. Agenda Number: 933765464
--------------------------------------------------------------------------------------------------------------------------
Security: 169656105 Meeting Type: Annual
Ticker: CMG Meeting Date: 17-May-2013
ISIN: US1696561059
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 DIRECTOR
AL BALDOCCHI Mgmt For For
NEIL FLANZRAICH Mgmt For For
DARLENE FRIEDMAN Mgmt For For
2 AN ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR Mgmt For For
EXECUTIVE OFFICERS AS DISCLOSED IN OUR PROXY
STATEMENT.
3 RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS Mgmt For For
OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
THE YEAR ENDING DECEMBER 31, 2013.
4 A PROPOSAL TO APPROVE THE CHIPOTLE MEXICAN GRILL, INC. Mgmt For For
2014 CASH INCENTIVE PLAN.
5 A PROPOSAL TO AMEND OUR CERTIFICATE OF INCORPORATION Mgmt For For
TO ELIMINATE THE CLASSIFICATION OF THE BOARD OF
DIRECTORS AND PROVIDE FOR ANNUAL ELECTIONS OF ALL
DIRECTORS.
6 A SHAREHOLDER PROPOSAL, IF PROPERLY PRESENTED AT THE Shr Against For
MEETING, TO RESTRICT CERTAIN TERMS OF EQUITY
COMPENSATION AWARDS.
--------------------------------------------------------------------------------------------------------------------------
FACEBOOK INC. Agenda Number: 933811538
--------------------------------------------------------------------------------------------------------------------------
Security: 30303M102 Meeting Type: Annual
Ticker: FB Meeting Date: 11-Jun-2013
ISIN: US30303M1027
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
MARC L. ANDREESSEN Mgmt For For
ERSKINE B. BOWLES Mgmt For For
S.D. DESMOND-HELLMANN Mgmt For For
DONALD E. GRAHAM Mgmt For For
REED HASTINGS Mgmt For For
SHERYL K. SANDBERG Mgmt For For
PETER A. THIEL Mgmt For For
MARK ZUCKERBERG Mgmt For For
2. TO APPROVE, ON A NON-BINDING ADVISORY BASIS, THE Mgmt For For
COMPENSATION OF FACEBOOK, INC.'S NAMED EXECUTIVE
OFFICERS.
3. TO VOTE, ON A NON-BINDING ADVISORY BASIS, WHETHER A Mgmt 3 Years For
NON-BINDING ADVISORY VOTE ON THE COMPENSATION PROGRAM
FOR FACEBOOK, INC.'S NAMED EXECUTIVE OFFICERS SHOULD
BE HELD EVERY ONE, TWO OR THREE YEARS.
4. TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS Mgmt For For
FACEBOOK, INC.'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER
31, 2013.
--------------------------------------------------------------------------------------------------------------------------
FMC TECHNOLOGIES, INC. Agenda Number: 933773118
--------------------------------------------------------------------------------------------------------------------------
Security: 30249U101 Meeting Type: Annual
Ticker: FTI Meeting Date: 03-May-2013
ISIN: US30249U1016
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: ELEAZAR DE CARVALHO FILHO Mgmt For For
1B. ELECTION OF DIRECTOR: CLAIRE S. FARLEY Mgmt For For
1C. ELECTION OF DIRECTOR: JOSEPH H. NETHERLAND Mgmt For For
2. RATIFY THE APPOINTMENT OF KPMG LLP AS THE INDEPENDENT Mgmt For For
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013.
3. ADVISORY APPROVAL OF 2012 EXECUTIVE COMPENSATION. Mgmt For For
4. REAPPROVE THE MATERIAL TERMS OF THE PERFORMANCE GOALS Mgmt For For
UNDER THE AMENDED AND RESTATED INCENTIVE COMPENSATION
AND STOCK PLAN.
5. STOCKHOLDER PROPOSAL CONCERNING ACCELERATED VESTING OF Shr Against For
SENIOR EXECUTIVE EQUITY AWARDS UPON A CHANGE IN
CONTROL.
--------------------------------------------------------------------------------------------------------------------------
GOOGLE INC. Agenda Number: 933801905
--------------------------------------------------------------------------------------------------------------------------
Security: 38259P508 Meeting Type: Annual
Ticker: GOOG Meeting Date: 06-Jun-2013
ISIN: US38259P5089
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
LARRY PAGE Mgmt For For
SERGEY BRIN Mgmt For For
ERIC E. SCHMIDT Mgmt For For
L. JOHN DOERR Mgmt For For
DIANE B. GREENE Mgmt For For
JOHN L. HENNESSY Mgmt For For
ANN MATHER Mgmt For For
PAUL S. OTELLINI Mgmt For For
K. RAM SHRIRAM Mgmt For For
SHIRLEY M. TILGHMAN Mgmt For For
2. THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG Mgmt For For
LLP AS GOOGLE'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER
31, 2013.
3. A STOCKHOLDER PROPOSAL REGARDING A REPORT ON LEAD Shr Against For
BATTERIES IN GOOGLE'S SUPPLY CHAIN, IF PROPERLY
PRESENTED AT THE MEETING.
4. A STOCKHOLDER PROPOSAL REGARDING EQUAL SHAREHOLDER Shr For Against
VOTING, IF PROPERLY PRESENTED AT THE MEETING.
5. A STOCKHOLDER PROPOSAL REGARDING EXECUTIVE STOCK Shr Against For
RETENTION, IF PROPERLY PRESENTED AT THE MEETING.
6. A STOCKHOLDER PROPOSAL REGARDING SUCCESSION PLANNING, Shr Against For
IF PROPERLY PRESENTED AT THE MEETING.
--------------------------------------------------------------------------------------------------------------------------
INTUITIVE SURGICAL, INC. Agenda Number: 933742125
--------------------------------------------------------------------------------------------------------------------------
Security: 46120E602 Meeting Type: Annual
Ticker: ISRG Meeting Date: 25-Apr-2013
ISIN: US46120E6023
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 ELECTION OF DIRECTOR: AMAL M. JOHNSON Mgmt For For
1.2 ELECTION OF DIRECTOR: ERIC H. HALVORSON Mgmt For For
1.3 ELECTION OF DIRECTOR: ALAN J. LEVY, PH.D. Mgmt For For
2. TO APPROVE THE AMENDMENT AND RESTATEMENT OF THE Mgmt For For
COMPANY'S 2010 INCENTIVE AWARD PLAN
3. TO APPROVE, BY ADVISORY VOTE, THE COMPENSATION OF OUR Mgmt For For
NAMED EXECUTIVE OFFICERS
4. THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG Mgmt For For
LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER
31, 2013
--------------------------------------------------------------------------------------------------------------------------
LAS VEGAS SANDS CORP. Agenda Number: 933807387
--------------------------------------------------------------------------------------------------------------------------
Security: 517834107 Meeting Type: Annual
Ticker: LVS Meeting Date: 05-Jun-2013
ISIN: US5178341070
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
SHELDON G. ADELSON Mgmt For For
IRWIN CHAFETZ Mgmt For For
VICTOR CHALTIEL Mgmt For For
CHARLES A. KOPPELMAN Mgmt For For
2. TO APPROVE THE PERFORMANCE-BASED PROVISIONS OF THE Mgmt For For
COMPANY'S 2004 EQUITY AWARD PLAN.
3. TO APPROVE THE PERFORMANCE-BASED PROVISIONS OF THE Mgmt For For
COMPANY'S EXECUTIVE CASH INCENTIVE PLAN.
4. TO CONSIDER AND ACT UPON AN ADVISORY (NON-BINDING) Mgmt For For
PROPOSAL ON THE COMPENSATION OF THE NAMED EXECUTIVE
OFFICERS.
--------------------------------------------------------------------------------------------------------------------------
NATIONAL OILWELL VARCO, INC. Agenda Number: 933784464
--------------------------------------------------------------------------------------------------------------------------
Security: 637071101 Meeting Type: Annual
Ticker: NOV Meeting Date: 22-May-2013
ISIN: US6370711011
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: MERRILL A. MILLER, JR. Mgmt For For
1B. ELECTION OF DIRECTOR: GREG L. ARMSTRONG Mgmt For For
1C. ELECTION OF DIRECTOR: BEN A. GUILL Mgmt For For
1D. ELECTION OF DIRECTOR: DAVID D. HARRISON Mgmt For For
1E. ELECTION OF DIRECTOR: ROGER L. JARVIS Mgmt For For
1F. ELECTION OF DIRECTOR: ERIC L. MATTSON Mgmt For For
2. RATIFICATION OF INDEPENDENT AUDITORS. Mgmt For For
3. APPROVE, BY NON-BINDING VOTE, THE COMPENSATION OF OUR Mgmt For For
NAMED EXECUTIVE OFFICERS.
4. APPROVE AMENDMENTS TO THE NATIONAL OILWELL VARCO, INC. Mgmt For For
LONG-TERM INCENTIVE PLAN.
5. APPROVE THE NATIONAL OILWELL VARCO, INC. ANNUAL CASH Mgmt For For
INCENTIVE PLAN FOR EXECUTIVE OFFICERS.
--------------------------------------------------------------------------------------------------------------------------
PRAXAIR, INC. Agenda Number: 933743088
--------------------------------------------------------------------------------------------------------------------------
Security: 74005P104 Meeting Type: Annual
Ticker: PX Meeting Date: 23-Apr-2013
ISIN: US74005P1049
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: STEPHEN F. ANGEL Mgmt For For
1B. ELECTION OF DIRECTOR: OSCAR BERNARDES Mgmt For For
1C. ELECTION OF DIRECTOR: BRET. K. CLAYTON Mgmt For For
1D. ELECTION OF DIRECTOR: NANCE K. DICCIANI Mgmt For For
1E. ELECTION OF DIRECTOR: EDWARD G. GALANTE Mgmt For For
1F. ELECTION OF DIRECTOR: CLAIRE W. GARGALLI Mgmt For For
1G. ELECTION OF DIRECTOR: IRA D. HALL Mgmt For For
1H. ELECTION OF DIRECTOR: RAYMOND W. LEBOEUF Mgmt For For
1I. ELECTION OF DIRECTOR: LARRY D. MCVAY Mgmt For For
1J. ELECTION OF DIRECTOR: WAYNE T. SMITH Mgmt For For
1K. ELECTION OF DIRECTOR: ROBERT L. WOOD Mgmt For For
2. TO APPROVE, ON AN ADVISORY AND NON-BINDING BASIS, THE Mgmt For For
COMPENSATION OF PRAXAIR'S NAMED EXECUTIVE OFFICERS.
3. A SHAREHOLDER PROPOSAL REGARDING POLITICAL Shr Against For
CONTRIBUTIONS.
4. TO RATIFY THE APPOINTMENT OF THE INDEPENDENT AUDITOR. Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
PRICELINE.COM INCORPORATED Agenda Number: 933805080
--------------------------------------------------------------------------------------------------------------------------
Security: 741503403 Meeting Type: Annual
Ticker: PCLN Meeting Date: 06-Jun-2013
ISIN: US7415034039
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
TIM ARMSTRONG Mgmt For For
HOWARD W. BARKER, JR. Mgmt For For
JEFFERY H. BOYD Mgmt For For
JAN L. DOCTER Mgmt For For
JEFFREY E. EPSTEIN Mgmt For For
JAMES M. GUYETTE Mgmt For For
NANCY B. PERETSMAN Mgmt For For
THOMAS E. ROTHMAN Mgmt For For
CRAIG W. RYDIN Mgmt For For
2. TO RATIFY THE SELECTION OF DELOITTE & TOUCHE LLP AS Mgmt For For
THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF
THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31,
2013.
3. TO APPROVE ON AN ADVISORY BASIS THE COMPENSATION PAID Mgmt For For
BY THE COMPANY TO ITS NAMED EXECUTIVE OFFICERS.
4. TO APPROVE AN AMENDMENT TO THE COMPANY'S 1999 OMNIBUS Mgmt For For
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.
5. TO CONSIDER AND VOTE UPON A NON-BINDING STOCKHOLDER Shr Against For
PROPOSAL REQUESTING THAT THE COMPANY'S BOARD OF
DIRECTORS ADOPT A POLICY LIMITING THE ACCELERATION OF
VESTING OF EQUITY AWARDS GRANTED TO SENIOR EXECUTIVES
IN THE EVENT OF A CHANGE IN CONTROL OF THE COMPANY.
--------------------------------------------------------------------------------------------------------------------------
REGENERON PHARMACEUTICALS, INC. Agenda Number: 933806854
--------------------------------------------------------------------------------------------------------------------------
Security: 75886F107 Meeting Type: Annual
Ticker: REGN Meeting Date: 14-Jun-2013
ISIN: US75886F1075
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
MICHAEL S. BROWN, M.D. Mgmt For For
LEONARD S. SCHLEIFER Mgmt For For
ERIC M. SHOOTER, PH.D. Mgmt For For
GEORGE D. YANCOPOULOS Mgmt For For
2. PROPOSAL TO RATIFY THE APPOINTMENT OF Mgmt For For
PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2013.
--------------------------------------------------------------------------------------------------------------------------
SALESFORCE.COM, INC. Agenda Number: 933825979
--------------------------------------------------------------------------------------------------------------------------
Security: 79466L302 Meeting Type: Annual
Ticker: CRM Meeting Date: 06-Jun-2013
ISIN: US79466L3024
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 ELECTION OF DIRECTOR: STRATTON SCLAVOS Mgmt For For
1.2 ELECTION OF DIRECTOR: LAWRENCE TOMLINSON Mgmt For For
1.3 ELECTION OF DIRECTOR: SHIRLEY YOUNG Mgmt For For
2. APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE Mgmt For For
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF
THE COMPANY TO ELIMINATE THE CLASSIFIED STRUCTURE OF
THE BOARD OF DIRECTORS.
3. APPROVAL OF THE COMPANY'S 2013 EQUITY INCENTIVE PLAN. Mgmt For For
4. RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP Mgmt For For
AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING ON JANUARY
31, 2014.
5. ADVISORY VOTE TO APPROVE THE RESOLUTION ON THE Mgmt For For
COMPENSATION OF THE NAMED EXECUTIVE OFFICERS.
--------------------------------------------------------------------------------------------------------------------------
SCHLUMBERGER LIMITED (SCHLUMBERGER N.V.) Agenda Number: 933739382
--------------------------------------------------------------------------------------------------------------------------
Security: 806857108 Meeting Type: Annual
Ticker: SLB Meeting Date: 10-Apr-2013
ISIN: AN8068571086
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: PETER L.S. CURRIE Mgmt For For
1B. ELECTION OF DIRECTOR: TONY ISAAC Mgmt For For
1C. ELECTION OF DIRECTOR: K. VAMAN KAMATH Mgmt For For
1D. ELECTION OF DIRECTOR: PAAL KIBSGAARD Mgmt For For
1E. ELECTION OF DIRECTOR: NIKOLAY KUDRYAVTSEV Mgmt For For
1F. ELECTION OF DIRECTOR: ADRIAN LAJOUS Mgmt For For
1G. ELECTION OF DIRECTOR: MICHAEL E. MARKS Mgmt For For
1H. ELECTION OF DIRECTOR: LUBNA S. OLAYAN Mgmt For For
1I. ELECTION OF DIRECTOR: L. RAFAEL REIF Mgmt For For
1J. ELECTION OF DIRECTOR: TORE I. SANDVOLD Mgmt For For
1K. ELECTION OF DIRECTOR: HENRI SEYDOUX Mgmt For For
2. TO APPROVE, ON AN ADVISORY BASIS, THE COMPANY'S Mgmt For For
EXECUTIVE COMPENSATION.
3. TO APPROVE THE COMPANY'S 2012 FINANCIAL STATEMENTS AND Mgmt For For
DECLARATIONS OF DIVIDENDS.
4. TO APPROVE THE APPOINTMENT OF THE INDEPENDENT Mgmt For For
REGISTERED PUBLIC ACCOUNTING FIRM.
5. TO APPROVE THE ADOPTION OF THE 2013 SCHLUMBERGER Mgmt For For
OMNIBUS INCENTIVE PLAN.
6. TO APPROVE THE ADOPTION OF AN AMENDMENT AND Mgmt For For
RESTATEMENT OF THE SCHLUMBERGER DISCOUNT STOCK
PURCHASE PLAN.
--------------------------------------------------------------------------------------------------------------------------
SOUTHWESTERN ENERGY COMPANY Agenda Number: 933783082
--------------------------------------------------------------------------------------------------------------------------
Security: 845467109 Meeting Type: Annual
Ticker: SWN Meeting Date: 21-May-2013
ISIN: US8454671095
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 ELECTION OF DIRECTOR: JOHN D. GASS Mgmt For For
1.2 ELECTION OF DIRECTOR: CATHERINE A. KEHR Mgmt For For
1.3 ELECTION OF DIRECTOR: GREG D. KERLEY Mgmt For For
1.4 ELECTION OF DIRECTOR: HAROLD M. KORELL Mgmt For For
1.5 ELECTION OF DIRECTOR: VELLO A. KUUSKRAA Mgmt For For
1.6 ELECTION OF DIRECTOR: KENNETH R. MOURTON Mgmt For For
1.7 ELECTION OF DIRECTOR: STEVEN L. MUELLER Mgmt For For
1.8 ELECTION OF DIRECTOR: ELLIOTT PEW Mgmt For For
1.9 ELECTION OF DIRECTOR: ALAN H. STEVENS Mgmt For For
2. PROPOSAL TO RATIFY INDEPENDENT REGISTERED PUBLIC Mgmt For For
ACCOUNTING FIRM FOR 2013.
3. ADVISORY VOTE TO APPROVE OUR EXECUTIVE COMPENSATION. Mgmt For For
4. PROPOSAL TO APPROVE OUR 2013 INCENTIVE PLAN. Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
SPLUNK INC. Agenda Number: 933807440
--------------------------------------------------------------------------------------------------------------------------
Security: 848637104 Meeting Type: Annual
Ticker: SPLK Meeting Date: 13-Jun-2013
ISIN: US8486371045
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
DAVID M. HORNIK Mgmt For For
THOMAS M. NEUSTAETTER Mgmt For For
2. TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR OUR FISCAL YEAR ENDING JANUARY 31, 2014.
3. TO CONDUCT AN ADVISORY VOTE TO APPROVE THE Mgmt For For
COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS FOR THE
FISCAL YEAR ENDED JANUARY 31, 2013, AS DESCRIBED IN
THE PROXY STATEMENT.
4. TO CONDUCT AN ADVISORY VOTE ON THE FREQUENCY OF FUTURE Mgmt 1 Year For
STOCKHOLDER ADVISORY VOTES TO APPROVE THE COMPENSATION
OF OUR NAMED EXECUTIVE OFFICERS.
--------------------------------------------------------------------------------------------------------------------------
ULTA SALON, COSMETICS & FRAGRANCE, INC Agenda Number: 933803163
--------------------------------------------------------------------------------------------------------------------------
Security: 90384S303 Meeting Type: Annual
Ticker: ULTA Meeting Date: 06-Jun-2013
ISIN: US90384S3031
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
CHARLES HEILBRONN Mgmt For For
MICHAEL R. MACDONALD Mgmt For For
2. RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP Mgmt For For
AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR 2013, ENDING
FEBRUARY 1, 2014
3. ADVISORY RESOLUTION TO APPROVE THE COMPANY'S EXECUTIVE Mgmt For For
COMPENSATION
* Management position unknown
TIFT JSAM Institutional Large Cap Value Fund
--------------------------------------------------------------------------------------------------------------------------
The fund held no voting securities during the reporting period and did not vote any securities or have
any securities that were subject to a vote during the reporting period.
TIFT JSAM Institutional Value Fund
--------------------------------------------------------------------------------------------------------------------------
The fund held no voting securities during the reporting period and did not vote any securities or have
any securities that were subject to a vote during the reporting period.
TIFT Mazama Institutional Growth Fund
--------------------------------------------------------------------------------------------------------------------------
The fund held no voting securities during the reporting period and did not vote any securities or have
any securities that were subject to a vote during the reporting period.
TIFT Sands Capital Institutional Growth Fund
--------------------------------------------------------------------------------------------------------------------------
ASML HOLDINGS N.V. Agenda Number: 933673609
--------------------------------------------------------------------------------------------------------------------------
Security: N07059186 Meeting Type: Special
Ticker: ASML Meeting Date: 07-Sep-2012
ISIN: USN070591862
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
3A. PROPOSAL TO RESOLVE TO AUTHORIZE THE BOARD OF Mgmt For For
MANAGEMENT TO ISSUE SHARES OR RIGHTS TO SUBSCRIBE FOR
SHARES IN THE CAPITAL OF THE COMPANY IN CONNECTION
WITH THE CUSTOMER CO-INVESTMENT PROGRAM, SUBJECT TO
SUPERVISORY BOARD APPROVAL, UP TO 25% OF THE ISSUED
SHARE CAPITAL OF THE COMPANY AT THE ANNUAL GENERAL
MEETING OF SHAREHOLDERS (THE "AGM") HELD ON 25 APRIL
2012, FROM 7 SEPTEMBER 2012 THROUGH 31 JULY 2013.
3B. PROPOSAL TO RESOLVE TO AUTHORIZE THE BOARD OF Mgmt For For
MANAGEMENT TO RESTRICT OR EXCLUDE, SUBJECT TO
SUPERVISORY BOARD APPROVAL, THE PRE-EMPTION RIGHTS
ACCRUING TO SHAREHOLDERS IN CONNECTION WITH THE ISSUE
OF SHARES OR RIGHTS TO SUBSCRIBE FOR SHARES AS
DESCRIBED UNDER (A) FROM 7 SEPTEMBER 2012 THROUGH 31
JULY 2013.
4A. PROPOSAL TO RESOLVE TO AMEND THE ARTICLES OF Mgmt For For
ASSOCIATION OF THE COMPANY IN ACCORDANCE WITH THE
DRAFT DEED OF AMENDMENT TO THE ARTICLES OF ASSOCIATION
(PART I) TO CREATE A SPECIFIC SHARE CLASS (ORDINARY
SHARES M) FOR THE PARTICIPANTS TO THE CUSTOMER
CO-INVESTMENT PROGRAM. UPON THE FIRST AMENDMENT OF THE
ARTICLES OF ASSOCIATION OF THE COMPANY THE ORDINARY
SHARES TO BE HELD FOR THE BENEFIT OF THE PARTICIPANTS
TO THE CUSTOMER CO-INVESTMENT PROGRAM WILL BE
CONVERTED INTO ORDINARY SHARES M AND ALL OTHER
ORDINARY SHARES WILL BE CONVERTED INTO ORDINARY SHARES
A.
4B. PROPOSAL TO RESOLVE TO AMEND THE ARTICLES OF Mgmt For For
ASSOCIATION OF THE COMPANY IN ACCORDANCE WITH THE
DRAFT DEED OF AMENDMENT TO THE ARTICLES OF ASSOCIATION
(PART II) TO INCREASE THE PAR VALUE PER ORDINARY SHARE
A BY AN AMOUNT TO BE DETERMINED BY THE BOARD OF
MANAGEMENT OF AT LEAST EUR 5.97 PER SHARE AND AT MOST
EUR 12 PER SHARE AT THE EXPENSE OF THE SHARE PREMIUM
RESERVE.
4C. PROPOSAL TO RESOLVE TO REDUCE THE ISSUED CAPITAL BY AN Mgmt For For
AMOUNT AT LEAST EQUAL TO THE AGGREGATE AMOUNT TO BE
PAID BY THE PARTICIPANTS TO THE CUSTOMER CO-INVESTMENT
PROGRAM FOR THEIR SHARES, BEING AN AMOUNT NO LESS THAN
EUR 2,513,447,071.07 AND NO MORE THAN EUR
5,000,000,000 BY DECREASING THE NOMINAL VALUE OF THE
ORDINARY SHARES A BY AN AMOUNT TO BE DETERMINED BY THE
BOARD OF MANAGEMENT OF AT LEAST EUR 5.99 PER SHARE AND
AT MOST EUR 12 PER SHARE, ALL AS MORE FULLY DESCRIBED
IN THE PROXY STATEMENT.
4D. PROPOSAL TO RESOLVE TO AMEND THE ARTICLES OF Mgmt For For
ASSOCIATION OF THE COMPANY IN ACCORDANCE WITH THE
DRAFT DEED OF AMENDMENT TO THE ARTICLES OF ASSOCIATION
(PART IV) TO CONSOLIDATE THE ORDINARY SHARES A AT AN
EXCHANGE RATIO TO BE DETERMINED BY THE BOARD OF
MANAGEMENT. THE EXCHANGE RATIO WILL DEPEND ON THE
PERCENTAGE OF NEW SHARES TO BE ISSUED TO THE
PARTICIPANTS TO THE CUSTOMER CO-INVESTMENT PROGRAM,
ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.
4E. PROPOSAL TO RESOLVE TO AMEND THE ARTICLES OF Mgmt For For
ASSOCIATION IN ACCORDANCE WITH THE DRAFT DEED OF
AMENDMENT TO THE ARTICLES OF ASSOCIATION (PART V) TO
DELETE THE SHARE CLASS M FOR PARTICIPANTS TO THE
CUSTOMER CO-INVESTMENT PROGRAM AND SHARE CLASS A FOR
THE OTHER SHAREHOLDERS. THE ORDINARY SHARES M AND
ORDINARY SHARES A SHALL BE CONVERTED INTO ORDINARY
SHARES WITHOUT A SPECIFIC LETTER MARK ATTACHED TO IT.
5. AUTHORIZATION TO EXECUTE THE DEEDS OF AMENDMENT Mgmt For For
PROPOSAL TO RESOLVE TO AUTHORIZE EACH DIRECTOR OF THE
COMPANY AS WELL AS ANY AND ALL LAWYERS AND PARALEGALS
PRACTICING WITH DE BRAUW BLACKSTONE WESTBROEK N.V. TO
EXECUTE THE NOTARIAL DEEDS OF AMENDMENT TO THE
ARTICLES OF ASSOCIATION.
6A. PROPOSAL TO RESOLVE TO AUTHORIZE THE BOARD OF Mgmt For For
MANAGEMENT TO ISSUE SHARES OR RIGHTS TO SUBSCRIBE FOR
SHARES IN THE CAPITAL OF THE COMPANY, SUBJECT TO
SUPERVISORY BOARD APPROVAL, LIMITED TO 5% OF THE
ISSUED SHARE CAPITAL AT 25 APRIL 2012 FROM 7 SEPTEMBER
2012 THROUGH 25 OCTOBER 2013. PROVIDED THAT THE
GENERAL MEETING OF SHAREHOLDERS GRANTS THIS NEW
AUTHORIZATION, THE CORRESPONDING AUTHORIZATION GRANTED
AT THE AGM HELD ON 25 APRIL 2012 WILL CEASE TO APPLY
TO THE EXTENT NOT ALREADY USED.
6B. PROPOSAL TO RESOLVE TO AUTHORIZE THE BOARD OF Mgmt For For
MANAGEMENT TO RESTRICT OR EXCLUDE THE PRE-EMPTION
RIGHTS ACCRUING TO SHAREHOLDERS IN CONNECTION WITH THE
ISSUE OF SHARES OR RIGHTS TO SUBSCRIBE FOR SHARES AS
DESCRIBED UNDER (A), SUBJECT TO APPROVAL OF THE
SUPERVISORY BOARD, FOR A PERIOD FROM 7 SEPTEMBER 2012
THROUGH 25 OCTOBER 2013. PROVIDED THAT THE GENERAL
MEETING OF SHAREHOLDERS GRANTS THIS NEW AUTHORIZATION,
THE CORRESPONDING AUTHORIZATION GRANTED AT THE AGM
HELD ON 25 APRIL 2012 WILL CEASE TO APPLY TO THE
EXTENT NOT ALREADY USED.
6C. PROPOSAL TO RESOLVE TO AUTHORIZE THE BOARD OF Mgmt For For
MANAGEMENT TO ISSUE SHARES OR RIGHTS TO SUBSCRIBE FOR
SHARES IN THE CAPITAL OF THE COMPANY, SUBJECT TO
SUPERVISORY BOARD APPROVAL, LIMITED TO 5% OF THE
ISSUED SHARE CAPITAL AT 25 APRIL 2012, WHICH 5% CAN
ONLY BE USED IN CONNECTION WITH OR ON THE OCCASION OF
MERGERS, ACQUISITIONS AND/OR (STRATEGIC) ALLIANCES,
FOR A PERIOD FROM 7 SEPTEMBER 2012 THROUGH 25 OCTOBER
2013, ALL AS MORE FULLY DESCRIBED IN THE PROXY
STATEMENT.
6D. PROPOSAL TO RESOLVE TO AUTHORIZE THE BOARD OF Mgmt For For
MANAGEMENT TO RESTRICT OR EXCLUDE THE PRE-EMPTION
RIGHTS ACCRUING TO SHAREHOLDERS IN CONNECTION WITH THE
ISSUE OF SHARES OR RIGHTS TO SUBSCRIBE FOR SHARES AS
DESCRIBED UNDER (C), SUBJECT TO APPROVAL OF THE
SUPERVISORY BOARD, FOR A PERIOD FROM 7 SEPTEMBER 2012
THROUGH 25 OCTOBER 2013. PROVIDED THAT THE GENERAL
MEETING OF SHAREHOLDERS GRANTS THIS NEW AUTHORIZATION,
THE CORRESPONDING AUTHORIZATION GRANTED AT THE AGM
HELD ON 25 APRIL 2012 WILL CEASE TO APPLY TO THE
EXTENT NOT ALREADY USED.
--------------------------------------------------------------------------------------------------------------------------
ASML HOLDINGS N.V. Agenda Number: 933678382
--------------------------------------------------------------------------------------------------------------------------
Security: N07059186 Meeting Type: Special
Ticker: ASML Meeting Date: 07-Sep-2012
ISIN: USN070591862
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
3A. PROPOSAL TO RESOLVE TO AUTHORIZE THE BOARD OF Mgmt For For
MANAGEMENT TO ISSUE SHARES OR RIGHTS TO SUBSCRIBE FOR
SHARES IN THE CAPITAL OF THE COMPANY IN CONNECTION
WITH THE CUSTOMER CO-INVESTMENT PROGRAM, SUBJECT TO
SUPERVISORY BOARD APPROVAL, UP TO 25% OF THE ISSUED
SHARE CAPITAL OF THE COMPANY AT THE ANNUAL GENERAL
MEETING OF SHAREHOLDERS (THE "AGM") HELD ON 25 APRIL
2012, FROM 7 SEPTEMBER 2012 THROUGH 31 JULY 2013.
3B. PROPOSAL TO RESOLVE TO AUTHORIZE THE BOARD OF Mgmt For For
MANAGEMENT TO RESTRICT OR EXCLUDE, SUBJECT TO
SUPERVISORY BOARD APPROVAL, THE PRE-EMPTION RIGHTS
ACCRUING TO SHAREHOLDERS IN CONNECTION WITH THE ISSUE
OF SHARES OR RIGHTS TO SUBSCRIBE FOR SHARES AS
DESCRIBED UNDER (A) FROM 7 SEPTEMBER 2012 THROUGH 31
JULY 2013.
4A. PROPOSAL TO RESOLVE TO AMEND THE ARTICLES OF Mgmt For For
ASSOCIATION OF THE COMPANY IN ACCORDANCE WITH THE
DRAFT DEED OF AMENDMENT TO THE ARTICLES OF ASSOCIATION
(PART I) TO CREATE A SPECIFIC SHARE CLASS (ORDINARY
SHARES M) FOR THE PARTICIPANTS TO THE CUSTOMER
CO-INVESTMENT PROGRAM. UPON THE FIRST AMENDMENT OF THE
ARTICLES OF ASSOCIATION OF THE COMPANY THE ORDINARY
SHARES TO BE HELD FOR THE BENEFIT OF THE PARTICIPANTS
TO THE CUSTOMER CO-INVESTMENT PROGRAM WILL BE
CONVERTED INTO ORDINARY SHARES M AND ALL OTHER
ORDINARY SHARES WILL BE CONVERTED INTO ORDINARY SHARES
A.
4B. PROPOSAL TO RESOLVE TO AMEND THE ARTICLES OF Mgmt For For
ASSOCIATION OF THE COMPANY IN ACCORDANCE WITH THE
DRAFT DEED OF AMENDMENT TO THE ARTICLES OF ASSOCIATION
(PART II) TO INCREASE THE PAR VALUE PER ORDINARY SHARE
A BY AN AMOUNT TO BE DETERMINED BY THE BOARD OF
MANAGEMENT OF AT LEAST EUR 5.97 PER SHARE AND AT MOST
EUR 12 PER SHARE AT THE EXPENSE OF THE SHARE PREMIUM
RESERVE.
4C. PROPOSAL TO RESOLVE TO REDUCE THE ISSUED CAPITAL BY AN Mgmt For For
AMOUNT AT LEAST EQUAL TO THE AGGREGATE AMOUNT TO BE
PAID BY THE PARTICIPANTS TO THE CUSTOMER CO-INVESTMENT
PROGRAM FOR THEIR SHARES, BEING AN AMOUNT NO LESS THAN
EUR 2,513,447,071.07 AND NO MORE THAN EUR
5,000,000,000 BY DECREASING THE NOMINAL VALUE OF THE
ORDINARY SHARES A BY AN AMOUNT TO BE DETERMINED BY THE
BOARD OF MANAGEMENT OF AT LEAST EUR 5.99 PER SHARE AND
AT MOST EUR 12 PER SHARE, ALL AS MORE FULLY DESCRIBED
IN THE PROXY STATEMENT.
4D. PROPOSAL TO RESOLVE TO AMEND THE ARTICLES OF Mgmt For For
ASSOCIATION OF THE COMPANY IN ACCORDANCE WITH THE
DRAFT DEED OF AMENDMENT TO THE ARTICLES OF ASSOCIATION
(PART IV) TO CONSOLIDATE THE ORDINARY SHARES A AT AN
EXCHANGE RATIO TO BE DETERMINED BY THE BOARD OF
MANAGEMENT. THE EXCHANGE RATIO WILL DEPEND ON THE
PERCENTAGE OF NEW SHARES TO BE ISSUED TO THE
PARTICIPANTS TO THE CUSTOMER CO-INVESTMENT PROGRAM,
ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.
4E. PROPOSAL TO RESOLVE TO AMEND THE ARTICLES OF Mgmt For For
ASSOCIATION IN ACCORDANCE WITH THE DRAFT DEED OF
AMENDMENT TO THE ARTICLES OF ASSOCIATION (PART V) TO
DELETE THE SHARE CLASS M FOR PARTICIPANTS TO THE
CUSTOMER CO-INVESTMENT PROGRAM AND SHARE CLASS A FOR
THE OTHER SHAREHOLDERS. THE ORDINARY SHARES M AND
ORDINARY SHARES A SHALL BE CONVERTED INTO ORDINARY
SHARES WITHOUT A SPECIFIC LETTER MARK ATTACHED TO IT.
5. AUTHORIZATION TO EXECUTE THE DEEDS OF AMENDMENT Mgmt For For
PROPOSAL TO RESOLVE TO AUTHORIZE EACH DIRECTOR OF THE
COMPANY AS WELL AS ANY AND ALL LAWYERS AND PARALEGALS
PRACTICING WITH DE BRAUW BLACKSTONE WESTBROEK N.V. TO
EXECUTE THE NOTARIAL DEEDS OF AMENDMENT TO THE
ARTICLES OF ASSOCIATION.
6A. PROPOSAL TO RESOLVE TO AUTHORIZE THE BOARD OF Mgmt For For
MANAGEMENT TO ISSUE SHARES OR RIGHTS TO SUBSCRIBE FOR
SHARES IN THE CAPITAL OF THE COMPANY, SUBJECT TO
SUPERVISORY BOARD APPROVAL, LIMITED TO 5% OF THE
ISSUED SHARE CAPITAL AT 25 APRIL 2012 FROM 7 SEPTEMBER
2012 THROUGH 25 OCTOBER 2013. PROVIDED THAT THE
GENERAL MEETING OF SHAREHOLDERS GRANTS THIS NEW
AUTHORIZATION, THE CORRESPONDING AUTHORIZATION GRANTED
AT THE AGM HELD ON 25 APRIL 2012 WILL CEASE TO APPLY
TO THE EXTENT NOT ALREADY USED.
6B. PROPOSAL TO RESOLVE TO AUTHORIZE THE BOARD OF Mgmt For For
MANAGEMENT TO RESTRICT OR EXCLUDE THE PRE-EMPTION
RIGHTS ACCRUING TO SHAREHOLDERS IN CONNECTION WITH THE
ISSUE OF SHARES OR RIGHTS TO SUBSCRIBE FOR SHARES AS
DESCRIBED UNDER (A), SUBJECT TO APPROVAL OF THE
SUPERVISORY BOARD, FOR A PERIOD FROM 7 SEPTEMBER 2012
THROUGH 25 OCTOBER 2013. PROVIDED THAT THE GENERAL
MEETING OF SHAREHOLDERS GRANTS THIS NEW AUTHORIZATION,
THE CORRESPONDING AUTHORIZATION GRANTED AT THE AGM
HELD ON 25 APRIL 2012 WILL CEASE TO APPLY TO THE
EXTENT NOT ALREADY USED.
6C. PROPOSAL TO RESOLVE TO AUTHORIZE THE BOARD OF Mgmt For For
MANAGEMENT TO ISSUE SHARES OR RIGHTS TO SUBSCRIBE FOR
SHARES IN THE CAPITAL OF THE COMPANY, SUBJECT TO
SUPERVISORY BOARD APPROVAL, LIMITED TO 5% OF THE
ISSUED SHARE CAPITAL AT 25 APRIL 2012, WHICH 5% CAN
ONLY BE USED IN CONNECTION WITH OR ON THE OCCASION OF
MERGERS, ACQUISITIONS AND/OR (STRATEGIC) ALLIANCES,
FOR A PERIOD FROM 7 SEPTEMBER 2012 THROUGH 25 OCTOBER
2013, ALL AS MORE FULLY DESCRIBED IN THE PROXY
STATEMENT.
6D. PROPOSAL TO RESOLVE TO AUTHORIZE THE BOARD OF Mgmt For For
MANAGEMENT TO RESTRICT OR EXCLUDE THE PRE-EMPTION
RIGHTS ACCRUING TO SHAREHOLDERS IN CONNECTION WITH THE
ISSUE OF SHARES OR RIGHTS TO SUBSCRIBE FOR SHARES AS
DESCRIBED UNDER (C), SUBJECT TO APPROVAL OF THE
SUPERVISORY BOARD, FOR A PERIOD FROM 7 SEPTEMBER 2012
THROUGH 25 OCTOBER 2013. PROVIDED THAT THE GENERAL
MEETING OF SHAREHOLDERS GRANTS THIS NEW AUTHORIZATION,
THE CORRESPONDING AUTHORIZATION GRANTED AT THE AGM
HELD ON 25 APRIL 2012 WILL CEASE TO APPLY TO THE
EXTENT NOT ALREADY USED.
--------------------------------------------------------------------------------------------------------------------------
NIKE, INC. Agenda Number: 933673471
--------------------------------------------------------------------------------------------------------------------------
Security: 654106103 Meeting Type: Annual
Ticker: NKE Meeting Date: 20-Sep-2012
ISIN: US6541061031
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
ALAN B. GRAF, JR. Mgmt For For
JOHN C. LECHLEITER Mgmt For For
PHYLLIS M. WISE Mgmt For For
2. TO HOLD AN ADVISORY VOTE TO APPROVE EXECUTIVE Mgmt For For
COMPENSATION.
3. TO AMEND THE ARTICLES OF INCORPORATION TO INCREASE THE Mgmt For For
NUMBER OF AUTHORIZED SHARES OF COMMON STOCK.
4. TO RE-APPROVE AND AMEND THE NIKE, INC. LONG-TERM Mgmt For For
INCENTIVE PLAN.
5. TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
6. TO CONSIDER A SHAREHOLDER PROPOSAL REGARDING POLITICAL Shr Against For
CONTRIBUTIONS DISCLOSURE.
* Management position unknown
TIFT JSAM Institutional Large Cap Value Fund
--------------------------------------------------------------------------------------------------------------------------
The fund held no voting securities during the reporting period and did not vote any securities or have
any securities that were subject to a vote during the reporting period.
TIFT JSAM Institutional Value Fund
--------------------------------------------------------------------------------------------------------------------------
The fund held no voting securities during the reporting period and did not vote any securities or have
any securities that were subject to a vote during the reporting period.
TIFT Mazama Institutional Growth Fund
--------------------------------------------------------------------------------------------------------------------------
The fund held no voting securities during the reporting period and did not vote any securities or have
any securities that were subject to a vote during the reporting period.
TIFT Sands Capital Institutional Growth Fund
--------------------------------------------------------------------------------------------------------------------------
COACH, INC. Agenda Number: 933690287
--------------------------------------------------------------------------------------------------------------------------
Security: 189754104 Meeting Type: Annual
Ticker: COH Meeting Date: 07-Nov-2012
ISIN: US1897541041
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
LEW FRANKFORT Mgmt For For
SUSAN KROPF Mgmt For For
GARY LOVEMAN Mgmt For For
IVAN MENEZES Mgmt For For
IRENE MILLER Mgmt For For
MICHAEL MURPHY Mgmt For For
STEPHANIE TILENIUS Mgmt For For
JIDE ZEITLIN Mgmt For For
2. TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS Mgmt For For
THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR FISCAL YEAR 2013
3. TO APPROVE, ON A NON-BINDING ADVISORY BASIS, THE Mgmt For For
COMPANY'S EXECUTIVE COMPENSATION
* Management position unknown
TIFT JSAM Institutional Large Cap Value Fund
--------------------------------------------------------------------------------------------------------------------------
The fund held no voting securities during the reporting period and did not vote any securities or have
any securities that were subject to a vote during the reporting period.
TIFT JSAM Institutional Value Fund
--------------------------------------------------------------------------------------------------------------------------
The fund held no voting securities during the reporting period and did not vote any securities or have
any securities that were subject to a vote during the reporting period.
TIFT Mazama Institutional Growth Fund
--------------------------------------------------------------------------------------------------------------------------
The fund held no voting securities during the reporting period and did not vote any securities or have
any securities that were subject to a vote during the reporting period.
TIFT Sands Capital Institutional Growth Fund
--------------------------------------------------------------------------------------------------------------------------
ASML HOLDINGS N.V. Agenda Number: 933673609
--------------------------------------------------------------------------------------------------------------------------
Security: N07059186 Meeting Type: Special
Ticker: ASML Meeting Date: 07-Sep-2012
ISIN: USN070591862
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
3A. PROPOSAL TO RESOLVE TO AUTHORIZE THE BOARD OF Mgmt For For
MANAGEMENT TO ISSUE SHARES OR RIGHTS TO SUBSCRIBE FOR
SHARES IN THE CAPITAL OF THE COMPANY IN CONNECTION
WITH THE CUSTOMER CO-INVESTMENT PROGRAM, SUBJECT TO
SUPERVISORY BOARD APPROVAL, UP TO 25% OF THE ISSUED
SHARE CAPITAL OF THE COMPANY AT THE ANNUAL GENERAL
MEETING OF SHAREHOLDERS (THE "AGM") HELD ON 25 APRIL
2012, FROM 7 SEPTEMBER 2012 THROUGH 31 JULY 2013.
3B. PROPOSAL TO RESOLVE TO AUTHORIZE THE BOARD OF Mgmt For For
MANAGEMENT TO RESTRICT OR EXCLUDE, SUBJECT TO
SUPERVISORY BOARD APPROVAL, THE PRE-EMPTION RIGHTS
ACCRUING TO SHAREHOLDERS IN CONNECTION WITH THE ISSUE
OF SHARES OR RIGHTS TO SUBSCRIBE FOR SHARES AS
DESCRIBED UNDER (A) FROM 7 SEPTEMBER 2012 THROUGH 31
JULY 2013.
4A. PROPOSAL TO RESOLVE TO AMEND THE ARTICLES OF Mgmt For For
ASSOCIATION OF THE COMPANY IN ACCORDANCE WITH THE
DRAFT DEED OF AMENDMENT TO THE ARTICLES OF ASSOCIATION
(PART I) TO CREATE A SPECIFIC SHARE CLASS (ORDINARY
SHARES M) FOR THE PARTICIPANTS TO THE CUSTOMER
CO-INVESTMENT PROGRAM. UPON THE FIRST AMENDMENT OF THE
ARTICLES OF ASSOCIATION OF THE COMPANY THE ORDINARY
SHARES TO BE HELD FOR THE BENEFIT OF THE PARTICIPANTS
TO THE CUSTOMER CO-INVESTMENT PROGRAM WILL BE
CONVERTED INTO ORDINARY SHARES M AND ALL OTHER
ORDINARY SHARES WILL BE CONVERTED INTO ORDINARY SHARES
A.
4B. PROPOSAL TO RESOLVE TO AMEND THE ARTICLES OF Mgmt For For
ASSOCIATION OF THE COMPANY IN ACCORDANCE WITH THE
DRAFT DEED OF AMENDMENT TO THE ARTICLES OF ASSOCIATION
(PART II) TO INCREASE THE PAR VALUE PER ORDINARY SHARE
A BY AN AMOUNT TO BE DETERMINED BY THE BOARD OF
MANAGEMENT OF AT LEAST EUR 5.97 PER SHARE AND AT MOST
EUR 12 PER SHARE AT THE EXPENSE OF THE SHARE PREMIUM
RESERVE.
4C. PROPOSAL TO RESOLVE TO REDUCE THE ISSUED CAPITAL BY AN Mgmt For For
AMOUNT AT LEAST EQUAL TO THE AGGREGATE AMOUNT TO BE
PAID BY THE PARTICIPANTS TO THE CUSTOMER CO-INVESTMENT
PROGRAM FOR THEIR SHARES, BEING AN AMOUNT NO LESS THAN
EUR 2,513,447,071.07 AND NO MORE THAN EUR
5,000,000,000 BY DECREASING THE NOMINAL VALUE OF THE
ORDINARY SHARES A BY AN AMOUNT TO BE DETERMINED BY THE
BOARD OF MANAGEMENT OF AT LEAST EUR 5.99 PER SHARE AND
AT MOST EUR 12 PER SHARE, ALL AS MORE FULLY DESCRIBED
IN THE PROXY STATEMENT.
4D. PROPOSAL TO RESOLVE TO AMEND THE ARTICLES OF Mgmt For For
ASSOCIATION OF THE COMPANY IN ACCORDANCE WITH THE
DRAFT DEED OF AMENDMENT TO THE ARTICLES OF ASSOCIATION
(PART IV) TO CONSOLIDATE THE ORDINARY SHARES A AT AN
EXCHANGE RATIO TO BE DETERMINED BY THE BOARD OF
MANAGEMENT. THE EXCHANGE RATIO WILL DEPEND ON THE
PERCENTAGE OF NEW SHARES TO BE ISSUED TO THE
PARTICIPANTS TO THE CUSTOMER CO-INVESTMENT PROGRAM,
ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.
4E. PROPOSAL TO RESOLVE TO AMEND THE ARTICLES OF Mgmt For For
ASSOCIATION IN ACCORDANCE WITH THE DRAFT DEED OF
AMENDMENT TO THE ARTICLES OF ASSOCIATION (PART V) TO
DELETE THE SHARE CLASS M FOR PARTICIPANTS TO THE
CUSTOMER CO-INVESTMENT PROGRAM AND SHARE CLASS A FOR
THE OTHER SHAREHOLDERS. THE ORDINARY SHARES M AND
ORDINARY SHARES A SHALL BE CONVERTED INTO ORDINARY
SHARES WITHOUT A SPECIFIC LETTER MARK ATTACHED TO IT.
5. AUTHORIZATION TO EXECUTE THE DEEDS OF AMENDMENT Mgmt For For
PROPOSAL TO RESOLVE TO AUTHORIZE EACH DIRECTOR OF THE
COMPANY AS WELL AS ANY AND ALL LAWYERS AND PARALEGALS
PRACTICING WITH DE BRAUW BLACKSTONE WESTBROEK N.V. TO
EXECUTE THE NOTARIAL DEEDS OF AMENDMENT TO THE
ARTICLES OF ASSOCIATION.
6A. PROPOSAL TO RESOLVE TO AUTHORIZE THE BOARD OF Mgmt For For
MANAGEMENT TO ISSUE SHARES OR RIGHTS TO SUBSCRIBE FOR
SHARES IN THE CAPITAL OF THE COMPANY, SUBJECT TO
SUPERVISORY BOARD APPROVAL, LIMITED TO 5% OF THE
ISSUED SHARE CAPITAL AT 25 APRIL 2012 FROM 7 SEPTEMBER
2012 THROUGH 25 OCTOBER 2013. PROVIDED THAT THE
GENERAL MEETING OF SHAREHOLDERS GRANTS THIS NEW
AUTHORIZATION, THE CORRESPONDING AUTHORIZATION GRANTED
AT THE AGM HELD ON 25 APRIL 2012 WILL CEASE TO APPLY
TO THE EXTENT NOT ALREADY USED.
6B. PROPOSAL TO RESOLVE TO AUTHORIZE THE BOARD OF Mgmt For For
MANAGEMENT TO RESTRICT OR EXCLUDE THE PRE-EMPTION
RIGHTS ACCRUING TO SHAREHOLDERS IN CONNECTION WITH THE
ISSUE OF SHARES OR RIGHTS TO SUBSCRIBE FOR SHARES AS
DESCRIBED UNDER (A), SUBJECT TO APPROVAL OF THE
SUPERVISORY BOARD, FOR A PERIOD FROM 7 SEPTEMBER 2012
THROUGH 25 OCTOBER 2013. PROVIDED THAT THE GENERAL
MEETING OF SHAREHOLDERS GRANTS THIS NEW AUTHORIZATION,
THE CORRESPONDING AUTHORIZATION GRANTED AT THE AGM
HELD ON 25 APRIL 2012 WILL CEASE TO APPLY TO THE
EXTENT NOT ALREADY USED.
6C. PROPOSAL TO RESOLVE TO AUTHORIZE THE BOARD OF Mgmt For For
MANAGEMENT TO ISSUE SHARES OR RIGHTS TO SUBSCRIBE FOR
SHARES IN THE CAPITAL OF THE COMPANY, SUBJECT TO
SUPERVISORY BOARD APPROVAL, LIMITED TO 5% OF THE
ISSUED SHARE CAPITAL AT 25 APRIL 2012, WHICH 5% CAN
ONLY BE USED IN CONNECTION WITH OR ON THE OCCASION OF
MERGERS, ACQUISITIONS AND/OR (STRATEGIC) ALLIANCES,
FOR A PERIOD FROM 7 SEPTEMBER 2012 THROUGH 25 OCTOBER
2013, ALL AS MORE FULLY DESCRIBED IN THE PROXY
STATEMENT.
6D. PROPOSAL TO RESOLVE TO AUTHORIZE THE BOARD OF Mgmt For For
MANAGEMENT TO RESTRICT OR EXCLUDE THE PRE-EMPTION
RIGHTS ACCRUING TO SHAREHOLDERS IN CONNECTION WITH THE
ISSUE OF SHARES OR RIGHTS TO SUBSCRIBE FOR SHARES AS
DESCRIBED UNDER (C), SUBJECT TO APPROVAL OF THE
SUPERVISORY BOARD, FOR A PERIOD FROM 7 SEPTEMBER 2012
THROUGH 25 OCTOBER 2013. PROVIDED THAT THE GENERAL
MEETING OF SHAREHOLDERS GRANTS THIS NEW AUTHORIZATION,
THE CORRESPONDING AUTHORIZATION GRANTED AT THE AGM
HELD ON 25 APRIL 2012 WILL CEASE TO APPLY TO THE
EXTENT NOT ALREADY USED.
--------------------------------------------------------------------------------------------------------------------------
ASML HOLDINGS N.V. Agenda Number: 933678382
--------------------------------------------------------------------------------------------------------------------------
Security: N07059186 Meeting Type: Special
Ticker: ASML Meeting Date: 07-Sep-2012
ISIN: USN070591862
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
3A. PROPOSAL TO RESOLVE TO AUTHORIZE THE BOARD OF Mgmt For For
MANAGEMENT TO ISSUE SHARES OR RIGHTS TO SUBSCRIBE FOR
SHARES IN THE CAPITAL OF THE COMPANY IN CONNECTION
WITH THE CUSTOMER CO-INVESTMENT PROGRAM, SUBJECT TO
SUPERVISORY BOARD APPROVAL, UP TO 25% OF THE ISSUED
SHARE CAPITAL OF THE COMPANY AT THE ANNUAL GENERAL
MEETING OF SHAREHOLDERS (THE "AGM") HELD ON 25 APRIL
2012, FROM 7 SEPTEMBER 2012 THROUGH 31 JULY 2013.
3B. PROPOSAL TO RESOLVE TO AUTHORIZE THE BOARD OF Mgmt For For
MANAGEMENT TO RESTRICT OR EXCLUDE, SUBJECT TO
SUPERVISORY BOARD APPROVAL, THE PRE-EMPTION RIGHTS
ACCRUING TO SHAREHOLDERS IN CONNECTION WITH THE ISSUE
OF SHARES OR RIGHTS TO SUBSCRIBE FOR SHARES AS
DESCRIBED UNDER (A) FROM 7 SEPTEMBER 2012 THROUGH 31
JULY 2013.
4A. PROPOSAL TO RESOLVE TO AMEND THE ARTICLES OF Mgmt For For
ASSOCIATION OF THE COMPANY IN ACCORDANCE WITH THE
DRAFT DEED OF AMENDMENT TO THE ARTICLES OF ASSOCIATION
(PART I) TO CREATE A SPECIFIC SHARE CLASS (ORDINARY
SHARES M) FOR THE PARTICIPANTS TO THE CUSTOMER
CO-INVESTMENT PROGRAM. UPON THE FIRST AMENDMENT OF THE
ARTICLES OF ASSOCIATION OF THE COMPANY THE ORDINARY
SHARES TO BE HELD FOR THE BENEFIT OF THE PARTICIPANTS
TO THE CUSTOMER CO-INVESTMENT PROGRAM WILL BE
CONVERTED INTO ORDINARY SHARES M AND ALL OTHER
ORDINARY SHARES WILL BE CONVERTED INTO ORDINARY SHARES
A.
4B. PROPOSAL TO RESOLVE TO AMEND THE ARTICLES OF Mgmt For For
ASSOCIATION OF THE COMPANY IN ACCORDANCE WITH THE
DRAFT DEED OF AMENDMENT TO THE ARTICLES OF ASSOCIATION
(PART II) TO INCREASE THE PAR VALUE PER ORDINARY SHARE
A BY AN AMOUNT TO BE DETERMINED BY THE BOARD OF
MANAGEMENT OF AT LEAST EUR 5.97 PER SHARE AND AT MOST
EUR 12 PER SHARE AT THE EXPENSE OF THE SHARE PREMIUM
RESERVE.
4C. PROPOSAL TO RESOLVE TO REDUCE THE ISSUED CAPITAL BY AN Mgmt For For
AMOUNT AT LEAST EQUAL TO THE AGGREGATE AMOUNT TO BE
PAID BY THE PARTICIPANTS TO THE CUSTOMER CO-INVESTMENT
PROGRAM FOR THEIR SHARES, BEING AN AMOUNT NO LESS THAN
EUR 2,513,447,071.07 AND NO MORE THAN EUR
5,000,000,000 BY DECREASING THE NOMINAL VALUE OF THE
ORDINARY SHARES A BY AN AMOUNT TO BE DETERMINED BY THE
BOARD OF MANAGEMENT OF AT LEAST EUR 5.99 PER SHARE AND
AT MOST EUR 12 PER SHARE, ALL AS MORE FULLY DESCRIBED
IN THE PROXY STATEMENT.
4D. PROPOSAL TO RESOLVE TO AMEND THE ARTICLES OF Mgmt For For
ASSOCIATION OF THE COMPANY IN ACCORDANCE WITH THE
DRAFT DEED OF AMENDMENT TO THE ARTICLES OF ASSOCIATION
(PART IV) TO CONSOLIDATE THE ORDINARY SHARES A AT AN
EXCHANGE RATIO TO BE DETERMINED BY THE BOARD OF
MANAGEMENT. THE EXCHANGE RATIO WILL DEPEND ON THE
PERCENTAGE OF NEW SHARES TO BE ISSUED TO THE
PARTICIPANTS TO THE CUSTOMER CO-INVESTMENT PROGRAM,
ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.
4E. PROPOSAL TO RESOLVE TO AMEND THE ARTICLES OF Mgmt For For
ASSOCIATION IN ACCORDANCE WITH THE DRAFT DEED OF
AMENDMENT TO THE ARTICLES OF ASSOCIATION (PART V) TO
DELETE THE SHARE CLASS M FOR PARTICIPANTS TO THE
CUSTOMER CO-INVESTMENT PROGRAM AND SHARE CLASS A FOR
THE OTHER SHAREHOLDERS. THE ORDINARY SHARES M AND
ORDINARY SHARES A SHALL BE CONVERTED INTO ORDINARY
SHARES WITHOUT A SPECIFIC LETTER MARK ATTACHED TO IT.
5. AUTHORIZATION TO EXECUTE THE DEEDS OF AMENDMENT Mgmt For For
PROPOSAL TO RESOLVE TO AUTHORIZE EACH DIRECTOR OF THE
COMPANY AS WELL AS ANY AND ALL LAWYERS AND PARALEGALS
PRACTICING WITH DE BRAUW BLACKSTONE WESTBROEK N.V. TO
EXECUTE THE NOTARIAL DEEDS OF AMENDMENT TO THE
ARTICLES OF ASSOCIATION.
6A. PROPOSAL TO RESOLVE TO AUTHORIZE THE BOARD OF Mgmt For For
MANAGEMENT TO ISSUE SHARES OR RIGHTS TO SUBSCRIBE FOR
SHARES IN THE CAPITAL OF THE COMPANY, SUBJECT TO
SUPERVISORY BOARD APPROVAL, LIMITED TO 5% OF THE
ISSUED SHARE CAPITAL AT 25 APRIL 2012 FROM 7 SEPTEMBER
2012 THROUGH 25 OCTOBER 2013. PROVIDED THAT THE
GENERAL MEETING OF SHAREHOLDERS GRANTS THIS NEW
AUTHORIZATION, THE CORRESPONDING AUTHORIZATION GRANTED
AT THE AGM HELD ON 25 APRIL 2012 WILL CEASE TO APPLY
TO THE EXTENT NOT ALREADY USED.
6B. PROPOSAL TO RESOLVE TO AUTHORIZE THE BOARD OF Mgmt For For
MANAGEMENT TO RESTRICT OR EXCLUDE THE PRE-EMPTION
RIGHTS ACCRUING TO SHAREHOLDERS IN CONNECTION WITH THE
ISSUE OF SHARES OR RIGHTS TO SUBSCRIBE FOR SHARES AS
DESCRIBED UNDER (A), SUBJECT TO APPROVAL OF THE
SUPERVISORY BOARD, FOR A PERIOD FROM 7 SEPTEMBER 2012
THROUGH 25 OCTOBER 2013. PROVIDED THAT THE GENERAL
MEETING OF SHAREHOLDERS GRANTS THIS NEW AUTHORIZATION,
THE CORRESPONDING AUTHORIZATION GRANTED AT THE AGM
HELD ON 25 APRIL 2012 WILL CEASE TO APPLY TO THE
EXTENT NOT ALREADY USED.
6C. PROPOSAL TO RESOLVE TO AUTHORIZE THE BOARD OF Mgmt For For
MANAGEMENT TO ISSUE SHARES OR RIGHTS TO SUBSCRIBE FOR
SHARES IN THE CAPITAL OF THE COMPANY, SUBJECT TO
SUPERVISORY BOARD APPROVAL, LIMITED TO 5% OF THE
ISSUED SHARE CAPITAL AT 25 APRIL 2012, WHICH 5% CAN
ONLY BE USED IN CONNECTION WITH OR ON THE OCCASION OF
MERGERS, ACQUISITIONS AND/OR (STRATEGIC) ALLIANCES,
FOR A PERIOD FROM 7 SEPTEMBER 2012 THROUGH 25 OCTOBER
2013, ALL AS MORE FULLY DESCRIBED IN THE PROXY
STATEMENT.
6D. PROPOSAL TO RESOLVE TO AUTHORIZE THE BOARD OF Mgmt For For
MANAGEMENT TO RESTRICT OR EXCLUDE THE PRE-EMPTION
RIGHTS ACCRUING TO SHAREHOLDERS IN CONNECTION WITH THE
ISSUE OF SHARES OR RIGHTS TO SUBSCRIBE FOR SHARES AS
DESCRIBED UNDER (C), SUBJECT TO APPROVAL OF THE
SUPERVISORY BOARD, FOR A PERIOD FROM 7 SEPTEMBER 2012
THROUGH 25 OCTOBER 2013. PROVIDED THAT THE GENERAL
MEETING OF SHAREHOLDERS GRANTS THIS NEW AUTHORIZATION,
THE CORRESPONDING AUTHORIZATION GRANTED AT THE AGM
HELD ON 25 APRIL 2012 WILL CEASE TO APPLY TO THE
EXTENT NOT ALREADY USED.
--------------------------------------------------------------------------------------------------------------------------
NIKE, INC. Agenda Number: 933673471
--------------------------------------------------------------------------------------------------------------------------
Security: 654106103 Meeting Type: Annual
Ticker: NKE Meeting Date: 20-Sep-2012
ISIN: US6541061031
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
ALAN B. GRAF, JR. Mgmt For For
JOHN C. LECHLEITER Mgmt For For
PHYLLIS M. WISE Mgmt For For
2. TO HOLD AN ADVISORY VOTE TO APPROVE EXECUTIVE Mgmt For For
COMPENSATION.
3. TO AMEND THE ARTICLES OF INCORPORATION TO INCREASE THE Mgmt For For
NUMBER OF AUTHORIZED SHARES OF COMMON STOCK.
4. TO RE-APPROVE AND AMEND THE NIKE, INC. LONG-TERM Mgmt For For
INCENTIVE PLAN.
5. TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
6. TO CONSIDER A SHAREHOLDER PROPOSAL REGARDING POLITICAL Shr Against For
CONTRIBUTIONS DISCLOSURE.
* Management position unknown
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.
Registrant Touchstone Institutional Funds Trust
By (Signature and Title)* /s/ Jill T. McGruder
Jill T. McGruder, President
(Principal Executive Officer)
Date 8/29/2013
*Print the name and title of each signing officer under his or her signature.
