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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT
INVESTMENT COMPANY
| |
Investment Company Act file number | 811-00082 |
| |
| | | |
CGM TRUST |
(Exact name of registrant as specified in charter) |
|
One International Place, Boston, MA | 02110 |
(Address of principal executive offices) | (Zip code) |
|
Barry N. Hurwitz, Esq.
Bingham McCutchen LLP, One Federal St., Boston, MA 02110 |
(Name and address of agent for service) |
|
Registrant's telephone number, including area code: | 617-737-3225 |
|
Date of fiscal year end: | 12/31 |
|
Date of reporting period: | 7/1/11 -- 6/30/12 |
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 (Sections 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, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. Section 3507.
| |
SEC 2451 (4-03) | PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER. |
CGM Trust - File No. 811-82
CGM Mutual Fund
| | | | | | | | |
Issuer | Ticker | CUSIP | Meeting
Date | Matter
Voted On | Proposed
By Issuer or
Security Holder | Was
Vote
Cast | Actual
Vote | For or
Against
Mgt. |
| | | | | | | | |
Bank of America | BAC | 060505104 | 5/9/12 | 1. Elect 12 directors: a. Mukesh D. Ambani, b. Susan S. Bies, c. Frank P Bramble, Sr., d. Virgis W. Colbert, e. Charles K. Gifford, f. Charles O. Holliday, Jr., g. Monica C. Lozano, h. Thomas J. May, i. Brian T. Moynihan, j. Donald E. Powell, k. Charles O. Rossotti and l. Robert W. Scully | Issuer | Yes | For | For |
| | | | 2. Advisory (non-binding) "say on pay" vote to approve executive compensation | Issuer | Yes | For | For |
| | | | 3. Ratify the appointment of the registered independent public accounting firm for 2012 | Issuer | Yes | For | For |
| | | | 4. Stockholder proposal - Disclosure of Government Employment | Security Holder | Yes | Against | For |
| | | | 5. Stockholder Proposal - Grassroots and Other Lobbying | Security Holder | Yes | Against | For |
| | | | 6. Stockholder Proposal - Executives to Retain Significant Stock | Security Holder | Yes | Against | For |
| | | | 7. Stockholder Proposal - Mortgage Servicing Operations | Security Holder | Yes | Against | For |
| | | | 8. Stockholder Proposal - Prohibition on Political Spending | Security Holder | Yes | Against | For |
| | | | | | | | |
Citigroup Inc. | C | 172967424 | 4/17/12 | 1. Elect 12 directors: a. Franz B. Humer, b. Robert L. Joss, c. Michael E. O'Neill, d. Vikram S. Pandit, e. Lawrence R. Ricciardi, f. Judith Rodin, g. Robert L. Ryan, h. Anthony M. Santomero, i. Joan E. Spero, j. Diana L. Taylor, k. William S. Thompson, Jr. and l. Ernesto Zedilllo Ponce de Leon | Issuer | Yes | For | For |
| | | | 2. Ratify the selection of KPMG LLP as Citi's independent registered public accounting firm for 2012 | Issuer | Yes | For | For |
| | | | 3. Approve an amendment to the Citigroup 2009 Stock Incentive Plan | Issuer | Yes | For | For |
| | | | 4. Advisory Approval of Citi's 2011 Executive Compensation | Issuer | Yes | For | For |
| | | | 5. Stockholder proposal requesting a report on prior governmental service of certain individuals | Security Holder | Yes | Against | For |
| | | | 6. Stockholder proposal requesting a report on lobbying and political contributions. | Security Holder | Yes | Against | For |
| | | | 7. Stockholder proposal requesting that executives retain 25% of their stock for one year following termination | Security Holder | Yes | Against | For |
| | | | 8. Stockholder proposal requesting that the Audit Committee conduct an independent review and report on controls related to loans, foreclosures, and securitizations | Security Holder | Yes | Against | For |
| | | | | | | | |
Cummins Inc. | CMI | 231021106 | 5/8/12 | 1. Elect nine directors: 1. N. Thomas Linebarger, 2. William I. Miller, 3. Alexis M. Herman, 4. Georgia R. Nelson, 5. Carl Ware, 6. Robert K. Herdman, 7. Robert J. Bernhard, 8. Dr. Franklin R. Chang Diaz and 9. Stephen B. Dobbs | Issuer | Yes | For | For |
| | | | 10. Advisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement | Issuer | Yes | For | For |
| | | | 11. Ratify the appointment of PricewaterhouseCoopers LLP as auditors for 2012 | Issuer | Yes | For | For |
| | | | | | | | |
| | | | 12. Approve the Cummins Inc. 2012 Omnibus Incentive Plan | Issuer | Yes | For | For |
| | | | 13. Approve the Cummins Inc. Employee Stock Purchase Plan | Issuer | Yes | For | For |
| | | | 14. Amend Cummins Inc.'s by-laws to allow shareholders who have a 25% net long position in the Common Stock to call special shareholder meetings | Issuer | Yes | For | For |
| | | | | | | | |
Deere & Company | DE | 244199105 | 2/29/12 | 1. Elect nine directors: a. Crandall C. Bowles, b. Vance D. Coffman, c. Charles O. Holiday, Jr., d. Dipak C. Jain, e. Clayton M. Jones, f. Joachim Milberg, g. Richard B. Myers, h. Thomas H. Patrick and i. Sherry M. Smith | Issuer | Yes | For | For |
| | | | 2. Approve non-binding vote on executive compensation | Issuer | Yes | For | For |
| | | | 3. Approve the Nonemployee Director Stock Ownership Plan | Issuer | Yes | For | For |
| | | | 4. Ratify the appointment of Deloitte & Touche LLP as Deere's independent registered public accounting firm for fiscal 2012 | Issuer | Yes | For | For |
| | | | | | | | |
Delta Air Lines, Inc. | DAL | 247361702 | 6/15/12 | 1. Elect 12 directors: a. Richard H. Anderson, b. Edward H. Bastian, c. Roy J. Bostock, d. John S. Brinzo, e. Daniel A. Carp, f. David G. Dewalt, g. Mickey P. Foret, h. Shirley C. Franklin, i. David R. Goode, j. Paula Rosput Reynolds, k. Kenneth C. Rogers and l. Kenneth B. Woodrow | Issuer | Yes | For | For |
| | | | 2. Approve, on an advisory basis, the compensation of Delta's named executive officers | Issuer | Yes | For | For |
| | | | 3. Re-approve the performance goals under the Delta Air Lines, Inc. 2007 Performance Compensation Plan | Issuer | Yes | For | For |
| | | | 4. Ratify the appointment of Ernst & Young LLP as Delta's independent auditors for the year ending December 31, 2012 | Issuer | Yes | For | For |
| | | | | | | | |
Herbalife Ltd. | HLF | G4412G101 | 4/26/12 | 1. Elect two directors: Pedro Cardoso and Columbe M. Nicholas | Issuer | Yes | For | For |
| | | | 2. Vote to advise as to the company's executive compensation | Issuer | Yes | For | For |
| | | | 3. Vote to ratify the appointment of the company's independent registered public accountants for fiscal 2012 | Issuer | Yes | For | For |
| | | | | | | | |
Lorillard, Inc | LO | 544147101 | 5/17/12 | 1.1 Elect Class 1 Director: Robert C. Almon | Issuer | Yes | For | For |
| | | | 1.2 Elect Class 1 Director: Kit D. Dietz | Issuer | Yes | For | For |
| | | | 2. Advisory vote to approve the company's executive compensation | Issuer | Yes | For | For |
| | | | 3. Approve the Lorillar, Inc. Employee Stock Purchase Plan | Issuer | Yes | For | For |
| | | | 4. Ratify the selection of Deloitte & Touche LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2012 | Issuer | Yes | For | For |
| | | | 4. Approve the shareholder proposal on reporting political contributions and expenditures | Security Holder | Yes | Against | For |
| | | | | | | | |
Morgan Stanley | MS | 617446448 | 5/15/12 | 1. Elect 13 directors: a. Roy J. Bostock, b. Erskine B. Bowles, c. Howard J. Davies, d. James P. Gorman, e. C. Robert Kidder, f. Klaus Kleinfeld, g. Donald T. Nicholaisen, h. Hutham S. Olayan, i. James W. Owens, j. O. Griffith Sexton, k. Ryosuke Tamakoshi, l. Masaaki Tanaka and m. Laura D. Tyson | Issuer | Yes | For | For |
| | | | | | | | |
| | | | 2. Ratify the appointment of Deloitte & Touche LLP as independent auditor | Issuer | Yes | For | For |
| | | | 3. Amend the 2007 Equity Incentive Compensation Plan | Issuer | Yes | For | For |
| | | | 4. Amend the Directors' Equity Capital Accumulation Plan | Issuer | Yes | For | For |
| | | | 5. Approve the compensation of executives as disclosed in the proxy statement (non-binding advisory resolution) | Issuer | Yes | For | For |
| | | | | | | | |
National Oilwell Varco, Inc. | NOV | 637071101 | 5/16/12 | 1. Elect three directors: a. Merrill A. Miller, Jr., b. Greg L. Armstrong and c. David D. Harrison | Issuer | Yes | For | For |
| | | | 2. Ratify independent auditors | Issuer | Yes | For | For |
| | | | 3. Approve, by non-binding vote, the compensation of our named executive officers | Issuer | Yes | For | For |
| | | | 4. Stockholder proposal regarding report on political contributions and expenditures | Security Holder | Yes | Against | For |
| | | | | | | | |
Nike, Inc. | NKE | 654106103 | 9/19/11 | 1. Elect three directors: 1. Alan B. Graf, Jr., 2. John C. Lechleiter and 3. Phyllis M. Wise | Issuer | Yes | For | For |
| | | | 2. Hold an advisory vote on executive compensation | Issuer | Yes | For | For |
| | | | 3. Hold an advisory vote on the frequency of future advisory votes on executive compensation - 1 year | Issuer | Yes | For | For |
| | | | 4. Ratify the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm | Issuer | Yes | For | For |
| | | | | | | | |
Philip Morris International Inc. | PM | 718172109 | 5/9/12 | 1. Elect 12 directors: a. Harold Brown, b. Mathis Cabiallavetta, c. Louis C. Camilleri, d. J. Dudley Fishburn, e. Jennifer Li, f. Graham MacKay, g. Sergio Marchionne, h. Kalpana Morparia, i. Lucio A Noto, j. Robert B. Polet, k. Carlos Slim Helu and l. Stephen M. Wolf | Issuer | Yes | For | For |
| | | | 2. Ratify the selection of independent auditors | Issuer | Yes | For | For |
| | | | 3. Advisory Resolution to approve executive compensation | Issuer | Yes | For | For |
| | | | 4. Approve the Philip Morris International Inc. 2012 Performance Incentive Plan | Issuer | Yes | For | For |
| | | | 5. Stockholder proposal regarding independent board chair | Security Holder | Yes | Against | For |
| | | | 6. Stockholder proposal regarding creation of an independent Ethics Committee | Security Holder | Yes | Against | For |
| | | | | | | | |
United Continental Holdings, Inc. | UAL | 910047109 | 6/12/12 | 1. Elect 11 directors: 1. Carolyn Corvi, 2. Jane C. Garvey, 3. Walter Isaacson 4. Henry L. Meyer III, 5. Oscar Munoz, 6. Laurence E. Simmons, 7. Jeffery A. Smisek, 8. Glenn F. Tilton, 9. David J. Vitale, 10. John H. Walker and 11. Charles A. Yamarone | Issuer | Yes | For | For |
| | | | 2. Ratify the appointment of Ernst & Young LLP as the company's independent registered public accounting firm | Issuer | Yes | For | For |
| | | | 3. Advisory resolution approving the compensation of the named executive officers | Issuer | Yes | For | For |
| | | | | | | | |
Western Digital Corporation | WDC | 958102105 | 11/10/11 | 1. Elect ten directors: A. Kathleen A. Cote, B. John F. Coyne, C. Henry T. Denero, D. William L. Kimsey, E. Michael D. Lambert, F. Len J. Lauer, G. Matthew E. Massengill, H. Roger H. Moore, I. Thomas E. Pardun, and J. Arif Shakeel | Issuer | Yes | For | For |
| | | | | | | | |
| | | | 2. Approve on an advisory basis the named executive officer compensation | Issuer | Yes | For | For |
| | | | 3. Approve on an advisory basis the frequency of future advisory votes on named executive officer compensation - one year | Issuer | Yes | For | For |
| | | | 4. Ratify the appointment of KPMG LLP as the independent registered public accounting firm for Western Digital Corporation for the fiscal year ending June 29, 2012 | Issuer | Yes | For | For |
| | | | | | | | |
Whirlpool Corporation | WHR | 963320106 | 4/17/12 | 1. Elect 12 directors: a. Samuel R. Allen, b. Gary T. DiCamillo, c. Jeff M. Fettig, d. Kathleen J. Hempel, e. Michael F. Johnston, f. William T. Kerr, g. John D. Liu, h. Harish Manwani, i. Miles L. Marsh, j. William D. Perez, k.Michael A. Todman and l. Michael E. White | Issuer | Yes | For | For |
| | | | 2. Advisory vote to approve Whirlpool's executive compensation | Issuer | Yes | For | For |
| | | | 3. Ratify the appointment of Ernst & Young LLP as Whirlpool's independent registered public accounting firm for 2012 | Issuer | Yes | For | For |
| | | | 4. Stockholder proposal, if properly presented at the meeting, requiring shareholder approval of future benefits payable upon the death of a senior executive | Security Holder | Yes | Against | For |
| | | | | | | | |
Issuer | Ticker | CUSIP | Meeting
Date | Matter
Voted On | Proposed
By Issuer or
Security Holder | Was
Vote
Cast | Actual
Vote | For or
Against
Mgt. |
| | | | | | | | |
AvalonBay Communities, Inc. | AVB | 053484101 | 5/23/12 | 1. Elect nine directors: 1. Bryce Blair, 2. Alan B. Buckelew, 3. Bruce A. Choate, 4. John J. Healy, Jr.,5, Timoth J. Naughton, 6. Lance R. Primis, 7. Peter S. Rummel, 8. H. Jay Sarles and 9. W. Edward Walter | Issuer | Yes | For | For |
| | | | 2. Ratify the selection of Ernst & Young LLP as the company's independent auditors for the year ending December 31, 2012 | Issuer | Yes | For | For |
| | | | 3. Adopt a resolution approving, on a non-binding advisory basis, the compensation paid to the company's named executive officers, as disclosed pursuant to item 402 of Regulation S-K, including the compensation discussion and analysis, compensation tables and narrative discussion set forth in the proxy statement | Issuer | Yes | For | For |
| | | | 4. Stockholder proposal concerning the preparation of a sustainability report | Security Holder | Yes | Against | For |
| | | | | | | | |
Boston Properties, Inc. | BXP | 101121101 | 5/15/12 | 1. Elect seven directors: A. Lawrence S. Bacow, B. Zoe Baird Budinger, C. Douglas T. Linde, D. Matthew J. Lustig, E. Alan J. Patricof, F. Martin Turchin and G. David A. Twardock | Issuer | Yes | For | For |
| | | | 2. Approve, by non-binding resolution, the company's named executive officer compensation | Issuer | Yes | For | For |
| | | | 3. Approve the Boston Properties, Inc. 2012 Stock Option and Incentive Plan | Issuer | Yes | For | For |
| | | | 4. Ratify the Audit Committee's appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2012 | Issuer | Yes | For | For |
| | | | | | | | |
Camden Property Trust | CPT | 133131102 | 5/11/12 | 1. Elect ten directors: 1. Richard J. Campo, 2. Scott S. Ingraham, 3. Lewis A. Levey, 4. William B. McGuire, Jr., 5. William F. Paulsen, 6. D. Keith Oden, 7. F. Gardner Parker, 8. F. A. Sevilla-Sacasa, 9. Steven A. Webster and 10. Kelvin R. Westbrook | Issuer | Yes | For | For |
| | | | 2. Ratify Deloitte & Touche LLP as the independent registered public accounting firm | Issuer | Yes | For | For |
| | | | 3. Approve an amendment to the Amended and Restated Declaration of Trust to increase the authorized number of common shares that may be issued from 100,000,000 to 175,000,000 | Issuer | Yes | For | For |
| | | | 4. Approve, by an advisory vote, executive compensation | Issuer | Yes | For | For |
| | | | | | | | |
CBRE Group, Inc. | CBG | 12504L109 | 5/8/12 | 1. Elect ten directors: 1. Richard C. Blum, 2. Curtis F. Feeny, 3. Bradford M. Freeman, 4. Michael Kantor, 5. Frederic V. Malek, 6. Jane J. Su, 7. Laura D. Tyson, 8. Brett White, 9. Gary L. Wilson and 10. Ray Wirta | Issuer | Yes | For | For |
| | | | 2. Ratify KPMG LLP as our independent registered public accounting firm | Issuer | Yes | For | For |
| | | | 3. Approve an advisory resolution approving executive compensation | Issuer | Yes | For | For |
| | | | 4. Approve the 2012 Equity Incentive Plan | Issuer | Yes | For | For |
| | | | | | | | |
DiamondRock Hospitality Company | DRH | 252784301 | 4/25/12 | 1. Elect seven directors: 1. William W. McCarten, 2. Daniel J. Altobello, 3. W. Robert Grafton, 4. Maureen L. McAvey, 5. Gilbert T. Ray, 6. John L. Williams and 7. Mark W. Brugger | Issuer | Yes | For | For |
| | | | 2. Approve, on a non-binding, advisory basis, the compensation of the named executive officers, as disclosed in the proxy statement | Issuer | Yes | For | For |
| | | | 3. Ratify the appointment of KPMG LLP as the independent auditors for DiamndRock Hospitality Company for the fiscal year ending December 31, 2012 | Issuer | Yes | For | For |
| | | | | | | | |
Digital Realty Trust, Inc. | DLR | 253868103 | 4/23/12 | 1. Elect six directors: a. Michael F. Foust, b. Laurence A. Chapman, c. Kathleen Earley, d. Ruann F. Ernst, Ph.D., e. Dennis E. Singleton, f. Robert H. Zerbst | Issuer | Yes | For | For |
| | | | 2. Ratify the selection of KPMG LLP as the company's independent registered public accounting firm for the year ending December 31, 2012 | Issuer | Yes | For | For |
| | | | 3. Approve, on a non-binding, advisory basis, the compensation of our named executive officers | Issuer | Yes | For | For |
| | | | | | | | |
Equity Residential | EQR | 29476L107 | 6/21/12 | 1. Elect 11 directors: 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 and 11. Samuel Zell | Issuer | Yes | For | For |
| | | | 2. Ratify the selection of Ernst & Young LLP as the company's independent auditor for the year ending December 31, 2012 | Issuer | Yes | For | For |
| | | | 3. Advisory approval of executive compensation | Issuer | Yes | For | For |
| | | | 4. Shareholder proposal relating to sustainability reporting | Security Holder | Yes | Against | For |
| | | | | | | | |
Essex Property Trust | ESS | 297178105 | 5/15/12 | 1. Elect three directors: 1. George M. Marcus, 2. Gary P. Martin and 3. Michael J. Schall | Issuer | Yes | For | For |
| | | | 2. Ratify the appointment of KPMG LLP as the independent registered public accounting firm for the company for the year ending December 31, 2012 | Issuer | Yes | For | For |
| | | | 3. Approve the advisory resolution on executive compensation | Issuer | Yes | For | For |
| | | | 4. Transact such other business as may properly come before the meeting or any adjournment thereof | Issuer | Yes | For | For |
| | | | | | | | |
Hersha Hospitality Trust | HT | 427825104 | 5/24/12 | 1. Elect five directors: a. Jay H. Shah, b. Daniel R. Elsztain, c. Donald L. Landry, d. Michael A. Leven and e. Thomas J. Hutchison III | Issuer | Yes | For | For |
| | | | 2. Approve, on an advisory basis, the compensation of the named executive officers | Issuer | Yes | For | For |
| | | | 3. Ratify KPMG LLP as the independent auditors | Issuer | Yes | For | For |
| | | | | | | | |
Host Hotels & Resorts, Inc. | HST | 44107P104 | 5/10/12 | 1. Elect eight directors: 1. Robert M. Baylis, 2. Terrence C. Golden, 3. Ann M. Korologos, 4. Richard E. Marriott, 5. John B. Morse, Jr., 6. Walter C. Rakowich, 7. Gordon H. Smith and 8. W. Edward Walter | Issuer | Yes | For | For |
| | | | | | | | |
| | | | 2. Ratify the appointment of KPMG LLP as independent registered public accountants for 2012 | Issuer | Yes | For | For |
| | | | 3. Advisory resolution to approve executive compensation | Issuer | Yes | For | For |
| | | | | | | | |
Jones Lang LaSalle Incorporated | JLL | 48020Q107 | 5/31/12 | 1. Elect 11 directors: a. Hugo Bague, b. Colin Dyer, c. Darryl Hartley-Leonard, d. Deanne Julius, e. Ming Lu, f. Lauralee E. Martin, g. Martin H. Nesbitt, h. Sheila A. Penrose, i. David B. Rickard, j. Roger T. Staubach, and k. Thomas C. Theobald | Issuer | Yes | For | For |
| | | | 2. Approve, by non-binding vote, executive compensation ("say-on-pay") | Issuer | Yes | For | For |
| | | | 3. Approve the performance-based award provisions used to determine executive compensation under incentive plan | Issuer | Yes | For | For |
| | | | 4. Ratify the appointment of KPMG LLP as independent registered public accounting firm | Issuer | Yes | For | For |
| | | | | | | | |
LaSalle Hotel Properties | LHO | 517942108 | 4/20/12 | 1. Elect three directors: 1. Jeffrey T. Foland, 2. Darryl Hartley-Leonard and 3. William S. McCalmont | Issuer | Yes | For | For |
| | | | 2. Ratify the appointment of the company's independent registered public accountants for the year ending December 31, 2012 | Issuer | Yes | For | For |
| | | | 3. Approve, by non-binding vote, executive compensation | Issuer | Yes | For | For |
| | | | | | | | |
Public Storage | PSA | 74460D109 | 5/3/12 | 1. Elect eight directors: 1. Ronald L. Havner, 2. Tamara Hughes Gustavson, 3. Uri P. Harkham, 4. B. Wayne Hughes, Jr., 5. Avedick B. Poladian, 6. Gary E. Pruitt, 7. Ronald P. Spogli and 8. Daniel C. Staton | Issuer | Yes | For | For |
| | | | 2. Ratify the appointment of Ernst & Young LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2012 | Issuer | Yes | For | For |
| | | | 3. Approve the material terms for payment of certain executive officer incentive compensation | Issuer | Yes | For | For |
| | | | 4. Advisory vote to approve executive compensation | Issuer | Yes | For | For |
| | | | | | | | |
RLJ Lodging Trust | RLJ | 74965L101 | 5/4/12 | 1. Elect seven trustees: 1. Robert L. Johnson, 2. Thomas J. Baltimore, Jr., 3. Evan Bayh, 4. Nathaniel A. Davis, 5. Robert M. LaForgia, 6. Glenda G. McNeal and 7. Joseph Ryan | Issuer | Yes | For | For |
| | | | 2. Ratify PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for fiscal year ending December 31, 2012 | Issuer | Yes | For | For |
| | | | 3. Advisory vote to approve the compensation of named executive officers, as such compensation is set forth in 2012 proxy statement, which is commonly referred to as "say-on-pay" | Issuer | Yes | For | For |
| | | | 4. Advisory vote on the frequency of future shareholder advisory votes to approve the compensation of named executive officers, which is commonly referred to as "say-when-on-pay" - one year | Issuer | Yes | For | For |
| | | | | | | | |
Simon Property Group, Inc. | SPG | 828806109 | 5/17/12 | 1. Elect seven directors: a. Melvyn E. Bergstein, b. Larry C. Glasscock, c. Karen N. Horn, Ph.D., d. Allan Hubbard, e. Reuben S. Liebowitz, f. Daniel C. Smith, Ph.D. and g. J. Albert Smith, Jr. | Issuer | Yes | For | For |
| | | | | | | | |
| | | | 2. Annual advisory vote to approve executive compensation | Issuer | Yes | For | For |
| | | | 3. Ratify the appointment of Ernst & Young LLP as the company's independent registered public accounting firm for 2012 | Issuer | Yes | For | For |
| | | | 4. Approve the Simon Property Group 1998 Stock Incentive Plan, as amended and restated | Issuer | Yes | For | For |
| | | | | | | | |
SL Green Realty Corp. | SLG | 78440X101 | 6/19/12 | 1. Elect two directors: John H. Alchuler, Jr. and Stephen L. Green | Issuer | Yes | For | For |
| | | | 2. Approve on a non-binding basis, executive compensation | Issuer | Yes | For | For |
| | | | 3. Ratify the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2012 | Issuer | Yes | For | For |
| | | | | | | | |
Strategic Hotels & Resorts, Inc. | BEE | 86272T106 | 5/24/12 | 1. Elect 10 directors: 1. Robert P. Bowen, 2. Kenneth Fisher, 3. Raymond L. Gellein, Jr., 4. Laurence S. Geller CBE, 5. James A. Jeffs, 6. Richard D. Kincaid, 7. Sir David M.C. Michels, 8. William A. Prezant, 9. Eugene F. Reilly and 10. Sheli Z. Rosenberg | Issuer | Yes | For | For |
| | | | 2. Approve on an advisory basis the compensation of named executive officers as described in the proxy statement for the 2012 annual meeting of stockholders | Issuer | Yes | For | For |
| | | | 3. Ratify Deloitte & Touche as the independent registered public accounting firm for the fiscal year ending December 31, 2012 | Issuer | Yes | For | For |
| | | | | | | | |
Sunstone Hotel Investors, Inc. | SHO | 867892101 | 5/1/12 | 1. Elect eight directors: 1. Andrew Batinovich, 2. Z. Jamie Behar, 3. Kenneth E. Cruse, 4. Thomas A. Lewis, 5. Keith M. Locker, 6. Douglas M. Pasquale, 7. Keith P. Russell and 8. Lewis N. Wolff | Issuer | Yes | For | For |
| | | | 2. The audit committee's appointment of Ernst & Young LLP to act as the independent registered public accounting firm for the fiscal year ending December 31, 2012 | Issuer | Yes | For | For |
| | | | 3. Advisory vote on the compensation of Sunstone's named executive officers | Issuer | Yes | For | For |
| | | | | | | | |
Issuer | Ticker | CUSIP | Meeting
Date | Matter
Voted On | Proposed
By Issuer or
Security Holder | Was
Vote
Cast | Actual
Vote | For or
Against
Mgt. |
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Bank of America | BAC | 060505104 | 5/9/12 | 1. Elect 12 directors: a. Mukesh D. Ambani, b. Susan S. Bies, c. Frank P Bramble, Sr., d. Virgis W. Colbert, e. Charles K. Gifford, f. Charles O. Holliday, Jr., g. Monica C. Lozano, h. Thomas J. May, i. Brian T. Moynihan, j. Donald E. Powell, k. Charles O. Rossotti and l. Robert W. Scully | Issuer | Yes | For | For |
| | | | 2. Advisory (non-binding) "say on pay" vote to approve executive compensation | Issuer | Yes | For | For |
| | | | 3. Ratify the appointment of the registered independent public accounting firm for 2012 | Issuer | Yes | For | For |
| | | | 4. Stockholder proposal - Disclosure of Government Employment | Security Holder | Yes | Against | For |
| | | | 5. Stockholder Proposal - Grassroots and Other Lobbying | Security Holder | Yes | Against | For |
| | | | 6. Stockholder Proposal - Executives to Retain Significant Stock | Security Holder | Yes | Against | For |
| | | | 7. Stockholder Proposal - Mortgage Servicing Operations | Security Holder | Yes | Against | For |
| | | | 8. Stockholder Proposal - Prohibition on Political Spending | Security Holder | Yes | Against | For |
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Citigroup Inc. | C | 172967424 | 4/17/12 | 1. Elect 12 directors: a. Franz B. Humer, b. Robert L. Joss, c. Michael E. O'Neill, d. Vikram S. Pandit, e. Lawrence R. Ricciardi, f. Judith Rodin, g. Robert L. Ryan, h. Anthony M. Santomero, i. Joan E. Spero, j. Diana L. Taylor, k. William S. Thompson, Jr. and l. Ernesto Zedilllo Ponce de Leon | Issuer | Yes | For | For |
| | | | 2. Ratify the selection of KPMG LLP as Citi's independent registered public accounting firm for 2012 | Issuer | Yes | For | For |
| | | | 3. Approve an amendment to the Citigroup 2009 Stock Incentive Plan | Issuer | Yes | For | For |
| | | | 4. Advisory Approval of Citi's 2011 Executive Compensation | Issuer | Yes | For | For |
| | | | 5. Stockholder proposal requesting a report on prior governmental service of certain individuals | Security Holder | Yes | Against | For |
| | | | 6. Stockholder proposal requesting a report on lobbying and political contributions. | Security Holder | Yes | Against | For |
| | | | 7. Stockholder proposal requesting that executives retain 25% of their stock for one year following termination | Security Holder | Yes | Against | For |
| | | | 8. Stockholder proposal requesting that the Audit Committee conduct an independent review and report on controls related to loans, foreclosures, and securitizations | Security Holder | Yes | Against | For |
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Cummins Inc. | CMI | 231021106 | 5/8/12 | 1. Elect nine directors: 1. N. Thomas Linebarger, 2. William I. Miller, 3. Alexis M. Herman, 4. Georgia R. Nelson, 5. Carl Ware, 6. Robert K. Herdman, 7. Robert J. Bernhard, 8. Dr. Franklin R. Chang Diaz and 9. Stephen B. Dobbs | Issuer | Yes | For | For |
| | | | 10. Advisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement | Issuer | Yes | For | For |
| | | | 11. Ratify the appointment of PricewaterhouseCoopers LLP as auditors for 2012 | Issuer | Yes | For | For |
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| | | | 12. Approve the Cummins Inc. 2012 Omnibus Incentive Plan | Issuer | Yes | For | For |
| | | | 13. Approve the Cummins Inc. Employee Stock Purchase Plan | Issuer | Yes | For | For |
| | | | 14. Amend Cummins Inc.'s by-laws to allow shareholders who have a 25% net long position in the Common Stock to call special shareholder meetings | Issuer | Yes | For | For |
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Delta Air Lines, Inc. | DAL | 247361702 | 6/15/12 | 1. Elect 12 directors: a. Richard H. Anderson, b. Edward H. Bastian, c. Roy J. Bostock, d. John S. Brinzo, e. Daniel A. Carp, f. David G. Dewalt, g. Mickey P. Foret, h. Shirley C. Franklin, i. David R. Goode, j. Paula Rosput Reynolds, k. Kenneth C. Rogers and l. Kenneth B. Woodrow | Issuer | Yes | For | For |
| | | | 2. Approve, on an advisory basis, the compensation of Delta's named executive officers | Issuer | Yes | For | For |
| | | | 3. Re-approve the performance goals under the Delta Air Lines, Inc. 2007 Performance Compensation Plan | Issuer | Yes | For | For |
| | | | 4. Ratify the appointment of Ernst & Young LLP as Delta's independent auditors for the year ending December 31, 2012 | Issuer | Yes | For | For |
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Diamond Offshore Drilling, Inc. | DO | 25271C102 | 5/22/12 | 1. Elect ten directors: a. James S. Tisch, b. Lawrence R. Dickerson c. John R. Bolton, d. Charles L. Fabrikant, e. Paul G. Gaffney II, f. Edward Grebow, g. Herbert C. Hofmann, h. Clifford M. Sobel, i. Andrew H. Tisch and j. Raymond S. Troubh | Issuer | Yes | For | For |
| | | | 2. Ratify the appointment of Deloitte & Touch LLP as the independent auditors of the company for fiscal year 2012 | Issuer | Yes | For | For |
| | | | 3. Approve, on an advisory basis, executive compensation | Issuer | Yes | For | For |
| | | | 4. Approve the company's Amended and Restated Incentive Compensation Plan for executive officers | Issuer | Yes | For | For |
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Ford Motor Company | F | 345370860 | 5/10/12 | 1. Elect 16 directors: a. Stephen G. Butler, b. Kimberly A. Casiano, c. Anthony F. Earley, Jr., d. Edsel B.. Ford II, e. William Clay Ford, Jr., f. Richard A. Gephardt, g. James H. Hance, Jr., h. William W. Helman IV, I. Irvine O. Hockaday, Jr., j. Jon M. Huntsman, Jr., k. Richard A. Manoogian, l. Ellen R. Marram, m. Alan Mulally, n. Homer A. Neal, o. Gerald L. Shaheen and p. John L. Thornton | Issuer | Yes | For | For |
| | | | 2. Ratify the selection of independent registered Public Accounting Firm | Issuer | Yes | For | For |
| | | | 3. Say on Pay - An Advisory Vote to Approve the compensation of the named executives | Issuer | Yes | For | For |
| | | | 4. Shareholder proposal relating to cumulative voting for the election of directors | Security Holder | Yes | Against | For |
| | | | 5. Shareholder proposal relating to consideration of a recapitalization plan to provide that all of the company's outstanding stock have one vote per share | Security Holder | Yes | Against | For |
| | | | 6. Shareholder proposal relating to allowing holders of 10% of outstanding common stock to call special meetings of shareholders | Security Holder | Yes | Against | For |
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The Goldman Sachs Group, Inc. | GS | 38141G104 | 5/24/12 | 1. Elect ten directors: a. Lloyd C. Blankfein, b. M. Michele Burns, c. Gary D. Cohn, d. Claes Dahlback, e. Stephen Friedman, f. William W. George, g. James A. Johnson, h. Lakshmi N. Mittal, i. James J. Schiro, j. Debora L. Spar | Issuer | Yes | For | For |
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| | | | 2. Advisory vote to approve executive compensation (say on pay) | Issuer | Yes | For | For |
| | | | 3. Ratify PricewaterhouseCoopers LLP as independent registered public accounting firm for 2012 | Issuer | Yes | For | For |
| | | | 4. Shareholder proposal regarding cumulative voting | Security Holder | Yes | Against | For |
| | | | 5. Shareholder proposal regarding executive compensation and long-term performance | Security Holder | Yes | Against | For |
| | | | 6. Shareholder proposal regarding report on lobbying expenditures | Security Holder | Yes | Against | For |
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Herbalife Ltd. | HLF | G4412G101 | 4/26/12 | 1. Elect two directors: Pedro Cardoso and Columbe M. Nicholas | Issuer | Yes | For | For |
| | | | 2. Vote to advise as to the company's executive compensation | Issuer | Yes | For | For |
| | | | 3. Vote to ratify the appointment of the company's independent registered public accountants for fiscal 2012 | Issuer | Yes | For | For |
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Morgan Stanley | MS | 617446448 | 5/15/12 | 1. Elect 13 directors: a. Roy J. Bostock, b. Erskine B. Bowles, c. Howard J. Davies, d. James P. Gorman, e. C. Robert Kidder, f. Klaus Kleinfeld, g. Donald T. Nicholaisen, h. Hutham S. Olayan, i. James W. Owens, j. O. Griffith Sexton, k. Ryosuke Tamakoshi, l. Masaaki Tanaka and m. Laura D. Tyson | Issuer | Yes | For | For |
| | | | 2. Ratify the appointment of Deloitte & Touche LLP as independent auditor | Issuer | Yes | For | For |
| | | | 3. Amend the 2007 Equity Incentive Compensation Plan | Issuer | Yes | For | For |
| | | | 4. Amend the Directors' Equity Capital Accumulation Plan | Issuer | Yes | For | For |
| | | | 5. Approve the compensation of executives as disclosed in the proxy statement (non-binding advisory resolution) | Issuer | Yes | For | For |
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National Oilwell Varco, Inc. | NOV | 637071101 | 5/16/12 | 1. Elect three directors: a. Merrill A. Miller, Jr., b. Greg L. Armstrong and c. David D. Harrison | Issuer | Yes | For | For |
| | | | 2. Ratify independent auditors | Issuer | Yes | For | For |
| | | | 3. Approve, by non-binding vote, the compensation of our named executive officers | Issuer | Yes | For | For |
| | | | 4. Stockholder proposal regarding report on political contributions and expenditures | Security Holder | Yes | Against | For |
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Nike, Inc. | NKE | 654106103 | 9/19/11 | 1. Elect three directors: 1. Alan B. Graf, Jr., 2. John C. Lechleiter and 3. Phyllis M. Wise | Issuer | Yes | For | For |
| | | | 2. Hold an advisory vote on executive compensation | Issuer | Yes | For | For |
| | | | 3. Hold an advisory vote on the frequency of future advisory votes on executive compensation - 1 year | Issuer | Yes | For | For |
| | | | 4. Ratify the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm | Issuer | Yes | For | For |
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Southern Copper Corporation | SCCO | 84265V105 | 4/26/12 | 1. Elect 14 directors: 1. German Larrea Mota-V, 2. Oscar Gonzalez Rocha, 3. Emilio Carrillo Gamboa, 4. Alfredo Casar Perez, 5. Luis Castelazo Morales, 6. E.C. Sanchez Mejorada, 7. A. de La Parra Zavala, 8. X. Garcia de Quevedo T., 9. G. Larrea Mota-Velasco, 10. D. Muniz Quintanilla, 11. L.M. Palomino Bonilla, 12. G. Perezalonso Cifuentes, 13. Juan Rebolledo Gout and 14. Carlos Ruiz Sacristan | Issuer | Yes | For | For |
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| | | | 2. Ratify the audit committee's selection of Galaz, Yamazaki, Ruiz Urquiza, S.C., member firm of Deloitte Touche Tohmatsu Limited as independent accountants for 2012 | Issuer | Yes | For | For |
| | | | 3. Approve by non-binding vote, executive compensation | Issuer | Yes | For | For |
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Suncor Energy Inc. | SU | 867224107 | 5/1/12 | 1. Elect 11 directors: 1. Mel E. Benson, 2. Dominic D'Alessandro, 3. John T. Ferguson, 4. W. Douglas Ford, 5. Paul Haseldonckx, 6. John R. Huff, 7. Jacques Lamarre, 8. Maureen McCaw, 9. Michael W. O'Brien, 10. James W. Simpson and 11. Eira Thomas | Issuer | Yes | For | For |
| | | | 2. Re-appoint PricewaterhouseCoopers LLP as auditor of Suncor Energy Inc. for the ensuing year and authorize the directors to fix their remuneration as such | Issuer | Yes | For | For |
| | | | 3. Accept the approach to executive compensation disclosed in the accompanying management proxy circular | Issuer | Yes | For | For |
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Transocean, Ltd. | RIG | H8817H100 | 5/18/12 | 1. Approve the 2011 annual report, including the consolidated financial statements of Transocean LTD. For fiscal year 2011 and the statutory financial statements of Transocean LTD. for fiscal year 2011 | Issuer | Yes | For | For |
| | | | 2. Appropriate available earnings for fiscal year 2011 | Issuer | Yes | For | For |
| | | | 3A. Elect Class I Director for three year term: Glyn Barker | Issuer | Yes | For | For |
| | | | 3B. Elect Class I Director for three year term: Vanessa C. L. Chang | Issuer | Yes | For | For |
| | | | 3C. Elect Class I Director for three year term: Chad Deaton | Issuer | Yes | For | For |
| | | | 3D. Reelect Class I Director for three year term: Edward R. Muller | Issuer | Yes | For | For |
| | | | 3E. Reelect Class I Director for three year term: Tan Ek Kia | Issuer | Yes | For | For |
| | | | 4. Appoint Ernst & Young LLP as the company's independent registered public accounting firm for fiscal year 2012 and reelect Ernst & Young LTD., Zurich, as the company's auditor for a further one-year term | Issuer | Yes | For | For |
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United Continental Holdings, Inc. | UAL | 910047109 | 6/12/12 | 1. Elect 11 directors: 1. Carolyn Corvi, 2. Jane C. Garvey, 3. Walter Isaacson 4. Henry L. Meyer III, 5. Oscar Munoz, 6. Laurence E. Simmons, 7. Jeffery A. Smisek, 8. Glenn F. Tilton, 9. David J. Vitale, 10. John H. Walker and 11. Charles A. Yamarone | Issuer | Yes | For | For |
| | | | 2. Ratify the appointment of Ernst & Young LLP as the company's independent registered public accounting firm | Issuer | Yes | For | For |
| | | | 3. Advisory resolution approving the compensation of the named executive officers | Issuer | Yes | For | For |
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VF Corporation | VFC | 918204108 | 4/24/12 | 1. Elect four directors: 1. Robert J. Hurst, 2. Laura W. Lang, 3. W. Alan McCollough and 4. Raymond G. Viault | Issuer | Yes | For | For |
| | | | 2. Advisory vote to approve named executive officer compensation | Issuer | Yes | For | For |
| | | | 3. Ratify the selection of PricewaterhouseCoopers LLP as VF's independent registered public accounting firm for the 2012 fiscal year | Issuer | Yes | For | For |
| | | | 4. Shareholder proposal to repeal classified board | Security Holder | Yes | Against | For |
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Western Digital Corporation | WDC | 958102105 | 11/10/11 | 1. Elect ten directors: A. Kathleen A. Cote, B. John F. Coyne, C. Henry T. Denero, D. William L. Kimsey, E. Michael D. Lambert, F. Len J. Lauer, G. Matthew E. Massengill, H. Roger H. Moore, I. Thomas E. Pardun, and J. Arif Shakeel | Issuer | Yes | For | For |
| | | | 2. Approve on an advisory basis the named executive officer compensation | Issuer | Yes | For | For |
| | | | 3. Approve on an advisory basis the frequency of future advisory votes on named executive officer compensation - one year | Issuer | Yes | For | For |
| | | | 4. Ratify the appointment of KPMG LLP as the independent registered public accounting firm for Western Digital Corporation for the fiscal year ending June 29, 2012 | Issuer | Yes | For | For |
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Whirlpool Corporation | WHR | 963320106 | 4/17/12 | 1. Elect 12 directors: a. Samuel R. Allen, b. Gary T. DiCamillo, c. Jeff M. Fettig, d. Kathleen J. Hempel, e. Michael F. Johnston, f. William T. Kerr, g. John D. Liu, h. Harish Manwani, i. Miles L. Marsh, j. William D. Perez, k. Michael A. Todman and l. Michael E. White | Issuer | Yes | For | For |
| | | | 2. Advisory vote to approve Whirlpool's executive compensation | Issuer | Yes | For | For |
| | | | 3. Ratify the appointment of Ernst & Young LLP as Whirlpool's independent registered public accounting firm for 2012 | Issuer | Yes | For | For |
| | | | 4. Stockholder proposal, if properly presented at the meeting, requiring shareholder approval of future benefits payable upon the death of a senior executive | Security Holder | Yes | Against | For |
SIGNATURES
[See General Instruction F]
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.
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(Registrant) | CGM TRUST |
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By (Signature and Title)* | /s/ Robert L. Kemp |
| Robert L. Kemp, President |
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Date | August 31, 2012 |
* Print the name and title of each signing officer under his or her signature.
