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: 811-02145
LORD ABBETT BOND-DEBENTURE FUND, INC.
(Exact name of Registrant as specified in charter)
90 Hudson Street, Jersey City, NJ 07302
(Address of principal executive offices) (Zip code)
Brooke A. Fapohunda, Vice President & Assistant Secretary
90 Hudson Street, Jersey City, NJ 07302
(Name and address of agent for service)
Registrant’s telephone number, including area code: (800) 201-6984
Date of fiscal year end: 12/31
Date of reporting period: July 1, 2014 through June 30, 2015
Item 1. Proxy Voting Record.
******************************* FORM N-Px REPORT ******************************* ICA File Number: 811-02145 Reporting Period: 07/01/2014 - 06/30/2015 Lord Abbett Bond-Debenture Fund, Inc. ======================= Lord Abbett Bond Debenture Fund ======================== ACADIA HEALTHCARE COMPANY, INC. Ticker: ACHC Security ID: 00404A109 Meeting Date: MAY 21, 2015 Meeting Type: Annual Record Date: MAR 27, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director E. Perot Bissell For For Management 1.2 Elect Director Hartley R. Rogers For Withhold Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- AFFILIATED MANAGERS GROUP, INC. Ticker: AMG Security ID: 008252108 Meeting Date: JUN 15, 2015 Meeting Type: Annual Record Date: APR 17, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Samuel T. Byrne For For Management 1b Elect Director Dwight D. Churchill For For Management 1c Elect Director Glenn Earle For For Management 1d Elect Director Niall Ferguson For For Management 1e Elect Director Sean M. Healey For For Management 1f Elect Director Tracy P. Palandjian For For Management 1g Elect Director Patrick T. Ryan For For Management 1h Elect Director Jide J. Zeitlin For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Amend Executive Incentive Bonus Plan For For Management 4 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- AKAMAI TECHNOLOGIES, INC. Ticker: AKAM Security ID: 00971T101 Meeting Date: MAY 13, 2015 Meeting Type: Annual Record Date: MAR 17, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director George Conrades For For Management 1.2 Elect Director Jill Greenthal For For Management 1.3 Elect Director F. Thomson Leighton For For Management 2 Amend Omnibus Stock Plan For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- ALASKA AIR GROUP, INC. Ticker: ALK Security ID: 011659109 Meeting Date: MAY 07, 2015 Meeting Type: Annual Record Date: MAR 18, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Patricia M. Bedient For For Management 1.2 Elect Director Marion C. Blakey For For Management 1.3 Elect Director Phyllis J. Campbell For For Management 1.4 Elect Director Dhiren R. Fonseca For For Management 1.5 Elect Director Jessie J. Knight, Jr. For For Management 1.6 Elect Director Dennis F. Madsen For For Management 1.7 Elect Director Helvi K. Sandvik For For Management 1.8 Elect Director Katherine J. Savitt For For Management 1.9 Elect Director J. Kenneth Thompson For For Management 1.10 Elect Director Bradley D. Tilden For For Management 1.11 Elect Director Eric K. Yeaman For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Require Independent Board Chairman Against Against Shareholder -------------------------------------------------------------------------------- ALEXION PHARMACEUTICALS, INC. Ticker: ALXN Security ID: 015351109 Meeting Date: MAY 06, 2015 Meeting Type: Annual Record Date: MAR 13, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Leonard Bell For For Management 1.2 Elect Director David R. Brennan For For Management 1.3 Elect Director M. Michele Burns For For Management 1.4 Elect Director Christopher J. Coughlin For For Management 1.5 Elect Director David L. Hallal For For Management 1.6 Elect Director John T. Mollen For For Management 1.7 Elect Director R. Douglas Norby For For Management 1.8 Elect Director Alvin S. Parven For For Management 1.9 Elect Director Andreas Rummelt For For Management 1.10 Elect Director Ann M. Veneman For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 4 Approve Qualified Employee Stock For For Management Purchase Plan 5 Proxy Access Against For Shareholder 6 Amend Charter -- Call Special Meetings Against For Shareholder -------------------------------------------------------------------------------- ALGOMA ACQUISITION CORP Ticker: Security ID: 01660NAA6 Meeting Date: SEP 10, 2014 Meeting Type: Special Record Date: JUL 30, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1 Bondholder Resolution: Plan of For For Management Arrangement -------------------------------------------------------------------------------- ALKERMES PLC Ticker: ALKS Security ID: G01767105 Meeting Date: MAY 27, 2015 Meeting Type: Annual Record Date: MAR 17, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Floyd E. Bloom For For Management 1.2 Elect Director Nancy J. Wysenski For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Change Location of Annual Meeting For For Management 4 Approve PricewaterhouseCoopers as For For Management Auditors and Authorize Board to Fix Their Remuneration -------------------------------------------------------------------------------- ALLIANCE DATA SYSTEMS CORPORATION Ticker: ADS Security ID: 018581108 Meeting Date: JUN 03, 2015 Meeting Type: Annual Record Date: APR 06, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Bruce K. Anderson For For Management 1.2 Elect Director Roger H. Ballou For For Management 1.3 Elect Director D. Keith Cobb For For Management 1.4 Elect Director E. Linn Draper, Jr. For For Management 1.5 Elect Director Edward J. Heffernan For For Management 1.6 Elect Director Kenneth R. Jensen For For Management 1.7 Elect Director Robert A. Minicucci For For Management 1.8 Elect Director Laurie A. Tucker For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Approve Omnibus Stock Plan For For Management 4 Approve Qualified Employee Stock For For Management Purchase Plan 5 Ratify Deloitte & Touche LLP as For For Management Auditors 6 Proxy Access Against For Shareholder -------------------------------------------------------------------------------- ARISTA NETWORKS, INC. Ticker: ANET Security ID: 040413106 Meeting Date: JUN 01, 2015 Meeting Type: Annual Record Date: APR 08, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Andreas Bechtolsheim For For Management 1.2 Elect Director Jayshree Ullal For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- AVAGO TECHNOLOGIES LIMITED Ticker: AVGO Security ID: Y0486S104 Meeting Date: APR 08, 2015 Meeting Type: Annual Record Date: FEB 11, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Hock E. Tan For For Management 1b Elect Director John T. Dickson For For Management 1c Elect Director James V. Diller For For Management 1d Elect Director Lewis C. Eggebrecht For For Management 1e Elect Director Bruno Guilmart For For Management 1f Elect Director Kenneth Y. Hao For For Management 1g Elect Director Justine F. Lien For For Management 1h Elect Director Donald Macleod For For Management 1i Elect Director Peter J. Marks For For Management 2 Approve PricewaterhouseCoopers LLP as For For Management Auditors and Authorize Board to Fix Their Remuneration 3 Approve Issuance of Shares with or For For Management without Preemptive Rights 4 Approve Repurchase of up to 10 Percent For For Management of Issued Capital 5 Approve Cash Compensation to Directors For For Management -------------------------------------------------------------------------------- AXALTA COATING SYSTEMS LTD. Ticker: AXTA Security ID: G0750C108 Meeting Date: MAY 13, 2015 Meeting Type: Annual Record Date: MAR 18, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Wesley T. Bieligk For Withhold Management 1.2 Elect Director Gregor P. Bohm For Withhold Management 1.3 Elect Director Robert M. McLaughlin For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Approve PricewaterhouseCoopers LLP as For Against Management Auditors and Authorize Board to Fix Their Remuneration -------------------------------------------------------------------------------- BIOMARIN PHARMACEUTICAL INC. Ticker: BMRN Security ID: 09061G101 Meeting Date: JUN 09, 2015 Meeting Type: Annual Record Date: APR 10, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jean-Jacques Bienaime For For Management 1.2 Elect Director Michael Grey For For Management 1.3 Elect Director Elaine J. Heron For For Management 1.4 Elect Director Pierre Lapalme For For Management 1.5 Elect Director V. Bryan Lawlis For For Management 1.6 Elect Director Richard A. Meier For For Management 1.7 Elect Director Alan J. Lewis For For Management 1.8 Elect Director William D. Young For For Management 1.9 Elect Director Kenneth M. Bate For For Management 1.10 Elect Director Dennis J. Slamon For For Management 2 Amend Omnibus Stock Plan For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Ratify KPMG LLP as Auditors For For Management 5 Report on Sustainability Against Against Shareholder -------------------------------------------------------------------------------- BIOMED REALTY TRUST, INC. Ticker: BMR Security ID: 09063H107 Meeting Date: MAY 27, 2015 Meeting Type: Annual Record Date: MAR 17, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Alan D. Gold For For Management 1.2 Elect Director Daniel M. Bradbury For For Management 1.3 Elect Director William R. Brody For For Management 1.4 Elect Director Gary A. Kreitzer For For Management 1.5 Elect Director Theodore D. Roth For For Management 1.6 Elect Director Janice L. Sears For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- BLUEBIRD BIO, INC. Ticker: BLUE Security ID: 09609G100 Meeting Date: JUN 04, 2015 Meeting Type: Annual Record Date: APR 10, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Daniel S. Lynch For For Management 1.2 Elect Director John M. Maraganore For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency Three One Year Management Years 4 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- BRISTOL-MYERS SQUIBB COMPANY Ticker: BMY Security ID: 110122108 Meeting Date: MAY 05, 2015 Meeting Type: Annual Record Date: MAR 13, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1A Elect Director Lamberto Andreotti For For Management 1.1B Elect Director Giovanni Caforio For For Management 1.1C Elect Director Lewis B. Campbell For For Management 1.1D Elect Director Laurie H. Glimcher For For Management 1.1E Elect Director Michael Grobstein For For Management 1.1F Elect Director Alan J. Lacy For For Management 1.1G Elect Director Thomas J. Lynch, Jr. For For Management 1.1H Elect Director Dinesh C. Paliwal For For Management 1.1I Elect Director Vicki L. Sato For For Management 1.1J Elect Director Gerald L. Storch For For Management 1.1K Elect Director Togo D. West, Jr. For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Deloitte & Touche LLP as For For Management Auditors 4 Adopt the Jurisdiction of For Against Management Incorporation as the Exclusive Forum for Certain Disputes 5 Remove Supermajority Vote Requirement For For Management Applicable to Preferred Stock 6 Provide Right to Act by Written Consent Against Against Shareholder -------------------------------------------------------------------------------- BRUNSWICK CORPORATION Ticker: BC Security ID: 117043109 Meeting Date: MAY 06, 2015 Meeting Type: Annual Record Date: MAR 03, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Manuel A. Fernandez For For Management 1b Elect Director Mark D. Schwabero For For Management 1c Elect Director David V. Singer For For Management 1d Elect Director Jane L. Warner For For Management 1e Elect Director J. Steven Whisler For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Deloitte & Touche LLP as For For Management Auditors -------------------------------------------------------------------------------- BUFFALO WILD WINGS, INC. Ticker: BWLD Security ID: 119848109 Meeting Date: MAY 07, 2015 Meeting Type: Annual Record Date: MAR 09, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Sally J. Smith For For Management 1.2 Elect Director J. Oliver Maggard For For Management 1.3 Elect Director James M. Damian For For Management 1.4 Elect Director Dale M. Applequist For For Management 1.5 Elect Director Warren E. Mack For For Management 1.6 Elect Director Michael P. Johnson For For Management 1.7 Elect Director Jerry R. Rose For For Management 1.8 Elect Director Cynthia L. Davis For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify KPMG LLP as Auditors For For Management -------------------------------------------------------------------------------- CAVIUM, INC. Ticker: CAVM Security ID: 14964U108 Meeting Date: JUN 18, 2015 Meeting Type: Annual Record Date: APR 22, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Sanjay Mehrotra For For Management 1.2 Elect Director Madhav V. Rajan For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- CBRE GROUP, INC. Ticker: CBG Security ID: 12504L109 Meeting Date: MAY 15, 2015 Meeting Type: Annual Record Date: MAR 20, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Richard C. Blum For For Management 1.2 Elect Director Brandon B. Boze For For Management 1.3 Elect Director Curtis F. Feeny For For Management 1.4 Elect Director Bradford M. Freeman For For Management 1.5 Elect Director Michael Kantor For For Management 1.6 Elect Director Frederic V. Malek For For Management 1.7 Elect Director Robert E. Sulentic For For Management 1.8 Elect Director Laura D. Tyson For For Management 1.9 Elect Director Gary L. Wilson For For Management 1.10 Elect Director Ray Wirta For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Amend Executive Incentive Bonus Plan For For Management -------------------------------------------------------------------------------- CHIPOTLE MEXICAN GRILL, INC. Ticker: CMG Security ID: 169656105 Meeting Date: MAY 13, 2015 Meeting Type: Annual Record Date: MAR 16, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John S. Charlesworth For For Management 1.2 Elect Director Kimbal Musk For For Management 1.3 Elect Director Montgomery F. (Monty) For For Management Moran 1.4 Elect Director Patrick J. Flynn For For Management 1.5 Elect Director Steve Ells For For Management 1.6 Elect Director Stephen Gillett For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Ernst & Young LLP as Auditors For For Management 4 Amend Omnibus Stock Plan For For Management 5 Adopt Majority Voting for Uncontested For For Management Election of Directors 6 Eliminate Supermajority Vote For For Management Requirement 7 Provide Proxy Access Right For Against Management 8 Adopt Proxy Access Right Against For Shareholder 9 Require Shareholder Approval of Against Against Shareholder Specific Performance Metrics in Equity Compensation Plans 10 Stock Retention/Holding Period Against Against Shareholder 11 Pro-rata Vesting of Equity Awards Against Against Shareholder 12 Report on Sustainability, Including Against Against Shareholder Quantitative Goals -------------------------------------------------------------------------------- COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION Ticker: CTSH Security ID: 192446102 Meeting Date: JUN 02, 2015 Meeting Type: Annual Record Date: APR 06, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Michael Patsalos-Fox For For Management 1b Elect Director Robert E. Weissman For For Management 1c Elect Director Francisco D'Souza For For Management 1d Elect Director John N. Fox, Jr. For For Management 1e Elect Director Leo S. Mackay, Jr. For For Management 1f Elect Director Thomas M. Wendel For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 4 Provide Right to Act by Written Consent Against Against Shareholder -------------------------------------------------------------------------------- COMMSCOPE HOLDING COMPANY, INC. Ticker: COMM Security ID: 20337X109 Meeting Date: MAY 01, 2015 Meeting Type: Annual Record Date: MAR 10, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Campbell R. Dyer For For Management 1.2 Elect Director Stephen C. Gray For For Management 1.3 Elect Director L. William Krause For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- DIAMONDBACK ENERGY, INC. Ticker: FANG Security ID: 25278X109 Meeting Date: JUN 08, 2015 Meeting Type: Annual Record Date: APR 14, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Steven E. West For For Management 1.2 Elect Director Travis D. Stice For For Management 1.3 Elect Director Michael P. Cross For For Management 1.4 Elect Director David L. Houston For For Management 1.5 Elect Director Mark L. Plaumann For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Grant Thornton LLP as Auditors For For Management -------------------------------------------------------------------------------- DOLLAR GENERAL CORPORATION Ticker: DG Security ID: 256677105 Meeting Date: MAY 27, 2015 Meeting Type: Annual Record Date: MAR 19, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Warren F. Bryant For For Management 1b Elect Director Michael M. Calbert For For Management 1c Elect Director Sandra B. Cochran For For Management 1d Elect Director Richard W. Dreiling For For Management 1e Elect Director Patricia D. Fili-Krushel For For Management 1f Elect Director Paula A. Price For For Management 1g Elect Director William C. Rhodes, III For For Management 1h Elect Director David B. Rickard For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- DOMINO'S PIZZA, INC. Ticker: DPZ Security ID: 25754A201 Meeting Date: APR 21, 2015 Meeting Type: Annual Record Date: FEB 25, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director David A. Brandon For For Management 1.2 Elect Director Diana F. Cantor For For Management 1.3 Elect Director Richard L. Federico For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Declassify the Board of Directors For For Management 5 Amend Executive Incentive Bonus Plan For For Management 6 Include Vegan Options on Menu Against Against Shareholder 7 Adopt Proxy Access Right Against For Shareholder -------------------------------------------------------------------------------- ENVISION HEALTHCARE HOLDINGS, INC. Ticker: EVHC Security ID: 29413U103 Meeting Date: MAY 21, 2015 Meeting Type: Annual Record Date: APR 06, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Carol J. Burt For For Management 1.2 Elect Director Leonard M. Riggs, Jr. For For Management 1.3 Elect Director James D. Shelton For For Management 2 Approve Qualified Employee Stock For For Management Purchase Plan 3 Approve Nonqualified Employee Stock For For Management Purchase Plan 4 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- FIREEYE, INC. Ticker: FEYE Security ID: 31816Q101 Meeting Date: JUN 11, 2015 Meeting Type: Annual Record Date: APR 13, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ashar Aziz For For Management 1.2 Elect Director David G. DeWalt For For Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors -------------------------------------------------------------------------------- FREESCALE SEMICONDUCTOR, LTD. Ticker: FSL Security ID: G3727Q101 Meeting Date: MAY 06, 2015 Meeting Type: Annual Record Date: MAR 10, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Krishnan Balasubramanian For For Management 1.2 Elect Director Chinh E. Chu For Withhold Management 1.3 Elect Director D. Mark Durcan For For Management 1.4 Elect Director Daniel J. Heneghan For For Management 1.5 Elect Director Thomas H. Lister For Withhold Management 1.6 Elect Director Gregg A. Lowe For Withhold Management 1.7 Elect Director Joanne M. Maguire For For Management 1.8 Elect Director John W. Marren For Withhold Management 1.9 Elect Director James A. Quella For Withhold Management 1.10 Elect Director Peter Smitham For Withhold Management 1.11 Elect Director Gregory L. Summe For For Management 1.12 Elect Director Claudius E. Watts, IV For Withhold Management 2 Ratify KPMG LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Amend Executive Incentive Bonus Plan For Against Management -------------------------------------------------------------------------------- GRUBHUB INC. Ticker: GRUB Security ID: 400110102 Meeting Date: MAY 20, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director J. William Gurley For For Management 1.2 Elect Director Matthew Maloney For For Management 1.3 Elect Director Brian McAndrews For For Management 2 Ratify Crowe Horwath LLP as Auditors For For Management 3 Approve Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- HARLEY-DAVIDSON, INC. Ticker: HOG Security ID: 412822108 Meeting Date: APR 25, 2015 Meeting Type: Annual Record Date: FEB 26, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director R. John Anderson For For Management 1.2 Elect Director Richard I. Beattie For For Management 1.3 Elect Director Michael J. Cave For For Management 1.4 Elect Director George H. Conrades For For Management 1.5 Elect Director Donald A. James For For Management 1.6 Elect Director Matthew S. Levatich For For Management 1.7 Elect Director Sara L. Levinson For For Management 1.8 Elect Director N. Thomas Linebarger For For Management 1.9 Elect Director George L. Miles, Jr. For For Management 1.10 Elect Director James A. Norling For For Management 1.11 Elect Director Jochen Zeitz For For Management 2 Adopt Majority Voting for Uncontested For For Management Election of Directors 3 Amend Executive Incentive Bonus Plan For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 5 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- HILTON WORLDWIDE HOLDINGS INC. Ticker: HLT Security ID: 43300A104 Meeting Date: MAY 06, 2015 Meeting Type: Annual Record Date: MAR 12, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Christopher J. Nassetta For Withhold Management 1.2 Elect Director Jonathan D. Gray For Withhold Management 1.3 Elect Director Michael S. Chae For Withhold Management 1.4 Elect Director Tyler S. Henritze For Withhold Management 1.5 Elect Director Judith A. McHale For For Management 1.6 Elect Director John G. Schreiber For Withhold Management 1.7 Elect Director Elizabeth A. Smith For For Management 1.8 Elect Director Douglas M. Steenland For For Management 1.9 Elect Director William J. Stein For Withhold Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- HUDSON PACIFIC PROPERTIES, INC. Ticker: HPP Security ID: 444097109 Meeting Date: MAR 05, 2015 Meeting Type: Special Record Date: JAN 16, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Issue Shares in Connection with For For Management Acquisition 2 Adjourn Meeting For For Management -------------------------------------------------------------------------------- HUDSON PACIFIC PROPERTIES, INC. Ticker: HPP Security ID: 444097109 Meeting Date: MAY 20, 2015 Meeting Type: Annual Record Date: MAR 20, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Victor J. Coleman For For Management 1.2 Elect Director Theodore R. Antenucci For For Management 1.3 Elect Director Frank Cohen For For Management 1.4 Elect Director Richard B. Fried For For Management 1.5 Elect Director Jonathan M. Glaser For For Management 1.6 Elect Director Robert L. Harris, II For For Management 1.7 Elect Director Mark D. Linehan For For Management 1.8 Elect Director Robert M. Moran, Jr. For For Management 1.9 Elect Director Michael Nash For For Management 1.10 Elect Director Barry A. Porter For For Management 1.11 Elect Director John Schreiber For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- ILLUMINA, INC. Ticker: ILMN Security ID: 452327109 Meeting Date: MAY 27, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director A. Blaine Bowman For For Management 1b Elect Director Karin Eastham For For Management 1c Elect Director Jay T. Flatley For For Management 1d Elect Director Jeffrey T. Huber For For Management 1e Elect Director William H. Rastetter For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Approve Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- INTERCONTINENTAL EXCHANGE, INC. Ticker: ICE Security ID: 45866F104 Meeting Date: MAY 15, 2015 Meeting Type: Annual Record Date: MAR 17, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Charles R. Crisp For For Management 1b Elect Director Jean-Marc Forneri For For Management 1c Elect Director Fred W. Hatfield For For Management 1d Elect Director Terrence F. Martell For For Management 1e Elect Director Callum McCarthy For For Management 1f Elect Director Robert Reid For For Management 1g Elect Director Frederic V. Salerno For For Management 1h Elect Director Jeffrey C. Sprecher For For Management 1i Elect Director Judith A. Sprieser For For Management 1j Elect Director Vincent Tese For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Ernst & Young LLP as Auditors For For Management 4 Amend Article to Delete Provisions not For For Management Applicable following the Sale of Euronext -------------------------------------------------------------------------------- INTERNATIONAL FLAVORS & FRAGRANCES INC. Ticker: IFF Security ID: 459506101 Meeting Date: MAY 06, 2015 Meeting Type: Annual Record Date: MAR 09, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1a Elect Director Marcello V. Bottoli For For Management 1.1b Elect Director Linda Buck For For Management 1.1c Elect Director Michael L. Ducker For For Management 1.1d Elect Director Roger W. Ferguson, Jr. For For Management 1.1e Elect Director John F. Ferraro For For Management 1.1f Elect Director Andreas Fibig For For Management 1.1g Elect Director Christina Gold For For Management 1.1h Elect Director Henry W. Howell, Jr. For For Management 1.1i Elect Director Katherine M. Hudson For For Management 1.1j Elect Director Dale F. Morrison For For Management 2 Ratify Pricewaterhousecoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Approve Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- INVESCO LTD. Ticker: IVZ Security ID: G491BT108 Meeting Date: MAY 14, 2015 Meeting Type: Annual Record Date: MAR 16, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Martin L. Flanagan For For Management 1.2 Elect Director C. Robert Henrikson For For Management 1.3 Elect Director Ben F. Johnson, III For For Management 1.4 Elect Director Sir Nigel Sheinwald For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- ITC HOLDINGS CORP. Ticker: ITC Security ID: 465685105 Meeting Date: MAY 20, 2015 Meeting Type: Annual Record Date: MAR 25, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Albert Ernst For For Management 1.2 Elect Director Christopher H. Franklin For For Management 1.3 Elect Director Edward G. Jepsen For For Management 1.4 Elect Director David R. Lopez For For Management 1.5 Elect Director Hazel R. O'Leary For For Management 1.6 Elect Director Thomas G. Stephens For For Management 1.7 Elect Director G. Bennett Stewart, III For For Management 1.8 Elect Director Lee C. Stewart For For Management 1.9 Elect Director Joseph L. Welch For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Deloitte & Touche LLP as For For Management Auditors 4 Approve Qualified Employee Stock For For Management Purchase Plan 5 Approve Omnibus Stock Plan For For Management 6 Amend Bylaws -- Call Special Meetings Against Against Shareholder -------------------------------------------------------------------------------- JARDEN CORPORATION Ticker: JAH Security ID: 471109108 Meeting Date: JUN 04, 2015 Meeting Type: Annual Record Date: APR 08, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Martin E. Franklin For For Management 1.2 Elect Director James E. Lillie For For Management 1.3 Elect Director Michael S. Gross For For Management 1.4 Elect Director Ros L'Esperance For For Management 2 Increase Authorized Common Stock For For Management 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- KANSAS CITY SOUTHERN Ticker: KSU Security ID: 485170302 Meeting Date: MAY 07, 2015 Meeting Type: Annual Record Date: MAR 09, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Lu M. Cordova For For Management 1.2 Elect Director Thomas A. McDonnell For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Amend Bylaws -- Call Special Meetings Against Against Shareholder -------------------------------------------------------------------------------- LINKEDIN CORPORATION Ticker: LNKD Security ID: 53578A108 Meeting Date: JUN 03, 2015 Meeting Type: Annual Record Date: APR 07, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Leslie Kilgore For For Management 1.2 Elect Director Jeffrey Weiner For For Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors 3 Amend Omnibus Stock Plan For Against Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 5 Report on Plans to Increase Board None Against Shareholder Diversity -------------------------------------------------------------------------------- LULULEMON ATHLETICA INC. Ticker: LULU Security ID: 550021109 Meeting Date: JUN 03, 2015 Meeting Type: Annual Record Date: APR 15, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Steven J. Collins For For Management 1.2 Elect Director Martha A.M. Morfitt For For Management 1.3 Elect Director Rhoda M. Pitcher For For Management 1.4 Elect Director Emily White For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Cease Using Down in Products Against Against Shareholder -------------------------------------------------------------------------------- MALLINCKRODT PLC Ticker: MNK Security ID: G5785G107 Meeting Date: MAR 19, 2015 Meeting Type: Annual Record Date: JAN 09, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Melvin D. Booth For For Management 1b Elect Director Don M. Bailey For For Management 1c Elect Director David R. Carlucci For For Management 1d Elect Director J. Martin Carroll For For Management 1e Elect Director Diane H. Gulyas For For Management 1f Elect Director Nancy S. Lurker For For Management 1g Elect Director JoAnn A. Reed For For Management 1h Elect Director Angus C. Russell For For Management 1i Elect Director Virgil D. Thompson For For Management 1j Elect Director Mark C. Trudeau For For Management 1k Elect Director Kneeland C. Youngblood For For Management 1l Elect Director Joseph A. Zaccagnino For For Management 2 Approve Deloitte & Touche LLP as For For Management Auditors and Authorize Board to Fix Their Remuneration 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Amend Omnibus Stock Plan For For Management 5 Authorize Share Repurchase up to 10 For For Management Percent of Issued Share Capital 6 Authorize the Price Range at which the For For Management Company can Reissue Shares that it Holds as Treasury Shares 7 Authorize the Holding of the 2016 AGM For For Management at a Location Outside Ireland -------------------------------------------------------------------------------- MEAD JOHNSON NUTRITION COMPANY Ticker: MJN Security ID: 582839106 Meeting Date: APR 30, 2015 Meeting Type: Annual Record Date: MAR 13, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1a Elect Director Steven M. Altschuler For For Management 1.1b Elect Director Howard B. Bernick For For Management 1.1c Elect Director Kimberly A. Casiano For For Management 1.1d Elect Director Anna C. Catalano For For Management 1.1e Elect Director Celeste A. Clark For For Management 1.1f Elect Director James M. Cornelius For For Management 1.1g Elect Director Stephen W. Golsby For For Management 1.1h Elect Director Michael Grobstein For For Management 1.1i Elect Director Peter Kasper Jakobsen For For Management 1.1j Elect Director Peter G. Ratcliffe For For Management 1.1k Elect Director Michael A. Sherman For For Management 1.1l Elect Director Elliott Sigal For For Management 1.1m Elect Director Robert S. Singer For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Amend Omnibus Stock Plan For For Management 4 Ratify Deloitte & Touche LLP as For For Management Auditors -------------------------------------------------------------------------------- MEDIVATION, INC. Ticker: MDVN Security ID: 58501N101 Meeting Date: JUN 16, 2015 Meeting Type: Annual Record Date: APR 29, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Kim D. Blickenstaff For For Management 1.2 Elect Director Kathryn E. Falberg For For Management 1.3 Elect Director David T. Hung For For Management 1.4 Elect Director C. Patrick Machado For For Management 1.5 Elect Director Dawn Svoronos For For Management 1.6 Elect Director W. Anthony Vernon For For Management 1.7 Elect Director Wendy L. Yarno For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Amend Omnibus Stock Plan For For Management 5 Increase Authorized Common Stock For For Management -------------------------------------------------------------------------------- MEG ENERGY CORP. Ticker: MEG Security ID: 552704108 Meeting Date: MAY 07, 2015 Meeting Type: Annual/Special Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William McCaffrey For For Management 1.2 Elect Director David B. Krieger For For Management 1.3 Elect Director Peter R. Kagan For For Management 1.4 Elect Director Boyd Anderson For For Management 1.5 Elect Director James D. McFarland For For Management 1.6 Elect Director Harvey Doerr For For Management 1.7 Elect Director Robert Hodgins For For Management 1.8 Elect Director Jeffrey J. McCaig For For Management 2 Approve PricewaterhouseCoopers LLP as For For Management Auditors and Authorize Board to Fix Their Remuneration 3 Approve Advance Notice Policy For For Management -------------------------------------------------------------------------------- MEMORIAL RESOURCE DEVELOPMENT CORP. Ticker: MRD Security ID: 58605Q109 Meeting Date: MAY 15, 2015 Meeting Type: Annual Record Date: MAR 16, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Tony R. Weber For Against Management 1b Elect Director John A. Weinzierl For Against Management 1c Elect Director Scott A. Gieselman For Against Management 1d Elect Director Kenneth A. Hersh For Against Management 1e Elect Director Robert A. Innamorati For For Management 1f Elect Director Carol Lee O'Neill For For Management 1g Elect Director Pat Wood, III For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency Three One Year Management Years -------------------------------------------------------------------------------- MIRABELA NICKEL LTD. Ticker: MBN Security ID: Q6188C106 Meeting Date: MAY 28, 2015 Meeting Type: Annual Record Date: MAY 26, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve the Remuneration Report For For Management 2 Elect Ross Edward Griffiths as Director For For Management -------------------------------------------------------------------------------- MOBILEYE N.V. Ticker: MBLY Security ID: N51488117 Meeting Date: JUN 25, 2015 Meeting Type: Annual Record Date: MAY 28, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Discuss Disclosure Concerning None None Management Compensation of Present and Former Directors 2 Adopt Financial Statements and For For Management Statutory Reports 3 Approve Discharge of Current Board For For Management Members 4 Approve Discharge of Previous Board For For Management Members 5a Elect Ammon Shashua as Executive For For Management Director 5b Elect Ziv Aviram as Executive Director For For Management 6 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 7 Ratify PricewaterhouseCoopers For For Management Accountants N.V. as Auditors 8 eceive Explanation on Company's None None Management Reserves and Dividend Policy -------------------------------------------------------------------------------- MONCLER SPA Ticker: MONC Security ID: T6730E110 Meeting Date: APR 23, 2015 Meeting Type: Annual/Special Record Date: APR 14, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements, For For Management Statutory Reports, and Allocation of Income 2 Approve Remuneration Report For For Management 3 Elect Two Directors (Bundled) and For For Management Approve Their Remuneration 4 Approve Performance Stock Option Plan For Against Management 2015 5 Authorize Share Repurchase Program and For For Management Reissuance of Repurchased Shares 1 Approve Stock Option Plan Financing For Against Management -------------------------------------------------------------------------------- NETFLIX, INC. Ticker: NFLX Security ID: 64110L106 Meeting Date: JUN 09, 2015 Meeting Type: Annual Record Date: APR 10, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Richard N. Barton For Withhold Management 1.2 Elect Director Bradford L. Smith For For Management 1.3 Elect Director Anne M. Sweeney For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Increase Authorized Common Stock For For Management 5 Adopt Proxy Access Right Against For Shareholder 6 Adopt Simple Majority Vote Against For Shareholder 7 Declassify the Board of Directors Against For Shareholder -------------------------------------------------------------------------------- NORWEGIAN CRUISE LINE HOLDINGS LTD. Ticker: NCLH Security ID: G66721104 Meeting Date: MAY 20, 2015 Meeting Type: Annual Record Date: MAR 20, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Adam M. Aron For Against Management 1b Elect Director Kevin Crowe For Against Management 1c Elect Director F. Robert Salerno For For Management 1d Elect Director Walter L. Revell For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Approve PricewaterhouseCoopers LLP as For For Management Auditors and Authorize Board to Fix Their Remuneration 4 Amend Bylaws to Clarify the Notice For For Management Provisions -------------------------------------------------------------------------------- NVIDIA CORPORATION Ticker: NVDA Security ID: 67066G104 Meeting Date: MAY 20, 2015 Meeting Type: Annual Record Date: MAR 24, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Robert K. Burgess For For Management 1b Elect Director Tench Coxe For For Management 1c Elect Director Persis S. Drell For For Management 1d Elect Director James C. Gaither For For Management 1e Elect Director Jen-Hsun Huang For For Management 1f Elect Director Dawn Hudson For For Management 1g Elect Director Harvey C. Jones For For Management 1h Elect Director Michael G. McCaffery For For Management 1i Elect Director William J. Miller For For Management 1j Elect Director Mark L. Perry For For Management 1k Elect Director A. Brooke Seawell For For Management 1l Elect Director Mark A. Stevens For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- NXP SEMICONDUCTORS NV Ticker: NXPI Security ID: N6596X109 Meeting Date: JUN 02, 2015 Meeting Type: Annual Record Date: MAY 05, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Open Meeting None None Management 2a Discussion of the implementation of None None Management the remuneration policy 2b Discussion on Company's Reserves and None None Management Dividend Policy 2c Adopt Financial Statements and For For Management Statutory Reports 2d Approve Discharge of Board Members For For Management 3a Reelect Richard L. Clemmer as For For Management Executive Director 3b Reelect Peter Bonfield as For For Management Non-Executive Director 3c Reelect Johannes P. Huth as For For Management Non-Executive Director 3d Reelect Kenneth A. Goldman as For For Management Non-Executive Director 3e Reelect Marion Helmes as For For Management Non-Executive Director 3f Reelect Joseph Kaeser as For For Management Non-Executive Director 3g Reelect I. Loring as Non-Executive For For Management Director 3h Reelect Eric Meurice as Non-Executive For For Management Director 3i Reelect Julie Southern as For For Management Non-Executive Director 3j Reelect Rick Tsai as Non-Executive For For Management Director 4a Grant Board Authority to Issue Shares For For Management Up To 10 Percent of Issued Capital Plus Additional 10 Percent in Case of Takeover/Merger 4b Authorize Board to Exclude Preemptive For For Management Rights from Issuance Under Item 4a 5 Authorize Repurchase of Shares For For Management 6 Approve Cancellation of Ordinary Shares For For Management 7 Ratify KPMG Accountants N.V. as For For Management Auditors -------------------------------------------------------------------------------- OGX PETROLEO E GAS SA Ticker: Security ID: ADPV28048 Meeting Date: JUN 30, 2015 Meeting Type: Debenture Holder Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Release Assets From Pledging Re: For For Management Exploration Rights of Oil Blocks POT-M-762, POT-M-475, CE-M-603, and CEM-M-661 2 Release Assets From Pledging Re: For For Management Present and Future Oil Production of Blocks POT-M-762, POT-M-475, CE-M-603, and CEM-M-661 3 Release Assets From Pledging Re: For For Management Credit Rights Related to the Oil Production of Blocks POT-M-762, POT-M-475, CE-M-603, and CEM-M-661 -------------------------------------------------------------------------------- OGX PETROLEO E GAS SA Ticker: Security ID: ADPV28049 Meeting Date: JUN 30, 2015 Meeting Type: Debenture Holder Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Release Assets From Pledging Re: For For Management Exploration Rights of Oil Blocks POT-M-762, POT-M-475, CE-M-603, and CEM-M-661 2 Release Assets From Pledging Re: For For Management Present and Future Oil Production of Blocks POT-M-762, POT-M-475, CE-M-603, and CEM-M-661 3 Release Assets From Pledging Re: For For Management Credit Rights Related to the Oil Production of Blocks POT-M-762, POT-M-475, CE-M-603, and CEM-M-661 -------------------------------------------------------------------------------- OLD DOMINION FREIGHT LINE, INC. Ticker: ODFL Security ID: 679580100 Meeting Date: MAY 21, 2015 Meeting Type: Annual Record Date: MAR 13, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Earl E. Congdon For For Management 1.2 Elect Director David S. Congdon For For Management 1.3 Elect Director J. Paul Breitbach For For Management 1.4 Elect Director John R. Congdon, Jr. For For Management 1.5 Elect Director Robert G. Culp, III For For Management 1.6 Elect Director John D. Kasarda For For Management 1.7 Elect Director Leo H. Suggs For For Management 1.8 Elect Director D. Michael Wray For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- OLEO E GAS PARTICIPACOES SA Ticker: OGXP3 Security ID: ADPV28048 Meeting Date: MAY 04, 2015 Meeting Type: Debenture Holder Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Deliberate Regarding Trustees' For Did Not Vote Management Measures to Resolve Issues Concerning Maturity of Debentures and Issuer's Breach of Certain Monetary and Nonmonetary Obligations -------------------------------------------------------------------------------- OLEO E GAS PARTICIPACOES SA Ticker: OGXP3 Security ID: ADPV28049 Meeting Date: MAY 04, 2015 Meeting Type: Debenture Holder Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Deliberate Regarding Trustees' For Did Not Vote Management Measures to Resolve Issues Concerning Maturity of Debentures and Issuer's Breach of Certain Monetary and Nonmonetary Obligations -------------------------------------------------------------------------------- OMNICARE, INC. Ticker: OCR Security ID: 681904108 Meeting Date: JUN 01, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director John L. Bernbach For For Management 1b Elect Director James G. Carlson For For Management 1c Elect Director Mark A. Emmert For For Management 1d Elect Director Steven J. Heyer For For Management 1e Elect Director Samuel R. Leno For For Management 1f Elect Director Nitin Sahney For For Management 1g Elect Director Barry P. Schochet For For Management 1h Elect Director James D. Shelton For For Management 1i Elect Director Amy Wallman For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- PARSLEY ENERGY, INC. Ticker: PE Security ID: 701877102 Meeting Date: JUN 19, 2015 Meeting Type: Annual Record Date: APR 20, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1A Elect Director Chris Carter For For Management 1B Elect Director Hemang Desai For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Other Business For Against Management -------------------------------------------------------------------------------- PINNACLE FOODS INC. Ticker: PF Security ID: 72348P104 Meeting Date: JUN 11, 2015 Meeting Type: Annual Record Date: APR 15, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ann Fandozzi For For Management 1.2 Elect Director Jason Giordano For Withhold Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- PORTLAND GENERAL ELECTRIC COMPANY Ticker: POR Security ID: 736508847 Meeting Date: MAY 06, 2015 Meeting Type: Annual Record Date: MAR 03, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director John W. Ballantine For For Management 1b Elect Director Rodney L. Brown, Jr. For For Management 1c Elect Director Jack E. Davis For For Management 1d Elect Director David A. Dietzler For For Management 1e Elect Director Kirby A. Dyess For For Management 1f Elect Director Mark B. Ganz For For Management 1g Elect Director Kathryn J. Jackson For For Management 1h Elect Director Neil J. Nelson For For Management 1i Elect Director M. Lee Pelton For For Management 1j Elect Director James J. Piro For For Management 1k Elect Director Charles W. Shivery For For Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- POTASH CORPORATION OF SASKATCHEWAN INC. Ticker: POT Security ID: 73755L107 Meeting Date: MAY 12, 2015 Meeting Type: Annual/Special Record Date: MAR 16, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Christopher M. Burley For For Management 1.2 Elect Director Donald G. Chynoweth For For Management 1.3 Elect Director John W. Estey For For Management 1.4 Elect Director Gerald W. Grandey For For Management 1.5 Elect Director C. Steven Hoffman For For Management 1.6 Elect Director Alice D. Laberge For For Management 1.7 Elect Director Consuelo E. Madere For For Management 1.8 Elect Director Keith G. Martell For For Management 1.9 Elect Director Jeffrey J. McCaig For For Management 1.10 Elect Director Jochen E. Tilk For For Management 1.11 Elect Director Elena Viyella de Paliza For For Management 2 Ratify Deloitte LLP as Auditors For For Management 3 Approve 2015 Performance Option Plan For For Management 4 Advisory Vote on Executive For For Management Compensation Approach 5 Amend By-law For For Management 6 SP1: Conduct and Make Public An Against Against Shareholder Independent Human Rights Assessment -------------------------------------------------------------------------------- PPG INDUSTRIES, INC. Ticker: PPG Security ID: 693506107 Meeting Date: APR 16, 2015 Meeting Type: Annual Record Date: FEB 20, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Charles E. Bunch For For Management 1.2 Elect Director Michael W. Lamach For For Management 1.3 Elect Director Martin H. Richenhagen For For Management 1.4 Elect Director Thomas J. Usher For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Eliminate Supermajority Vote For For Management Requirement 4 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- PPL CORPORATION Ticker: PPL Security ID: 69351T106 Meeting Date: MAY 20, 2015 Meeting Type: Annual Record Date: FEB 27, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Rodney C. Adkins For For Management 1.2 Elect Director Frederick M. Bernthal For For Management 1.3 Elect Director John W. Conway For For Management 1.4 Elect Director Philip G. Cox For For Management 1.5 Elect Director Steven G. Elliott For For Management 1.6 Elect Director Louise K. Goeser For For Management 1.7 Elect Director Stuart E. Graham For For Management 1.8 Elect Director Raja Rajamannar For For Management 1.9 Elect Director Craig A. Rogerson For For Management 1.10 Elect Director William H. Spence For For Management 1.11 Elect Director Natica von Althann For For Management 1.12 Elect Director Keith H. Williamson For For Management 1.13 Elect Director Armando Zagalo de Lima For For Management 2 Provide Right to Call Special Meeting For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Ratify Ernst & Young LLP as Auditors For For Management 5 Report on Political Contributions Against Against Shareholder 6 Proxy Access Against For Shareholder 7 Require Independent Board Chairman Against Against Shareholder 8 Report on GHG Emission Reduction Against Against Shareholder Scenarios -------------------------------------------------------------------------------- PRECISION CASTPARTS CORP. Ticker: PCP Security ID: 740189105 Meeting Date: AUG 12, 2014 Meeting Type: Annual Record Date: JUN 10, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Mark Donegan For For Management 1b Elect Director Don R. Graber For For Management 1c Elect Director Lester L. Lyles For For Management 1d Elect Director Daniel J. Murphy For For Management 1e Elect Director Vernon E. Oechsle For For Management 1f Elect Director Ulrich Schmidt For For Management 1g Elect Director Richard L. Wambold For For Management 1h Elect Director Timothy A. Wicks For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Pro-rata Vesting of Equity Awards Against Against Shareholder -------------------------------------------------------------------------------- PROOFPOINT, INC. Ticker: PFPT Security ID: 743424103 Meeting Date: JUN 08, 2015 Meeting Type: Annual Record Date: APR 15, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Anthony Bettencourt For For Management 1.2 Elect Director Dana Evan For For Management 1.3 Elect Director Gary Steele For For Management 2 Amend Omnibus Stock Plan For Against Management 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- PUMA BIOTECHNOLOGY, INC. Ticker: PBYI Security ID: 74587V107 Meeting Date: JUN 09, 2015 Meeting Type: Annual Record Date: APR 17, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Alan H. Auerbach For For Management 1.2 Elect Director Thomas R. Malley For For Management 1.3 Elect Director Jay M. Moyes For For Management 1.4 Elect Director Troy E. Wilson For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PKF Certified Public For For Management Accountants as Auditors 4 Amend Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- QUEST DIAGNOSTICS INCORPORATED Ticker: DGX Security ID: 74834L100 Meeting Date: MAY 15, 2015 Meeting Type: Annual Record Date: MAR 16, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jenne K. Britell For For Management 1.2 Elect Director Vicky B. Gregg For For Management 1.3 Elect Director Jeffrey M. Leiden For For Management 1.4 Elect Director Timothy L. Main For For Management 1.5 Elect Director Timothy M. Ring For For Management 1.6 Elect Director Daniel C. Stanzione For For Management 1.7 Elect Director Gail R. Wilensky For For Management 1.8 Elect Director John B. Ziegler For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 4 Amend Omnibus Stock Plan For For Management 5 Provide Right to Act by Written Consent Against Against Shareholder -------------------------------------------------------------------------------- RAYTHEON COMPANY Ticker: RTN Security ID: 755111507 Meeting Date: MAY 28, 2015 Meeting Type: Annual Record Date: APR 07, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Tracy A. Atkinson For For Management 1b Elect Director James E. Cartwright For For Management 1c Elect Director Vernon E. Clark For For Management 1d Elect Director Stephen J. Hadley For For Management 1e Elect Director Thomas A. Kennedy For For Management 1f Elect Director Letitia A. Long For For Management 1g Elect Director George R. Oliver For For Management 1h Elect Director Michael C. Ruettgers For For Management 1i Elect Director Ronald L. Skates For For Management 1j Elect Director William R. Spivey For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Amend Omnibus Stock Plan For For Management 4 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 5 Report on Lobbying Payments and Policy Against Against Shareholder 6 Report on Political Contributions Against Against Shareholder 7 Require Independent Board Chairman Against Against Shareholder -------------------------------------------------------------------------------- REGENERON PHARMACEUTICALS, INC. Ticker: REGN Security ID: 75886F107 Meeting Date: JUN 12, 2015 Meeting Type: Annual Record Date: APR 16, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Charles A. Baker For For Management 1.2 Elect Director Arthur F. Ryan For For Management 1.3 Elect Director George L. Sing For For Management 1.4 Elect Director Marc Tessier-Lavigne For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Approve Executive Incentive Bonus Plan For For Management 4 Increase Authorized Common Stock For For Management 5 Proxy Access Against For Shareholder -------------------------------------------------------------------------------- RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP Ticker: RSTRF Security ID: 76090H103 Meeting Date: JUN 17, 2015 Meeting Type: Annual/Special Record Date: APR 20, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Alexandre Behring For For Management 1.2 Elect Director Marc Caira For For Management 1.3 Elect Director Martin E. Franklin For For Management 1.4 Elect Director Paul J. Fribourg For For Management 1.5 Elect Director John A. Lederer For For Management 1.6 Elect Director Thomas V. Milroy For For Management 1.7 Elect Director Alan C. Parker For For Management 1.8 Elect Director Daniel S. Schwartz For For Management 1.9 Elect Director Carlos Alberto Sicupira For For Management 1.10 Elect Director Roberto Moses Thompson For For Management Motta 1.11 Elect Director Alexandre Van Damme For For Management 2 Advisory Vote on Executive For For Management Compensation Approach 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Approve KPMG LLP as Auditors and For Withhold Management Authorize Board to Fix Their Remuneration 5 Approve Omnibus Incentive Plan For For Management 6 Approve Reduction in Stated Capital For For Management -------------------------------------------------------------------------------- RESTORATION HARDWARE HOLDINGS, INC. Ticker: RH Security ID: 761283100 Meeting Date: JUN 24, 2015 Meeting Type: Annual Record Date: MAY 08, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Gary Friedman For For Management 1.2 Elect Director Carlos Alberini For For Management 1.3 Elect Director J. Michael Chu For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- RITE AID CORPORATION Ticker: RAD Security ID: 767754104 Meeting Date: JUN 25, 2015 Meeting Type: Annual Record Date: MAY 01, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director John T. Standley For For Management 1b Elect Director Joseph B. Anderson, Jr. For For Management 1c Elect Director Bruce G. Bodaken For For Management 1d Elect Director David R. Jessick For For Management 1e Elect Director Kevin E. Lofton For For Management 1f Elect Director Myrtle S. Potter For For Management 1g Elect Director Michael N. Regan For For Management 1h Elect Director Frank A. Savage For For Management 1i Elect Director Marcy Syms For For Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Pro-rata Vesting of Equity Awards Against Against Shareholder 5 Proxy Access Against For Shareholder -------------------------------------------------------------------------------- ROBERT HALF INTERNATIONAL INC. Ticker: RHI Security ID: 770323103 Meeting Date: MAY 21, 2015 Meeting Type: Annual Record Date: APR 01, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Andrew S. Berwick, Jr. For For Management 1.2 Elect Director Harold M. Messmer, Jr. For For Management 1.3 Elect Director Barbara J. Novogradac For For Management 1.4 Elect Director Robert J. Pace For For Management 1.5 Elect Director Frederick A. Richman For For Management 1.6 Elect Director M. Keith Waddell For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- ROCK-TENN COMPANY Ticker: RKT Security ID: 772739207 Meeting Date: JAN 30, 2015 Meeting Type: Annual Record Date: NOV 28, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Timothy J. Bernlohr For For Management 1.2 Elect Director Jenny A. Hourihan For For Management 1.3 Elect Director Bettina M. Whyte For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- ROYAL CARIBBEAN CRUISES LTD. Ticker: RCL Security ID: V7780T103 Meeting Date: MAY 28, 2015 Meeting Type: Annual Record Date: MAR 30, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director John F. Brock For For Management 1b Elect Director Richard D. Fain For For Management 1c Elect Director Ann S. Moore For For Management 1d Elect Director Eyal M. Ofer For For Management 1e Elect Director William K. Reilly For For Management 1f Elect Director Vagn O. Sorensen For For Management 1g Elect Director Donald Thompson For For Management 1h Elect Director Arne Alexander For For Management Wilhelmsen 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Approve Delisting of Shares from Stock For For Management Exchange 4 Ratify Pricewaterhouse Coopers LLP as For For Management Auditors 5 Report on Plans to Increase Board Against Against Shareholder Diversity -------------------------------------------------------------------------------- SALLY BEAUTY HOLDINGS, INC. Ticker: SBH Security ID: 79546E104 Meeting Date: JAN 29, 2015 Meeting Type: Annual Record Date: DEC 01, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Katherine Button Bell For For Management 1.2 Elect Director John R. Golliher For For Management 1.3 Elect Director Robert R. McMaster For For Management 1.4 Elect Director Susan R. Mulder For For Management 1.5 Elect Director Edward W. Rabin For For Management 1.6 Elect Director Gary G. Winterhalter For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- SEMPRA ENERGY Ticker: SRE Security ID: 816851109 Meeting Date: MAY 13, 2015 Meeting Type: Annual Record Date: MAR 17, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Alan L. Boeckmann For For Management 1.2 Elect Director James G. Brocksmith, Jr. For For Management 1.3 Elect Director Kathleen L. Brown For For Management 1.4 Elect Director Pablo A. Ferrero For For Management 1.5 Elect Director William D. Jones For For Management 1.6 Elect Director William G. Ouchi For For Management 1.7 Elect Director Debra L. Reed For For Management 1.8 Elect Director William C. Rusnack For For Management 1.9 Elect Director William P. Rutledge For For Management 1.10 Elect Director Lynn Schenk For For Management 1.11 Elect Director Jack T. Taylor For For Management 1.12 Elect Director Luis M. Tellez For For Management 1.13 Elect Director James C. Yardley For For Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Require Independent Board Chairman Against Against Shareholder -------------------------------------------------------------------------------- SENSATA TECHNOLOGIES HOLDING N.V. Ticker: ST Security ID: N7902X106 Meeting Date: MAY 21, 2015 Meeting Type: Annual Record Date: APR 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Thomas Wroe, Jr. as Director For For Management 1.2 Elect Martha Sullivan as Director For For Management 1.3 Elect Lewis B. Campbell as Director For For Management 1.4 Elect Paul Edgerley as Director For For Management 1.5 Elect James E. Heppelmann as Director For For Management 1.6 Elect Michael J. Jacobson as Director For For Management 1.7 Elect Charles W. Peffer as Director For For Management 1.8 Elect Kirk P. Pond as Director For For Management 1.9 Elect Andrew Teich as Director For For Management 1.10 Elect Stephen Zide as Director For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Approve Financial Statements and For For Management Statutory Reports for Fiscal Year 2014 4 Approve Discharge of Board and For For Management President 5 Approve Non-Executive Board Fees for For For Management Membership of the Finance Committee 6 Grant Board Authority to Repurchase For For Management Shares 7 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- SERVICENOW, INC. Ticker: NOW Security ID: 81762P102 Meeting Date: JUN 10, 2015 Meeting Type: Annual Record Date: APR 21, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Douglas M. Leone For For Management 1.2 Elect Director Frederic B. Luddy For For Management 1.3 Elect Director Jeffrey A. Miller For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- SKECHERS U.S.A., INC. Ticker: SKX Security ID: 830566105 Meeting Date: MAY 21, 2015 Meeting Type: Annual Record Date: MAR 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert Greenberg For For Management 1.2 Elect Director Morton Erlich For For Management 1.3 Elect Director Thomas Walsh For For Management 2 Report on Plans to Increase Board Against Against Shareholder Diversity -------------------------------------------------------------------------------- SOUTHWEST AIRLINES CO. Ticker: LUV Security ID: 844741108 Meeting Date: MAY 13, 2015 Meeting Type: Annual Record Date: MAR 17, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director David W. Biegler For For Management 1b Elect Director J. Veronica Biggins For For Management 1c Elect Director Douglas H. Brooks For For Management 1d Elect Director William H. Cunningham For For Management 1e Elect Director John G. Denison For For Management 1f Elect Director Gary C. Kelly For For Management 1g Elect Director Nancy B. Loeffler For For Management 1h Elect Director John T. Montford For For Management 1i Elect Director Thomas M. Nealon For For Management 1j Elect Director Daniel D. Villanueva For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Amend Omnibus Stock Plan For For Management 4 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- SPLUNK INC. Ticker: SPLK Security ID: 848637104 Meeting Date: JUN 11, 2015 Meeting Type: Annual Record Date: APR 15, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Stephen Newberry For For Management 1b Elect Director Graham Smith For For Management 1c Elect Director Godfrey Sullivan For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- ST. JUDE MEDICAL, INC. Ticker: STJ Security ID: 790849103 Meeting Date: MAY 07, 2015 Meeting Type: Annual Record Date: MAR 10, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director John W. Brown For For Management 1b Elect Director Daniel J. Starks For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Amend Executive Incentive Bonus Plan For For Management 4 Declassify the Board of Directors For For Management 5 Ratify Ernst & Young LLP as Auditors For For Management 6 Adopt Proxy Access Right Against For Shareholder -------------------------------------------------------------------------------- STARBUCKS CORPORATION Ticker: SBUX Security ID: 855244109 Meeting Date: MAR 18, 2015 Meeting Type: Annual Record Date: JAN 08, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Howard Schultz For For Management 1b Elect Director William W. Bradley For For Management 1c Elect Director Robert M. Gates For For Management 1d Elect Director Mellody Hobson For For Management 1e Elect Director Kevin R. Johnson For For Management 1f Elect Director Olden Lee For For Management 1g Elect Director Joshua Cooper Ramo For For Management 1h Elect Director James G. Shennan, Jr. For For Management 1i Elect Director Clara Shih For For Management 1j Elect Director Javier G. Teruel For For Management 1k Elect Director Myron E. Ullman, III For For Management 1l Elect Director Craig E. Weatherup For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Deloitte & Touche LLP as For For Management Auditors 4 Amend Bylaws to Establish a Board Against Against Shareholder Committee on Sustainability 5 Require Independent Board Chairman Against Against Shareholder -------------------------------------------------------------------------------- SUNTRUST BANKS, INC. Ticker: STI Security ID: 867914103 Meeting Date: APR 28, 2015 Meeting Type: Annual Record Date: FEB 19, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert M. Beall, II For For Management 1.2 Elect Director Paul R. Garcia For For Management 1.3 Elect Director David H. Hughes For For Management 1.4 Elect Director M. Douglas Ivester For For Management 1.5 Elect Director Kyle Prechtl Legg For For Management 1.6 Elect Director William A. Linnenbringer For For Management 1.7 Elect Director Donna S. Morea For For Management 1.8 Elect Director David M. Ratcliffe For For Management 1.9 Elect Director William H. Rogers, Jr. For For Management 1.10 Elect Director Frank P. Scruggs, Jr. For For Management 1.11 Elect Director Thomas R. Watjen For For Management 1.12 Elect Director Phail Wynn, Jr. For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Ernst & Young LLP as Auditors For For Management 4 Claw-back of Payments under Against Against Shareholder Restatements -------------------------------------------------------------------------------- T-MOBILE US, INC. Ticker: TMUS Security ID: 872590104 Meeting Date: JUN 02, 2015 Meeting Type: Annual Record Date: APR 10, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director W. Michael Barnes For Withhold Management 1.2 Elect Director Thomas Dannenfeldt For Withhold Management 1.3 Elect Director Srikant M. Datar For For Management 1.4 Elect Director Lawrence H. Guffey For Withhold Management 1.5 Elect Director Timotheus Hottges For Withhold Management 1.6 Elect Director Bruno Jacobfeuerborn For Withhold Management 1.7 Elect Director Raphael Kubler For Withhold Management 1.8 Elect Director Thorsten Langheim For Withhold Management 1.9 Elect Director John J. Legere For Withhold Management 1.10 Elect Director Teresa A. Taylor For Withhold Management 1.11 Elect Director Kelvin R. Westbrook For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Approve Qualified Employee Stock For For Management Purchase Plan 4 Report on Human Rights Risk Assessment Against Against Shareholder Process 5 Provide Proxy Access Right Against For Shareholder -------------------------------------------------------------------------------- TEMPUR SEALY INTERNATIONAL, INC. Ticker: TPX Security ID: 88023U101 Meeting Date: MAY 08, 2015 Meeting Type: Proxy Contest Record Date: MAR 11, 2015 # Proposal Mgt Rec Vote Cast Sponsor Management Proxy (White Card) None 1a Elect Director Evelyn S. Dilsaver For For Management 1b Elect Director Frank Doyle For For Management 1c Elect Director John A. Heil For For Management 1d Elect Director Peter K. Hoffman For For Management 1e Elect Director Paul Judge For For Management 1f Elect Director Nancy F. Koehn For For Management 1g Elect Director Christopher A. Masto For Against Management 1h Elect Director P. Andrews McLane For Against Management 1i Elect Director Lawrence J. Rogers For For Management 1j Elect Director Mark Sarvary For Against Management 1k Elect Director Robert B. Trussell, Jr. For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Amend Executive Incentive Bonus Plan For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation # Proposal Diss Rec Vote Cast Sponsor Dissident Proxy (Blue Card) None 1a Management Nominee - Evelyn S. Dilsaver None Did Not Vote Shareholder 1b Management Nominee - Frank Doyle None Did Not Vote Shareholder 1c Management Nominee - John A. Heil None Did Not Vote Shareholder 1d Management Nominee - Peter K. Hoffman None Did Not Vote Shareholder 1e Management Nominee - Paul Judge None Did Not Vote Shareholder 1f Management Nominee - Nancy F. Koehn None Did Not Vote Shareholder 1g Management Nominee - Lawrence J. Rogers None Did Not Vote Shareholder 1h Management Nominee - Robert B. None Did Not Vote Shareholder Trussell, Jr. 2 Ratify Ernst & Young LLP as Auditors None Did Not Vote Management 3 Amend Executive Incentive Bonus Plan None Did Not Vote Management 4 Advisory Vote to Ratify Named None Did Not Vote Management Executive Officers' Compensation -------------------------------------------------------------------------------- TESORO CORPORATION Ticker: TSO Security ID: 881609101 Meeting Date: MAY 07, 2015 Meeting Type: Annual Record Date: MAR 13, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Rodney F. Chase For For Management 1.2 Elect Director Gregory J. Goff For For Management 1.3 Elect Director Robert W. Goldman For For Management 1.4 Elect Director David Lilley For For Management 1.5 Elect Director Mary Pat McCarthy For For Management 1.6 Elect Director J.W. Nokes For For Management 1.7 Elect Director Susan Tomasky For For Management 1.8 Elect Director Michael E. Wiley For For Management 1.9 Elect Director Patrick Y. Yang For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- TEVA PHARMACEUTICAL INDUSTRIES LTD. Ticker: TEVA Security ID: 881624209 Meeting Date: JUL 30, 2014 Meeting Type: Annual Record Date: JUN 23, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Reelect Dan Propper as Director for a For For Management Three Year Term 1.2 Reelect Ory Slonim as Director for a For For Management Three Year Term 2.1 Reelect Joseph Nitzani as External For For Management Director and Approve Director's Remuneration 2.2 Elect Jean-Michel Halfon as External For For Management Director and Approve Director's Remuneration 3.1 Approve Annual Cash Bonus Objectives For For Management for CEO and President, for 2014 and Onwards 3.2 Approve Grant Annual Equity Awards to For For Management CEO and President, Starting 2015 4 Approve Purchase of D&O Liability For For Management Insurance Policie 5 Reappoint Kesselman & Kesselman as For For Management Auditors 6 Discuss Financial Statements and the None None Management Report of the Board for 2013 A Vote FOR if you are a controlling None Against Management shareholder or have a personal interest in one or several resolutions, as indicated in the proxy card; otherwise, vote AGAINST. You may not abstain. If you vote FOR, please provide an explanation to your account manager -------------------------------------------------------------------------------- THE ALLSTATE CORPORATION Ticker: ALL Security ID: 020002101 Meeting Date: MAY 19, 2015 Meeting Type: Annual Record Date: MAR 20, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Robert D. Beyer For For Management 1b Elect Director Kermit R. Crawford For For Management 1c Elect Director Michael L. Eskew For For Management 1d Elect Director Herbert L. Henkel For For Management 1e Elect Director Siddharth N. (Bobby) For For Management Mehta 1f Elect Director Andrea Redmond For For Management 1g Elect Director John W. Rowe For For Management 1h Elect Director Judith A. Sprieser For For Management 1i Elect Director Mary Alice Taylor For For Management 1j Elect Director Thomas J. Wilson For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Deloitte & Touche LLP as For For Management Auditors 4 Adopt Share Retention Policy For Against Against Shareholder Senior Executives -------------------------------------------------------------------------------- THE ESTEE LAUDER COMPANIES INC. Ticker: EL Security ID: 518439104 Meeting Date: NOV 14, 2014 Meeting Type: Annual Record Date: SEP 15, 2014 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Charlene Barshefsky For For Management 1.2 Elect Director Wei Sun Christianson For For Management 1.3 Elect Director Fabrizio Freda For For Management 1.4 Elect Director Jane Lauder For For Management 1.5 Elect Director Leonard A. Lauder For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- THE HABIT RESTAURANTS, INC. Ticker: HABT Security ID: 40449J103 Meeting Date: JUN 23, 2015 Meeting Type: Annual Record Date: MAY 04, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ira Fils For Withhold Management 1.2 Elect Director Christopher Reilly For For Management 2 Ratify Moss Adams LLP as Auditors For For Management -------------------------------------------------------------------------------- THE HERSHEY COMPANY Ticker: HSY Security ID: 427866108 Meeting Date: APR 28, 2015 Meeting Type: Annual Record Date: FEB 27, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Pamela M. Arway For For Management 1.2 Elect Director John P. Bilbrey For For Management 1.3 Elect Director Robert F. Cavanaugh For For Management 1.4 Elect Director Charles A. Davis For For Management 1.5 Elect Director Mary Kay Haben For For Management 1.6 Elect Director Robert M. Malcolm For For Management 1.7 Elect Director James M. Mead For For Management 1.8 Elect Director James E. Nevels For For Management 1.9 Elect Director Anthony J. Palmer For For Management 1.10 Elect Director Thomas J. Ridge For For Management 1.11 Elect Director David L. Shedlarz For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- THE KROGER CO. Ticker: KR Security ID: 501044101 Meeting Date: JUN 25, 2015 Meeting Type: Annual Record Date: APR 30, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Nora A. Aufreiter For For Management 1b Elect Director Robert D. Beyer For For Management 1c Elect Director Susan J. Kropf For For Management 1d Elect Director David B. Lewis For For Management 1e Elect Director W. Rodney McMullen For For Management 1f Elect Director Jorge P. Montoya For For Management 1g Elect Director Clyde R. Moore For For Management 1h Elect Director Susan M. Phillips For For Management 1i Elect Director James A. Runde For For Management 1j Elect Director Ronald L. Sargent For For Management 1k Elect Director Bobby S. Shackouls For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 4 Report on Human Rights Risk Assessment Against Against Shareholder Process 5 Assess Environmental Impact of Against Against Shareholder Non-Recyclable Packaging 6 Report on Policy Options to Reduce Against Against Shareholder Antibiotic Use in Products -------------------------------------------------------------------------------- THE MIDDLEBY CORPORATION Ticker: MIDD Security ID: 596278101 Meeting Date: MAY 12, 2015 Meeting Type: Annual Record Date: MAR 20, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Selim A. Bassoul For For Management 1.2 Elect Director Sarah Palisi Chapin For For Management 1.3 Elect Director Robert B. Lamb For For Management 1.4 Elect Director John R. Miller, III For For Management 1.5 Elect Director Gordon O'Brien For For Management 1.6 Elect Director Philip G. Putnam For For Management 1.7 Elect Director Sabin C. Streeter For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- THE PRICELINE GROUP INC. Ticker: PCLN Security ID: 741503403 Meeting Date: JUN 04, 2015 Meeting Type: Annual Record Date: APR 09, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Timothy M. Armstrong For For Management 1.2 Elect Director Howard W. Barker, Jr. For For Management 1.3 Elect Director Jeffery H. Boyd For For Management 1.4 Elect Director Jan L. Docter For For Management 1.5 Elect Director Jeffrey E. Epstein For For Management 1.6 Elect Director James M. Guyette For For Management 1.7 Elect Director Darren R. Huston For For Management 1.8 Elect Director Charles H. Noski For For Management 1.9 Elect Director Nancy B. Peretsman For For Management 1.10 Elect Director Thomas E. Rothman For For Management 1.11 Elect Director Craig W. Rydin For For Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Provide Right to Act by Written Consent Against Against Shareholder 5 Adopt Proxy Access Right Against For Shareholder -------------------------------------------------------------------------------- THE WHITEWAVE FOODS COMPANY Ticker: WWAV Security ID: 966244105 Meeting Date: MAY 14, 2015 Meeting Type: Annual Record Date: MAR 18, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Mary E. Minnick For For Management 1.2 Elect Director Doreen A. Wright For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Deloitte & Touche LLP as For For Management Auditors -------------------------------------------------------------------------------- TRANSDIGM GROUP INCORPORATED Ticker: TDG Security ID: 893641100 Meeting Date: MAR 05, 2015 Meeting Type: Annual Record Date: JAN 05, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William Dries For For Management 1.2 Elect Director W. Nicholas Howley For For Management 1.3 Elect Director Raymond Laubenthal For For Management 1.4 Elect Director Robert Small For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- TWITTER, INC. Ticker: TWTR Security ID: 90184L102 Meeting Date: JUN 03, 2015 Meeting Type: Annual Record Date: APR 10, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director David Rosenblatt For For Management 1.2 Elect Director Evan Williams For For Management 2 Advisory Vote on Say on Pay Frequency One Year One Year Management 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- VALEANT PHARMACEUTICALS INTERNATIONAL, INC. Ticker: VRX Security ID: 91911K102 Meeting Date: MAY 19, 2015 Meeting Type: Annual Record Date: MAR 24, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Ronald H. Farmer For For Management 1b Elect Director Colleen A. Goggins For For Management 1c Elect Director Robert A. Ingram For For Management 1d Elect Director Anders O. Lonner For For Management 1e Elect Director Theo Melas-Kyriazi For For Management 1f Elect Director J. Michael Pearson For For Management 1g Elect Director Robert N. Power For For Management 1h Elect Director Norma A. Provencio For For Management 1i Elect Director Howard B. Schiller For For Management 1j Elect Director Katharine B. Stevenson For For Management 1k Elect Director Jeffrey W. Ubben For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- VCA INC. Ticker: WOOF Security ID: 918194101 Meeting Date: APR 16, 2015 Meeting Type: Annual Record Date: FEB 27, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John M. Baumer For For Management 1.2 Elect Director Frank Reddick For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Approve Executive Incentive Bonus Plan For For Management 4 Approve Omnibus Stock Plan For For Management 5 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 6 Proxy Access Against For Shareholder -------------------------------------------------------------------------------- VERIFONE SYSTEMS, INC. Ticker: PAY Security ID: 92342Y109 Meeting Date: MAR 26, 2015 Meeting Type: Annual Record Date: JAN 30, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert W. Alspaugh For For Management 1.2 Elect Director Karen Austin For For Management 1.3 Elect Director Paul Galant For For Management 1.4 Elect Director Alex W. (Pete) Hart For For Management 1.5 Elect Director Robert B. Henske For For Management 1.6 Elect Director Wenda Harris Millard For For Management 1.7 Elect Director Eitan Raff For For Management 1.8 Elect Director Jonathan I. Schwartz For For Management 1.9 Elect Director Jane J. Thompson For For Management 2 Amend Omnibus Stock Plan For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- VERTEX PHARMACEUTICALS INCORPORATED Ticker: VRTX Security ID: 92532F100 Meeting Date: JUN 04, 2015 Meeting Type: Annual Record Date: APR 10, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jeffrey M. Leiden For For Management 1.2 Elect Director Bruce I. Sachs For For Management 1.3 Elect Director Sangeeta N. Bhatia For For Management 2 Increase Authorized Common Stock For For Management 3 Amend Omnibus Stock Plan For For Management 4 Ratify Ernst & Young LLP as Auditors For For Management 5 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 6 Adopt Proxy Access Right Against For Shareholder 7 Report on Specialty Drug Pricing Risks Against Against Shareholder -------------------------------------------------------------------------------- VF CORPORATION Ticker: VFC Security ID: 918204108 Meeting Date: APR 28, 2015 Meeting Type: Annual Record Date: MAR 05, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Richard T. Carucci For For Management 1.2 Elect Director Juliana L. Chugg For For Management 1.3 Elect Director Juan Ernesto de Bedout For For Management 1.4 Elect Director Mark S. Hoplamazian For For Management 1.5 Elect Director Robert J. Hurst For For Management 1.6 Elect Director Laura W. Lang For For Management 1.7 Elect Director W. Alan McCollough For For Management 1.8 Elect Director Clarence Otis, Jr. For For Management 1.9 Elect Director Matthew J. Shattock For For Management 1.10 Elect Director Raymond G. Viault For For Management 1.11 Elect Director Eric C. Wiseman For For Management 2 Amend Omnibus Stock Plan For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- WHIRLPOOL CORPORATION Ticker: WHR Security ID: 963320106 Meeting Date: APR 21, 2015 Meeting Type: Annual Record Date: FEB 23, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Samuel R. Allen For For Management 1b Elect Director Gary T. DiCamillo For For Management 1c Elect Director Diane M. Dietz For For Management 1d Elect Director Gerri T. Elliott For For Management 1e Elect Director Jeff M. Fettig For For Management 1f Elect Director Michael F. Johnston For For Management 1g Elect Director John D. Liu For For Management 1h Elect Director Harish Manwani For For Management 1i Elect Director William D. Perez For For Management 1j Elect Director Michael A. Todman For For Management 1k Elect Director Michael D. White For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- WISDOMTREE INVESTMENTS, INC. Ticker: WETF Security ID: 97717P104 Meeting Date: JUN 24, 2015 Meeting Type: Annual Record Date: APR 27, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Anthony Bossone For For Management 1.2 Elect Director Bruce Lavine For For Management 1.3 Elect Director Michael Steinhardt For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- YUM! BRANDS, INC. Ticker: YUM Security ID: 988498101 Meeting Date: MAY 01, 2015 Meeting Type: Annual Record Date: MAR 03, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1a Elect Director Michael J. Cavanagh For For Management 1.1b Elect Director Greg Creed For For Management 1.1c Elect Director David W. Dorman For For Management 1.1d Elect Director Massimo Ferragamo For For Management 1.1e Elect Director Mirian M. Graddick-Weir For For Management 1.1f Elect Director Jonathan S. Linen For For Management 1.1g Elect Director Thomas C. Nelson For For Management 1.1h Elect Director David C. Novak For For Management 1.1i Elect Director Thomas M. Ryan For For Management 1.1j Elect Director Elane B. Stock For For Management 1.1k Elect Director Jing-Shyh S. Su For For Management 1.1l Elect Director Robert D. Walter For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 4 Pro-rata Vesting of Equity Awards Against For Shareholder -------------------------------------------------------------------------------- ZIMMER HOLDINGS, INC. Ticker: ZMH Security ID: 98956P102 Meeting Date: MAY 05, 2015 Meeting Type: Annual Record Date: MAR 06, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1a Elect Director Christopher B. Begley For For Management 1.1b Elect Director Betsy J. Bernard For For Management 1.1c Elect Director Paul M. Bisaro For For Management 1.1d Elect Director Gail K. Boudreaux For For Management 1.1e Elect Director David C. Dvorak For For Management 1.1f Elect Director Michael J. Farrell For For Management 1.1g Elect Director Larry C. Glasscock For For Management 1.1h Elect Director Robert A. Hagemann For For Management 1.1i Elect Director Arthur J. Higgins For For Management 1.1j Elect Director Cecil B. Pickett For For Management 2 Amend Non-Employee Director Omnibus For For Management Stock Plan 3 Amend Deferred Compensation Plan For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 5 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- ZOETIS INC. Ticker: ZTS Security ID: 98978V103 Meeting Date: MAY 01, 2015 Meeting Type: Annual Record Date: MAR 06, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Sanjay Khosla For For Management 1.2 Elect Director Willie M. Reed For For Management 1.3 Elect Director William C. Steere, Jr. For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify KPMG LLP as Auditors For For Management ========== END NPX REPORT
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
LORD ABBETT BOND-DEBENTURE FUND, INC.
By: /s/Daria L. Foster
Daria L. Foster
President and Chief Executive Officer
Date: August 17, 2015