| | |
| OMB APPROVAL |
| OMB Number: | 3235-0582 |
| Expires: | January 31, 2015 |
| Estimated average burden | |
| hours per response | 7.2 |
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: | 7/1/12 -- 6/30/13 |
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. |
| | | | | | | | | | |
American International Group | AIG | 26874784 | 5/15/13 | | 1. Elect thirteen directors: A. Robert H. Benmosche, B. W. Don Cornwell, C. John H. Fitzpatrick, D. William G. Jurgensen, E. Christopher S. Lynch, F. Arthur C. Martinez, G. George L. Miles, Jr., H. Henry S. Miller, I. Robert S. Miller, J. Suzanne Nora Johnson, K. Ronald A. Rittenmeyer, L. Douglas M. Steenland, M. Theresa M. Stone | | Issuer | Yes | For | For |
| | | | | 2. Approve the American International Group, Inc. 2013 omnibus incentive plan | | Issuer | Yes | For | For |
| | | | | 3. Vote on non-binding shareholder resolution to approve executive compensation | | Security Holder | Yes | For | For |
| | | | | 4. To recommend, by non-binding vote, the frequency of future executive compensation votes to 1 year | | Issuer | Yes | For | For |
| | | | | 5. Act upon proposal to ratify the selection of PricewaterhouseCoopers LLP as AIG's independent registered public accounting firm for 2013 | | Issuer | Yes | For | For |
| | | | | 6. Act upon a shareholder proposal relating to restricting service on other boards by directors of AIG | | Security Holder | Yes | Against | For |
| | | | | | | | | | |
BlackRock, Inc. | BLK | 09247X101 | 5/30/13 | | 1. Elect eight directors: A. Abdlatif Yousef Al-Hamad, B. Mathis Cabiallavetta, C. Dennis D. Dammerman, D. Jessica P. Einhorn, E. Fabrizio Freda, F. David H. Komansky, G. James E. Rohr, H. Susan L. Wagner | | Issuer | Yes | For | For |
| | | | | 2. Approve, in a non-binding vote, the compensation of the named executive officers, as disclosed and discussed in the proxy statement | | Issuer | Yes | For | For |
| | | | | 3. Ratify the appointment of Deloitte & Touche LLP as BlackRock's independent registered public accounting firm for fiscal year 2013 | | Issuer | Yes | For | For |
| | | | | | | | | | |
Citigroup Inc. | C | 172967424 | 4/24/13 | | 1. Elect eleven directors: A. Michael L. Corbat, B. Franz B Humer, C. Robert L. Joss, D. Michael E. O'Neill, E. Judith Rodin, F. Robert L. Ryan, G. Anthony M. Santomero, H. Joan E. Spero, I. Diana L. Taylor, J. William S. Thompson, Jr., K. Ernesto Zedillo Ponce de Leon | | Issuer | Yes | For | For |
| | | | | 2. Ratify the appointment of KPMG LLP as Citi's independent registered public accounting firm | | Issuer | Yes | For | For |
| | | | | 3. Approve advisory vote on executive compensation | | Issuer | Yes | For | For |
| | | | | 4. Approve an amendment to the Citigroup 2009 stock incentive plan (relating to dividend equivalents) | | Issuer | Yes | For | For |
| | | | | 5. Stockholder proposal requesting executives retain a significant portion of their stock until reaching normal retirement age | | Security Holder | Yes | Against | For |
| | | | | 6. Stockholder proposal requesting a report on lobbying and grassroots lobbying contributions | | Security Holder | Yes | Against | For |
| | | | | | | | | | |
| | | | | 7. Stockholder proposal requesting that the board institute a policy to make it more practical to deny indemnification for directors | | Security Holder | Yes | Against | For |
| | | | | | | | | | |
D. R. Horton, Inc. | DHI | 23331A109 | 1/24/13 | | 1. Elect six directors: A. Donald R. Horton, B. Bradley S. Anderson, C. Michael R. Buchanan, D. Michael W. Hewatt, E. Bob G. Scott and F. Donald J. Tomnitz | | Issuer | Yes | For | For |
| | | | | 2. Approve advisory vote on executive compensation | | Issuer | Yes | For | For |
| | | | | 3. Approve the performance criteria under 2000 Incentive Bonus Plan for Section 162(M) purposes | | Issuer | Yes | For | For |
| | | | | 4. Ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm | | Issuer | Yes | For | For |
| | | | | | | | | | |
FMC Technologies, Inc. | FTI | 30249U101 | 5/3/13 | | 1. Elect three directors: A. Eleazar De Carvalho Filho, B. Claire S. Farley, C. Joseph H. Netherland | | Issuer | Yes | For | For |
| | | | | 2. Ratify appointment of KPMG LLP as the independent registered public accounting firm for 2013 | | Issuer | Yes | For | For |
| | | | | 3. Advisory approval of 2012 executive compensation | | Issuer | Yes | For | For |
| | | | | 4. Reapprove the material terms of the performance goals under the amended and restated incentive compensation and stock plan | | Issuer | Yes | For | For |
| | | | | 5. Stockholder proposal concerning accelerated vesting of senior executive equity awards upon a change in control | | Security Holder | Yes | Against | For |
| | | | | | | | | | |
The Goldman Sachs Group, Inc. | GS | 38141G104 | 5/23/13 | | 1. Elect twelve directors: A. Lloyd C. Blankfein, B. M. Michele Burns, C. Gary D. Cohn, D. Glaes Dahlback, E. William W. George, F. James A. Johnson, G. Lakshmi N. Mittal, H. Adebayo O. Ogunlesi, I. James J. Schiro, J. Debora L. Spar, K. Mark E. Tucker, L. David A. Viniar | | Issuer | Yes | For | For |
| | | | | 2. Advisory vote to approve executive compensation | | Issuer | Yes | For | For |
| | | | | 3. Approval of The Goldman Sachs amended and restated stock incentive plan (2013) | | Issuer | Yes | For | For |
| | | | | 4. Ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2013 | | Issuer | Yes | For | For |
| | | | | 5. Shareholder proposal regarding Human rights committee | | Security Holder | Yes | Against | For |
| | | | | 6. Shareholder proposal regarding Goldman Sachs lobbying disclosure | | Security Holder | Yes | Against | For |
| | | | | 7. Shareholder proposal regarding proxy access for shareholders | | Security Holder | Yes | Against | For |
| | | | | 8. Shareholder proposal regarding maximization of value for shareholders | | Security Holder | Yes | Against | For |
| | | | | | | | | | |
Halliburton Company | HAL | 406216101 | 5/15/13 | | 1. Elect eleven directors: A. A.M. Bennett, B. J.R. Boyd, C. M. Carroll, D. N.K. Dicciani, E. M.S. Gerber, F. J.C. Grubisich, G. A.S. Jum'ah, H. D.J. Lesar, I. R.A. Malone, J. J.L. Martin, K. D.L. Reed | | Issuer | Yes | For | For |
| | | | | 2. Ratify selection of KPMG LLP as principal independent public accountants for Halliburton for 2013 | | Issuer | Yes | For | For |
| | | | | 3. Advisory approval of the company's executive compensation | | Issuer | Yes | For | For |
| | | | | | | | | | |
| | | | | 4. Proposal to amend and restate the Halliburton Company stock and incentive plan | | Issuer | Yes | For | For |
| | | | | 5. Shareholder proposal on Human rights policy | | Security Holder | Yes | Against | For |
| | | | | | | | | | |
Herbalife LTD. | HLF | G4412G101 | 4/25/13 | | 1. Elect five directors: 1. Jonathan Christodoro, 2. Keith Cozza, 3. Leroy T. Barnes, Jr. 4. Richard P. Bermingham, 5. Jeffrey T. Dunn | | Issuer | Yes | For | For |
| | | | | 2. Vote to advise as to the company's executive compensation | | Issuer | Yes | For | For |
| | | | | 3. Vote to approve an amendment to the company's amended and restated memorandum and articles of association to implement the annual election of directors | | Issuer | Yes | For | For |
| | | | | 4. Vote to ratify the appointment of KPMG LLP, as the company's independent registered public accountants for fiscal 2013 | | Issuer | Yes | For | For |
| | | | | | | | | | |
Hertz Global Holdings, Inc. | HTZ | 42805T105 | 5/15/13 | | 1. Elect three directors: 1. Barry H. Beracha, 2. Brian A. Bernasek, 3. George W. Tamke | | Issuer | Yes | For | For |
| | | | | 2. Approval, by non-binding vote, of the named executive officers' compensation | | Issuer | Yes | For | For |
| | | | | 3. Approval of the amended and restated Hertz Global Holdings, Inc. employee stock purchase plan | | Issuer | Yes | For | For |
| | | | | 4. Ratification of the selection of PricewaterhouseCoopers LLP as the corporation's independent registered public accounting firm for the year 2013 | | Issuer | Yes | For | For |
| | | | | | | | | | |
International Paper Company | IP | 460146103 | 5/13/13 | | 1. Elect ten directors: A. David J. Brozczek, B. Ahmet C. Dorduncu, C. John V. Faraci, D. Ilene S. Gordon, E. Stacey J. Mobley, F. Joan E. Spero, G. John L. Townsend, III, H. John F. Turner, I. William G. Walter, J. J. Steven Whisler | | Issuer | Yes | For | For |
| | | | | 2. Ratification of Deloitte & Touche LLP as the company's independent registered public accounting firm for 2013 | | Issuer | Yes | For | For |
| | | | | 3. Amendment of the company's restated certificate of incorporation regarding shareowner action by written consent | | Issuer | Yes | For | For |
| | | | | 4. A non-binding resolution to approve the compensation of the company's named executive officers, as disclosed under the heading "compensation discussion & analysis" | | Issuer | Yes | For | For |
| | | | | 5. Shareowner proposal concerning a policy on accelerated vesting of equity awards of senior executives upon a change in control | | Security Holder | Yes | Against | For |
| | | | | | | | | | |
The Kroger Co. | KR | 501044101 | 6/27/13 | | 1. Elect fourteen directors: A. Reuben V. Anderson, B. Robert D. Beyer, C. David B. Dillon, D. Susan J. Kropf, E. John T. LaMacchia, F. David B. Lewis, G. W. Rodney McMullen, H. Jorge P. Montoya, I. Clyde R. Moore, J. Susan M. Phillips, K. Steven R. Roger, L. James A. Runde, M. Ronald L. Sargent, N. Boby S. Shackouls | | Issuer | Yes | For | For |
| | | | | 2. Advisory vote to approve executive compensation | | Issuer | Yes | For | For |
| | | | | 3. Approval of PricewaterhouseCoopers LLP, as our auditors | | Issuer | Yes | For | For |
| | | | | | | | | | |
| | | | | 4. Shareholder proposal, if properly presented, to publish a report on human rights risks in the supply chain | | Security Holder | Yes | Against | For |
| | | | | 5. Shareholder proposal, if properly presented, to adopt a policy that the board's chairman be an independent director | | Security Holder | Yes | Against | For |
| | | | | 6. Shareholder proposal, if properly presented, to issue a report regarding extended producer responsibility for post-consumer package recycling | | Security Holder | Yes | Against | For |
| | | | | 7. Shareholder proposal, if properly presented, to adopt and implement a comprehensive palm oil policy | | Security Holder | Yes | Against | For |
| | | | | | | | | | |
Lennar Corporation | LEN | 526057104 | 4/10/13 | | 1. Elect eight directors to serve until next Annual Meeting: 1. Irving Bolotin, 2. Steven L. Gerard, 3. Theron I. (TIG) Gilliam, 4. Sherrill W. Hudson, 5. R. Kirk Landon, 6. Sidney Lapidus, 7. Stuart A. Miller, 8. Jeffrey Sonnenfeld. | | Issuer | Yes | For | For |
| | | | | 2. Advisory, (non-binding "say on pay") vote to approve named executives compensation. | | Issuer | Yes | For | For |
| | | | | 3. Ratify the appointment of Deloitte & Touche LLP as company’s independent registered public accounting firm for fiscal year ending November 30, 2013. | | Issuer | Yes | For | For |
| | | | | | | | | | |
Marathon Petroleum Corporation | MPC | 56585A102 | 4/24/13 | | 1. Elect three directors: 1. Evan Bayh, 2. William L. Davis, 3. Thomas J. Usher | | Issuer | Yes | For | For |
| | | | | 2. Ratification of the selection of PricewaterhouseCoopers LLP as the company's independent auditor for 2013 | | Issuer | Yes | For | For |
| | | | | 3. Advisory approval of the company's 2013 named executive officer compensation | | Issuer | Yes | For | For |
| | | | | 4. Approval of amendment to restated certificate of incorporation to eliminate the classification of the board of directors | | Issuer | Yes | For | For |
| | | | | | | | | | |
Morgan Stanley | MS | 617446448 | 5/14/13 | | 1. Elect fourteen directors: A. Erskine B. Bowles, B. Howard J. Davies, C. Thomas H. Glocer, D. James P. Gorman, E. Robert H. Herz, F. C. Robert Kidder, G. Klaus Kleinfeld, H. Donald T. Nicolaisen, I. Hutham S. Olayan, J. James W. Owens, K. O. Griffith Sexton, L. Ryosuke Tamakoshi, M. Masaaki Tanaka, N. Laura D. Tyson | | Issuer | Yes | For | For |
| | | | | 2. Ratify appointment of Deloitte & Touche LLP as independent auditor | | Issuer | Yes | For | For |
| | | | | 3. Approve the compensation of executives as disclosed in the proxy statement (non-binding advisory resolution) | | Issuer | Yes | For | For |
| | | | | 4. Amend the 2007 equity incentive compensation plan to increase shares available for grant | | Issuer | Yes | For | For |
| | | | | 5. Amend the 2007 equity incentive compensation plan to provide for qualifying performance-based long-term incentive awards under section 162 (m) | | Issuer | Yes | For | For |
| | | | | 6. Amend the section 162 (m) performance formula governing annual incentive compensation for certain officers | | Issuer | Yes | For | For |
| | | | | | | | | | |
NVR, Inc. | NVR | 62944T105 | 5/7/13 | | 1. Elect thirteen directors: A. C.E. Andrews, B. Robert C. Butler, C. Timothy M. Donahue, D. Thomas D. Eckert, E. Alfred E. Festa, F. Ed Grier, G. Manuel H. Johnson, H. Mel Martinez, I. William A. Moran, J. David A. Preiser, K. W. Grady Rosier, L. Dwight C. Schar, M. Paul W. Whetsell | | Issuer | Yes | For | For |
| | | | | 2. Ratification of appointment of KPMG LLP as independent auditors for the year ending December 31, 2013 | | Issuer | Yes | For | For |
| | | | | 3. Advisory vote on the approval of executive compensation | | Issuer | Yes | For | For |
| | | | | | | | | | |
Rock-Tenn Company | RKT | 772739207 | 1/25/13 | | 1. Elect three directors: 1. G. Stephen Felker, 2. Lawrence L. Gellerstedt and 3. John W. Spiegel | | Issuer | Yes | For | For |
| | | | | 2. Approve the adoption of the Rock-Tenn Company Amended and Restated Annual Executive Bonus Program to amend and restate Rock-Tenn Company's current Annual Executive Bonus Program | | Issuer | Yes | For | For |
| | | | | 3. Ratify the appointment of Ernst & Young LLP to serve as the independent registered public accounting firm of Rock-Tenn Company | | Issuer | Yes | For | For |
| | | | | 4. Advisory vote on executive compensation | | Issuer | Yes | For | For |
| | | | | 5. Shareholder proposal - repeal classified board | | Security Holder | Yes | Against | For |
| | | | | | | | | | |
Schlumberger | SLB | 806857108 | 4/10/13 | | 1. Elect eleven directors: a. Peter L.S. Currie, b. Tony Issac, c. K. Vaman Kamath, d. Paal Kibsgaard, e. Nikolay Kudryavtsev, f. Adrian Lajous, g. Micael E. Marks, h. Lubna S. Olayan, i. L. Rafael Reif, j. Tore I. Sandvold, k. Henri Seydoux | | Issuer | Yes | For | For |
| | | | | 2. Approve, on an advisory basis, the Company's executive compensation. | | Issuer | Yes | For | For |
| | | | | 3. Approve the Company's 2012 financial statements and declarations of dividends. | | Issuer | Yes | For | For |
| | | | | 4. Approve the appointment of the independent registered public accounting firm, PricewaterhouseCoopers LLP to audit the 2013 Company’s accounts. | | Issuer | Yes | For | For |
| | | | | 5. Approve the adoption of the 2013 Schlumberger Omnibus incentive plan. | | Issuer | Yes | For | For |
| | | | | 6. Approve the adoption of an amendment and restatement of the Schlumberger Discount Stock Purchase Plan. | | Issuer | Yes | For | For |
| | | | | | | | | | |
Tesoro Corporation | TSO | 881609101 | 5/1/13 | | 1. Elect ten directors: A. Rodney F. Chase, B. Gregory J. Goff, C. Robert W. Goldman, D. Steven H. Grapstein, E. David Lilley, F. Mary Pat McCarthy, G. J.W. Nokes, H. Susan Tomasky, I. Michael E. Wiley, J. Patrick Y. Yang | | Issuer | Yes | For | For |
| | | | | 2. To conduct an advisory vote to approve executive compensation | | Issuer | Yes | For | For |
| | | | | 3. Approve the Tesoro Corporation amended and restated 2011 long-term incentive plan | | Issuer | Yes | For | For |
| | | | | 4. To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm | | Issuer | Yes | For | For |
| | | | | | | | | | |
Whirpool Corporation | WHR | 963320106 | 4/16/13 | | 1. Elect 11 directors: a. Samuel R. Allen, b. Gary T. DiCamillo, c. Diane M. Dietz, d. Jeff M. Fettig, e. Michael F. Johnston, f. William T. Kerr, g. John D. Liu, h. Harish Manwani, i. William D. Perez, j. Michael A. Todman, k. Michael D. White. | | Issuer | Yes | For | For |
| | | | | 2. Approve on an advisory basis, the compensation of Whirlpool’s executives. | | Issuer | Yes | For | For |
| | | | | 3. Ratify appointment of Ernst & Young LLP as independent registered public accounting firm for 2013. | | Issuer | Yes | For | For |
| | | | | 4. Approve amended and restated 2010 omnibus stock and incentive plan. | | Issuer | Yes | Against | Against |
| | | | | 5. Stockholder proposal on requiring Shareholder approval of certain executive agreements. | | 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. |
| | | | | | | | | | |
Camden Property Trust | CPT | 133131102 | 5/10/13 | | 1. Elect ten directors: 1. Richard J. Camop, 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, 10. Kelvin R. Westbrook | | Issuer | Yes | For | For |
| | | | | 2. Ratification of Deloitte & Touche LLP as the independent registered public accounting firm | | Issuer | Yes | For | For |
| | | | | 3. Approval, by an advisory vote, of executive compensation | | Issuer | Yes | For | For |
| | | | | | | | | | |
CBRE Group | CBG | 12504L109 | 5/9/13 | | 1. Elect eleven directors: 1. Richard C. Blum, 2. Brandon B. Boze, 3. Curtis F. Feeny, 4. Bradford M. Freeman, 5. Michael Kantor, 6. Frederic V. Malek, 7. Jane J. Su, 8. Robert E. Sulentic, 9. Laura D. Tyson, 10. Gary L. Wilson, 11. Ray Wirta | | Issuer | Yes | For | For |
| | | | | 2. Ratification of KPMG LLP as our independent registered public accounting firm for 2013 | | Issuer | Yes | For | For |
| | | | | 3. Advisory vote to approve named executive officer compensation | | Issuer | Yes | For | For |
| | | | | | | | | | |
Chesapeake Lodging Trust | CHSP | 165240102 | 5/21/13 | | 1. Elect seven directors: 1. James L. Francis, 2. Douglas W. Vicari, 3. Thomas A. Natelli, 4. Thomas D. Eckert, 5. John W. Hill, 6. George F. McKenzie, 7. Jeffrey D. Nuechterlein | | Issuer | Yes | For | For |
| | | | | 2. Consider and vote upon a proposal to ratify the appointment of Ernst & Young LLP as the trust's independent registered public accounting firm for 2013 | | Issuer | Yes | For | For |
| | | | | 3. Consider and vote upon a non-binding advisory proposal to approve the trust's executive compensation programs as described in the trust's 2013 proxy statement | | Issuer | Yes | For | For |
| | | | | | | | | | |
CubeSmart | CUBE | 229663109 | 5/29/13 | | 1. Elect eight directors: 1. William M. Diefenderfer, 2. Piero Bussani, 3. Dean Jernigan, 4. Marianne M. Keler, 5. Deborah R. Salzberg, 6. John F. Remondi, 7. Jeffrey F. Rogatz, 8. John W. Fain | | Issuer | Yes | For | For |
| | | | | 2. Ratify appointment of KPMG LLP as an independent registered public accounting firm for fiscal 2013 | | Issuer | Yes | For | For |
| | | | | 3. Approve by non-binding vote, executive compensation | | Issuer | Yes | For | For |
| | | | | | | | | | |
DiamondRock Hospitality Company | DRH | 252784301 | 5/8/13 | | 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. Bruce D. Wardinski, 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 DiamondRock Hospitality Company for the fiscal year ending December 31, 2013 | | Issuer | Yes | For | For |
| | | | | | | | | | |
Equity Residential | EQR | 29476l107 | 6/13/13 | | 1. Elect eleven 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, 11. Samuel Zell | | Issuer | Yes | For | For |
| | | | | 2. Ratification of the selection of Ernst & Young LLP as the company's independent auditor for the year ending December 31, 2013 | | Issuer | Yes | For | For |
| | | | | 3. Approval of executive compensation | | Issuer | Yes | For | For |
| | | | | 4. Shareholder proposal relating to sustainability reporting | | Security Holder | Yes | Against | For |
| | | | | | | | | | |
Essex Property Trust, Inc. | ESS | 297178105 | 5/14/13 | | 1. Elect three directors: 1. Keith R. Guericke, 2. Issie N. Rabinovitch, 3. Thomas E. Randlett | | Issuer | Yes | For | For |
| | | | | 2. Amendment of our charter to eliminate classification of the board of directors and elect directors annually | | Issuer | Yes | For | For |
| | | | | 3. Approval of the 2013 stock award and incentive compensation plan | | Issuer | Yes | For | For |
| | | | | 4. Approval of the 2013 employee stock purchase plan | | Issuer | Yes | For | For |
| | | | | 5. Ratification of the appointment of KPMG LLP as the independent registered public accounting firm for the company for the year ending December 31, 2013 | | Issuer | Yes | For | For |
| | | | | 6. Advisory approval of the company's executive compensation | | Issuer | Yes | For | For |
| | | | | | | | | | |
Extra Space Storage Inc. | EXR | 30225T102 | 5/21/13 | | 1. Elect seven directors: 1. Kenneth M. Woolley, 2. Spencer F. Kirk, 3. Anthony Fanticola, 4. Hugh W. Horne, 5. Joseph D. Margolis, 6. Roger B. Porter, 7. K. Fred Skousen | | Issuer | Yes | For | For |
| | | | | 2. Ratification of the appointment of Ernst & Young LLP as the company's independent registered public accounting firm | | Issuer | Yes | For | For |
| | | | | 3. Advisory vote on the compensation of the named executive officers | | Issuer | Yes | For | For |
| | | | | | | | | | |
Federal Realty Investment Trust | FRT | 313747206 | 5/1/13 | | 1. Elect seven directors: 1. Jon E. Bortz, 2. David W. Faeder, 3. Kristin Gamble, 4. Gail P. Steinel, 5. Warren M. Thompson, 6. Joseph S. Vassalluzzo, 7. Donald C. Wood | | Issuer | Yes | For | For |
| | | | | 2. Ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2013 | | Issuer | Yes | For | For |
| | | | | 3. To hold an advisory vote approving the compensation of our named executive officers | | Issuer | Yes | For | For |
| | | | | | | | | | |
General Growth Properties, Inc. | GGP | 370023103 | 5/10/13 | | 1. Elect nine directors: 1. Richard B. Clark, 2. Mary Lou Fiala, 3. J. Bruce Flatt, 4. John K. Haley, 5. Cyrus Madon, 6. Sandeep Mathrani, 7. Davide J. Neithercut, 8. Mark R. Patterson, 9. John G. Schreiber | | Issuer | Yes | For | For |
| | | | | 2. Ratification of Deloitte and Touche LLP as the company's independent registered public accounting firm | | Issuer | Yes | For | For |
| | | | | | | | | | |
| | | | | 3. Approval, on advisory basis, of the compensation paid to the named executive officers | | Issuer | Yes | For | For |
| | | | | | | | | | |
Hersha Hospitality Trust | HT | 427825104 | 5/23/13 | | 1. Elect four directors: A. Hasu P. Shah, B. Dianna F. Morgan, C. Kiran P. Patel, D. John M. Sabin | | Issuer | Yes | For | For |
| | | | | 2. Approve, on an advisory basis, the compensation of the named executive officers | | Issuer | Yes | For | For |
| | | | | 3. Ratification of KPMG LLP as the independent auditors | | Issuer | Yes | For | For |
| | | | | | | | | | |
Host Hotels & Resorts, Inc. | HST | 44107P104 | 5/16/13 | | 1. Elect nine directors: A. Sheila C. Bair, B. Robert M. Baylis, C. Terence C. Golden, D. Ann M. Korologos, E. Richard E. Marriott, F. John B. Morse, Jr., G. Walter C. Rakowich, H. Gordon H. Smith, I. W. Edward Walter | | Issuer | Yes | For | For |
| | | | | 2. Ratify appointment of KPMG LLP as independent registered public accountants for 2013 | | Issuer | Yes | For | For |
| | | | | 3. Advisory resolution to approve executive compensation | | Issuer | Yes | For | For |
| | | | | | | | | | |
Jones Lang Lasalle Incorporated | JLL | 48020Q107 | 5/30/13 | | 1. Elect nine directors: A. Hugo Bague, B. Colin Dyer, C. Deanne Julius, D. Kate S. LaVelle, E. Ming Lu, F. Martin H. Nesbitt, G. Sheila A. Penrose, H. David B. Rickard, I. Roger T. Staubach | | Issuer | Yes | For | For |
| | | | | 2. Approve, by non-binding vote, executive compensation | | Issuer | Yes | For | For |
| | | | | 3. Ratify the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2013 | | Issuer | Yes | For | For |
| | | | | | | | | | |
Pebblebrook Hotel Trust | PEB | 70509V100 | 7/10/12 | | 1. Elect seven directors: 1. Jon E. Bortz, 2. Cydney C. Donnell, 3. Ron E. Jackson, 4. Phillip M. Miller, 5. Michael J. Schall, 6. Earl E. Webb, 7. Laura H. Wright | | Issuer | Yes | For | For |
| | | | | 2. Ratification of the appointment of KPMG LLP to serve as our independent registered public accountants for the year ending December 31, 2012 | | Issuer | Yes | For | For |
| | | | | 3. Approval, by advisory and non-binding vote, of executive compensation | | Issuer | Yes | For | For |
| | | | | 4. Approval of amended and restated 2009 equity incentive plan | | Issuer | Yes | For | For |
| | | | | | | | | | |
Prologis, Inc. | PLD | 74340W103 | 5/2/13 | | 1. Elect ten directors: A. Hamid R. Moghadam, B. George L. Fotiades, C. Christine N. Garvey, D. Lydia H. Kennard, E. J. Michael Losh, F. Irving F. Lyons III, G. Jeffrey L. Skelton, H. D. Michael Steurert, I. Carl B. Webb, J. William D. Zollars | | Issuer | Yes | For | For |
| | | | | 2. Advisory vote to approve the company's executive compensation for 2012 | | Issuer | Yes | For | For |
| | | | | 3. Ratification of the appointment of KPMG LLP as the company's independent registered public accounting firm for the year 2013 | | Issuer | Yes | For | For |
| | | | | | | | | | |
Public Storage | PSA | 74460D109 | 5/9/13 | | 1. Elect six of eight directors: 1. Ronald L. Havner, Jr., 3. Uri P. Harkham, 5. Avedick B. Poladian, 6. Gary E. Pruitt, 7. Ronald P. Spogli, 8. Daniel C. Staton | | Issuer | Yes | For | For |
| | | | | 1. Elect two of eight directors: 2. Tamara Hughes Gustavson, 4. B. Wayne Hughes, Jr. | | Issuer | Yes | Against | Against |
| | | | | | | | | | |
| | | | | 2. Ratification of appointment of Ernst & Young LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2013 | | Issuer | Yes | For | For |
| | | | | 3. Advisory vote to approve executive compensation | | Issuer | Yes | For | For |
| | | | | | | | | | |
RLJ Lodging Trust | RLJ | 74965L101 | 5/2/13 | | 1. Elect seven trustees: 1. Robert L. Johnson, 2. Thomas J. Baltimore, Jr., 3. Evan Bayh, 4. Nathaniel A. Davis, 5. Robert M. La Forgia, 6. Glenda G. McNeal, 7. Joseph Ryan | | Issuer | Yes | For | For |
| | | | | 2. Ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2013 | | Issuer | Yes | For | For |
| | | | | 3. Advisory vote to approve the compensation of our named executive officers, as such compensation is set forth in our 2013 proxy statement, which is commonly referred to as "say-on-pay" | | Issuer | Yes | For | For |
| | | | | | | | | | |
Sherwin Williams | SHW | 824348106 | 4/17/13 | | 1. Fix the number of directors at 8 and elect the 8 director nominees named until the next Annual Meeting and until their successors are elected: a. A.F Anton, b. C.M. Connor, c. D.F. Hodnik, d. T.G. Kadien, e. R.J. Kramer, f. S.J. Kropf, g. R.K. Smucker, h. J.M. Stropki | | Issuer | Yes | For | For |
| | | | | 2. Approve on an advisory basis, the compensation of the named executives. | | Issuer | Yes | For | For |
| | | | | 3. Amendment to articles of incorporation to implement majority voting in uncontested elections of directors. | | Issuer | Yes | For | For |
| | | | | 4. Ratification of Ernst & Young LLP as independent registered public accounting firm for 2013. | | Issuer | Yes | For | For |
| | | | | | | | | | |
Simon Property Group, Inc. | SPG | 828806109 | 5/14/13 | | 1. Elect seven directors: A. Melvyn E. Bergstein, B. Larry C. Glasscock, C. Karen N. Horn, PH.D, D. Allan Hubbard, E. Reuben S. Leibowitz, F. Daniel C. Smith, PH.D., G. J. Albert Smith, Jr. | | Issuer | Yes | For | For |
| | | | | 2. Annual Advisory vote to approve the company's executive compensation | | Issuer | Yes | For | For |
| | | | | 3. Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2013 | | Issuer | Yes | For | For |
| | | | | | | | | | |
Sovran Self Storage, Inc. | SSS | 84610H108 | 5/22/13 | | 1. Elect six directors: 1. Robert J. Attea, 2. Kenneth F. Myszka, 3. Anthony P. Gammie, 4. Charles E. Lannon, 5. James R. Boldt, 6. Stephen R. Rusmisel | | Issuer | Yes | For | For |
| | | | | 2. Ratification of the appointment of Ernst & Young LLP as the company's independent registered public accounting firm for the fiscal year 2013 | | Issuer | Yes | For | For |
| | | | | 3. Proposal to approve the compensation of the company's executive officers | | Issuer | Yes | For | For |
| | | | | | | | | | |
Strategic Hotels & Resorts, Inc. | BEE | 86272T106 | 5/23/13 | | 1. Elect nine directors: 1. Robert P. Bowen, 2. Kenneth Fisher, 3. Raymond L. Gellein, Jr., 4. James A. Jeffs, 5. Richard D. Kincaid, 6. Sir David M.C. Michels, 7. William A. Prezant, 8. Eugene F. Reilly, 9. Sheli Z. Rosenberg | | Issuer | Yes | For | For |
| | | | | 2. Approval on an advisory basis of the compensation of our named executive officers as described in our annual meeting of stockholders | | Issuer | Yes | For | For |
| | | | | | | | | | |
| | | | | 3. Ratification of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2013 | | Issuer | Yes | For | For |
| | | | | 4. Non-binding stockholder proposal, if properly presented at the meeting, to redeem any shareholder rights agreements (poison pill), such as the Rights Agreement and require a majority shareholder vote for any "poison pill" form, making it more difficult or expensive to acquire large holdings or the company's stock | | Security Holder | Yes | Against | For |
| | | | | | | | | | |
Sunstone Hotel Investors, Inc. | SHO | 867892101 | 5/1/13 | | 1. Elect eight directors: 1. Andrew Batinovich, 2. Z. Jamie Behar, 3. Kenneth E. Cruise, 4. Thomas A. Lewis, Jr., 5. Keith M. Locker, 6. Douglas M. Pasquale, 7. Keith P. Russell, 8. Lewis N. Wolff | | Issuer | Yes | For | For |
| | | | | 2. Ratification of 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, 2013 | | Issuer | Yes | For | For |
| | | | | 3. Advisory vote on the compensation of Sunstone's named executive officers | | Issuer | Yes | For | For |
| | | | | 4. Non-binding shareholder proposal urging the Board to take all steps necessary under applicable law to cause the company to opt out of Maryland's Unsolicited Takeover Act and to require a majority vote of shareholders before opting back into the Act | | Security Holder | Yes | Against | For |
| | | | | | | | | | |
Whirpool Corporation | WHR | 963320106 | 4/16/13 | | 1. Elect 11 directors: a. Samuel R. Allen, b. Gary T. DiCamillo, c. Diane M. Dietz, d. Jeff M. Fettig, e. Michael F. Johnston, f. William T. Kerr, g. John D. Liu, h. Harish Manwani, i. William D. Perez, j. Michael A. Todman, k. Michael D. White. | | Issuer | Yes | For | For |
| | | | | 2. Approve on an advisory basis, the compensation of Whirlpool’s executives. | | Issuer | Yes | For | For |
| | | | | 3. Ratify appointment of Ernst & Young LLP as independent registered public accounting firm for 2013. | | Issuer | Yes | For | For |
| | | | | 4. Approve amended and restated 2010 omnibus stock and incentive plan. | | Issuer | Yes | Against | Against |
| | | | | 5. Stockholder proposal on requiring Shareholder approval of certain executive agreements. | | Security Holder | Yes | Against | For |
| | | | | | | | | | |
Wyndham Worldwide Corporation | WYN | 98310W108 | 5/14/13 | | 1. Elect two directors: 1. Brian Mulroney, 2. Michael H. Wargotz | | Issuer | Yes | For | For |
| | | | | 2. Advisory vote to approve the Wyndham Worldwide Corporation executive compensation program | | Issuer | Yes | For | For |
| | | | | 3. Ratification of the appointment of Deloitte & Touche LLP to serve as our independent registered public accounting firm for fiscal year 2013 | | 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. |
| | | | | | | | | | |
BlackRock, Inc. | BLK | 09247X101 | 5/30/13 | | 1. Elect eight directors: A. Abdlatif Yousef Al-Hamad, B. Mathis Cabiallavetta, C. Dennis D. Dammerman, D. Jessica P. Einhorn, E. Fabrizio Freda, F. David H. Komansky, G. James E. Rohr, H. Susan L. Wagner | | Issuer | Yes | For | For |
| | | | | 2. Approve, in a non-binding vote, the compensation of the named executive officers, as disclosed and discussed in the proxy statement | | Issuer | Yes | For | For |
| | | | | 3. Ratify the appointment of Deloitte & Touche LLP as BlackRock's independent registered public accounting firm for fiscal year 2013 | | Issuer | Yes | For | For |
| | | | | | | | | | |
Cameron International Corporation | CAM | 13342B105 | 5/8/13 | | 1. Elect four directors: A. James T. Hackett, B. Michael E. Patrick, C. Jon Erik Reinhardsen, D. Bruce W. Wilkinson | | Issuer | Yes | For | For |
| | | | | 2. Ratify the appointment of Ernst & Young LLP as the company's independent registered public accountants for 2013 | | Issuer | Yes | For | For |
| | | | | 3. Approve, on an advisory basis, the company's 2012 executive compensation | | Issuer | Yes | For | For |
| | | | | 4. Approve the amendments to and the restatement of the company's equity incentive plan | | Issuer | Yes | For | For |
| | | | | | | | | | |
Citigroup Inc. | C | 172967424 | 4/24/13 | | 1. Elect eleven directors: A. Michael L. Corbat, B. Franz B Humer, C. Robert L. Joss, D. Michael E. O'Neill, E. Judith Rodin, F. Robert L. Ryan, G. Anthony M. Santomero, H. Joan E. Spero, I. Diana L. Taylor, J. William S. Thompson, Jr., K. Ernesto Zedillo Ponce de Leon | | Issuer | Yes | For | For |
| | | | | 2. Ratify the appointment of KPMG LLP as Citi's independent registered public accounting firm | | Issuer | Yes | For | For |
| | | | | 3. Approve advisory vote on executive compensation | | Issuer | Yes | For | For |
| | | | | 4. Approve an amendment to the Citigroup 2009 stock incentive plan (relating to dividend equivalents) | | Issuer | Yes | For | For |
| | | | | 5. Stockholder proposal requesting executives retain a significant portion of their stock until reaching normal retirement age | | Security Holder | Yes | Against | For |
| | | | | 6. Stockholder proposal requesting a report on lobbying and grassroots lobbying contributions | | Security Holder | Yes | Against | For |
| | | | | 7. Stockholder proposal requesting that the board institute a policy to make it more practical to deny indemnification for directors | | Security Holder | Yes | Against | For |
| | | | | | | | | | |
Continental Resources, Inc. | CLR | 212015101 | 8/10/12 | | 1. Approve issuance of shares of common stock pursuant to the terms and conditions of a reorganization and purchase and sale agreement, dated as of March 27, 2012 (the "Agreement'), in accordance with Section 312.03(B) of the New York Stock Exchange listed company manual and the requirements of the agreement | | Issuer | Yes | For | For |
| | | | | | | | | | |
Delta Air Lines, Inc. | DAL | 247361702 | 6/27/13 | | 1. Elect fourteen 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. William H. Easter III, H. Mickey P. Foret, I. Shirley C. Franklin, J. David R. Goode, K. George N. Mattson, L. Paula Rosput Reynolds, M. Kenneth C. Rogers, N. 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. Ratify appointment of Ernst & Young LLP as Delta's independent auditors for the year ending December 31, 2013 | | Issuer | Yes | For | For |
| | | | | 4. Stockholder proposal requesting the board of directors adopt a stock retention policy for senior executives | | Security Holder | Yes | Against | For |
| | | | | | | | | | |
D. R. Horton, Inc. | DHI | 23331A109 | 1/24/13 | | 1. Elect six directors: A. Donald R. Horton, B. Bradley S. Anderson, C. Michael R. Buchanan, D. Michael W. Hewatt, E. Bob G. Scott and F. Donald J. Tomnitz | | Issuer | Yes | For | For |
| | | | | 2. Approve advisory vote on executive compensation | | Issuer | Yes | For | For |
| | | | | 3. Approve the performance criteria under 2000 Incentive Bonus Plan for Section 162(M) purposes | | Issuer | Yes | For | For |
| | | | | 4. Ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm | | Issuer | Yes | For | For |
| | | | | | | | | | |
FMC Technologies, Inc. | FTI | 30249U101 | 5/3/13 | | 1. Elect three directors: A. Eleazar De Carvalho Filho, B. Claire S. Farley, C. Joseph H. Netherland | | Issuer | Yes | For | For |
| | | | | 2. Ratify appointment of KPMG LLP as the independent registered public accounting firm for 2013 | | Issuer | Yes | For | For |
| | | | | 3. Advisory approval of 2012 executive compensation | | Issuer | Yes | For | For |
| | | | | 4. Reapprove the material terms of the performance goals under the amended and restated incentive compensation and stock plan | | Issuer | Yes | For | For |
| | | | | 5. Stockholder proposal concerning accelerated vesting of senior executive equity awards upon a change in control | | Security Holder | Yes | Against | For |
| | | | | | | | | | |
The Goldman Sachs Group, Inc. | GS | 38141G104 | 5/23/13 | | 1. Elect twelve directors: A. Lloyd C. Blankfein, B. M. Michele Burns, C. Gary D. Cohn, D. Glaes Dahlback, E. William W. George, F. James A. Johnson, G. Lakshmi N. Mittal, H. Adebayo O. Ogunlesi, I. James J. Schiro, J. Debora L. Spar, K. Mark E. Tucker, L. David A. Viniar | | Issuer | Yes | For | For |
| | | | | 2. Advisory vote to approve executive compensation | | Issuer | Yes | For | For |
| | | | | 3. Approval of The Goldman Sachs amended and restated stock incentive plan (2013) | | Issuer | Yes | For | For |
| | | | | 4. Ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2013 | | Issuer | Yes | For | For |
| | | | | 5. Shareholder proposal regarding Human rights committee | | Security Holder | Yes | Against | For |
| | | | | 6. Shareholder proposal regarding Goldman Sachs lobbying disclosure | | Security Holder | Yes | Against | For |
| | | | | 7. Shareholder proposal regarding proxy access for shareholders | | Security Holder | Yes | Against | For |
| | | | | | | | | | |
| | | | | 8. Shareholder proposal regarding maximization of value for shareholders | | Security Holder | Yes | Against | For |
| | | | | | | | | | |
Halliburton Company | HAL | 406216101 | 5/15/13 | | 1. Elect eleven directors: A. A.M. Bennett, B. J.R. Boyd, C. M. Carroll, D. N.K. Dicciani, E. M.S. Gerber, F. J.C. Grubisich, G. A.S. Jum'ah, H. D.J. Lesar, I. R.A. Malone, J. J.L. Martin, K. D.L. Reed | | Issuer | Yes | For | For |
| | | | | 2. Ratify selection of KPMG LLP as principal independent public accountants for Halliburton for 2013 | | Issuer | Yes | For | For |
| | | | | 3. Advisory approval of the company's executive compensation | | Issuer | Yes | For | For |
| | | | | 4. Proposal to amend and restate the Halliburton Company stock and incentive plan | | Issuer | Yes | For | For |
| | | | | 5. Shareholder proposal on Human rights policy | | Security Holder | Yes | Against | For |
| | | | | | | | | | |
Herbalife LTD. | HLF | G4412G101 | 4/25/13 | | 1. Elect five directors: 1. Jonathan Christodoro, 2. Keith Cozza, 3. Leroy T. Barnes, Jr. 4. Richard P. Bermingham, 5. Jeffrey T. Dunn | | Issuer | Yes | For | For |
| | | | | 2. Vote to advise as to the company's executive compensation | | Issuer | Yes | For | For |
| | | | | 3. Vote to approve an amendment to the company's amended and restated memorandum and articles of association to implement the annual election of directors | | Issuer | Yes | For | For |
| | | | | 4. Vote to ratify the appointment of KPMG LLP, as the company's independent registered public accountants for fiscal 2013 | | Issuer | Yes | For | For |
| | | | | | | | | | |
Hertz Global Holdings, Inc. | HTZ | 42805T105 | 5/15/13 | | 1. Elect three directors: 1. Barry H. Beracha, 2. Brian A. Bernasek, 3. George W. Tamke | | Issuer | Yes | For | For |
| | | | | 2. Approval, by non-binding vote, of the named executive officers' compensation | | Issuer | Yes | For | For |
| | | | | 3. Approval of the amended and restated Hertz Global Holdings, Inc. employee stock purchase plan | | Issuer | Yes | For | For |
| | | | | 4. Ratification of the selection of PricewaterhouseCoopers LLP as the corporation's independent registered public accounting firm for the year 2013 | | Issuer | Yes | For | For |
| | | | | | | | | | |
International Paper Company | IP | 460146103 | 5/13/13 | | 1. Elect ten directors: A. David J. Brozczek, B. Ahmet C. Dorduncu, C. John V. Faraci, D. Ilene S. Gordon, E. Stacey J. Mobley, F. Joan E. Spero, G. John L. Townsend, III, H. John F. Turner, I. William G. Walter, J. J. Steven Whisler | | Issuer | Yes | For | For |
| | | | | 2. Ratification of Deloitte & Touche LLP as the company's independent registered public accounting firm for 2013 | | Issuer | Yes | For | For |
| | | | | 3. Amendment of the company's restated certificate of incorporation regarding shareowner action by written consent | | Issuer | Yes | For | For |
| | | | | 4. A non-binding resolution to approve the compensation of the company's named executive officers, as disclosed under the heading "compensation discussion & analysis” | | Issuer | Yes | For | For |
| | | | | 5. Shareowner proposal concerning a policy on accelerated vesting of equity awards of senior executives upon a change in control | | Security Holder | Yes | Against | For |
| | | | | | | | | | |
Lennar Corporation | LEN | 526057104 | 4/10/13 | | 1. Elect eight directors to serve until next Annual Meeting: 1. Irving Bolotin, 2. Steven L. Gerard, 3. Theron I. (TIG) Gilliam, 4. Sherrill W. Hudson, 5. R. Kirk Landon, 6. Sidney Lapidus, 7. Stuart A. Miller, 8. Jeffrey Sonnenfeld. | | Issuer | Yes | For | For |
| | | | | 2. Advisory, (non-binding "say on pay") vote to approve named executives compensation. | | Issuer | Yes | For | For |
| | | | | 3. Ratify the appointment of Deloitte & Touche LLP as company’s independent registered public accounting firm for fiscal year ending November 30, 2013. | | Issuer | Yes | For | For |
| | | | | | | | | | |
Marathon Petroleum Corporation | MPC | 56585A102 | 4/24/13 | | 1. Elect three directors: 1. Evan Bayh, 2. William L. Davis, 3. Thomas J. Usher | | Issuer | Yes | For | For |
| | | | | 2. Ratification of the selection of PricewaterhouseCoopers LLP as the company's independent auditor for 2013 | | Issuer | Yes | For | For |
| | | | | 3. Advisory approval of the company's 2013 named executive officer compensation | | Issuer | Yes | For | For |
| | | | | 4. Approval of amendment to restated certificate of incorporation to eliminate the classification of the board of directors | | Issuer | Yes | For | For |
| | | | | | | | | | |
Mohawk Industries, Inc. | MHK | 608190104 | 5/8/13 | | 1. Elect two directors: 1. Mr. Fiedler, 2. Mr. Wellborn | | Issuer | Yes | For | For |
| | | | | 2. Ratify selection of KMPG LLP as the company's independent registered public accounting firm | | Issuer | Yes | For | For |
| | | | | 3. Advisory vote to approve executive compensation, as disclosed in the company's proxy statement for the 2013 annual meeting of stockholders | | Issuer | Yes | For | For |
| | | | | | | | | | |
Morgan Stanley | MS | 617446448 | 5/14/13 | | 1. Elect fourteen directors: A. Erskine B. Bowles, B. Howard J. Davies, C. Thomas H. Glocer, D. James P. Gorman, E. Robert H. Herz, F. C. Robert Kidder, G. Klaus Kleinfeld, H. Donald T. Nicolaisen, I. Hutham S. Olayan, J. James W. Owens, K. O. Griffith Sexton, L. Ryosuke Tamakoshi, M. Masaaki Tanaka, N. Laura D. Tyson | | Issuer | Yes | For | For |
| | | | | 2. Ratify appointment of Deloitte & Touche LLP as independent auditor | | Issuer | Yes | For | For |
| | | | | 3. Approve the compensation of executives as disclosed in the proxy statement (non-binding advisory resolution) | | Issuer | Yes | For | For |
| | | | | 4. Amend the 2007 equity incentive compensation plan to increase shares available for grant | | Issuer | Yes | For | For |
| | | | | 5. Amend the 2007 equity incentive compensation plan to provide for qualifying performance-based long-term incentive awards under section 162 (m) | | Issuer | Yes | For | For |
| | | | | 6. Amend the section 162 (m) performance formula governing annual incentive compensation for certain officers | | Issuer | Yes | For | For |
| | | | | | | | | | |
NVR, Inc. | NVR | 62944T105 | 5/7/13 | | 1. Elect thirteen directors: A. C.E. Andrews, B. Robert C. Butler, C. Timothy M. Donahue, D. Thomas D. Eckert, E. Alfred E. Festa, F. Ed Grier, G. Manuel H. Johnson, H. Mel Martinez, I. William A. Moran, J. David A. Preiser, K. W. Grady Rosier, L. Dwight C. Schar, M. Paul W. Whetsell | | Issuer | Yes | For | For |
| | | | | | | | | | |
| | | | | 2. Ratification of appointment of KPMG LLP as independent auditors for the year ending December 31, 2013 | | Issuer | Yes | For | For |
| | | | | 3. Advisory vote on the approval of executive compensation | | Issuer | Yes | For | For |
| | | | | | | | | | |
Rock-Tenn Company | RKT | 772739207 | 1/25/13 | | 1. Elect three directors: 1. G. Stephen Felker, 2. Lawrence L. Gellerstedt and 3. John W. Spiegel | | Issuer | Yes | For | For |
| | | | | 2. Approve the adoption of the Rock-Tenn Company Amended and Restated Annual Executive Bonus Program to amend and restate Rock-Tenn Company's current Annual Executive Bonus Program | | Issuer | Yes | For | For |
| | | | | 3. Ratify the appointment of Ernst & Young LLP to serve as the independent registered public accounting firm of Rock-Tenn Company | | Issuer | Yes | For | For |
| | | | | 4. Advisory vote on executive compensation | | Issuer | Yes | For | For |
| | | | | 5. Shareholder proposal - repeal classified board | | Security Holder | Yes | Against | For |
| | | | | | | | | | |
Schlumberger | SLB | 806857108 | 4/10/13 | | 1. Elect eleven directors: a. Peter L.S. Currie, b. Tony Issac, c. K. Vaman Kamath, d. Paal Kibsgaard, e. Nikolay Kudryavtsev, f. Adrian Lajous, g. Micael E. Marks, h. Lubna S. Olayan, i. L. Rafael Reif, j. Tore I. Sandvold, k. Henri Seydoux | | Issuer | Yes | For | For |
| | | | | 2. Approve, on an advisory basis, the Company's executive compensation. | | Issuer | Yes | For | For |
| | | | | 3. Approve the Company's 2012 financial statements and declarations of dividends. | | Issuer | Yes | For | For |
| | | | | 4. Approve the appointment of the independent registered public accounting firm, PricewaterhouseCoopers LLP to audit the 2013 Company’s accounts. | | Issuer | Yes | For | For |
| | | | | 5. Approve the adoption of the 2013 Schlumberger Omnibus incentive plan. | | Issuer | Yes | For | For |
| | | | | 6. Approve the adoption of an amendment and restatement of the Schlumberger Discount Stock Purchase Plan. | | Issuer | Yes | For | For |
| | | | | | | | | | |
Signet Jewelers Limited | SIG | G81276100 | 6/14/13 | | 1. Elect seven directors: A. Dale W. Hilpert, B. H. Todd Stitzer, C. Marianne Parrs, D. Michael Barnes, E. Russell Walls, F. Thomas G. Plaskett, G. Virginia Drosos | | Issuer | Yes | For | For |
| | | | | 2. To appoint KPMG LLP as independent auditor of the company, to hold office from the conclusion of this meeting until the conclusion of the next annual meeting of the company and to authorize the audit committee to determine its compensation | | Issuer | Yes | For | For |
| | | | | 3. To approve, on a non-binding advisory basis, the compensation of our named executive officers as disclosed in the proxy statement (the "say-on-pay" vote) | | Issuer | Yes | For | For |
| | | | | | | | | | |
Tesoro Corporation | TSO | 881609101 | 5/1/13 | | 1. Elect ten directors: A. Rodney F. Chase, B. Gregory J. Goff, C. Robert W. Goldman, D. Steven H. Grapstein, E. David Lilley, F. Mary Pat McCarthy, G. J.W. Nokes, H. Susan Tomasky, I. Michael E. Wiley, J. Patrick Y. Yang | | Issuer | Yes | For | For |
| | | | | 2. To conduct an advisory vote to approve executive compensation | | Issuer | Yes | For | For |
| | | | | 3. Approve the Tesoro Corporation amended and restated 2011 long-term incentive plan | | Issuer | Yes | For | For |
| | | | | | | | | | |
| | | | | 4. To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm | | Issuer | Yes | For | For |
| | | | | | | | | | |
Western Digital Corporation | WDC | 958102105 | 11/8/12 | | 1. Elect twelve 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. Kensuke Oka, j. Thomas E. Pardun, k. Arif Shakeel and l. Masahiro Yamamura | | Issuer | Yes | For | For |
| | | | | 2. Approve an amendment and restatement of the 2004 Performance Incentive Plan that would, among other things, increase by 11,500,000 the number of shares of common stock available for issuance under the plan | | Issuer | Yes | Against | Against |
| | | | | 3. Approve an amendment and restatement of the 2005 Employee Stock Purchase Plan that would among other things, increase by 8,000,000 the number of shares of common stock available for issuance under the plan | | Issuer | Yes | For | For |
| | | | | 4. Approve on an advisory basis the named executive officer compensation in this Proxy Statement | | Issuer | Yes | For | For |
| | | | | 5. Ratify the appointment of KPMG LLP as independent registered public accounting firm for the fiscal year ending June 28, 2013 | | Issuer | Yes | For | For |
| | | | | | | | | | |
Whirpool Corporation | WHR | 963320106 | 4/16/13 | | 1. Elect 11 directors: a. Samuel R. Allen, b. Gary T. DiCamillo, c. Diane M. Dietz, d. Jeff M. Fettig, e. Michael F. Johnston, f. William T. Kerr, g. John D. Liu, h. Harish Manwani, i. William D. Perez, j. Michael A. Todman, k. Michael D. White. | | Issuer | Yes | For | For |
| | | | | 2. Approve on an advisory basis, the compensation of Whirlpool’s executives. | | Issuer | Yes | For | For |
| | | | | 3. Ratify appointment of Ernst & Young LLP as independent registered public accounting firm for 2013. | | Issuer | Yes | For | For |
| | | | | 4. Approve amended and restated 2010 omnibus stock and incentive plan. | | Issuer | Yes | Against | Against |
| | | | | 5. Stockholder proposal on requiring Shareholder approval of certain executive agreements. | | 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.
| |
(Registrant) | CGM TRUST |
| |
By (Signature and Title)* | /s/ Robert L. Kemp |
| Robert L. Kemp, President |
| |
Date | August 30, 2013 |
* Print the name and title of each signing officer under his or her signature.
