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 811-22436
EntrepreneurShares Series Trust
(Exact name of registrant as specified in charter)
40 Grove Street
Wellesley Square, MA 02482
(Address of principal executive offices) (Zip code)
Dr. Joel M. Shulman
40 Grove Street
Wellesley Square, MA 02482
(Name and address of agent for service)
Registrant's telephone number, including area code: 800-287-9469
Date of fiscal year end: June 30
Date of reporting period: July 1, 2011 – June 30, 2012
Item 1. Proxy Voting Record.
| ENTREPRENEURSHARES PROXY VOTING RECORD | |||
| Name of Fund: | EntrepreneurShares | ||
| Period: | July 1, 2011 - June 30, 2012 | ||
| Company Name | Meeting Date | CUSIP | Ticker |
| VISTAPRINT NV | 09/30/11 | N93540107 | VPRT |
| Vote | MRV | Proposal | Proposed by Issuer or Security Holder |
| For | For | 1. Authorize the Managment to repurchase up to 20% of our issued and outstanding ordinary shares until March 30, 2013. | Issuer |
| Company Name | Meeting Date | CUSIP | Ticker |
| OMNIVISION TECHNOLOGIES INC. | 9/29/2011 | 682128103 | OVTI |
| Vote | MRV | Proposal | Proposed by Issuer or Security Holder |
| For | For | 1. Election of Class II Directors | Issuer |
| For | For | Wen-Liang William Hsu | |
| For | For | Henry Yang | |
| For | For | 2. Ratify the appointment of PricewaterhouseCoopers LLP as company's independent registered public accounting firm for fiscal year ending April 30, 2012. | Issuer |
| For | For | 3. Approve the amendment to the Company's 2007 incentive plan to increase shares available for issuance. | Issuer |
| For | For | 4. Approve advisory resolution regarding the compensation of the Company's executive officers. | Issuer |
| One Year | One Year | 5. Advisory vote on the frequency with which stockholders will vote on a non-binding resolution to approve the compensation of the Company's executive officers in future years. | Issuer |
| Company Name | Meeting Date | CUSIP | Ticker |
| PARAGON SHIPPING INC. | 10/6/2011 | 69913R309 | PRGN |
| Vote | MRV | Proposal | Proposed by Issuer or Security Holder |
| For | For | 1. Election of Directors. | Issuer |
| For | For | Nigel D Cleave | |
| For | For | Bruce Ogilvy | |
| For | For | 2. Proposal to ratify the appoitment of Deloitte Hadjipavlou Sofianos & Cambanis S.A. as the company's independent auditors for the fiscal year ending in December 31, 2011. | Issuer |
| Company Name | Meeting Date | CUSIP | Ticker |
| ITURAN LOCATION AND CONTROL LTD. | 9/15/2011 | M6158M104 | ITRN |
| Vote | MRV | Proposal | Proposed by Issuer or Security Holder |
| Didn't Vote (company registers no vote as FOR) | For | 1. Approve reappointment of Mr. Izzy Sheratzky as Chairman of the Board of Directors for three more years, starting September 15, 2011. | Issuer |
| Company Name | Meeting Date | CUSIP | Ticker |
| JAKKS PACIFIC INC. | 9/16/2011 | 47012E 106 | JAKK |
| Vote | MRV | Proposal | Proposed by Issuer or Security Holder |
| Didn't Vote | For | 1. Election of Directors | Issuer |
| Didn't Vote | For | Stephen G. Bergman | |
| Didn't Vote | For | Dan Almagor | |
| Didn't Vote | For | Marvin W. Ellin | |
| Didn't Vote | For | Robert E. Glick | |
| Didn't Vote | For | Michael G. Miller | |
| Didn't Vote | For | Murray L. Skala | |
| Didn't Vote | For | 2. Advisory approval of executive compensation. | Didn't Vote |
| Didn't Vote | For | 3. Advisory vote on the frequency of future advisory votes on executive compensation. | Didn't Vote |
| Didn't Vote | For | 4. Approval of appointment of BDO USA LLP as the Company's auditors. | Didn't Vote |
| Company Name | Meeting Date | CUSIP | Ticker |
| OPNET TECHNOLOGIES INC. | 9/12/2011 | 683757108 | OPNT |
| Vote | MRV | Proposal | Proposed by Issuer or Security Holder |
| Didn't Vote | For | 1. Election of Directors | Issuer |
| Didn't Vote | For | Alain J. Cohen | |
| Didn't Vote | For | Steven G. Finn | |
| Didn't Vote | For | 2. Advisory approval of compensation of named executive officers. | Issuer |
| Didn't Vote | 1 Year | 3. Advisory vote on the prefered frequency of stockholder advisory votes on named executives compensation. | Issuer |
| Didn't Vote | For | 4. Ratification of Independent Public accounting firm Deloitte & Touche LLP as Company's firm for the fiscal year ending March 31, 2012. | Issuer |
| Company Name | Meeting Date | CUSIP | Ticker |
| ZORAN CORP. | 8/30/2011 | 98975F101 | ZRAN |
| Didn't Vote | For | 1. Adoption of amended and restated plan of merger. | Issuer |
| Didn't Vote | For | 2. Approval of adjournment of the special meeting. | Issuer |
| Company Name | Meeting Date | CUSIP | Ticker |
| NETSCOUT SYSTEMS INC. | 9/7/2011 | 64115T104 | NTCT |
| Didn't Vote | For | 1. Election of Directors | Issuer |
| Didn't Vote | For | Joseph G. Hadzima Jr. | |
| Didn't Vote | For | Stephen G. Pearse | |
| Didn't Vote | For | 2. Ratify PricewaterhouseCoopers LLP to serve as the Company's independent registered public accounting firm. | Issuer |
| Didn't Vote | For | 3. Approval of certain ammendments to, and the increase of 8,000,000 shares authorized for issuance under, the Company's 2007 equity incentive plan. | Issuer |
| Didn't Vote | For | 4. Approval of the 2011 employee stock purchase plan. | Issuer |
| Didn't Vote | For | 5. Advisory approval of the compensation of the named executive officers. | Issuer |
| Didn't Vote | For | 6. Indicate, on an advisory basis, the preferred frequency of stockholder advisory votes on compensation of named executive officers. | Issuer |
| Company Name | Meeting Date | CUSIP | Ticker |
| JA SOLAR HOLDINGS CO. LTD. | 8/15/2011 | 466090925 | JASO |
| Didn't Vote | For | 1. To receive and consider the audited financial statements and the reports of the chairman and CEO for the year that ended in DEcember 31, 2010. | Issuer |
| Didn't Vote | For | 2. To re-elect Erying Jia, and authorize the board of directors to fix his remuneration. | Issuer |
| Didn't Vote | For | To elect Yong Liu as a director of the company, and authorize the board of directors to fix his remuneration. | Issuer |
| Didn't Vote | For | To transact such other business as may properly come before the meeting or any adjournment or postponement thereof. | Issuer |
| Company Name | Meeting Date | CUSIP | Ticker |
| IXYS CORP. | 9/16/2011 | 46600W106 | IXYS |
| Didn't Vote | For | 1. Election of Directors | Issuer |
| Didn't Vote | For | Donald L. Feucht | |
| Didn't Vote | For | Samuel Kory | |
| Didn't Vote | For | S. Joon Lee | |
| Didn't Vote | For | Timothy A. Richardson | |
| Didn't Vote | For | James M. Thorburn | |
| Didn't Vote | For | Nathan Zommer | |
| Didn't Vote | For | Kenneth D. Wong | |
| Didn't Vote | For | 2. To approve the 2011 equity incentive plan. | Issuer |
| Didn't Vote | For | 3. Proposal to approve the compensation of the named executive officers of the Company. | Issuer |
| Didn't Vote | For | 4. Frequency of the named executive officer compensation vote. | Issuer |
| Didn't Vote | For | 5. To ratify the selection of BDO USA LLP as the independent registered public accounting firm of the company for the fiscal year ending March 31, 2012. | Issuer |
| Company Name | Meeting Date | CUSIP | Ticker |
| VIRTUSA CORP. | 9/8/2011 | 92827P102 | VRTU |
| Didn't Vote | For | 1. Election of Directors | Issuer |
| Didn't Vote | For | Robert E. Davoli | |
| Didn't Vote | For | William K. O'Brien | |
| Didn't Vote | For | Al-Noor Ramji | |
| Didn't Vote | For | 2. To approve the executive variable cash compensation plan as amended and restated. | Issuer |
| Didn't Vote | For | 3. To ratify the appointment of the firm of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending March 31, 2012 | Issuer |
| Didn't Vote | For | 4. To approve, on advisory basis, the compensation of the named executive officers. | Issuer |
| Didn't Vote | For | 5. To vote, on and advisory basis, on the frequency of holding future advisory votes on the compensation of the named executive officers. | Issuer |
| Company Name | Meeting Date | CUSIP | Ticker |
| RENAISSANCE LEARNING INC. | 10/17/2011 | 75968L105 | RLRN |
| Vote | MRV | Proposal | Proposed by Issuer or Security Holder |
| For | For | 1. Adopt and approve the agreement and plan of merger. | Issuer |
| For | For | 2. To approve, non-binding advisory basis, the golden parachute compensation to certain executive officers. | Issuer |
| Company Name | Meeting Date | CUSIP | Ticker |
| FUNDTECH LTD. | 10/25/2011 | M47095100 | FNDT |
| Vote | MRV | Proposal | Proposed by Issuer or Security Holder |
| For | For | 1. To approve the merger of the company with merger sub. | Issuer |
| Company Name | Meeting Date | CUSIP | Ticker |
| II-VI INCORPORATED | 11/4/2011 | 902104108 | IIVI |
| Vote | MRV | Proposal | Proposed by Issuer or Security Holder |
| For | For | 1. Election of Class III Directors. | Issuer |
| For | For | Carl J. Johnson | |
| For | For | Thomas E. Mistler | |
| For | For | Joseph J. Corasanti | |
| For | 2. Election of Class I Director | Issuer | |
| For | Howard H. Xia | ||
| For | 3. Approval of increase in shares of common stock. | Issuer | |
| For | 4. Approval for adoption of majority voting of directors. | Issuer | |
| For | 5. Approval of amended and restated articles of incorporation. | Issuer | |
| For | 6. Advisory vote on Company's executive compensation. | Issuer | |
| One Year | 7. Advisory vote on frequency of future shareholder advisory votes on executive compensation. | Issuer | |
| For | 8. Ratification of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal year ending in June 30, 2012. | Issuer | |
| Company Name | Meeting Date | CUSIP | Ticker |
| OPLINK COMMUNICATIONS INC. | 11/9/2011 | 68375Q403 | OPLK |
| For | For | 1. Election of Directors | Issuer |
| For | For | Chieh Chang | |
| For | For | Hua Lee | |
| For | For | 2. Vote to ratify Burr Pilger Mayer Inc. as the Company's independent public accounting firm for fiscal 2012. | Issuer |
| For | For | 3. Advisory vote on executive compensation | Issuer |
| One Year | One Year | 4. Advisory vote on the frequency of future advisory votes on executive compensation. | Issuer |
| Company Name | Meeting Date | CUSIP | Ticker |
| SOLERA HOLDINGS INC. | 11/10/2011 | 83421A104 | SLH |
| For | For | 1. Election of Directors | Issuer |
| For | For | Tony Aquila | |
| For | For | Arthur F. Kingsbury | |
| For | For | Kenneth A. Viellieu | |
| For | For | Thomas C. Wajnert | |
| For | For | Stuart J. Yarbrough | |
| For | For | 2. Ratification of the appointment of Deloitte & Touche LLP as the Company's independent public accounting firm for fiscal year ending June 30, 2012. | Issuer |
| For | For | 3. Approval, by non binding advisory vote, on the compensation of Solera's named executive officers. | Issuer |
| One Year | One Year | 4. Recommendation, by a non-binding advisory vote, on the frequency of advisory votes on the compensation of Solera's named executive officers. | Issuer |
| Company Name | Meeting Date | CUSIP | Ticker |
| VISTAPRINT | 11/3/2011 | N93540107 | VPRT |
| For | For | 1. Election of Directors | Issuer |
| For | For | Peter Gyenes | |
| For | For | 2. Adopt statutory annual accounts for the fiscal year ended June 30, 2011. | Issuer |
| For | For | 3. Discharge the members of the management board from liability with respect to the exercise of their duties. | Issuer |
| For | For | 4. Discharge the members of the supervisory board from liability with respect to the exercise of their duties. | Issuer |
| For | For | 5. Approve changes to our supervisory board compensation package. | Issuer |
| For | For | 6. Renew authorization of the management board to issue ordinary shares or grant rights to subscribe for ordinary shares. | Issuer |
| For | For | 7. Renew authorization of the managment board to issue preferred shares or grant rights t subscribe for preferred shares. | Issuer |
| For | For | 8. Renew the authorization of the management board, until November 3, 2016, to exclude or restrict the ordinary shareholders' preemptive rights with respect to ordinary shares, preferred shares and to subscribe therefor that the management board may issue. | Issuer |
| For | For | 9. Appoint Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2012. | Issuer |
| For | For | 10. Vote on a non-binding "say on pay" proposal regarding the compensation of our named executive officers. | Issuer |
| 1 Year | 1 Year | 11. Vote on a non-binding "say on frequency" proposal regarding the frequency of the vote on our executive compensation program. | Issuer |
| Company Name | Meeting Date | CUSIP | Ticker |
| HAIN CELESTIAL GROUP INC. | 11/17/2011 | 405217100 | HAIN |
| For | For | 1. Election of Directors | Issuer |
| For | For | Irwin D. Simon | |
| For | For | Barry J. Alperin | |
| For | For | Richard C. Berke | |
| For | For | Jack Futterman | |
| For | For | Marina Hahn | |
| For | For | Brett Icahn | |
| For | For | Roger Meltzer | |
| For | For | David Schechter | |
| For | For | Lewis D. Schiliro | |
| For | For | Lawrence S. Zilavy | |
| For | For | 2. Advisory vote for the compensation awarded to the named executive officers for the fiscal year ended June 30, 2011, as forth in this proxy statement. | Issuer |
| 1 Year | 1 Year | 3. Advisory vote for the frequency with which stockholders will participate in an advisory vote on executive compensation. | Issuer |
| For | For | 4. Vote to approve the ammendment of the Amended and Restated 2002 Long Term Incentive and Stock Award Plan. | Issuer |
| For | For | 5. To ratify the appointment of Ernst & Young LLP, to act as registered independent accountants of the Company for the fiscal year ending in June 30, 2012. | Issuer |
| Company Name | Meeting Date | CUSIP | Ticker |
| ALPHA & OMEGA SEMICONDUCTOR LTD | 11/18/2011 | G6331P104 | AOSL |
| For | For | 1. Election of Directors | Issuer |
| For | For | Mike F. Chang | |
| For | For | Yueh-Se Ho | |
| For | For | Chung Te Chang | |
| For | For | Mark A. Stevens | |
| For | For | Howard M. Bailey | |
| For | For | Thomas W. Steipp | |
| For | For | Richard W. Sevcik | |
| For | For | 2. To approve and ratify the appointment of Grant Thornton LLP as independent registered public accounting firm of the company, and to authorize the board of directors to determine its remuneration for the fiscal year ending June 30, 2012. | Issuer |
| For | For | 3. The advisory approval of the compensation of the company's named executive officers. | Issuer |
| 3 Year | 3 Year | 4. The advisory approval of the frequency of advisory vote on the compensation of the company's named executive officers. | Issuer |
| Company Name | Meeting Date | CUSIP | Ticker |
| PAREXEL INTERNATIONAL CORP. | 12/8/2011 | 699462-107 | PRXL |
| For | For | 1. Election of Directors | Issuer |
| For | For | Patrick J. Fortune | |
| For | For | Ellen M. Zane | |
| For | For | 2. Approve, in advisory vote, the compensation of named executive officers as presented in the proxy statement. | Issuer |
| 1 Year | 1 Year | 3. Approve, in advisory vote, the frequency with which executive compensation will be subject to future advisory shareholder votes. | Issuer |
| For | For | 4. Ratify the selection of Ernst & Young LLP as the company's independent registered public accountant. | Issuer |
| Company Name | Meeting Date | CUSIP | Ticker |
| IMMUNOMEDICS INC. | 12/7/2011 | 452907-108 | IMMU |
| For | For | 1. Election of Directors | Issuer |
| For | For | David M. Goldberg | |
| For | For | Cynthia L. Sullivan | |
| For | For | Morton Coleman | |
| For | For | Brian A. Markison | |
| For | For | Mary E. Paetzold | |
| For | For | Don C. Stark | |
| For | For | Kenneth J. Zuerblis | |
| For | For | 2. Proposal to approve the executive compensation of named executive officers. | Issuer |
| 3 Year | 3 Year | 3. Approve, in advisory vote, the frequency with which executive compensation will be subject to future advisory shareholder votes. | Issuer |
| For | For | 4. Ratify the selection of Ernst & Young LLP as the company's independent registered public accountant for fiscal year ending in June 30, 2012. | Issuer |
| Company Name | Meeting Date | CUSIP | Ticker |
| CONTANGO OIL & GAS COMPANY | 12/1/2011 | 21075N204 | MCF:US |
| For | For | 1. Election of Directors | Issuer |
| For | For | Kenneth R. Peak | |
| For | For | B.A. Berilgen | |
| For | For | Jay D. Brehmer | |
| For | For | Charles M. Reimer | |
| For | For | Steven L. Schoonover | |
| For | For | 2. Approve, in advisory vote, the compensation of named executive officers. | Issuer |
| 1 Year | 1 Year | 3. Approve, in advisory vote, the frequency with which executive compensation will be subject to future advisory shareholder votes. | Issuer |
| For | For | 4. Ratify the selection of Grant Thornton LLP as the company's independent registered public accountant for the fiscal year ending June 30, 2012. | Issuer |
| Company Name | Meeting Date | CUSIP | Ticker |
| EXPEDIA INC. | 12/6/2011 | 30212P105 | EXPE |
| For | For | 1. Election of Directors | Issuer |
| For | For | George "Skip" Battle | |
| For | For | Barry Diller | |
| For | For | Jonathan L. Dolgen | |
| For | For | William R. Fitzgerald | |
| For | For | Craig A. Jacobson | |
| For | For | Victor A. Kaufman | |
| For | For | Peter M. Kern | |
| For | For | Dara Khosrowshahi | |
| For | For | John C. Malone | |
| For | For | Jose A. Tazon | |
| For | For | 2. Approval of amendments to Expedia Amended & Restated certificate of incorporation that would effect spin-off of Tripadvisor Inc. | Issuer |
| For | For | 3. Approval of amendments to Expedia Amended & Restated certificate of incorporation to effect a one-for-two reverse stock split of Expedia common stock and class B common stock. | Issuer |
| For | For | 4. Approval and adoption of a merger agreement, under which a wholly owned subsidiary of Expedia would merge with and into Expedia, for the purpose of converting all shares of series A preferred stock into cash. | Issuer |
| For | For | 5. Approval of the addition of provisions to the Expedia amended and restated certificate of incoporation pursuant to which Expedia would renounce any interest or expectancy in certain corporate opportunities, all as more fully described in the proxy statement. | Issuer |
| For | For | 6. Ratify the selection of Ernst & Young LLP as the company's independent registered public accountant for the year ending December 31, 2011. | Issuer |
| For | For | 7. Approval, on advisory basis, of the compensation of Expedia's named executive officers. | Issuer |
| 3 Year | 3 Year | 8. Advisory vote on the frequency of future advisory votes on the compensation of Expedia's named executive officers. | Issuer |
| Company Name | Meeting Date | CUSIP | Ticker |
| Pennant Park | 2/7/2012 | 708062104 | PNNT |
| For | For | TO CONSIDER AND VOTE UPON A PROPOSAL TO AUTHORIZE FLEXIBILITY FOR US, WITH THE APPROVAL OF THE BOARD OF DIRECTORS, TO SELL SHARES OF OUR COMMON STOCK, DURING THE NEXT 12 MONTHS, AT A PRICE BELOW THE THEN CURRENT NET ASSET VALUE PER SHARE, SUBJECT TO CERTAIN LIMITATIONS DESCRIBED IN THE JOINT PROXY STATEMENT. | Issuer |
| Company Name | Meeting Date | CUSIP | Ticker |
| Ituran Location and Control | 12/13/2011 | ITRN | |
| Did not vote | |||
| Company Name | Meeting Date | CUSIP | Ticker |
| J&J Snack Food | 2/8/2012 | 466032-109 | JJSF |
| For | For | DIRECTOR - DENNIS G. MOORE | Issuer |
| For | For | APPROVAL OF THE 2011 STOCK OPTION PLAN | Issuer |
| For | For | ADVISORY VOTE ON APPROVAL OF THE COMPANY'S EXECUTIVE COMPENSATION PROGRAMS | Issuer |
| Company Name | Meeting Date | CUSIP | Ticker |
| PennantPark Investment Corp | 2/7/2012 | 708062-104 | PNNT |
| For | DIRECTOR | ||
| ADAM K. BERNSTEIN | |||
| JEFFREY FLUG | |||
| For | TO RATIFY THE SELECTION OF KPMG LLP TO SERVE AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2012. | ||
| Company Name | Meeting Date | CUSIP | Ticker |
| CABOT MICROELECTRONICS CORPORATION | 3/6/2012 | 12709P-103 | CCMP |
| For | DIRECTOR | ||
| JOHN P. FRAZEE, JR. | |||
| BARBARA A. KLEIN | |||
| WILLIAM P. NOGLOWS | |||
| For | TO APPROVE, BY NON-BINDING ADVISORY VOTE, EXECUTIVE COMPENSATION. | ||
| For | TO APPROVE THE COMPANY'S 2012 OMNIBUS INCENTIVE PLAN. | ||
| For | RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR FISCAL YEAR 2012. | ||
| Company Name | Meeting Date | CUSIP | Ticker |
| STARBUCKS | 3/21/2012 | 855244-109 | SBUX |
| For | ELECTION OF DIRECTOR: HOWARD SCHULTZ | ||
| For | ELECTION OF DIRECTOR: WILLIAM W. BRADLEY | ||
| For | ELECTION OF DIRECTOR: MELLODY HOBSON | ||
| For | ELECTION OF DIRECTOR: KEVIN R. JOHNSON | ||
| For | ELECTION OF DIRECTOR: OLDEN LEE | ||
| For | ELECTION OF DIRECTOR: JOSHUA COOPER RAMO | ||
| For | ELECTION OF DIRECTOR: JAMES G. SHENNAN, JR. | ||
| For | ELECTION OF DIRECTOR: CLARA SHIH | ||
| For | ELECTION OF DIRECTOR: JAVIER G. TERUEL | ||
| For | ELECTION OF DIRECTOR: MYRON E. ULLMAN, II | ||
| For | ELECTION OF DIRECTOR: CRAIG E. WEATHERUP | ||
| For | APPROVAL OF THE ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION | ||
| For | APPROVAL OF AN AMENDMENT AND RESTATEMENT OF THE EXECUTIVE MANAGEMENT BONUS PLAN. | ||
| For | SELECTION OF DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR ENDING SEPTEMBER 30, 2012 | ||
| Against | SHAREHOLDER PROPOSAL REGARDING BOARD COMMITTEE ON SUSTAINABILITY | ||
| Company Name | Meeting Date | CUSIP | Ticker |
| CONCUR TECHNOLOGIES | 206708-109 | CNQR | |
| For | DIRECTOR | ||
| S. STEVEN SINGH | |||
| JEFFREY T. SEELY | |||
| RANDALL H. TALBOT | |||
| For | RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | ||
| For | APPROVAL OF, BY NON-BINDING VOTE, EXECUTIVE COMPENSATION | ||
| Company Name | Meeting Date | CUSIP | Ticker |
| LIQUIDITY SERVICES, INC. | 2/29/2012 | 53635B-107 | LQDT |
| For | PATRICK W. GROSS | ||
| FRANKLIN D. KRAMER | |||
| For | RATIFICATION OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2012. | ||
| For | APPROVAL OF AN ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION. | ||
| Company Name | Meeting Date | CUSIP | Ticker |
| SYNOPSYS INC | 4/3/2012 | 871607-107 | |
| For | DIRECTOR | ||
| AART J. DE GEUS | |||
| ALFRED CASTINO | |||
| CHI-FOON CHAN | |||
| BRUCE R. CHIZEN | |||
| DEBORAH A. COLEMAN | |||
| C.L. "MAX" NIKIAS | |||
| JOHN SCHWARZ | |||
| ROY VALLEE | |||
| STEVEN C. WALSKE | |||
| For | TO APPROVE AN AMENDMENT OF OUR 2006 EMPLOYEE EQUITY INCENTIVE PLAN TO, AMONG OTHER ITEMS, INCREASE THE NUMBER OF SHARES AVAILABLE FOR ISSUANCE UNDER THAT PLAN BY 5,000,000 SHARES. | ||
| For | TO APPROVE AN AMENDMENT OF OUR EMPLOYEE STOCK PURCHASE PLAN TO INCREASE THE NUMBER OF SHARES AVAILABLE FOR ISSUANCE UNDER THAT PLAN BY 5,000,000 SHARES | ||
| For | ADVISORY VOTE ON EXECUTIVE COMPENSATION. | ||
| For | TO RATIFY THE SELECTION OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING OCTOBER 31, 2012. | ||
| Company Name | Meeting Date | CUSIP | Ticker |
| INTUITIVE SURGICAL | 4/19/2012 | ∞ | ISRG |
| For | ELECTION OF DIRECTOR: GARY S. GUTHART, PH.D. | ||
| For | ELECTION OF DIRECTOR: MARK J. RUBASH | ||
| For | ELECTION OF DIRECTOR: LONNIE M. SMITH | ||
| For | TO APPROVE THE AMENDMENT AND RESTATEMENT OF THE COMPANY'S 2010 INCENTIVE AWARD PLAN | ||
| For | TO APPROVE, BY ADVISORY VOTE, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS | ||
| For | TO APPROVE THE AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO ELIMINATE THE CLASSIFIED STRUCTURE OF THE BOARD AND TO PROVIDE FOR THE ANNUAL ELECTION OF DIRECTORS | ||
| For | THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2012 | ||
| Company Name | Meeting Date | CUSIP | Ticker |
| SONIC AUTOMOTIVE, INC | 4/18/2012 | 83545G-102 | SAH |
| For | DIRECTOR | ||
| O. BRUTON SMITH | |||
| B. SCOTT SMITH | |||
| DAVID B. SMITH | |||
| WILLIAM I. BELK | |||
| WILLIAM R. BROOKS | |||
| VICTOR H. DOOLAN | |||
| ROBERT HELLER | |||
| ROBERT L. REWEY | |||
| DAVID C. VORHOFF | |||
| For | TO APPROVE, ON A NON-BINDING ADVISORY BASIS, SONIC'S EXECUTIVE COMPENSATION AS DISCLOSED IN THE ACCOMPANYING PROXY STATEMENT. | ||
| For | TO APPROVE THE SONIC AUTOMOTIVE, INC. 2012 FORMULA RESTRICTED STOCK PLAN FOR NON-EMPLOYEE DIRECTORS. | ||
| For | TO APPROVE THE SONIC AUTOMOTIVE, INC. 2012 STOCK INCENTIVE PLAN. | ||
| For | TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS SONIC'S INDEPENDENT PUBLIC ACCOUNTANTS FOR THE YEAR ENDING DECEMBER 31, 2012. | ||
| Company Name | Meeting Date | CUSIP | Ticker |
| PAPA JOHN'S INTERNATIONAL, INC. | 4/26/2012 | 698813-102 | PZZA |
| For | ELECTION OF DIRECTOR: PHILIP GUARASCIO | ||
| For | ELECTION OF DIRECTOR: OLIVIA F. KIRTLEY | ||
| For | ELECTION OF DIRECTOR: W. KENT TAYLOR | ||
| For | RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE 2012 FISCAL YEAR. | ||
| For | ADVISORY APPROVAL OF THE COMPANY'S EXECUTIVE COMPENSATION. | ||
| Company Name | Meeting Date | CUSIP | Ticker |
| WESTWOOD HOLDINGS GROUP, INC. | 4/19/2012 | 961765-104 | WHG |
| For | SUSAN M. BYRNE | ||
| BRIAN O. CASEY | |||
| TOM C. DAVIS | |||
| RICHARD M. FRANK | |||
| ROBERT D. MCTEER | |||
| GEOFFREY R. NORMAN | |||
| MARTIN J. WEILAND | |||
| RAYMOND E. WOOLDRIDGE | |||
| For | RATIFICATION OF THE APPOINTMENT OF GRANT THORNTON LLP AS WESTWOOD'S INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2012. | ||
| Company Name | Meeting Date | CUSIP | Ticker |
| IGATE CORPORATION | 4/13/2012 | 45169U-105 | IGTE |
| For | W. ROY DUNBAR | ||
| MARTIN G. MCGUINN | |||
| Company Name | Meeting Date | CUSIP | Ticker |
| MANTECH INTERNATIONAL CORP | 5/10/2012 | 564563-104 | MANT |
| For | GEORGE J. PEDERSEN | ||
| RICHARD L. ARMITAGE | |||
| MARY K. BUSH | |||
| BARRY G. CAMPBELL | |||
| W.R. FATZINGER, JR. | |||
| DAVID E. JEREMIAH | |||
| RICHARD J. KERR | |||
| KENNETH A. MINIHAN | |||
| STEPHEN W. PORTER | |||
| For | RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP TO SERVE AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2012. | ||
| Company Name | Meeting Date | CUSIP | Ticker |
| CLEAN HARBORS, INC | 5/7/2012 | 184496-107 | CLH |
| For | ALAN S. MCKIM | ||
| ROD MARLIN | |||
| JOHN T. PRESTON | |||
| For | TO APPROVE AN ADVISORY VOTE ON THE COMPANY'S EXECUTIVE COMPENSATION. | ||
| For | TO APPROVE THE COMPANY'S AMENDED AND RESTATED MANAGEMENT INCENTIVE PLAN. | ||
| For | TO RATIFY THE SELECTION BY THE AUDIT COMMITTEE OF THE COMPANY'S BOARD OF DIRECTORS OF DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE CURRENT FISCAL YEAR. | ||
| Company Name | Meeting Date | CUSIP | Ticker |
| ACME PACKET, INC. | 5/4/2012 | 004764-106 | APKT |
| For | ELECTION OF DIRECTOR: DAVID B. ELSBREE | ||
| For | ELECTION OF DIRECTOR: PATRICK J. MELAMPY | ||
| For | ELECTION OF DIRECTOR: ROBERT G. ORY | ||
| For | APPROVE AN ADVISORY RESOLUTION TO APPROVE ACME PACKET, INC.'S 2011 EXECUTIVE COMPENSATION. | ||
| For | RATIFY THE SELECTION OF ERNST & YOUNG LLP AS ACME PACKET, INC'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2012. | ||
| Company Name | Meeting Date | CUSIP | Ticker |
| THE GEO GROUP, INC. | 5/4/2012 | 36159R-103 | GEO |
| For | CLARENCE E. ANTHONY | ||
| NORMAN A. CARLSON | |||
| ANNE N. FOREMAN | |||
| RICHARD H. GLANTON | |||
| CHRISTOPHER C. WHEELER | |||
| GEORGE C. ZOLEY | |||
| For | TO RATIFY THE APPOINTMENT OF GRANT THORNTON LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE 2012 FISCAL YEAR. | ||
| For | ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION. | ||
| For | ADOPTION OF THE GEO GROUP, INC. 2011 EMPLOYEE STOCK PURCHASE PLAN. | ||
| Against | ADOPTION OF SHAREHOLDER PROPOSAL REQUESTING DIRECTOR ELECTION BY THE MAJORITY VOTE STANDARD. | ||
| Against | ADOPTION OF SHAREHOLDER PROPOSAL REQUESTING THE REVIEW, DEVELOPMENT AND ADOPTION OF HUMAN RIGHTS POLICIES. | ||
| Against | ADOPTION OF SHAREHOLDER PROPOSAL REQUESTING THE ANNUAL DISCLOSURE OF LOBBYING INFORMATION. | ||
| For | IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING. | ||
| Company Name | Meeting Date | CUSIP | Ticker |
| UNDER ARMOUR, INC | 5/1/2012 | 904311-107 | UA |
| DIRECTOR | |||
| For | KEVIN A. PLANK | ||
| BYRON K. ADAMS, JR. | |||
| DOUGLAS E. COLTHARP | |||
| ANTHONY W. DEERING | |||
| A.B. KRONGARD | |||
| WILLIAM R. MCDERMOTT | |||
| HARVEY L. SANDERS | |||
| THOMAS J. SIPPEL | |||
| For | TO APPROVE, BY NON-BINDING VOTE, THE COMPENSATION OF EXECUTIVES AS DISCLOSED IN THE "EXECUTIVE COMPENSATION" SECTION OF THE PROXY STATEMENT, INCLUDING THE COMPENSATION DISCUSSION AND ANALYSIS AND TABLES. | ||
| For | TO APPROVE AN AMENDMENT TO OUR AMENDED AND RESTATED 2005 OMNIBUS LONG-TERM INCENTIVE PLAN RELATED TO PERFORMANCE BASED EQUITY AWARDS. | ||
| For | RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. | ||
| Company Name | Meeting Date | CUSIP | Ticker |
| CYPRESS SEMICONDUCTOR CORPORATION | 5/11/2012 | 232806-109 | CY |
| DIRECTOR | |||
| For | 1) TJ ROGERS | ||
| 2) W STEVE ALBRECHT | |||
| 3) ERIC A BENHAMOU | |||
| 4) LLOYD CARNEY | |||
| 5) JAMES R LONG | |||
| 6) J DANIEL MCCRANIE | |||
| 7) JD SHERMAN | |||
| 8) WILBERT VAN DEN HOEK | |||
| For | THE RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR 2012. | ||
| For | ANNUAL ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. | ||
| Company Name | Meeting Date | CUSIP | Ticker |
| TRAVEL ZOO, INC | 5/18/2012 | 89421Q-106 | TZOO |
| DIRECTOR | |||
| For | 1) HOLGER BARTEL | ||
| 2) RALPH BARTEL | |||
| 3) DAVID EHRLICH | |||
| 4) DONOVAN NEALE-MAY | |||
| 5) KELLY URSO | |||
| For | APPROVAL OF STOCK OPTIONS | ||
| For | ADVISORY VOTE ON EXECUTIVE COMPENSATION | ||
| Company Name | Meeting Date | CUSIP | Ticker |
| CREDIT ACCEPTANCE CORPORATION | 5/17/2012 | 225310-101 | CACC |
| DIRECTOR | |||
| For | 1) DONALD A. FOSS | ||
| 2) GLENDA J. FLANAGAN | |||
| 3) BRETT A. ROBERTS | |||
| 4) THOMAS N. TRYFOROS | |||
| 5) SCOTT J. VASSALLUZZO | |||
| For | APPROVAL OF THE CREDIT ACCEPTANCE CORPORATION AMENDED AND RESTATED INCENTIVE COMPENSATION PLAN. | ||
| For | ADVISORY VOTE ON EXECUTIVE COMPENSATION. | ||
| For | RATIFICATION OF THE SELECTION OF GRANT THORNTON LLP AS CREDIT ACCEPTANCE CORPORATION'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2012. | ||
| Company Name | Meeting Date | CUSIP | Ticker |
| STEC, INC | 5/17/2012 | 784774-101 | STEC |
| DIRECTOR | |||
| For | 1) MANOUCH MOSHAYEDI | ||
| 2) MARK MOSHAYEDI | |||
| 3) F. MICHAEL BALL | |||
| 4) RAJAT BAHRI | |||
| 5) CHRISTOPHER W. COLPITTS | |||
| 6) KEVIN C. DALY, PH.D. | |||
| 7) MATTHEW L. WITTE | |||
| For | TO APPROVE AN AMENDMENT TO INCREASE THE SHARE RESERVE UNDER OUR 2010 INCENTIVE AWARD PLAN. | ||
| For | TO CONDUCT AN ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. | ||
| For | TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP BY THE BOARD OF DIRECTORS AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2012. | ||
| Company Name | Meeting Date | CUSIP | Ticker |
| NATIONAL INSTRUMENTS CORP | 5/8/2012 | 636518-102 | NATI |
| DIRECTOR | |||
| For | 1) DUY-LOAN T. LE | ||
| 2) CHARLES J. ROESSLEIN | |||
| For | TO RATIFY THE APPOINTMENT OF ERNST & YOUNG AS NI'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2012. | ||
| Company Name | Meeting Date | CUSIP | Ticker |
| COHEN & STEERS, INC | 5/8/2012 | 19247A-100 | CNS |
| DIRECTOR | |||
| For | 1) MARTIN COHEN | ||
| 2) ROBERT H. STEERS | |||
| 3) PETER L. RHEIN | |||
| 4) RICHARD P. SIMON | |||
| 5) EDMOND D. VILLANI | |||
| 6) BERNARD B. WINOGRAD | |||
| For | RATIFICATION OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. | ||
| For | APPROVAL, BY NON-BINDING VOTE, OF THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. | ||
| Company Name | Meeting Date | CUSIP | Ticker |
| MERCURY GENERAL CORP | 5/9/2012 | 589400-100 | MCY |
| DIRECTOR | |||
| For | 1) GEORGE JOSEPH | ||
| 2) MARTHA E. MARCON | |||
| 3) DONALD R. SPUEHLER | |||
| 4) RICHARD E. GRAYSON | |||
| 5) DONALD P. NEWELL | |||
| 6) BRUCE A. BUNNER | |||
| 7) CHRISTOPHER GRAVES | |||
| 8) MICHAEL D. CURTIUS | |||
| 9) GABRIEL TIRADOR | |||
| Company Name | Meeting Date | CUSIP | Ticker |
| CAPITAL ONE FINANCIAL CORP | 5/8/2012 | 14040H-105 | COF |
| DIRECTOR | |||
| For | 1) RICHARD D. FAIRBANK | ||
| 2) PETER E. RASKIND | |||
| 3) BRADFORD H. WARNER | |||
| For | RATIFICATION OF SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS OF CAPITAL ONE FOR 2012. | ||
| For | ADVISORY, NON-BINDING APPROVAL OF CAPITAL ONE'S 2011 NAMED EXECUTIVE OFFICER COMPENSATION. | ||
| For | APPROVAL AND ADOPTION OF CAPITAL ONE'S AMENDED AND RESTATED ASSOCIATE STOCK PURCHASE PLAN. | ||
| Company Name | Meeting Date | CUSIP | Ticker |
| MEDNAX, INC | 5/10/2012 | 58502B-106 | MD |
| DIRECTOR | |||
| For | 1) CESAR L. ALVAREZ | ||
| 2) WALDEMAR A. CARLO, M.D. | |||
| 3) MICHAEL B. FERNANDEZ | |||
| 4) ROGER K. FREEMAN, M.D. | |||
| 5) PAUL G. GABOS | |||
| 6) P.J. GOLDSCHMIDT, M.D. | |||
| 7) MANUEL KADRE | |||
| 8) ROGER J. MEDEL, M.D. | |||
| 9) DONNA E. SHALALA PH.D. | |||
| 10) ENRIQUE J. SOSA PH.D. | |||
| For | PROPOSAL TO APPROVE THE AMENDMENT AND RESTATEMENT OF THE MEDNAX, INC. 2008 INCENTIVE COMPENSATION PLAN. | ||
| For | PROPOSAL TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM. | ||
| For | PROPOSAL TO APPROVE, BY NON-BINDING ADVISORY VOTE, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. | ||
| Company Name | Meeting Date | CUSIP | Ticker |
| ZUMIEZ, INC | 5/23/2012 | 989817-101 | ZUMZ |
| DIRECTOR | |||
| For | 1) RICHARD M. BROOKS | ||
| 2) MATTHEW L. HYDE | |||
| 3) JAMES M. WEBER | |||
| For | TO APPROVE MATERIAL TERMS OF THE PERFORMANCE CRITERIA UNDER THE EXECUTIVE OFFICER NON-EQUITY INCENTIVE PLAN. | ||
| For | PROPOSAL TO RATIFY THE SELECTION OF MOSS ADAMS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING FEBRUARY 2, 2013 (FISCAL 2012). | ||
| Company Name | Meeting Date | CUSIP | Ticker |
| TEXAS ROADHOUSE, INC | 5/17/2012 | 882681109 | TXRH |
| DIRECTOR | |||
| For | 1) MARTIN T. HART | ||
| 2) W. KENT TAYLOR | |||
| For | PROPOSAL TO RATIFY INDEPENDENT PUBLIC ACCOUNTING FIRM FOR 2012. | ||
| For | SAY ON PAY - AN ADVISORY VOTE ON THE APPROVAL OF EXECUTIVE COMPENSATION | ||
| Company Name | Meeting Date | CUSIP | Ticker |
| SERVICE CORP INTERNATIONAL | 5/9/2012 | 817565-104 | SCI |
| DIRECTOR | |||
| For | 1) R.L. WALTRIP | ||
| 2) ANTHONY L. COELHO | |||
| 3) MARCUS A. WATTS | |||
| 4) EDWARD E. WILLIAMS | |||
| For | APPROVAL OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2012. | ||
| For | TO APPROVE, BY ADVISORY VOTE, NAMED EXECUTIVE OFFICER COMPENSATION. | ||
| Company Name | Meeting Date | CUSIP | Ticker |
| CSR PLC | 5/23/2012 | 12640Y-205 | CSR |
| For | TO RECEIVE THE COMPANY'S ANNUAL REPORT AND ACCOUNTS FOR THE 52 WEEK PERIOD ENDED 30 DECEMBER 2011 | ||
| For | TO APPROVE THE DIRECTORS' REMUNERATION REPORT FOR THE 52 WEEK PERIOD ENDED 30 DECEMBER 2011 | ||
| For | TO RE-ELECT MR JOEP VAN BEURDEN AS A DIRECTOR | ||
| For | TO RE-ELECT MR KANWAR CHADHA AS A DIRECTOR | ||
| For | TO RE-ELECT MR WILL GARDINER AS A DIRECTOR | ||
| For | TO RE-ELECT MR CHRIS LADAS AS A DIRECTOR | ||
| For | TO RE-ELECT MR ANDREW ALLNER AS A DIRECTOR | ||
| For | TO RE-ELECT MR ANTHONY CARLISLE AS A DIRECTOR | ||
| For | TO RE-ELECT MR SERGIO GIACOLETTO-ROGGIO AS A DIRECTOR | ||
| For | TO RE-ELECT MR RON MACKINTOSH AS A DIRECTOR | ||
| For | TO RE-ELECT MS TERESA VEGA AS A DIRECTOR | ||
| For | TO ELECT DR LEVY GERZBERG AS A DIRECTOR | ||
| For | TO RE-APPOINT DELOITTE LLP AS AUDITORS | ||
| For | TO AUTHORISE THE DIRECTORS TO DETERMINE THE REMUNERATION OF THE AUDITORS | ||
| For | TO AUTHORISE THE PAYMENT OF A FINAL DIVIDEND | ||
| For | TO APPROVE THE CSR PLC GLOBAL EMPLOYEE SHARE PURCHASE PLAN | ||
| For | TO APPROVE THE AMENDED AND RESTATED CSR PLC EMPLOYEE SHARE PURCHASE PLAN | ||
| For | TO AUTHORISE THE COMPANY AND ITS SUBSIDIARIES TO MAKE POLITICAL DONATIONS | ||
| For | TO AUTHORISE THE COMPANY TO ALLOT SHARES PURSUANT TO SECTION 551 OF THE COMPANIES ACT 2006 | ||
| For | PURSUANT TO SECTION 570 OF THE COMPANIES ACT 2006, TO RENEW THE DISAPPLICATION OF STATUTORY PRE-EMPTION RIGHTS | ||
| For | TO GRANT TO THE COMPANY AUTHORITY TO PURCHASE ITS OWN SHARES UNDER SECTION 701 OF THE COMPANIES ACT 2006 | ||
| For | TO AUTHORISE A GENERAL MEETING (OTHER THAN AN ANNUAL GENERAL MEETING) TO BE CALLED ON NOT LESS THAN 14 CLEAR DAYS' NOTICE | ||
| Company Name | Meeting Date | CUSIP | Ticker |
| CHARLES SCHWAB CORP | 5/17/2012 | 808513-105 | SCHW |
| DIRECTOR | |||
| For | 1) NANCY H. BECHTLE | ||
| 2) WALTER W. BETTINGER II | |||
| 3) C. PRESTON BUTCHER | |||
| For | RATIFICATION OF INDEPENDENT AUDITORS | ||
| For | ADVISORY APPROVAL OF NAMED EXECUTIVE OFFICER COMPENSATION | ||
| For | APPROVAL OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION AND BYLAWS TO DECLASSIFY THE BOARD | ||
| Against | STOCKHOLDER PROPOSAL REGARDING POLITICAL CONTRIBUTIONS | ||
| Against | STOCKHOLDER PROPOSAL TO AMEND BYLAWS REGARDING PROXY ACCESS | ||
| Company Name | Meeting Date | CUSIP | Ticker |
| EBAY, INC | 4/26/2021 | 278642-103 | EBAY |
| DIRECTOR | |||
| For | 1) MARC L. ANDREESSEN | ||
| 2) WILLIAM C. FORD, JR. | |||
| 3) DAWN G. LEPORE | |||
| 4) KATHLEEN C. MITIC | |||
| 5) PIERRE M. OMIDYA | |||
| For | TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS | ||
| For | APPROVE AMENDMENT & RESTATEMENT OF 2008 EQUITY INCENTIVE AWARD PLAN, INCLUDING AN AMENDMENT TO INCREASE THE AGGREGATE NUMBER OF SHARES AUTHORIZED FOR ISSUANCE UNDER PLAN BY 16.5 MILLION SHARES | ||
| For | TO APPROVE OUR EMPLOYEE STOCK PURCHASE PLAN. | ||
| For | TO ADOPT AND APPROVE AN AMENDMENT TO OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO DECLASSIFY OUR BOARD OF DIRECTORS AND PROVIDE FOR THE ANNUAL ELECTION OF DIRECTORS. | ||
| For | AMENDMENT TO OUR AMENDED & RESTATED CERTIFICATE OF INCORPORATION TO PROVIDE STOCKHOLDERS WITH THE RIGHT TO CALL A SPECIAL MEETING | ||
| For | RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT AUDITORS FOR OUR FISCAL YEAR ENDING DECEMBER 31, 2012 | ||
| Company Name | Meeting Date | CUSIP | Ticker |
| MOLINA HEALTHCARE, INC | 5/2/2012 | 60855R-100 | MOH |
| DIRECTOR | |||
| For | 1) GARREY E. CARRUTHERS | ||
| 2) FRANK E. MURRAY, M.D | |||
| 3) JOHN P. SZABO, JR. | |||
| For | RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2012. | ||
| Company Name | Meeting Date | CUSIP | Ticker |
| NATIONAL INTERSTATE CORP | 4/26/2012 | 63654U-100 | NATL |
| DIRECTOR | |||
| For | 1) KEITH A. JENSEN | ||
| 2) VITO C. PERAINO | |||
| 3) JOEL SCHIAVONE | |||
| 4) ALAN R. SPACHMAN | |||
| For | RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2012. | ||
| For | SAY ON PAY - AN ADVISORY VOTE ON THE APPROVAL OF EXECUTIVE COMPENSATION. | ||
| Company Name | Meeting Date | CUSIP | Ticker |
| ICU MEDICAL, INC | 5/11/2012 | 44930G-107 | ICUI |
| DIRECTOR | |||
| For | 1) JACK W. BROWN | ||
| 2) RICHARD H. SHERMAN | |||
| For | TO RATIFY SELECTION OF DELOITTE & TOUCHE LLP AS AUDITORS FOR THE COMPANY. | ||
| For | TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION. | ||
| For | TO APPROVE AMENDMENTS TO THE ICU MEDICAL, INC. 2011 STOCK INCENTIVE PLAN. | ||
| Company Name | Meeting Date | CUSIP | Ticker |
| SYNCHRONOSS TECHNOLOGIES, INC | 5/8/2012 | 87157B-103 | SNCR |
| DIRECTOR | |||
| For | 1) STEPHEN G. WALDIS | ||
| 2) WILLIAM J. CADOGAN | |||
| For | TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2012. | ||
| For | TO APPROVE ON A NON-BINDING ADVISORY BASIS THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. | ||
| Company Name | Meeting Date | CUSIP | Ticker |
| SEATTLE GENETICS, INC | 5/18/2012 | 812578-102 | SGEN |
| DIRECTOR | |||
| For | 1) CLAY B. SIEGALL, PH.D. | ||
| 2) FELIX BAKER, PH.D. | |||
| 3) N.A. SIMONIAN, M.D. | |||
| For | TO APPROVE THE AMENDMENT AND RESTATEMENT OF THE SEATTLE GENETICS, INC. AMENDED AND RESTATED 2007 EQUITY INCENTIVE PLAN TO INCREASE THE AGGREGATE NUMBER OF SHARES OF COMMON STOCK AUTHORIZED FOR ISSUANCE THEREUNDER BY 4,000,000 SHARES AND TO MAKE CERTAIN OTHER CHANGES THERETO AS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT. | ||
| For | TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2012. | ||
| For | ADVISORY VOTE TO APPROVE THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE ACCOMPANYING PROXY STATEMENT. | ||
| Company Name | Meeting Date | CUSIP | Ticker |
| PANERA BREAD COMPANY | 5/17/2012 | 69840W-108 | PNRA |
| DIRECTOR | |||
| For | 1) DOMENIC COLASACCO | ||
| 2) THOMAS E. LYNCH | |||
| For | TO APPROVE, IN A NON-BINDING ADVISORY VOTE, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. | ||
| For | TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 25, 2012. | ||
| Company Name | Meeting Date | CUSIP | Ticker |
| ITC HOLDONGS CORP | 5/23/2012 | 465685-105 | ITC |
| DIRECTOR | |||
| For | 1) CHRISTOPHER H. FRANKLIN | ||
| 2) EDWARD G. JEPSEN | |||
| 3) RICHARD D. MCLELLAN | |||
| 4) WILLIAM J. MUSELER | |||
| 5) HAZEL R. O'LEARY | |||
| 6) M. MICHAEL ROUNDS | |||
| 7) G. BENNETT STEWART, III | |||
| 8) LEE C. STEWART | |||
| 9) J.C. WATTS, JR | |||
| 10) JOSEPH L. WELCH | |||
| For | TO APPROVE, BY NON-BINDING VOTE, EXECUTIVE COMPENSATION. | ||
| For | RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2012. | ||
| Company Name | Meeting Date | CUSIP | Ticker |
| BLUE NILE, INC | 5/17/2012 | 09578R-103 | NILE |
| DIRECTOR | |||
| For | 1) MICHAEL POTTER | ||
| 2) STEVE SCHEID | |||
| 3) MARY ALICE TAYLOR | |||
| For | VOTE TO RATIFY DELOITTE & TOUCHE LLP AS BLUE NILE'S INDEPENDENT AUDITOR FOR THE FISCAL YEAR ENDING DECEMBER 30, 2012 | ||
| For | ADVISORY VOTE APPROVING EXECUTIVE COMPENSATION | ||
| Company Name | Meeting Date | CUSIP | Ticker |
| MEADOWBROOK INSURANCE GROUP, INC | 5/17/2012 | 58319P-108 | MIG |
| DIRECTOR | |||
| For | 1) ROBERT S. CUBBIN | ||
| 2) ROBERT F. FIX | |||
| 3) HUGH W. GREENBERG | |||
| 4) FLORINE MARK | |||
| For | RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. | ||
| For | ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. | ||
| Company Name | Meeting Date | CUSIP | Ticker |
| W&T OFFSHORE, INC | 5/8/2012 | 92922P-106 | WTI |
| DIRECTOR | |||
| For | 1) VIRGINIA BOULET | ||
| 2) SAMIR G. GIBARA | |||
| 3) ROBERT I. ISRAEL | |||
| 4) STUART B. KATZ | |||
| 5) TRACY W. KROHN | |||
| 6) S. JAMES NELSON, JR | |||
| 7) B. FRANK STANLEY | |||
| For | PROPOSAL TO AMEND THE COMPANY'S ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF PREFERRED STOCK. | ||
| For | PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS. | ||
| Company Name | Meeting Date | CUSIP | Ticker |
| STEEL DYNAMICS, INC | 5/17/2012 | 858119-100 | STLD |
| DIRECTOR | |||
| For | 1) MARK D. MILLETT | ||
| 2) RICHARD P. TEETS, JR | |||
| 3) JOHN C. BATES | |||
| 4) KEITH E. BUSSE | |||
| 5) FRANK D. BYRNE, M.D | |||
| 6) PAUL B. EDGERLEY | |||
| 7) RICHARD J. FREELAND | |||
| 8) DR. JURGEN KOLB | |||
| 9) JAMES C. MARCUCCILLI | |||
| 10) GABRIEL L. SHAHEEN | |||
| For | TO APPROVE THE AMENDED AND RESTATED STEEL DYNAMICS, INC.'S 2006 EQUITY INCENTIVE PLAN, INCLUDING AN INCREASE IN THE NUMBER OF AUTHORIZED SHARES | ||
| For | TO APPROVE THE AUDIT COMMITTEE'S APPOINTMENT OF ERNST & YOUNG LLP AS STEEL DYNAMICS INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR 2012. | ||
| For | TO APPROVE, BY AN ADVISORY VOTE, NAMED EXECUTIVE OFFICER COMPENSATION. | ||
| For | TO GIVE PROXIES DISCRETION TO VOTE ON ANY MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING. | ||
| Company Name | Meeting Date | CUSIP | Ticker |
| OPTIMER PHARMACEUTICALS, INC | 5/9/2012 | 68401H-104 | OPTR |
| DIRECTOR | |||
| For | 1) PEDRO LICHTINGER | ||
| 2) HENRY A. MCKINNELL | |||
| 3) PETER E. GREBOW | |||
| For | TO RATIFY THE SELECTION BY THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR ITS FISCAL YEAR ENDING DECEMBER 31, 2012. | ||
| For | TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THE PROXY STATEMENT. | ||
| For | TO APPROVE AND ADOPT OUR 2012 EQUITY INCENTIVE PLAN. | ||
| For | TO APPROVE AN AMENDMENT TO OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE AUTHORIZED NUMBER OF SHARES OF COMMON STOCK TO 150,000,000 SHARES FROM 75,000,000 SHARES. | ||
| Company Name | Meeting Date | CUSIP | Ticker |
| ALEXION PHARMACEUTICALS, INC | 5/7/2012 | 015351-109 | ALXN |
| DIRECTOR | |||
| For | 1) LEONARD BELL | ||
| 2) MAX LINK | |||
| 3) WILLIAM R. KELLER | |||
| 4) JOSEPH A. MADRI | |||
| 5) LARRY L. MATHIS | |||
| 6) R. DOUGLAS NORBY | |||
| 7) ALVIN S. PARVEN | |||
| 8) ANDREAS RUMMELT | |||
| 9) ANN M. VENEMAN | |||
| For | RATIFICATION OF APPOINTMENT BY THE BOARD OF DIRECTORS OF PRICEWATERHOUSECOOPERS LLP AS ALEXION'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. | ||
| For | APPROVAL OF A NON-BINDING ADVISORY VOTE OF THE COMPENSATION PAID TO ALEXION'S NAMED EXECUTIVE OFFICERS. | ||
| Company Name | Meeting Date | CUSIP | Ticker |
| THERAVANCE, INC | 5/15/2012 | 88338T-104 | THRX |
| DIRECTOR | |||
| For | 1) RICK E WINNINGHAM | ||
| 2) HENRIETTA HOLSMAN FORE | |||
| 3) ROBERT V. GUNDERSON, JR | |||
| 4) ARNOLD J. LEVINE, PH.D. | |||
| 5) BURTON G. MALKIEL, PH.D | |||
| 6) PETER S. RINGROSE, PH.D | |||
| 7) WILLIAM H. WALTRIP | |||
| 8) G.M. WHITESIDES, PH.D. | |||
| 9) WILLIAM D. YOUNG | |||
| For | APPROVE THE THERAVANCE, INC. 2012 EQUITY INCENTIVE PLAN. | ||
| For | APPROVE A NON-BINDING ADVISORY RESOLUTION REGARDING EXECUTIVE COMPENSATION. | ||
| For | RATIFY THE SELECTION BY THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2012. | ||
| For | APPROVE THE SALE AND ISSUANCE OF 10,000,000 SHARES OF THE COMPANY'S COMMON STOCK IN A PROPOSED PRIVATE PLACEMENT TO GLAXO GROUP LIMITED. | ||
| Company Name | Meeting Date | CUSIP | Ticker |
| RIGEL PHARMACEUTICALS, INC | 5/22/2012 | 766559-603 | RIGL |
| DIRECTOR | |||
| For | 1) JAMES M. GOWER | ||
| 2) GARY A. LYONS | |||
| 3) DONALD G. PAYAN, M.D. | |||
| For | APPROVAL OF INCREASE IN NUMBER OF AUTHORIZED SHARES OF COMMON STOCK | ||
| For | APPROVAL OF AMENDMENTS TO THE 2000 EQUITY INCENTIVE PLAN | ||
| For | APPROVAL OF AMENDMENTS TO THE 2011 EQUITY INCENTIVE PLAN | ||
| For | ADVISORY VOTE ON EXECUTIVE COMPENSATION | ||
| For | TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR ITS FISCAL YEAR ENDING DECEMBER 31, 2012 | ||
| Company Name | Meeting Date | CUSIP | Ticker |
| THE NAVIGATORS GROUP, INC | 5/24/2012 | 638904-102 | NAVG |
| DIRECTOR | |||
| For | 1) H.J. MERVYN BLAKENEY | ||
| 2) TERENCE N. DEEKS | |||
| 3) STANLEY A. GALANSKI | |||
| 4) GEOFFREY E. JOHNSON | |||
| 5) JOHN F. KIRBY | |||
| 6) ROBERT V. MENDELSOHN | |||
| 7) MARJORIE D. RAINES | |||
| 8) JANICE C. TOMLINSON | |||
| 9) MARC M. TRACT | |||
| For | PASS AN ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION. | ||
| For | RATIFY THE APPOINTMENT OF KPMG LLP AS THE INDEPENDENT AUDITORS OF THE COMPANY TO EXAMINE AND REPORT ON THE DECEMBER 31, 2012 FINANCIAL STATEMENTS. | ||
| Company Name | Meeting Date | CUSIP | Ticker |
| VERISIGN, INC | 5/24/2012 | 92343 E-102 | VRSN |
| DIRECTOR | |||
| For | 1) D. JAMES BIDZOS | ||
| 2) WILLIAM L. CHENEVICH | |||
| 3) KATHLEEN A. COTE | |||
| 4) ROGER H. MOORE | |||
| 5) JOHN D. ROACH | |||
| 6) LOUIS A. SIMPSON | |||
| 7) TIMOTHY TOMLINSON | |||
| For | TO APPROVE, ON AN ADVISORY BASIS, VERISIGN, INC.'S EXECUTIVE COMPENSATION. | ||
| For | TO RATIFY THE SELECTION OF KPMG LLP AS VERISIGN, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2012. | ||
| Company Name | Meeting Date | CUSIP | Ticker |
| TASER INTERNATIONAL, INC | 5/31/2012 | 87651B-104 | TASR |
| DIRECTOR | |||
| For | 1) MATTHEW R. MCBRADY | ||
| 2) RICHARD H. CARMONA | |||
| For | ADVISORY APPROVAL OF THE COMPANY'S EXECUTIVE COMPENSATION. | ||
| For | TO RATIFY APPOINTMENT OF GRANT THORNTON LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FOR FISCAL YEAR 2012. | ||
| Company Name | Meeting Date | CUSIP | Ticker |
| THE ULTIMATE SOFTWARE GROUP, INC | 5/18/2012 | 90385D-107 | ULTI |
| DIRECTOR | |||
| For | 1) RICK A. WILBER | ||
| 2) MARC D. SCHERR | |||
| 3) JAMES A. FITZPATRICK | |||
| For | TO RATIFY THE APPOINTMENT FOR KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2012. | ||
| For | TO APPROVE BY NON-BINDING ADVISORY VOTE THE COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS. | ||
| For | TO APPROVE THE AMENDED AND RESTATED 2005 EQUITY AND INCENTIVE PLAN AS PROPOSED TO BE AMENDED. | ||
| Against | STOCKHOLDER PROPOSAL REGARDING MAJORITY VOTING IN DIRECTOR ELECTIONS. | ||
| Company Name | Meeting Date | CUSIP | Ticker |
| CHIPOTLE MEXICAN GRILL, INC | 5/31/2012 | 169656-105 | CMG |
| DIRECTOR | |||
| For | 1) STEVE ELLS | ||
| 2) PATRICK J. FLYNN | |||
| For | AN ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR EXECUTIVE OFFICERS AS DISCLOSED IN OUR PROXY STATEMENT. | ||
| For | RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2012. | ||
| Against | PROPOSAL TO DECLASSIFY THE BOARD OF DIRECTORS. | ||
| Company Name | Meeting Date | CUSIP | Ticker |
| DUPONT FABROS TECHNOLOGY, INC | 5/30/2012 | 26613Q-106 | DFT |
| DIRECTOR | |||
| For | 1) MICHAEL A. COKE | ||
| 2) LAMMOT J. DU PONT | |||
| 3) THOMAS D. ECKERT | |||
| 4) HOSSEIN FATEH | |||
| 5) JONATHAN G. HEILIGER | |||
| 6) FREDERIC V. MALEK | |||
| 7) JOHN T. ROBERTS, JR. | |||
| 8) JOHN H. TOOLE | |||
| For | ADVISORY VOTE ON EXECUTIVE COMPENSATION (SAY-ON-PAY VOTE). | ||
| For | RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2012. | ||
| Company Name | Meeting Date | CUSIP | Ticker |
| TESLA MOTORS, INC | 6/6/2012 | 88160R-101 | TSLA |
| DIRECTOR | |||
| For | 1) ANTONIO J. GRACIAS | ||
| 2) KIMBAL MUSK | |||
| For | TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPER LLP AS TESLA'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2012. | ||
| Company Name | Meeting Date | CUSIP | Ticker |
| PORTFOLIO RECOVERY ASSOCIATES, INC | 5/23/2012 | 73640Q-105 | PRAA |
| DIRECTOR | |||
| For | 1) STEVEN D. FREDRICKSON | ||
| 2) PENELOPE W. KYLE | |||
| For | APPROVAL, ON A NON-BINDING ADVISORY BASIS, OF THE COMPANY'S EXECUTIVE COMPENSATION. | ||
| For | RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2012. | ||
| Company Name | Meeting Date | CUSIP | Ticker |
| LULILEMON ATHLETICA, INC | 6/6/2012 | 550021-109 | LULU |
| DIRECTOR | |||
| For | 1) CHRISTINE M. DAY | ||
| 2) MARTHA A.M. MORFITT | |||
| 3) RHODA M. PITCHER | |||
| 4) EMILY WHITE | |||
| 5) JERRY STRITZKE | |||
| For | TO APPROVE THE PERFORMANCE-BASED EQUITY INCENTIVE PROVISIONS IN THE 2007 EQUITY INCENTIVE PLAN, AS AMENDED, AS REQUIRED BY SECTION 162(M) OF THE INTERNAL REVENUE CODE. | ||
| For | TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING FEBRUARY 3, 2013. | ||
| Company Name | Meeting Date | CUSIP | Ticker |
| SYNTEL, INC | 6/5/2012 | 87162H-103 | SYNT |
| DIRECTOR | |||
| For | 1) PARITOSH K. CHOKSI | ||
| 2) BHARAT DESAI | |||
| 3) THOMAS DOKE | |||
| 4) RAJESH MASHRUWALA | |||
| 5) GEORGE R. MRKONIC, JR. | |||
| 6) PRASHANT RANADE | |||
| 7) NEERJA SETHI | |||
| For | PROPOSAL TO RATIFY CROWE HORWATH LLP AS SYNTEL'S INDEPENDENT PUBLIC ACCOUNTING FIRM FOR 2012. | ||
| Company Name | Meeting Date | CUSIP | Ticker |
| EXPEDIA, INC | 6/5/2012 | 30212P-303 | EXPE |
| DIRECTOR | |||
| For | 1) A. GEORGE "SKIP" BATTLE | ||
| 2) BARRY DILLER | |||
| 3) JONATHAN L. DOLGEN | |||
| 4) WILLIAM R. FITZGERALD | |||
| 5) CRAIG A. JACOBSON | |||
| 6) VICTOR A. KAUFMAN | |||
| 7) PETER M. KERN | |||
| 8) DARA KHOSROWSHAHI | |||
| 9) JOHN C. MALONE | |||
| 10) JOSE A. TAZON | |||
| For | RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP AS EXPEDIA'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2012. | ||
| Company Name | Meeting Date | CUSIP | Ticker |
| SOURCEFIRE, INC | 5/31/2012 | 83616T-108 | FIRE |
| DIRECTOR | |||
| For | 1) MICHAEL CRISTINZIANO | ||
| 2) CHARLES E. PETERS, JR. | |||
| 3) STEVEN R. POLK | |||
| For | ADVISORY APPROVAL OF THE COMPANY'S EXECUTIVE COMPENSATION. | ||
| For | RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS OF THE COMPANY FOR ITS FISCAL YEAR ENDING DECEMBER 31, 2012. | ||
| Company Name | Meeting Date | CUSIP | Ticker |
| EQUITY RESIDENTIAL | 6/21/2012 | 29476L-107 | EQR |
| DIRECTOR | |||
| For | 1) JOHN W. ALEXANDER | ||
| 2) CHARLES L. ATWOOD | |||
| 3) LINDA WALKER BYNOE | |||
| 4) MARY KAY HABEN | |||
| 5) BRADLEY A. KEYWELL | |||
| 6) JOHN E. NEAL | |||
| 7) DAVID J. NEITHERCUT | |||
| 8) MARK S. SHAPIRO | |||
| 9) GERALD A. SPECTOR | |||
| 10) B. JOSEPH WHITE | |||
| 11) SAMUEL ZELL | |||
| For | RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT AUDITOR FOR THE YEAR ENDING DECEMBER 31, 2012. | ||
| For | ADVISORY APPROVAL OF EXECUTIVE COMPENSATION. | ||
| Against | SHAREHOLDER PROPOSAL RELATING TO SUSTAINABILITY REPORTING. | ||
| Company Name | Meeting Date | CUSIP | Ticker |
| SYKES INTERNATIONAL, INCORP | 5/17/2012 | 871237-103 | SYKE |
| DIRECTOR | |||
| For | 1) CHARLES E. SYKES | ||
| 2) WILLIAM J. MEURER | |||
| For | NON-BINDING ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION | ||
| For | TO APPROVE THE FIFTH AMENDED AND RESTATED 2004 NON-EMPLOYEE DIRECTOR FEE PLAN | ||
| For | TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS OF THE COMPANY | ||
| Company Name | Meeting Date | CUSIP | Ticker |
| CTC MEDIA, INC | 4/27/2012 | CTCM | |
| NOT VOTED | |||
| Company Name | Meeting Date | CUSIP | Ticker |
| ARES CAPITAL CORPORATION | 6/4/2012 | 04010L-103 | ARCC |
| DIRECTOR | |||
| For | 1) GREGORY W. PENSKE | ||
| 2) ROBERT L. ROSEN | |||
| 3) BENNETT ROSENTHAL | |||
| For | TO RATIFY THE SELECTION OF KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2012. | ||
| For | TO AUTHORIZE THE COMPANY, WITH THE APPROVAL OF ITS BOARD OF DIRECTORS, TO SELL OR OTHERWISE ISSUE SHARES OF ITS COMMON STOCK AT A PRICE BELOW ITS THEN CURRENT NET ASSET VALUE PER SHARE SUBJECT TO THE LIMITATIONS SET FORTH IN THE PROXY STATEMENT FOR THE 2012 ANNUAL MEETING OF STOCKHOLDERS, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. | ||
| Company Name | Meeting Date | CUSIP | Ticker |
| VOCUS, INC. | 6/7/2012 | 92858J-108 | VOCS |
| DIRECTOR | |||
| For | 1) GARY GOLDING | ||
| For | PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF OUR COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2012. | ||
| For | TO APPROVE, BY NON-BINDING ADVISORY VOTE, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. | ||
| Company Name | Meeting Date | CUSIP | Ticker |
| NETFLIX, INC. | 6/1/2012 | 64110L-106 | NFLX |
| DIRECTOR | |||
| For | 1) RICHARD N. BARTON | ||
| For | TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2012. | ||
| For | ADVISORY APPROVAL OF THE COMPANY'S EXECUTIVE OFFICER COMPENSATION. | ||
| Against | CONSIDERATION OF A STOCKHOLDER PROPOSAL IF PROPERLY BROUGHT BEFORE THE MEETING TO REPEAL THE COMPANY'S CLASSIFIED BOARD. | ||
| Against | CONSIDERATION OF A STOCKHOLDER PROPOSAL IF PROPERLY BROUGHT BEFORE THE MEETING REGARDING SPECIAL SHAREOWNERS MEETINGS. | ||
| Company Name | Meeting Date | CUSIP | Ticker |
| SOHU.COM INC. | 6/15/2012 | 83408W-103 | SOHU |
| DIRECTOR | |||
| For | 1) DR. EDWARD B. ROBERTS | ||
| 2) DR. ZHONGHAN DENG | |||
| For | TO VOTE ON AN ADVISORY RESOLUTION APPROVING OUR EXECUTIVE COMPENSATION. | ||
| For | TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS ZHONG TIAN CPAS LIMITED COMPANY AS OUR INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2012. | ||
| Company Name | Meeting Date | CUSIP | Ticker |
| RIVERBED TECHNOLOGY, INC. | 5/30/2012 | 768573-107 | RVBD |
| For | ELECTION OF DIRECTOR: MICHAEL BOUSTRIDGE | ||
| For | ELECTION OF DIRECTOR: JERRY M. KENNELLY | ||
| For | TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF RIVERBED TECHNOLOGY, INC. FOR ITS FISCAL YEAR ENDING DECEMBER 31, 2012. | ||
| For | TO APPROVE, ON A NON-BINDING ADVISORY BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THE PROXY STATEMENT. | ||
| Company Name | Meeting Date | CUSIP | Ticker |
| COSTAR GROUP, INC. | 6/5/2012 | 22160N-109 | CSGP |
| DIRECTOR | |||
| For | 1) MICHAEL R. KLEIN | ||
| 2) ANDREW C. FLORANCE | |||
| 3) DAVID BONDERMAN | |||
| 4) MICHAEL J. GLOSSERMAN | |||
| 5) WARREN H. HABER | |||
| 6) CHRISTOPHER J. NASSETTA | |||
| 7) DAVID J. STEINBERG | |||
| For | PROPOSAL TO APPROVE AN AMENDMENT TO THE COSTAR GROUP, INC. RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE AUTHORIZED NUMBER OF SHARES OF COMMON STOCK BY 30,000,000 SHARES. | ||
| For | PROPOSAL TO APPROVE THE QUALIFYING PERFORMANCE CRITERIA UNDER THE COSTAR GROUP, INC. 2007 STOCK INCENTIVE PLAN, AS AMENDED. | ||
| For | PROPOSAL TO APPROVE AN AMENDMENT TO THE COSTAR GROUP, INC. 2007 STOCK INCENTIVE PLAN, AS AMENDED, TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK ISSUABLE UNDER THE PLAN BY 900,000 SHARES. | ||
| For | PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2012. | ||
| For | PROPOSAL TO APPROVE, ON AN ADVISORY BASIS, THE COMPANY'S EXECUTIVE COMPENSATION. | ||
| Company Name | Meeting Date | CUSIP | Ticker |
| IPG PHOTONICS CORPORATION | 6/5/2012 | 44980X-109 | IPGP |
| DIRECTOR | |||
| For | 1) V.P. GAPONTSEV, PH.D. | ||
| 2) E. SCHERBAKOV, PH.D. | |||
| 3) IGOR SAMARTSEV | |||
| 4) ROBERT A. BLAIR | |||
| 5) MICHAEL C. CHILD | |||
| 6) MICHAEL R. KAMPFE | |||
| 7) HENRY E. GAUTHIER | |||
| 8) WILLIAM S. HURLEY | |||
| 9) W.F. KRUPKE, PH.D. | |||
| For | TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF IPG PHOTONICS CORPORATION FOR 2012. | ||
| Company Name | Meeting Date | CUSIP | Ticker |
| LSB INDUSTRIES, INC. | 5/24/2012 | 502160-104 | LSB |
| DIRECTOR | |||
| For | 1) ROBERT C. BROWN | ||
| 2) BARRY H. GOLSEN | |||
| 3) DAVID R. GOSS | |||
| 4) GAIL P. LAPIDUS | |||
| 5) JOHN A. SHELLEY | |||
| For | PROPOSAL TO RATIFY INDEPENDENT PUBLIC ACCOUNTING FIRM FOR 2012. | ||
| For | SAY ON PAY - AN ADVISORY VOTE ON THE APPROVAL OF EXECUTIVE COMPENSATION. | ||
| Company Name | Meeting Date | CUSIP | Ticker |
| HERCULES TECHNOLOGY GROWTH CAP INC | 5/30/2012 | 427096-508 | HTGC |
| For | DIRECTOR 1) ALLYN C. WOODWARD, JR. | ||
| For | TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP TO SERVE AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2012. | ||
| For | ADVISORY VOTE TO APPROVE THE COMPANY'S NAMED EXECUTIVE OFFICER COMPENSATION. | ||
| For | TO APPROVE A PROPOSAL TO AUTHORIZE THE COMPANY, WITH THE APPROVAL OF THE COMPANY'S BOARD OF DIRECTORS, TO SELL OR OTHERWISE ISSUE UP TO 20% OF THE COMPANY'S OUTSTANDING COMMON STOCK AT A PRICE BELOW THE COMPANY'S THEN CURRENT NET ASSET VALUE PER SHARE. | ||
| For | TO AUTHORIZE THE COMPANY, WITH APPROVAL OF BOARD OF DIRECTORS, TO OFFER AND ISSUE DEBT WITH WARRANTS OR DEBT CONVERTIBLE INTO SHARES OF ITS COMMON STOCK AT AN EXERCISE OR CONVERSION PRICE THAT, AT THE TIME SUCH WARRANTS OR CONVERTIBLE DEBT ARE ISSUED, WILL NOT BE LESS THAN THE MARKET VALUE PER SHARE BUT MAY BE BELOW THE COMPANY'S THEN CURRENT NET ASSET VALUE PER SHARE. | ||
| Company Name | Meeting Date | CUSIP | Ticker |
| IROBOT CORPORATION | 5/22/2012 | 462726-100 | IRBT |
| DIRECTOR | |||
| For | 1) COLIN M. ANGLE | ||
| 2) RONALD CHWANG, PH.D. | |||
| 3) PAUL J. KERN | |||
| 4) DEBORAH G. ELLINGER | |||
| For | TO RATIFY THE APPOINTMENT OF THE FIRM OF PRICEWATERHOUSECOOPERS LLP AS AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 29, 2012. | ||
| For | TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. | ||
| Company Name | Meeting Date | CUSIP | Ticker |
| LAS VEGAS SANDS CORP. | 6/7/2012 | 517834-107 | LVS |
| DIRECTOR | |||
| For | 1) JASON N. ADER | ||
| 2) MICHAEL A. LEVEN | |||
| 3) JEFFREY H. SCHWARTZ | |||
| For | TO CONSIDER AND ACT UPON THE RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. | ||
| For | TO CONSIDER AND ACT UPON AN ADVISORY (NON-BINDING) PROPOSAL ON THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. | ||
| Company Name | Meeting Date | CUSIP | Ticker |
| TITAN MACHINERY, INC | 6/1/2012 | 88830R-101 | TITN |
| DIRECTOR | |||
| For | 1) PETER CHRISTIANSON | ||
| 2) JAMES WILLIAMS | |||
| For | RATIFY APPOINTMENT OF EIDE BAILLY LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JANUARY 31, 2013. | ||
| For | AN ADVISORY NON-BINDING VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. | ||
| For | AMEND THE TITAN MACHINERY INC. CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK TO 45,000,000. | ||
| Company Name | Meeting Date | CUSIP | Ticker |
| REGENERON PHARMACEUTICALS, INC | 6/8/2012 | 75886F-107 | REGN |
| DIRECTOR | |||
| For | 1) CHARLES A. BAKER | ||
| 2) MICHAEL S. BROWN, M.D. | |||
| 3) MICHAEL S. BROWN, M.D. | |||
| 4) GEORGE L. SING | |||
| 5) MARC TESSIER-LAVIGNE | |||
| For | PROPOSAL TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2012. | ||
| Company Name | Meeting Date | CUSIP | Ticker |
| IPC THE HOSPITALIST COMPANY, INC | 6/7/2012 | 44984A-105 | IPCM |
| DIRECTOR | |||
| For | 1) MARK J. BROOKS | ||
| 2) WOODRIN GROSSMAN | |||
| 3) R. JEFFREY TAYLOR | |||
| For | RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2012. | ||
| For | SAY ON PAY - A NON-BINDING ADVISORY VOTE ON THE APPROVAL OF EXECUTIVE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. | ||
| For | APPROVAL OF THE IPC THE HOSPITALIST COMPANY, INC. 2012 EQUITY PARTICIPATION PLAN. | ||
| For | APPROVAL OF THE IPC THE HOSPITALIST COMPANY, INC. INCENTIVE PLAN. | ||
| Company Name | Meeting Date | CUSIP | Ticker |
| EXLSERVICE HOLDINGS, INC. | 6/15/2012 | 302081-104 | EXLS |
| For | DIRECTOR 1) STEVEN B. GRUBER 2) DR. MOHANBIR SAWHNEY 3) GAREN K. STAGLIN | ||
| For | TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY. | ||
| For | TO APPROVE THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS OF THE COMPANY. | ||
| Company Name | Meeting Date | CUSIP | Ticker |
| TRIPADVISOR, INC. | 6/26/2012 | 896945-201 | TRIP |
| For | DIRECTOR | ||
| BARRY DILLER | |||
| STEPHEN KAUFER | |||
| WILLIAM R. FITZGERALD | |||
| VICTOR A. KAUFMAN | |||
| DARA KHOSROWSHAHI | |||
| JONATHAN F. MILLER | |||
| JEREMY PHILIPS | |||
| SUKHINDER SINGH CASSIDY | |||
| ROBERT S. WIESENTHAL | |||
| MICHAEL P. ZEISSER | |||
| For | TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS TRIPADVISOR'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2012. | ||
| For | TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF TRIPADVISOR'S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT. | ||
| 3 yrs | TO APPROVE, ON AN ADVISORY BASIS, THE FREQUENCY OF FUTURE ADVISORY RESOLUTIONS TO APPROVE THE COMPENSATION OF TRIPADVISOR'S NAMED EXECUTIVE OFFICERS. | ||
| Company Name | Meeting Date | CUSIP | Ticker |
| 6/21/2012 | 38259P-508 | GOOG | |
| For | ELECTION OF DIRECTORS. NOMINEES: | ||
| LARRY PAGE | |||
| SERGEY BRIN | |||
| ERIC E. SCHMIDT | |||
| L. JOHN DOERR | |||
| DIANE B. GREENE | |||
| JOHN L. HENNESSY | |||
| ANN MATHER | |||
| PAUL S. OTELLINI | |||
| K. RAM SHRIRAM | |||
| SHIRLEY M. TILGHMAN | |||
| For | THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS GOOGLE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2012. | ||
| For | PROPOSAL 3 - THE APPROVAL OF THE ADOPTION OF GOOGLE'S FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION*: | ||
| For | THE APPROVAL OF THE ADOPTION OF AMENDMENTS TO GOOGLE'S THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO ESTABLISH THE CLASS C CAPITAL STOCK AND TO MAKE CERTAIN CLARIFYING CHANGES. | ||
| For | THE APPROVAL OF THE ADOPTION OF AMENDMENTS TO GOOGLE'S THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF CLASS A COMMON STOCK FROM 6 BILLION TO 9 BILLION. | ||
| For | THE APPROVAL OF GOOGLE'S 2012 STOCK PLAN. | ||
| For | THE APPROVAL OF GOOGLE'S 2012 INCENTIVE COMPENSATION PLAN FOR EMPLOYEES AND CONSULTANTS OF MOTOROLA MOBILITY. | ||
| Against | A STOCKHOLDER PROPOSAL REGARDING AN ADVISORY VOTE ON POLITICAL CONTRIBUTIONS, IF PROPERLY PRESENTED AT THE MEETING. | ||
| Against | A STOCKHOLDER PROPOSAL REGARDING MANDATORY ARBITRATION OF CERTAIN SHAREHOLDER CLAIMS, IF PROPERLY PRESENTED AT THE MEETING. | ||
| �� | |||
| Against | A STOCKHOLDER PROPOSAL REGARDING EQUAL SHAREHOLDER VOTING, IF PROPERLY PRESENTED AT THE MEETING. | ||
| Company Name | Meeting Date | CUSIP | Ticker |
| GUESS | 6/21/2012 | 401617-105 | GES |
| FOR | DIRECTOR | ||
| GIANLUCA BOLLA | |||
| FOR | APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE COMPANY'S EMPLOYEE STOCK PURCHASE PLAN. | ||
| FOR | RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING FEBRUARY 2, 2013. | ||
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) EntrepreneurShares Series Trust
| By (Signature and Title) | /s/ Dr. Joel Shulman |
| Dr. Joel Shulman | |
| Principal Executive Officer |
Date 7/23/12