UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING OF REGISTERED MANAGEMENT
INVESTMENT COMPANY
Investment Company Act file number 811-3578
AQUILA FUNDS TRUST
(Exact name of registrant as specified in charter)
120 West 45th Street, Suite 3600
New York, NY 10036
(Address of principal executive offices) (Zip code)
Joseph P. DiMaggio, Chief Financial Officer and Treasurer
120 West 45th Street, Suite 3600
New York, NY 10036
(name and address of agent for service)
Registrant's telephone number, including area code: 212-697-6666
Date of fiscal year end: December 31, 2013
Date of reporting period: June 30, 2014
Form N-PX is to be used by a registered management investment company, other than a small business investment company registered on Form N-5 (subsections 239.24 and 274.5 of this chapter), to file reports with the Commission, not later than August 31 of each year, containing the registrant's proxy voting record for the most recent twelve-month period ended June 30, pursuant to section 30 of the Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4). The Commission may use the information provided on Form N-PX in its regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-PX, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-PX unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to the Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, D.C. 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. subsection 3507.
Item. 1 Proxy Voting Record
a.) Aquila Three Peaks High Income Fund ("ATPHIF"), a series of the Registrant
During the twelve month reporting period ended June 30, 2014, the ATPHIF series did not hold any portfolio securities for which the series was entitled to participate in proxy voting.
b.) Aquila Three Peaks Opportunity Growth Fund ("ATPOGF"), a series of the Registrant
During the twelve month reporting period ended June 30, 2014, the ATPOGF series did hold portfolio securities for which the series was entitled to participate in proxy voting as follows:
******************************* FORM N-PX REPORT *******************************
ICA File Number: 811-08168
Reporting Period: 07/01/2013 - 06/30/2014
Aquila Three Peaks Opportunity Growth Fund
ACTAVIS PLC
| Ticker: ACT | Security ID: G0083B108 |
| Meeting Date: MAY 09, 2014 | Meeting Type: Annual |
| Record Date: MAR 14, 2014 | |
| # | | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1a | | Elect Director Paul M. Bisaro | For | For | Management |
| 1b | | Elect Director James H. Bloem | For | For | Management |
| 1c | | Elect Director Christopher W. Bodine | For | For | Management |
| 1d | | Elect Director Tamar D. Howson | For | For | Management |
| 1e | | Elect Director John A. King | For | For | Management |
| 1f | | Elect Director Catherine M. Klema | For | For | Management |
| 1g | | Elect Director Jiri Michal | For | For | Management |
| 1h | | Elect Director Sigurdur Olafsson | For | For | Management |
| 1i | | Elect Director Patrick J. O'Sullivan | For | For | Management |
| 1j | | Elect Director Ronald R. Taylor | For | For | Management |
| 1k | | Elect Director Andrew L. Turner | For | For | Management |
| 1l | | Elect Director Fred G. Weiss | For | For | Management |
| 2 | | Advisory Vote to Ratify Named Executive Officers' Compensation | For | For | Management |
| 3 | | Ratify Auditors | For | For | Management |
| 4 | | Report on Sustainability | Against | For | Shareholder |
| Ticker: ACT | Security ID: G0083B108 |
| Meeting Date: JUN 17, 2014 | Meeting Type: Special |
| Record Date: MAY 02, 2014 | |
| # | | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1 | | Issue Shares in Connection with Acquisition | For | For | Management |
| 2 | | Adjourn Meeting | For | For | Management |
| Ticker: ACT | Security ID: 00507K103 |
| Meeting Date: SEP 10, 2013 | Meeting Type: Special |
| Record Date: JUL 30, 2013 | |
| # | | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1 | | Approve Merger Agreement | For | For | Management |
| 2 | | Approve Creation of Distributable Reserves | For | For | Management |
| 3 | | Advisory Vote on Golden Parachutes | For | For | Management |
| 4 | | Adjourn Meeting | For | For | Management |
ACTIVISION BLIZZARD, INC.
| Ticker: ATVI | Security ID: 00507V109 |
| Meeting Date: JUN 05, 2014 | Meeting Type: Annual |
| Record Date: APR 07, 2014 | |
| # | | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1.1 | | Elect Director Robert J. Corti | For | For | Management |
| 1.2 | | Elect Director Brian G. Kelly | For | For | Management |
| 1.3 | | Elect Director Robert A. Kotick | For | For | Management |
| 1.4 | | Elect Director Barry Meyer | For | For | Management |
| 1.5 | | Elect Director Robert J. Morgado | For | For | Management |
| 1.6 | | Elect Director Peter Nolan | For | For | Management |
| 1.7 | | Elect Director Richard Sarnoff | For | For | Management |
| 1.8 | | Elect Director Elaine Wynn | For | For | Management |
| 2 | | Approve Omnibus Stock Plan | For | Against | Management |
| 3A | | Amend Provisions Relating to the Relationship with Vivendi | For | For | Management |
| 3B | | Amend Provisions Relating to Supermajority and Special Voting Requirements | For | For | Management |
| 3C | | Amend Provisions Relating to the Ability to Amend Bylaws | For | For | Management |
| 4 | | Advisory Vote to Ratify Named Executive Officers' Compensation | For | Against | Management |
| 5 | | Ratify Auditors | For | For | Management |
AMC ENTERTAINMENT HOLDINGS, INC.
| Ticker: AMC | Security ID: 00165C104 |
| Meeting Date: APR 25, 2014 | Meeting Type: Annual |
| Record Date: MAR 14, 2014 | |
| # | | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1.1 | | Elect Director Anthony J. Saich | For | For | Management |
| 1.2 | | Elect Director Jian Wang | For | Withhold | Management |
| 2 | | Ratify Auditors | For | For | Management |
| 3 | | Advisory Vote to Ratify Named Executive Officers' Compensation | For | For | Management |
| 4 | | Advisory Vote on Say on Pay Frequency | One Year | One Year | Management |
| Ticker: AMSG | Security ID: 03232P405 |
| Meeting Date: MAY 20, 2014 | Meeting Type: Annual |
| Record Date: APR 03, 2014 | |
| # | | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1.1 | | Elect Director Henry D. Herr | For | For | Management |
| 1.2 | | Elect Director Christopher A. Holden | For | For | Management |
| 1.3 | | Elect Director Joey A. Jacobs | For | For | Management |
| 1.4 | | Elect Director Kevin P. Lavender | For | For | Management |
| 2 | | Advisory Vote to Ratify NamedExecutive Officers' Compensation | For | For | Management |
| 3 | | Approve Omnibus Stock Plan | For | For | Management |
| 4 | | Ratify Auditors | For | For | Management |
| 5 | | Report on Sustainability | Against | For | Shareholder |
ANTERO RESOURCES CORPORATION
| Ticker: AR | Security ID: 03674X106 |
| Meeting Date: MAY 21, 2014 | Meeting Type: Annual |
| Record Date: APR 01, 2014 | |
| # | | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1.1 | | Elect Director Paul M. Rady | For | Withhold | Management |
| 1.2 | | Elect Director Glen C. Warren, Jr. | For | Withhold | Management |
| 1.3 | | Elect Director James R. Levy | For | Withhold | Management |
| 2 | | Ratify Auditors | For | For | Management |
| 3 | | Amend Omnibus Stock Plan | For | Against | Management |
AVAGO TECHNOLOGIES LIMITED
| Ticker: AVGO | Security ID: Y0486S104 |
| Meeting Date: APR 09, 2014 | Meeting Type: Annual |
| Record Date: FEB 11, 2014 | |
| # | | 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 | | Reappoint PricewaterhouseCoopers LLP as Auditors and Authorize Board to Fix Their Remuneration | For | For | Management |
| 3 | | Approve Cash Compensation to Directors | For | For | Management |
| 4 | | Advisory Vote to Ratify Named Executive Officers' Compensation | For | For | Management |
| 5 | | Approve Issuance of Shares with or without Preemptive Rights | For | For | Management |
| 6 | | Approve Repurchase of up to 10 Percent of Issued Capital | For | For | Management |
| 7 | | Approve Omnibus Stock Plan | For | Against | Management |
| 8 | | Approve or Amend Severance Agreements/Change-in-Control Agreements with Hock E. Tan | For | For | Management |
| Ticker: BGS | Security ID: 05508R106 |
| Meeting Date: MAY 20, 2014 | Meeting Type: Annual |
| Record Date: MAR 25, 2014 | |
| # | | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1.1 | | Elect Director Robert C. Cantwell | For | For | Management |
| 1.2 | | Elect Director Cynthia T. Jamison | For | For | Management |
| 1.3 | | Elect Director Charles F. Marcy | For | For | Management |
| 1.4 | | Elect Director Dennis M. Mullen | For | For | Management |
| 1.5 | | Elect Director Cheryl M. Palmer | For | For | Management |
| 1.6 | | Elect Director Alfred Poe | For | For | Management |
| 1.7 | | Elect Director Stephen C. Sherrill | For | For | Management |
| 1.8 | | Elect Director David L. Wenner | For | For | Management |
| 2 | | Advisory Vote to Ratify Named Executive Officers' Compensation | For | Against | Management |
| 3 | | Ratify Auditors | For | For | Management |
| Ticker: BLL | Security ID: 058498106 |
| Meeting Date: APR 30, 2014 | Meeting Type: Annual |
| Record Date: MAR 03, 2014 | |
| # | | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1.1 | | Elect Director John A. Hayes | For | Withhold | Management |
| 1.2 | | Elect Director George M. Smart | For | Withhold | Management |
| 1.3 | | Elect Director Theodore M. Solso | For | Withhold | Management |
| 1.4 | | Elect Director Stuart A. Taylor, II | For | Withhold | Management |
| 2 | | Ratify Auditors | For | For | Management |
| 3 | | Advisory Vote to Ratify Named Executive Officers' Compensation | For | For | Management |
| 4 | | Require a Majority Vote For the Election of Directors | Against | For | Shareholder |
BERRY PLASTICS GROUP, INC.
| Ticker: BERY | Security ID: 08579W103 |
| Meeting Date: MAR 11, 2014 | Meeting Type: Annual |
| Record Date: JAN 17, 2014 | |
| # | | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1.1 | Elect Director B. Evan Bayh | For | Withhold | Management |
| 1.2 | | Elect Director Anthony M. Civale | For | Withhold | Management |
| 1.3 | | Elect Director Ronald S. Rolfe | For | For | Management |
| 2 | | Ratify Auditors | For | For | Management |
BIO-RAD LABORATORIES, INC.
| Ticker: BIO | Security ID: 090572207 |
| Meeting Date: APR 22, 2014 | Meeting Type: Annual |
| Record Date: FEB 27, 2014 | |
| # | | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1.1 | | Elect Director Louis Drapeau | For | Against | Management |
| 1.2 | | Elect Director Robert M. Malchione | For | For | Management |
| 2 | | Ratify Auditors | For | For | Management |
| 3 | | Amend Omnibus Stock Plan | For | For | Management |
| 4 | | Advisory Vote to Ratify Named Executive Officers' Compensation | For | For | Management |
BONANZA CREEK ENERGY, INC.
| Ticker: BCEI | Security ID: 097793103 |
| Meeting Date: JUN 05, 2014 | Meeting Type: Annual |
| Record Date: APR 28, 2014 | |
| # | | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1 | | Elect Director Kevin A. Neveu | For | For | Management |
| 2 | | Ratify Auditors | For | For | Management |
| 3 | | Advisory Vote to Ratify Named Executive Officers' Compensation | For | For | Management |
| Ticker: CRI | Security ID: 146229109 |
| Meeting Date: MAY 14, 2014 | Meeting Type: Annual |
| Record Date: MAR 25, 2014 | |
| # | | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1a | | Elect Director Amy Woods Brinkley | For | For | Management |
| 1b | | Elect Director Michael D. Casey | For | For | Management |
| 1c | | Elect Director A. Bruce Cleverly | For | For | Management |
| 1d | | Elect Director Jevin S. Eagle | For | For | Management |
| 2 | | Advisory Vote to Ratify Named Executive Officers' Compensation | For | For | Management |
| 3 | | Ratify Auditors | For | For | Management |
| Ticker: CTRX | Security ID: 148887102 |
| Meeting Date: MAY 13, 2014 | Meeting Type: Annual/Special |
| Record Date: MAR 24, 2014 | |
| # | | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1.1 | | Elect Director Mark A. Thierer | For | For | Management |
| 1.2 | | Elect Director Peter J. Bensen | For | For | Management |
| 1.3 | | Elect Director Steven D. Cosler | For | For | Management |
| 1.4 | | Elect Director William J. Davis | For | For | Management |
| 1.5 | | Elect Director Steven B. Epstein | For | For | Management |
| 1.6 | | Elect Director Betsy D. Holden | For | For | Management |
| 1.7 | | Elect Director Karen L. Katen | For | For | Management |
| 1.8 | | Elect Director Harry M. Kraemer | For | For | Management |
| 1.9 | | Elect Director Anthony Masso | For | For | Management |
| 2 | | Amend Executive Incentive Bonus Plan | For | For | Management |
| 3 | | Amend Omnibus Stock Plan | For | For | Management |
| 4 | | Advisory Vote to Ratify Named Executive Officers' Compensation | For | For | Management |
| 5 | | Approve KPMG LLP as Auditors and Authorize Board to Fix Their Remuneration | For | For | Management |
| Ticker: CBG | Security ID: 12504L109 |
| Meeting Date: MAY 16, 2014 | Meeting Type: Annual |
| Record Date: MAR 24, 2014 | |
| # | | 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 Auditors | For | For | Management |
| 3 | | Advisory Vote to Ratify Named Executive Officers' Compensation | For | For | Management |
| Ticker: CDW | Security ID: 12514G108 |
| Meeting Date: MAY 22, 2014 | Meeting Type: Annual |
| Record Date: MAR 24, 2014 | |
| # | | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1.1 | | Elect Director Steven W. Alesio | For | Withhold | Management |
| 1.2 | | Elect Director Barry K. Allen | For | Withhold | Management |
| 1.3 | | Elect Director David W. Nelms | For | For | Management |
| 1.4 | | Elect Director Donna F. Zarcone | For | For | Management |
| 2 | | Ratify Auditors | For | For | Management |
| 3 | | Advisory Vote to Ratify Named Executive Officers' Compensation | For | For | Management |
| 4 | | Advisory Vote on Say on Pay Frequency | One Year | One Year | Management |
CHARTER COMMUNICATIONS, INC.
| Ticker: CHTR | Security ID: 16117M305 |
| Meeting Date: MAY 06, 2014 | Meeting Type: Annual |
| Record Date: MAR 07, 2014 | |
| # | | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1.1 | | Elect Director W. Lance Conn | For | For | Management |
| 1.2 | | Elect Director Michael P. Huseby | For | For | Management |
| 1.3 | | Elect Director Craig A. Jacobson | For | For | Management |
| 1.4 | | Elect Director Gregory B. Maffei | For | Withhold | Management |
| 1.5 | | Elect Director John C. Malone | For | Withhold | Management |
| 1.6 | | Elect Director John D. Markley, Jr. | For | For | Management |
| 1.7 | | Elect Director David C. Merritt | For | For | Management |
| 1.8 | | Elect Director Balan Nair | For | Withhold | Management |
| 1.9 | | Elect Director Thomas M. Rutledge | For | For | Management |
| 1.10 | | Elect Director Eric L. Zinterhofer | For | For | Management |
| 2 | | Advisory Vote to Ratify Named Executive Officers' Compensation | For | For | Management |
| 3 | | Ratify Auditors | For | For | Management |
| | |
| Ticker: CNK | Security ID: 17243V102 |
| Meeting Date: MAY 22, 2014 | Meeting Type: Annual |
| Record Date: APR 02, 2014 | |
| # | | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1.1 | | Elect Director Steven P. Rosenberg | For | For | Management |
| 1.2 | | Elect Director Enrique F. Senior | For | For | Management |
| 1.3 | | Elect Director Donald G. Soderquist | For | For | Management |
| 2 | | Ratify Auditors | For | For | Management |
| 3 | | Advisory Vote to Ratify Named Executive Officers' Compensation | For | For | Management |
| Ticker: CMCSA | Security ID: 20030N101 |
| Meeting Date: MAY 21, 2014 | Meeting Type: Annual |
| Record Date: MAR 21, 2014 | |
| # | | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1.1 | | Elect Director Kenneth J. Bacon | For | For | Management |
| 1.2 | | Elect Director Sheldon M. Bonovitz | For | For | Management |
| 1.3 | | Elect Director Edward D. Breen | For | For | Management |
| 1.4 | | Elect Director Joseph J. Collins | For | For | Management |
| 1.5 | | Elect Director J. Michael Cook | For | For | Management |
| 1.6 | | Elect Director Gerald L. Hassell | For | For | Management |
| 1.7 | | Elect Director Jeffrey A. Honickman | For | For | Management |
| 1.8 | | Elect Director Eduardo G. Mestre | For | For | Management |
| 1.9 | | Elect Director Brian L. Roberts | For | For | Management |
| 1.10 | | Elect Director Ralph J. Roberts | For | For | Management |
| 1.11 | | Elect Director Johnathan A. Rodgers | For | For | Management |
| 1.12 | | Elect Director Judith Rodin | For | For | Management |
| 2 | | Ratify Auditors | For | For | Management |
| 3 | | Advisory Vote to Ratify Named Executive Officers' Compensation | For | For | Management |
| 4 | | Report on Lobbying Payments and Policy | Against | For | Shareholder |
| 5 | | Pro-rata Vesting of Equity Plans | Against | For | Shareholder |
CONSTELLATION BRANDS, INC.
| Ticker: STZ | Security ID: 21036P108 |
| Meeting Date: JUL 24, 2013 | Meeting Type: Annual |
| Record Date: MAY 28, 2013 | |
| # | | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1.1 | | Elect Director Jerry Fowden | For | For | Management |
| 1.2 | | Elect Director Barry A. Fromberg | For | Withhold | Management |
| 1.3 | | Elect Director Robert L. Hanson | For | For | Management |
| 1.4 | | Elect Director Jeananne K. Hauswald | For | For | Management |
| 1.5 | | Elect Director James A. Locke, III | For | Withhold | Management |
| 1.6 | | Elect Director Richard Sands | For | For | Management |
| 1.7 | | Elect Director Robert Sands | For | For | Management |
| 1.8 | | Elect Director Judy A. Schmeling | For | For | Management |
| 1.9 | | Elect Director Paul L. Smith | For | Withhold | Management |
| 1.10 | | Elect Director Keith E. Wandell | For | For | Management |
| 1.11 | | Elect Director Mark Zupan | For | Withhold | Management |
| 2 | | Ratify Auditors | For | For | Management |
| 3 | | Advisory Vote to Ratify Named Executive Officers' Compensation | For | For | Management |
| 4 | | Amend Qualified Employee Stock Purchase Plan | For | For | Management |
CORRECTIONS CORPORATION OF AMERICA
| Ticker: CXW | Security ID: 22025Y407 |
| Meeting Date: MAY 15, 2014 | Meeting Type: Annual |
| Record Date: MAR 21, 2014 | |
| # | | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1a | | Elect Director John D. Ferguson | For | For | Management |
| 1b | | Elect Director Damon T. Hininger | For | For | Management |
| 1c | | Elect Director Donna M. Alvarado | For | For | Management |
| 1d | | Elect Director John D. Correnti | For | For | Management |
| 1e | | Elect Director Robert J. Dennis | For | For | Management |
| 1f | | Elect Director C. Michael Jacobi | For | For | Management |
| 1g | | Elect Director Anne L. Mariucci | For | For | Management |
| 1h | | Elect Director Thurgood Marshall, Jr. | For | For | Management |
| 1i | | Elect Director Charles L. Overby | For | For | Management |
| 1j | | Elect Director John R. Prann, Jr. | For | For | Management |
| 1k | | Elect Director Joseph V. Russell | For | For | Management |
| 2 | | Ratify Auditors | For | For | Management |
| 3 | | Advisory Vote to Ratify Named Executive Officers' Compensation | For | For | Management |
| Ticker: CCK | Security ID: 228368106 |
| Meeting Date: APR 24, 2014 | Meeting Type: Annual |
| Record Date: MAR 04, 2014 | |
| # | | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1.1 | | Elect Director Jenne K. Britell | For | For | Management |
| 1.2 | | Elect Director John W. Conway | For | For | Management |
| 1.3 | | Elect Director Arnold W. Donald | For | For | Management |
| 1.4 | | Elect Director William G. Little | For | For | Management |
| 1.5 | | Elect Director Hans J. Loliger | For | For | Management |
| 1.6 | | Elect Director James H. Miller | For | For | Management |
| 1.7 | | Elect Director Josef M. Muller | For | For | Management |
| 1.8 | | Elect Director Thomas A. Ralph | For | For | Management |
| 1.9 | | Elect Director Caesar F. Sweitzer | For | For | Management |
| 1.10 | | Elect Director Jim L. Turner | For | For | Management |
| 1.11 | | Elect Director William S. Urkiel | For | For | Management |
| 2 | | Ratify Auditors | For | For | Management |
| 3 | | Advisory Vote to Ratify Named Executive Officers' Compensation | For | For | Management |
| 4 | | Adopt Share Retention Policy For Senior Executives | Against | For | Shareholder |
| 5 | | Submit SERP to Shareholder Vote | Against | For | Shareholder |
DIRECTV
| Ticker: DTV | Security ID: 25490A309 |
| Meeting Date: APR 29, 2014 | Meeting Type: Annual |
| Record Date: MAR 03, 2014 | |
| # | | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1a | | Elect Director Neil Austrian | For | For | Management |
| 1b | | Elect Director Ralph Boyd, Jr. | For | For | Management |
| 1c | | Elect Director Abelardo Bru | For | For | Management |
| 1d | | Elect Director David Dillon | For | For | Management |
| 1e | | Elect Director Samuel DiPiazza, Jr. | For | For | Management |
| 1f | | Elect Director Dixon Doll | For | For | Management |
| 1g | | Elect Director Charles Lee | For | For | Management |
| 1h | | Elect Director Peter Lund | For | For | Management |
| 1i | | Elect Director Nancy Newcomb | For | For | Management |
| 1j | | Elect Director Lorrie Norrington | For | For | Management |
| 1k | | Elect Director Anthony Vinciquerra | For | For | Management |
| 1l | | Elect Director Michael White | For | For | Management |
| 2 | | Ratify Auditors | For | For | Management |
| 3 | | Advisory Vote to Ratify Named Executive Officers' Compensation | For | For | Management |
| 4 | | Pro-rata Vesting of Equity Awards | Against | For | Shareholder |
| 5 | | Stock Retention/Holding Period | Against | For | Shareholder |
DREAMWORKS ANIMATION SKG, INC.
| Ticker: DWA | Security ID: 26153C103 |
| Meeting Date: JUN 11, 2014 | Meeting Type: Annual |
| Record Date: APR 16, 2014 | |
| # | | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1.1 | | Elect Director Jeffrey Katzenberg | For | Withhold | Management |
| 1.2 | | Elect Director Lewis W. Coleman | For | For | Management |
| 1.3 | | Elect Director Harry 'Skip' Brittenham | For | Withhold | Management |
| 1.4 | | Elect Director Thomas E. Freston | For | For | Management |
| 1.5 | | Elect Director Lucian Grainge | For | For | Management |
| 1.6 | | Elect Director Mellody Hobson | For | For | Management |
| 1.7 | | Elect Director Jason Kilar | For | For | Management |
| 1.8 | | Elect Director Michael J. Montgomery | For | For | Management |
| 2 | | Ratify Auditors | For | For | Management |
| 3 | | Advisory Vote to Ratify Named Executive Officers' Compensation | For | Against | Management |
FIDELITY NATIONAL INFORMATION SERVICES, INC.
| Ticker: FIS | Security ID: 31620M106 |
| Meeting Date: MAY 28, 2014 | Meeting Type: Annual |
| Record Date: APR 01, 2014 | |
| # | | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1a | | Elect Director David K. Hunt | For | For | Management |
| 1b | | Elect Director Richard N. Massey | For | For | Management |
| 1c | | Elect Director Leslie M. Muma | For | For | Management |
| 1d | | Elect Director James B. Stallings, Jr. | For | For | Management |
| 2 | | Advisory Vote to Ratify Named Executive Officers' Compensation | For | For | Management |
| 3 | | Reduce Supermajority Vote Requirement | For | For | Management |
| 4 | | Ratify Auditors | For | For | Management |
GRAPHIC PACKAGING HOLDING COMPANY
| Ticker: GPK | Security ID: 388689101 |
| Meeting Date: MAY 21, 2014 | Meeting Type: Annual |
| Record Date: MAR 24, 2014 | |
| # | | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1.1 | | Elect Director G. Andrea Botta | For | For | Management |
| 1.2 | | Elect Director Jeffrey H. Coors | For | For | Management |
| 1.3 | | Elect Director David W. Scheible | For | For | Management |
| 2 | | Ratify Auditors | For | For | Management |
| 3 | | Advisory Vote to Ratify Named Executive Officers' Compensation | For | For | Management |
| 4 | | Approve Omnibus Stock Plan | For | For | Management |
| Ticker: HCA | Security ID: 40412C101 |
| Meeting Date: APR 23, 2014 | Meeting Type: Annual |
| Record Date: FEB 28, 2014 | |
| # | | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1.1 | | Elect Director Richard M. Bracken | For | For | Management |
| 1.2 | | Elect Director R. Milton Johnson | For | For | Management |
| 1.3 | | Elect Director Robert J. Dennis | For | For | Management |
| 1.4 | | Elect Director Nancy-Ann DeParle | For | For | Management |
| 1.5 | | Elect Director Thomas F. Frist III | For | For | Management |
| 1.6 | | Elect Director William R. Frist | For | For | Management |
| 1.7 | | Elect Director Ann H. Lamont | For | For | Management |
| 1.8 | | Elect Director Jay O. Light | For | For | Management |
| 1.9 | | Elect Director Geoffrey G. Meyers | For | For | Management |
| 1.10 | | Elect Director Michael W. Michelson | For | For | Management |
| 1.11 | | Elect Director Stephen G. Pagliuca | For | For | Management |
| 1.12 | | Elect Director Wayne J. Riley | For | For | Management |
| 1.13 | | Elect Director John W. Rowe | For | For | Management |
| 2 | | Ratify Auditors | For | For | Management |
| 3 | | Approve Nonqualified Employee Stock Purchase Plan | For | For | Management |
| 4 | | Advisory Vote to Ratify Named Executive Officers' Compensation | For | For | Management |
HERTZ GLOBAL HOLDINGS, INC.
| Ticker: HTZ | Security ID: 42805T105 |
| Meeting Date: MAY 14, 2014 | Meeting Type: Annual |
| Record Date: MAR 21, 2014 | |
| # | | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1.1 | | Elect Director Michael J. Durham | For | For | Management |
| 1.2 | | Elect Director Mark P. Frissora | For | For | Management |
| 1.3 | | Elect Director Henry C. Wolf | For | For | Management |
| 2 | | Advisory Vote to Ratify Named Executive Officers' Compensation | For | For | Management |
| 3 | | Declassify the Board of Directors | For | For | Management |
| 4 | | Approve Reverse Stock Split | For | Against | Management |
| 5 | | Ratify Auditors | For | For | Management |
HILTON WORLDWIDE HOLDINGS INC.
| Ticker: HLT | Security ID: 43300A104 |
| Meeting Date: MAY 07, 2014 | Meeting Type: Annual |
| Record Date: MAR 17, 2014 | |
| # | | 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 Auditors | For | For | Management |
| 3 | | Advisory Vote to Ratify Named Executive Officers' Compensation | For | For | Management |
| 4 | | Advisory Vote on Say on Pay Frequency | One Year | One Year | Management |
HORNBECK OFFSHORE SERVICES, INC.
| Ticker: HOS | Security ID: 440543106 |
| Meeting Date: JUN 19, 2014 | Meeting Type: Annual |
| Record Date: APR 21, 2014 | |
| # | | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1.1 | | Elect Director Todd M. Hornbeck | For | Withhold | Management |
| 1.2 | | Elect Director Patricia B. Melcher | For | Withhold | Management |
| 1.3 | | Elect Director Nicholas L. Swyka, Jr. | For | Withhold | Management |
| 2 | | Ratify Auditors | For | For | Management |
| 3 | | Advisory Vote to Ratify Named Executive Officers' Compensation | For | For | Management |
HOST HOTELS & RESORTS, INC.
| Ticker: HST | Security ID: 44107P104 |
| Meeting Date: MAY 14, 2014 | Meeting Type: Annual |
| Record Date: MAR 17, 2014 | |
| # | | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1.1 | | Elect Director Mary L. Baglivo | For | For | Management |
| 1.2 | | Elect Director Sheila C. Bair | For | For | Management |
| 1.3 | | Elect Director Terence C. Golden | For | For | Management |
| 1.4 | | Elect Director Ann M. Korologos | For | For | Management |
| 1.5 | | Elect Director Richard E. Marriott | For | For | Management |
| 1.6 | | Elect Director John B. Morse, Jr. | For | For | Management |
| 1.7 | | Elect Director Walter C. Rakowich | For | For | Management |
| 1.8 | | Elect Director Gordon H. Smith | For | For | Management |
| 1.9 | | Elect Director W. Edward Walter | For | For | Management |
| 2 | | Ratify Auditors | For | For | Management |
| 3 | | Advisory Vote to Ratify Named Executive Officers' Compensation | For | For | Management |
| Ticker: I | Security ID: L5140P101 |
| Meeting Date: JUN 19, 2014 | Meeting Type: Annual/Special |
| Record Date: MAY 09, 2014 | |
| # | | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1 | | Receive Board's and Auditor’s Reports | None | None | Management |
| 2 | | Approve Financial Statements | For | For | Management |
| 3 | | Approve Consolidated FinancialStatements and Statutory Reports | For | For | Management |
| 4 | | Approve Allocation of Income | For | For | Management |
| 5 | | Approve Dividends on Series A Preferred Shares | For | For | Management |
| 6 | | Approve Discharge of Directors | For | For | Management |
| 7a | | Elect John Diercksen as Director | For | For | Management |
| 7b | | Elect Robert Callahan as Director | For | For | Management |
| 8a | | Reelect Raymond Svider as Director | For | For | Management |
| 8b | | Reelect Egon Durban as Director | For | For | Management |
| 8c | | Reelect Justin Bateman as Director | For | For | Management |
| 9 | | Approve Remuneration of Directors | For | For | Management |
| 10 | | Renew Appointment of KPMG as Auditor | For | For | Management |
| 11 | | Authorize Board to Repurchase Shares | For | Against | Management |
| 1 | | Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of USD 10 Million | For | Against | Management |
IRON MOUNTAIN INCORPORATED
| Ticker: IRM | Security ID: 462846106 |
| Meeting Date: MAY 29, 2014 | Meeting Type: Annual |
| Record Date: APR 03, 2014 | |
| # | | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1a | | Elect Director Ted R. Antenucci | For | For | Management |
| 1b | | Elect Director Pamela M. Arway | For | For | Management |
| 1c | | Elect Director Clarke H. Bailey | For | For | Management |
| 1d | | Elect Director Kent P. Dauten | For | For | Management |
| 1e | | Elect Director Paul F. Deninger | For | For | Management |
| 1f | | Elect Director Per-Kristian Halvorsen | For | For | Management |
| 1g | | Elect Director Michael W. Lamach | For | For | Management |
| 1h | | Elect Director William L. Meaney | For | For | Management |
| 1i | | Elect Director Walter C. Rakowich | For | For | Management |
| 1j | | Elect Director Vincent J. Ryan | For | Against | Management |
| 1k | | Elect Director Alfred J. Verrecchia | For | For | Management |
| 2 | | Advisory Vote to Ratify Named Executive Officers' Compensation | For | For | Management |
| 3 | | Ratify Auditors | For | For | Management |
LIONS GATE ENTERTAINMENT CORP.
| Ticker: LGF | Security ID: 535919203 |
| Meeting Date: SEP 10, 2013 | Meeting Type: Annual |
| Record Date: JUL 19, 2013 | |
| # | | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1.1 | | Elect Director Michael Burns | For | For | Management |
| 1.2 | | Elect Director Gordon Crawford | For | For | Management |
| 1.3 | | Elect Director Arthur Evrensel | For | Withhold | Management |
| 1.4 | | Elect Director Jon Feltheimer | For | For | Management |
| 1.5 | | Elect Director Frank Giustra | For | For | Management |
| 1.6 | | Elect Director Morley Koffman | For | For | Management |
| 1.7 | | Elect Director Harald Ludwig | For | For | Management |
| 1.8 | | Elect Director G. Scott Paterson | For | For | Management |
| 1.9 | | Elect Director Mark H. Rachesky | For | For | Management |
| 1.10 | | Elect Director Daryl Simm | For | For | Management |
| 1.11 | | Elect Director Hardwick Simmons | For | For | Management |
| 1.12 | | Elect Director Phyllis Yaffe | For | For | Management |
| 2 | | Ratify Ernst & Young LLP as Auditors | For | For | Management |
| 3 | | Advisory Vote to Ratify Named Executive Officers' Compensation | For | For | Management |
| 4 | | Other Business | For | Against | Management |
LIVE NATION ENTERTAINMENT, INC.
| Ticker: LYV | Security ID: 538034109 |
| Meeting Date: JUN 05, 2014 | Meeting Type: Annual |
| Record Date: APR 10, 2014 | |
| # | | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1.1 | | Elect Director Mark Carleton | For | For | Management |
| 1.2 | | Elect Director Jonathan Dolgen | For | For | Management |
| 1.3 | | Elect Director Ariel Emanuel | For | For | Management |
| 1.4 | | Elect Director Robert Ted Enloe, III | For | For | Management |
| 1.5 | | Elect Director Jeffrey T. Hinson | For | For | Management |
| 1.6 | | Elect Director Margaret "Peggy" Johnson | For | For | Management |
| 1.7 | | Elect Director James S. Kahan | For | For | Management |
| 1.8 | | Elect Director Gregory B. Maffei | For | Against | Management |
| 1.9 | | Elect Director Randall T. Mays | For | For | Management |
| 1.10 | | Elect Director Michael Rapino | For | For | Management |
| 1.11 | | Elect Director Mark S. Shapiro | For | For | Management |
| 2 | | Advisory Vote to Ratify Named Executive Officers' Compensation | For | Against | Management |
| 3 | | Ratify Auditors | For | For | Management |
| Ticker: MYL | Security ID: 628530107 |
| Meeting Date: APR 11, 2014 | Meeting Type: Annual |
| Record Date: FEB 20, 2014 | |
| # | | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1.1 | | Elect Director Heather Bresch | For | For | Management |
| 1.2 | | Elect Director Wendy Cameron | For | For | Management |
| 1.3 | | Elect Director Robert J. Cindrich | For | For | Management |
| 1.4 | | Elect Director Robert J. Coury | For | For | Management |
| 1.5 | | Elect Director JoEllen Lyons Dillon | For | For | Management |
| 1.6 | | Elect Director Neil Dimick | For | For | Management |
| 1.7 | | Elect Director Melina Higgins | For | For | Management |
| 1.8 | | Elect Director Douglas J. Leech | For | For | Management |
| 1.9 | | Elect Director Rajiv Malik | For | For | Management |
| 1.10 | | Elect Director Joseph C. Maroon | For | For | Management |
| 1.11 | | Elect Director Mark W. Parrish | For | For | Management |
| 1.12 | | Elect Director Rodney L. Piatt | For | For | Management |
| 1.13 | | Elect Director Randall L. 'Pete' Vanderveen | For | For | Management |
| 2 | | Ratify Auditors | For | For | Management |
| 3 | | Advisory Vote to Ratify Named Executive Officers' Compensation | For | Against | Management |
| 4 | | Require Independent Board Chairman | Against | For | Shareholder |
| Ticker: NCMI | Security ID: 635309107 |
| Meeting Date: APR 30, 2014 | Meeting Type: Annual |
| Record Date: MAR 11, 2014 | |
| # | | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1.1 | | Elect Director Kurt C. Hall | For | For | Management |
| 1.2 | | Elect Director Lawrence A. Goodman | For | For | Management |
| 1.3 | | Elect Director Scott N. Schneider | For | For | Management |
| 2 | | Advisory Vote to Ratify Named Executive Officers' Compensation | For | For | Management |
| 3 | | Ratify Auditors | For | For | Management |
| Ticker: NCR | Security ID: 62886E108 |
| Meeting Date: APR 23, 2014 | Meeting Type: Annual |
| Record Date: FEB 11, 2014 | |
| # | | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1.1 | | Elect Director Richard L. Clemmer | For | For | Management |
| 1.2 | | Elect Director Kurt P. Kuehn | For | For | Management |
| 2 | | Ratify Auditors | For | For | Management |
| 3 | | Advisory Vote to Ratify Named Executive Officers' Compensation | For | For | Management |
| 4 | | Declassify the Board of Directors | For | For | Management |
| Ticker: NLSN | Security ID: N63218106 |
| Meeting Date: MAY 06, 2014 | Meeting Type: Annual |
| Record Date: APR 08, 2014 | |
| # | | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1 | | Adopt Financial Statements and Statutory Reports | For | For | Management |
| 2 | | Approve Discharge of Board of Directors | For | For | Management |
| 3a | | Elect Director James A. Attwood, Jr. | For | For | Management |
| 3b | | Elect Director David L. Calhoun | For | For | Management |
| 3c | | Elect Director Karen M. Hoguet | For | For | Management |
| 3d | | Elect Director James M. Kilts | For | For | Management |
| 3e | | Elect Director Alexander Navab | For | Against | Management |
| 3f | | Elect Director Robert Pozen | For | For | Management |
| 3g | | Elect Director Vivek Ranadive | For | For | Management |
| 3h | | Elect Director Ganesh Rao | For | Against | Management |
| 3i | | Elect Director Javier G. Teruel | For | For | Management |
| 4 | | Ratify Ernst & Young LLPas Auditors | For | For | Management |
| 5 | | Appoint Ernst and Young Accountants LLP to Audit the Dutch Statutory Annual Accounts | For | For | Management |
| 6 | | Approve Executive Incentive Bonus Plan | For | Against | Management |
| 7 | | Authorize Repurchase of Up to 10 Percent of Issued Share Capital | For | For | Management |
| 8 | | Change Company Name | For | For | Management |
| 9 | | Advisory Vote to Approve Remuneration of Executives | For | Against | Management |
| Ticker: NXPI | Security ID: N6596X109 |
| Meeting Date: MAY 20, 2014 | Meeting Type: Annual |
| Record Date: APR 22, 2014 | |
| # | | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1 | | Open Meeting | None | None | Management |
| 2a | | Discuss Remuneration Report | None | None | Management |
| 2b | | Receive Explanation on Company's Reserves and Dividend Policy | None | None | Management |
| 2c | | Adopt Financial Statements | For | For | Management |
| 2d | | Approve Discharge of Board of DirectorsFor | For | Management | |
| 3a | | Reelect R.L. Clemmer as Executive Director | For | For | Management |
| 3b | | Reelect P. Bonfield as Non-Executive Director | For | For | Management |
| 3c | | Reelect J.P. Huth as Non-Executive Director | For | Against | Management |
| 3d | | Reelect K.A. Goldman as Non-Executive Director | For | For | Management |
| 3e | | Reelect M. Helmes as Non-Executive Director | For | For | Management |
| 3f | | Reelect J. Kaeser as as Non-Executive Director | For | For | Management |
| 3g | | Reelect I. Loring as as Non-Executive Director | For | For | Management |
| 3h | | Reelect E. Meurice as Non-Executive Director | For | For | Management |
| 3i | | Reelect J. Southern as Non-Executive Director | For | For | Management |
| 3j | | Elect R. Tsai as as Non-Executive Director | For | For | Management |
| 4 | | Authorize Repurchase of Shares | For | For | Management |
| 5 | | Approve Cancellation of Repurchased Shares | For | For | Management |
| 6 | | Other Business (Non-Voting) | None | None | Management |
| Ticker: OAS | Security ID: 674215108 |
| Meeting Date: MAY 01, 2014 | Meeting Type: Annual |
| Record Date: MAR 03, 2014 | |
| # | | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1.1 | | Elect Director Ted Collins, Jr. | For | For | Management |
| 1.2 | | Elect Director Douglas E. Swanson, Jr. | For | For | Management |
| 2 | | Ratify Auditors | For | For | Management |
| 3 | | Amend Omnibus Stock Plan | For | For | Management |
| 4 | | Amend Executive Incentive Bonus Plan | For | For | Management |
PINNACLE ENTERTAINMENT, INC.
| Ticker: PNK | Security ID: 723456109 |
| Meeting Date: MAY 20, 2014 | Meeting Type: Annual |
| Record Date: MAR 27, 2014 | |
| # | | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1a | | Elect Director Stephen C. Comer | For | For | Management |
| 1b | | Elect Director Richard J. Goeglein | For | For | Management |
| 1c | | Elect Director Bruce A. Leslie | For | For | Management |
| 1d | | Elect Director James L. Martineau | For | For | Management |
| 1e | | Elect Director Desiree Rogers | For | For | Management |
| 1f | | Elect Director Anthony M. Sanfilippo | For | For | Management |
| 1g | | Elect Director Jaynie M. Studenmund | For | For | Management |
| 2 | | Advisory Vote to Ratify Named Executive Officers' Compensation | For | For | Management |
| 3 | | Ratify Auditors | For | For | Management |
| Ticker: PF | Security ID: 72348P104 |
| Meeting Date: JUN 10, 2014 | Meeting Type: Annual |
| Record Date: APR 14, 2014 | |
| # | | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1.1 | | Elect Director Jane Nielsen | For | For | Management |
| 1.2 | | Elect Director Jeff Overly | For | Withhold | Management |
| 1.3 | | Elect Director Raymond P. Silcock | For | For | Management |
| 2 | | Ratify Auditors | For | For | Management |
| 3 | | Advisory Vote to Ratify Named Executive Officers' Compensation | For | For | Management |
| 4 | | Advisory Vote on Say on Pay Frequency | One Year | One Year | Management |
| Ticker: PVH | Security ID: 693656100 |
| Meeting Date: JUN 19, 2014 | Meeting Type: Annual |
| Record Date: APR 22, 2014 | |
| # | | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1.1 | | Elect Director Mary Baglivo | For | For | Management |
| 1.2 | | Elect Director Brent Callinicos | For | For | Management |
| 1.3 | | Elect Director Emanuel Chirico | For | For | Management |
| 1.4 | | Elect Director Juan R. Figuereo | For | For | Management |
| 1.5 | | Elect Director Joseph B. Fuller | For | For | Management |
| 1.6 | | Elect Director Fred Gehring | For | For | Management |
| 1.7 | | Elect Director Bruce Maggin | For | For | Management |
| 1.8 | | Elect Director V. James Marino | For | For | Management |
| 1.9 | | Elect Director Henry Nasella | For | For | Management |
| 1.10 | | Elect Director Rita M. Rodriguez | For | For | Management |
| 1.11 | | Elect Director Edward R. Rosenfeld | For | For | Management |
| 1.12 | | Elect Director Craig Rydin | For | For | Management |
| 2 | | Advisory Vote to Ratify Named Executive Officers' Compensation | For | For | Management |
| 3 | | Ratify Auditors | For | For | Management |
REGAL ENTERTAINMENT GROUP
| Ticker: RGC | Security ID: 758766109 |
| Meeting Date: MAY 07, 2014 | Meeting Type: Annual |
| Record Date: MAR 12, 2014 | |
| # | | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1.1 | | Elect Director Stephen A. Kaplan | For | For | Management |
| 1.2 | | Elect Director Jack Tyrrell | For | For | Management |
| 1.3 | | Elect Director Nestor R. Weigand Jr. | For | For | Management |
| 2 | | Advisory Vote to Ratify Named Executive Officers' Compensation | For | For | Management |
| 3 | | Ratify Auditors | For | For | Management |
RYMAN HOSPITALITY PROPERTIES, INC.
| Ticker: RHP | Security ID: 78377T107 |
| Meeting Date: MAY 08, 2014 | Meeting Type: Annual |
| Record Date: MAR 19, 2014 | |
| # | | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1.1 | | Elect Director Michael J. Bender | For | For | Management |
| 1.2 | | Elect Director E. K. Gaylord, II | For | For | Management |
| 1.3 | | Elect Director D. Ralph Horn | For | For | Management |
| 1.4 | | Elect Director Ellen Levine | For | For | Management |
| 1.5 | | Elect Director Robert S. Prather, Jr. | For | For | Management |
| 1.6 | | Elect Director Colin V. Reed | For | For | Management |
| 1.7 | | Elect Director Michael D. Rose | For | For | Management |
| 1.8 | | Elect Director Michael I. Roth | For | For | Management |
| 2 | | Advisory Vote to Ratify Named Executive Officers' Compensation | For | For | Management |
| 3 | | Ratify Auditors | For | For | Management |
| Ticker: SEE | Security ID: 81211K100 |
| Meeting Date: MAY 22, 2014 | Meeting Type: Annual |
| Record Date: MAR 24, 2014 | |
| # | | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1 | | Elect Director Hank Brown | For | For | Management |
| 2 | | Elect Director Michael Chu | For | For | Management |
| 3 | | Elect Director Lawrence R. Codey | For | For | Management |
| 4 | | Elect Director Patrick Duff | For | For | Management |
| 5 | | Elect Director Jacqueline B. Kosecoff | For | For | Management |
| 6 | | Elect Director Kenneth P. Manning | For | For | Management |
| 7 | | Elect Director William J. Marino | For | For | Management |
| 8 | | Elect Director Jerome A. Peribere | For | For | Management |
| 9 | | Elect Director Richard L. Wambold | For | For | Management |
| 10 | | Elect Director Jerry R. Whitaker | For | For | Management |
| 11 | | Approve Omnibus Stock Plan | For | For | Management |
| 12 | | Advisory Vote to Ratify Named Executive Officers' Compensation | For | For | Management |
| 13 | | Ratify Auditors | For | For | Management |
SENSATA TECHNOLOGIES HOLDING N.V.
| Ticker: ST | Security ID: N7902X106 |
| Meeting Date: MAY 22, 2014 | Meeting Type: Annual |
| Record Date: APR 24, 2014 | |
| # | | 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 Michael J. Jacobson as Director | For | For | Management |
| 1.6 | | Elect John Lewis 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 Stephen Zide as Director | For | For | Management |
| 1.10 | | Elect Andrew Teich as Director | For | For | Management |
| 1.11 | | Elect James Heppelmann as Director | For | For | Management |
| 2 | | Ratify Ernst & Young LLP as Auditors | For | For | Management |
| 3 | | Approve Financial Statements and Statutory Reports For Fiscal Year 2013 | For | For | Management |
| 4 | | Approve Discharge of Board | For | For | Management |
| 5 | | Approve Remuneration of Supervisory Board | For | For | Management |
| 6 | | Grant Board Authority to Repurchase Shares | For | For | Management |
| 7 | | Advisory Vote to Ratify Named Executive Officers' Compensation | For | Against | Management |
| 8 | | Advisory Vote on Say on Pay Frequency | One Year | One Year | Management |
SERVICE CORPORATION INTERNATIONAL
| Ticker: SCI | Security ID: 817565104 |
| Meeting Date: MAY 14, 2014 | Meeting Type: Annual |
| Record Date: MAR 17, 2014 | |
| # | | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1.1 | | Elect Director Thomas L. Ryan | For | For | Management |
| 1.2 | | Elect Director Malcolm Gillis | For | For | Management |
| 1.3 | | Elect Director Clifton H. Morris, Jr. | For | For | Management |
| 1.4 | | Elect Director W. Blair Waltrip | For | For | Management |
| 2 | | Ratify Auditors | For | For | Management |
| 3 | | Advisory Vote to Ratify Named Executive Officers' Compensation | For | For | Management |
| 4 | | Declassify the Board of Directors | Against | For | Shareholder |
| Ticker: SLGN | Security ID: 827048109 |
| Meeting Date: MAY 27, 2014 | Meeting Type: Annual |
| Record Date: APR 10, 2014 | |
| # | | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1.1 | | Elect Director D. Greg Horrigan | For | Withhold | Management |
| 1.2 | | Elect Director John W. Alden | For | For | Management |
| 2 | | Amend Omnibus Stock Plan | For | For | Management |
| 3 | | Ratify Auditors | For | For | Management |
| 4 | | Advisory Vote to Ratify Named Executive Officers' Compensation | For | For | Management |
| Ticker: SM | Security ID: 78454L100 |
| Meeting Date: MAY 20, 2014 | Meeting Type: Annual |
| Record Date: MAR 21, 2014 | |
| # | | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1.1 | | Elect Director Anthony J. Best | For | For | Management |
| 1.2 | | Elect Director Larry W. Bickle | For | For | Management |
| 1.3 | | Elect Director Stephen R. Brand | For | For | Management |
| 1.4 | | Elect Director William J. Gardiner | For | For | Management |
| 1.5 | | Elect Director Loren M. Leiker | For | For | Management |
| 1.6 | | Elect Director Julio M. Quintana | For | For | Management |
| 1.7 | | Elect Director John M. Seidl | For | For | Management |
| 1.8 | | Elect Director William D. Sullivan | For | For | Management |
| 2 | | Ratify Auditors | For | For | Management |
| 3 | | Advisory Vote to Ratify Named Executive Officers' Compensation | For | For | Management |
| Ticker: SPW | Security ID: 784635104 |
| Meeting Date: MAY 07, 2014 | Meeting Type: Annual |
| Record Date: MAR 14, 2014 | |
| # | | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1.1 | | Elect Director Patrick D. Campbell | For | For | Management |
| 1.2 | | Elect Director Emerson U. Fullwood | For | For | Management |
| 1.3 | | Elect Director Michael J. Mancuso | For | For | Management |
| 2 | | Advisory Vote to Ratify Named Executive Officers' Compensation | For | For | Management |
| 3 | | Declassify the Board of Directors | For | For | Management |
| 4 | | Ratify Auditors | For | For | Management |
STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
| Ticker: HOT | Security ID: 85590A401 |
| Meeting Date: MAY 01, 2014 | Meeting Type: Annual |
| Record Date: MAR 06, 2014 | |
| # | | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1a | | Elect Director Frits van Paasschen | For | For | Management |
| 1b | | Elect Director Bruce W. Duncan | For | For | Management |
| 1c | | Elect Director Adam M. Aron | For | For | Management |
| 1d | | Elect Director Charlene Barshefsky | For | For | Management |
| 1e | | Elect Director Thomas E. Clarke | For | For | Management |
| 1f | | Elect Director Clayton C. Daley, Jr. | For | For | Management |
| 1g | | Elect Director Lizanne Galbreath | For | For | Management |
| 1h | | Elect Director Eric Hippeau | For | For | Management |
| 1i | | Elect Director Aylwin B. Lewis | For | For | Management |
| 1j | | Elect Director Stephen R. Quazzo | For | For | Management |
| 1k | | Elect Director Thomas O. Ryder | For | For | Management |
| 2 | | Advisory Vote to Ratify Named Executive Officers' Compensation | For | For | Management |
| 3 | | Ratify Auditors | For | For | Management |
| Ticker: STRZA | Security ID: 85571Q102 |
| Meeting Date: JUN 05, 2014 | Meeting Type: Annual |
| Record Date: APR 10, 2014 | |
| # | | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1.1 | | Elect Director Christopher P. Albrecht | For | For | Management |
| 1.2 | | Elect Director Daniel E. Sanchez | For | For | Management |
| 1.3 | | Elect Director Robert S. Wiesenthal | For | For | Management |
| 2 | | Ratify Auditors | For | For | Management |
STEWART ENTERPRISES, INC.
| Ticker: STEI | Security ID: 860370105 |
| Meeting Date: AUG 13, 2013 | Meeting Type: Special |
| Record Date: JUL 08, 2013 | |
| # | | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1 | | Approve Merger Agreement | For | For | Management |
| 2 | | Advisory Vote on Golden Parachutes | For | For | Management |
| 3 | | Adjourn Meeting | For | For | Management |
SUPERIOR ENERGY SERVICES, INC.
| Ticker: SPN | Security ID: 868157108 |
| Meeting Date: MAY 14, 2014 | Meeting Type: Annual |
| Record Date: MAR 31, 2014 | |
| # | | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1.1 | | Elect Director Harold J. Bouillion | For | For | Management |
| 1.2 | | Elect Director Enoch L. Dawkins | For | For | Management |
| 1.3 | | Elect Director David D. Dunlap | For | For | Management |
| 1.4 | | Elect Director James M. Funk | For | For | Management |
| 1.5 | | Elect Director Terence E. Hall | For | For | Management |
| 1.6 | | Elect Director Peter D. Kinnear | For | For | Management |
| 1.7 | | Elect Director Michael M. McShane | For | For | Management |
| 1.8 | | Elect Director W. Matt Ralls | For | For | Management |
| 1.9 | | Elect Director Justin L. Sullivan | For | For | Management |
| 2 | | Advisory Vote to Ratify Named Executive Officers' Compensation | For | For | Management |
| 3 | | Ratify Auditors | For | For | Management |
| 4 | | Report on Human Rights Risk Assessment Process | Against | For | Shareholder |
| Ticker: TFX | Security ID: 879369106 |
| Meeting Date: MAY 02, 2014 | Meeting Type: Annual |
| Record Date: MAR 03, 2014 | |
| # | | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1a | | Elect Director George Babich, Jr. | For | For | Management |
| 1b | | Elect Director William R. Cook | For | For | Management |
| 1c | | Elect Director Stephen K. Klasko | For | For | Management |
| 1d | | Elect Director Benson F. Smith | For | For | Management |
| 2 | | Approve Omnibus Stock Plan | For | For | Management |
| 3 | | Advisory Vote to Ratify Named Executive Officers' Compensation | For | For | Management |
| 4 | | Ratify Auditors | For | For | Management |
THE COOPER COMPANIES, INC.
| Ticker: COO | Security ID: 216648402 |
| Meeting Date: MAR 17, 2014 | Meeting Type: Annual |
| Record Date: JAN 21, 2014 | |
| # | | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1.1 | | Elect Director A. Thomas Bender | For | For | Management |
| 1.2 | | Elect Director Michael H. Kalkstein | For | For | Management |
| 1.3 | | Elect Director Jody S. Lindell | For | For | Management |
| 1.4 | | Elect Director Gary S. Petersmeyer | For | For | Management |
| 1.5 | | Elect Director Steven Rosenberg | For | For | Management |
| 1.6 | | Elect Director Allan E. Rubenstein | For | For | Management |
| 1.7 | | Elect Director Robert S. Weiss | For | For | Management |
| 1.8 | | Elect Director Stanley Zinberg | For | For | Management |
| 2 | | Ratify Auditors | For | For | Management |
| 3 | | Advisory Vote to Ratify Named Executive Officers' Compensation | For | For | Management |
| Ticker: GEO | Security ID: 36159R103 |
| Meeting Date: MAY 02, 2014 | Meeting Type: Annual |
| Record Date: MAR 10, 2014 | |
| # | | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1.1 | | Elect Director Clarence E. Anthony | For | For | Management |
| 1.2 | | Elect Director Norman A. Carlson | For | For | Management |
| 1.3 | | Elect Director Anne N.Foreman | For | For | Management |
| 1.4 | | Elect Director Richard H. Glanton | For | For | Management |
| 1.5 | | Elect Director Christopher C. Wheeler | For | For | Management |
| 1.6 | | Elect Director George C. Zoley | For | For | Management |
| 2 | | Ratify Auditors | For | For | Management |
| 3 | | Advisory Vote to Ratify Named Executive Officers' Compensation | For | For | Management |
| 4 | | Approve Omnibus Stock Plan | For | For | Management |
| 5 | | Other Business | For | Against | Management |
| Ticker: GEO | Security ID: 36159R103 |
| Meeting Date: MAY 02, 2014 | Meeting Type: Special |
| Record Date: MAR 10, 2014 | |
| # | | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1 | | Increase Authorized Common Stock | For | For | Management |
| 2 | | Adjourn Meeting | For | For | Management |
| Ticker: THS | Security ID: 89469A104 |
| Meeting Date: APR 24, 2014 | Meeting Type: Annual |
| Record Date: FEB 28, 2014 | |
| # | | Proposal | Mgt Rec | Vote Cast | Sponsor | |
| 1.1 | | Elect Director | Dennis F. O'Brien | For | For | Management |
| 1.2 | | Elect Director Sam K. Reed | For | For | Management | |
| 1.3 | | Elect Director Ann M. Sardini | For | For | Management | |
| 2 | | Ratify Auditors | For | For | Management | |
| 3 | | Advisory Vote to Ratify Named Executive Officers' Compensation | For | For | Management | |
| | |
| Ticker: TWTC | Security ID: 87311L104 |
| Meeting Date: JUN 05, 2014 | Meeting Type: Annual |
| Record Date: APR 07, 2014 | |
| # | | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1.1 | | Elect Director Gregory J. Attorri | For | For | Management |
| 1.2 | | Elect Director Irene M. Esteves | For | For | Management |
| 1.3 | | Elect Director Spencer B. Hays | For | For | Management |
| 1.4 | | Elect Director Larissa L. Herda | For | For | Management |
| 1.5 | | Elect Director Kevin W. Mooney | For | For | Management |
| 1.6 | | Elect Director Kirby G. Pickle | For | For | Management |
| 1.7 | | Elect Director Roscoe C. Young, II | For | For | Management |
| 2 | | Ratify Auditors | For | For | Management |
| 3 | | Advisory Vote to Ratify Named Executive Officers' Compensation | For | For | Management |
| 4 | | Amend Omnibus Stock Plan | For | For | Management |
| 5 | | Require Independent Board Chairman | Against | Against | Shareholder |
TWENTY-FIRST CENTURY FOX, INC.
| Ticker: FOX | Security ID: 90130A200 |
| Meeting Date: MAR 21, 2014 | Meeting Type: Special |
| Record Date: JAN 23, 2014 | |
| # | | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1 | | Approve Delisting of Shares from Stock Exchange | For | Did Not Vote Management | |
| 2 | | Please vote For if Stock is Owned of Record or Beneficially by a U.S. Stockholder, Or vote AGAINST if Such Stock is Owned of Record or Beneficially by a Non-U.S. Stockholder | None | Did Not Vote Management | |
UNITED RENTALS, INC.
| Ticker: URI | Security ID: 911363109 |
| Meeting Date: MAY 07, 2014 | Meeting Type: Annual |
| Record Date: MAR 10, 2014 | |
| # | | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1.1 | | Elect Director Jenne K. Britell | For | For | Management |
| 1.2 | | Elect Director Jose B. Alvarez | For | For | Management |
| 1.3 | | Elect Director Bobby J. Griffin | For | For | Management |
| 1.4 | | Elect Director Michael J. Kneeland | For | For | Management |
| 1.5 | | Elect Director Pierre E. Leroy | For | For | Management |
| 1.6 | | Elect Director Singleton B. McAllister | For | For | Management |
| 1.7 | | Elect Director Brian D. McAuley | For | For | Management |
| 1.8 | | Elect Director John S. McKinney | For | For | Management |
| 1.9 | | Elect Director James H. Ozanne | For | For | Management |
| 1.10 | | Elect Director Jason D. Papastavrou | For | For | Management |
| 1.11 | | Elect Director Filippo Passerini | For | For | Management |
| 1.12 | | Elect Director Donald C. Roof | For | For | Management |
| 1.13 | | Elect Director Keith Wimbush | For | For | Management |
| 2 | | Approve Executive Incentive Bonus Plan | For | For | Management |
| 3 | | Amend Omnibus Stock Plan | For | For | Management |
| 4 | | Amend Omnibus Stock Plan | For | For | Management |
| 5 | | Ratify Auditors | For | For | Management |
| 6 | | Advisory Vote to Ratify Named Executive Officers' Compensation | For | For | Management |
VALEANT PHARMACEUTICALS INTERNATIONAL, INC.
| Ticker: VRX | Security ID: 91911K102 |
| Meeting Date: MAY 20, 2014 | Meeting Type: Annual |
| Record Date: APR 08, 2014 | |
| # | | 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 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 |
| 2 | | Advisory Vote to Ratify Named Executive Officers' Compensation | For | For | Management |
| 3 | | Approve PricewaterhouseCoopers LLP as Auditors and Authorize Board to Fix Their Remuneration | For | For | Management |
| 4 | | Approve Omnibus Stock Plan | For | For | Management |
VERIZON COMMUNICATIONS INC.
| Ticker: VZ | Security ID: 92343V104 |
| Meeting Date: JAN 28, 2014 | Meeting Type: Special |
| Record Date: DEC 09, 2013 | |
| # | | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1 | | Issue Shares in Connection with Acquisition | For | For | Management |
| 2 | | Increase Authorized Common Stock | For | For | Management |
| 3 | | Adjourn Meeting | For | For | Management |
VERIZON COMMUNICATIONS INC.
| Ticker: VZ | Security ID: 92343V104 |
| Meeting Date: MAY 01, 2014 | Meeting Type: Annual |
| Record Date: MAR 03, 2014 | |
| # | | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1.1 | | Elect Director Shellye L. Archambeau | For | For | Management |
| 1.2 | | Elect Director Richard L. Carrion | For | For | Management |
| 1.3 | | Elect Director Melanie L. Healey | For | For | Management |
| 1.4 | | Elect Director M. Frances Keeth | For | For | Management |
| 1.5 | | Elect Director Robert W. Lane | For | For | Management |
| 1.6 | | Elect Director Lowell C. McAdam | For | For | Management |
| 1.7 | | Elect Director Donald T. Nicolaisen | For | For | Management |
| 1.8 | | Elect Director Clarence Otis, Jr. | For | For | Management |
| 1.9 | | Elect Director Rodney E. Slater | For | For | Management |
| 1.10 | | Elect Director Kathryn A. Tesija | For | For | Management |
| 1.11 | | Elect Director Gregory D. Wasson | For | For | Management |
| 2 | | Ratify Auditors | For | For | Management |
| 3 | | Advisory Vote to Ratify Named Executive Officers' Compensation | For | For | Management |
| 4 | | Provide Proxy Access Right | For | For | Management |
| 5 | | Report on Net Neutrality | Against | For | Shareholder |
| 6 | | Report on Lobbying Payments and Policy | Against | For | Shareholder |
| 7 | | Submit Severance Agreement (Change-in-Control) to Shareholder Vote | Against | For | Shareholder |
| 8 | | Amend Articles/Bylaws/Charter -- Call Special Meetings | Against | For | Shareholder |
| 9 | | Provide Right to Act by Written Consent Against | For | Shareholder | |
| 10 | | Approve Proxy Voting Authority | Against | Against | Shareholder |
| Ticker: VSAT | Security ID: 92552V100 |
| Meeting Date: SEP 18, 2013 | Meeting Type: Annual |
| Record Date: JUL 22, 2013 | |
| # | | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1.1 | | Elect Director Robert Bowman | For | For | Management |
| 1.2 | | Elect Director B. Allen Lay | For | For | Management |
| 1.3 | | Elect Director Jeffrey Nash | For | For | Management |
| 2 | | Ratify Auditors | For | For | Management |
| 3 | | Advisory Vote to Ratify Named Executive Officers' Compensation | For | For | Management |
| 4 | | Amend Qualified Employee Stock Purchase Plan | For | For | Management |
WHITING PETROLEUM CORPORATION
| Ticker: WLL | Security ID: 966387102 |
| Meeting Date: MAY 06, 2014 | Meeting Type: Annual |
| Record Date: MAR 11, 2014 | |
| # | | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1.1 | | Elect Director D. Sherwin Artus | For | For | Management |
| 1.2 | | Elect Director Philip E. Doty | For | For | Management |
| 2 | | Advisory Vote to Ratify Named Executive Officers' Compensation | For | Against | Management |
| 3 | | Ratify Auditors | For | For | Management |
WOLVERINE WORLD WIDE, INC.
| Ticker: WWW | Security ID: 978097103 |
| Meeting Date: APR 23, 2014 | Meeting Type: Annual |
| Record Date: MAR 03, 2014 | |
| # | | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1.1 | | Elect Director William K. Gerber | For | For | Management |
| 1.2 | | Elect Director Blake W. Krueger | For | For | Management |
| 1.3 | | Elect Director Nicholas T. Long | For | For | Management |
| 1.4 | | Elect Director Michael A. Volkema | For | For | Management |
| 2 | | Increase Authorized Common Stock | For | For | Management |
| 3 | | Ratify Auditors | For | For | Management |
| 4 | | Advisory Vote to Ratify Named Executive Officers' Compensation | 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.
AQUILA FUNDS TRUST
/s/ Diana P. Herrmann
Diana P. Herrmann
Vice Chair, Trustee and President
July 22, 2014
/s/ Joseph P. DiMaggio
Joseph P. DiMaggio
Chief Financial Officer and Treasurer
July 22, 2014
