UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD
OF
REGISTERED MANAGEMENT INVESTMENT COMPANIES
INVESTMENT COMPANY ACT FILE NUMBER: 811-3916
NAME OF REGISTRANT: VANGUARD SPECIALIZED FUNDS
ADDRESS OF REGISTRANT: PO BOX 2600, VALLEY FORGE, PA 19482
NAME AND ADDRESS OF AGENT FOR SERVICE: HEIDI STAM
PO BOX 876
VALLEY FORGE, PA 19482
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (610) 669-1000
DATE OF FISCAL YEAR END: JANUARY 31
DATE OF REPORTING PERIOD: JULY 1, 2008 - JUNE 30, 2009
FUND: VANGUARD HEALTH CARE FUND
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ISSUER: ABBOTT LABORATORIES
TICKER: ABT CUSIP: 002824100
MEETING DATE: 4/24/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: R.J. ALPERN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R.S. AUSTIN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: W.M. DALEY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: W.J. FARRELL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: H.L. FULLER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: W.A. OSBORN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: D.A.L. OWEN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: W.A. REYNOLDS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R.S. ROBERTS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: S.C. SCOTT III ISSUER YES FOR FOR
ELECTION OF DIRECTOR: W.D. SMITHBURG ISSUER YES FOR FOR
ELECTION OF DIRECTOR: G.F. TILTON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: M.D. WHITE ISSUER YES FOR FOR
PROPOSAL #02: APPROVAL OF THE ABBOTT LABORATORIES ISSUER YES FOR FOR
2009 INCENTIVE STOCK PROGRAM
PROPOSAL #03: APPROVAL OF THE ABBOTT LABORATORIES ISSUER YES FOR FOR
2009 EMPLOYEE STOCK PURCHASE PLAN FOR NON-U.S.
PROPOSAL #04: RATIFICATION OF DELOITTE & TOUCHE LLP ISSUER YES FOR FOR
AS AUDITORS
PROPOSAL #05: SHAREHOLDER PROPOSAL - ANIMAL TESTING SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #06: SHAREHOLDER PROPOSAL - HEALTH CARE SHAREHOLDER YES ABSTAIN AGAINST
PRINCIPLES
PROPOSAL #07: SHAREHOLDER PROPOSAL - ADVISORY VOTE SHAREHOLDER YES AGAINST FOR
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ISSUER: AETNA INC.
TICKER: AET CUSIP: 00817Y108
MEETING DATE: 5/29/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: ELECTION OF DIRECTOR: FRANK M. CLARK ISSUER YES FOR FOR
PROPOSAL #1B: ELECTION OF DIRECTOR: BETSY Z. COHEN ISSUER YES FOR FOR
PROPOSAL #1C: ELECTION OF DIRECTOR: MOLLY J. COYE, ISSUER YES FOR FOR
M.D.
PROPOSAL #1D: ELECTION OF DIRECTOR: ROGER N. FARAH ISSUER YES FOR FOR
PROPOSAL #1E: ELECTION OF DIRECTOR: BARBARA HACKMAN ISSUER YES FOR FOR
FRANKLIN
PROPOSAL #1F: ELECTION OF DIRECTOR: JEFFREY E. GARTEN ISSUER YES FOR FOR
PROPOSAL #1G: ELECTION OF DIRECTOR: EARL G. GRAVES ISSUER YES FOR FOR
PROPOSAL #1H: ELECTION OF DIRECTOR: GERALD GREENWALD ISSUER YES FOR FOR
PROPOSAL #1I: ELECTION OF DIRECTOR: ELLEN M. HANCOCK ISSUER YES FOR FOR
PROPOSAL #1J: ELECTION OF DIRECTOR: RICHARD J. ISSUER YES FOR FOR
HARRINGTON
PROPOSAL #1K: ELECTION OF DIRECTOR: EDWARD J. LUDWIG ISSUER YES FOR FOR
PROPOSAL #1L: ELECTION OF DIRECTOR: JOSEPH P. NEWHOUSE ISSUER YES FOR FOR
PROPOSAL #1M: ELECTION OF DIRECTOR: RONALD A. WILLIAMS ISSUER YES FOR FOR
PROPOSAL #02: APPROVAL OF INDEPENDENT REGISTERED ISSUER YES FOR FOR
PUBLIC ACCOUNTING FIRM.
PROPOSAL #03: SHAREHOLDER PROPOSAL ON CUMULATIVE SHAREHOLDER YES AGAINST FOR
VOTING.
PROPOSAL #04: SHAREHOLDER PROPOSAL ON NOMINATING A SHAREHOLDER YES AGAINST FOR
RETIRED AETNA EXECUTIVE TO THE BOARD.
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ISSUER: ALLERGAN, INC.
TICKER: AGN CUSIP: 018490102
MEETING DATE: 4/30/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: ELECTION OF DIRECTOR: HERBERT W. BOYER, ISSUER YES FOR FOR
PH.D.
PROPOSAL #1B: ELECTION OF DIRECTOR: ROBERT A. INGRAM ISSUER YES FOR FOR
PROPOSAL #1C: ELECTION OF DIRECTOR: DAVID E.I. PYOTT ISSUER YES FOR FOR
PROPOSAL #1D: ELECTION OF DIRECTOR: RUSSELL T. RAY ISSUER YES FOR FOR
PROPOSAL #02: TO RATIFY THE APPOINTMENT OF ERNST & ISSUER YES FOR FOR
YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR FISCAL YEAR 2009.
PROPOSAL #03: TO APPROVE A STOCKHOLDER PROPOSAL SHAREHOLDER YES ABSTAIN AGAINST
REGARDING ADDITIONAL ANIMAL TESTING DISCLOSURE.
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ISSUER: AMGEN INC.
TICKER: AMGN CUSIP: 031162100
MEETING DATE: 5/6/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: ELECTION OF DIRECTOR: DR. DAVID ISSUER YES FOR FOR
BALTIMORE
PROPOSAL #1B: ELECTION OF DIRECTOR: MR. FRANK J. ISSUER YES FOR FOR
BIONDI, JR.
PROPOSAL #1C: ELECTION OF DIRECTOR: MR. FRANCOIS DE ISSUER YES FOR FOR
CARBONNEL
PROPOSAL #1D: ELECTION OF DIRECTOR: MR. JERRY D. ISSUER YES FOR FOR
CHOATE
PROPOSAL #1E: ELECTION OF DIRECTOR: DR. VANCE D. ISSUER YES FOR FOR
COFFMAN
PROPOSAL #1F: ELECTION OF DIRECTOR: MR. FREDERICK W. ISSUER YES FOR FOR
GLUCK
PROPOSAL #1G: ELECTION OF DIRECTOR: MR. FRANK C. ISSUER YES FOR FOR
HERRINGER
PROPOSAL #1H: ELECTION OF DIRECTOR: DR. GILBERT S. ISSUER YES FOR FOR
OMENN
PROPOSAL #1I: ELECTION OF DIRECTOR: MS. JUDITH C. ISSUER YES FOR FOR
PELHAM
PROPOSAL #1J: ELECTION OF DIRECTOR: ADM. J. PAUL ISSUER YES FOR FOR
REASON, USN (RETIRED)
PROPOSAL #1K: ELECTION OF DIRECTOR: MR. LEONARD D. ISSUER YES FOR FOR
SCHAEFFER
PROPOSAL #1L: ELECTION OF DIRECTOR: MR. KEVIN W. ISSUER YES FOR FOR
SHARER
PROPOSAL #02: TO RATIFY THE SELECTION OF ERNST & ISSUER YES FOR FOR
YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTANTS FOR THE YEAR ENDING DECEMBER 31, 2009.
PROPOSAL #03: TO APPROVE THE PROPOSED 2009 EQUITY ISSUER YES FOR FOR
INCENTIVE PLAN, WHICH AUTHORIZES THE ISSUANCE OF
100,000,000 SHARES.
PROPOSAL #04: TO APPROVE THE PROPOSED AMENDMENT TO ISSUER YES FOR FOR
OUR RESTATED CERTIFICATE OF INCORPORATION, AS
AMENDED, WHICH REDUCES THE SIXTY-SIX AND TWO-THIRDS
PERCENT (66-2/3%) VOTING REQUIREMENT TO A SIMPLE
MAJORITY VOTING REQUIREMENT FOR APPROVAL OF CERTAIN
BUSINESS COMBINATIONS.
PROPOSAL #5A: STOCKHOLDER PROPOSAL #1 (AMEND OUR SHAREHOLDER YES AGAINST FOR
BYLAWS TO PERMIT 10 PERCENT OF OUR OUTSTANDING COMMON
STOCK THE ABILITY TO CALL SPECIAL MEETINGS.)
PROPOSAL #5B: STOCKHOLDER PROPOSAL #2 (CHANGE OUR SHAREHOLDER YES AGAINST FOR
JURISDICTION OF INCORPORATION FROM DELAWARE TO NORTH
DAKOTA.)
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ISSUER: AMYLIN PHARMACEUTICALS, INC.
TICKER: AMLN CUSIP: 032346108
MEETING DATE: 5/27/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: ADRIAN ADAMS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: STEVEN R. ALTMAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: TERESA BECK ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DANIEL M. BRADBURY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: PAUL N. CLARK ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOSEPH C. COOK, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: PAULO F. COSTA ISSUER YES FOR FOR
ELECTION OF DIRECTOR: KARIN EASTHAM ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAMES R. GAVIN III ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAY S. SKYLER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOSEPH P. SULLIVAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAMES N. WILSON ISSUER YES FOR FOR
PROPOSAL #02: TO APPROVE THE COMPANY'S 2009 EQUITY ISSUER YES FOR FOR
INCENTIVE PLAN.
PROPOSAL #03: TO APPROVE AN INCREASE OF 1,500,000 ISSUER YES FOR FOR
SHARES IN THE AGGREGATE NUMBER OF SHARES OF THE
COMPANY'S COMMON STOCK AUTHORIZED FOR ISSUANCE UNDER
THE COMPANY'S 2001 EMPLOYEE STOCK PURCHASE PLAN.
PROPOSAL #04: TO RATIFY THE SELECTION OF ERNST & ISSUER YES FOR FOR
YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM OF THE COMPANY FOR ITS FISCAL YEAR
ENDING DECEMBER 31, 2009.
PROPOSAL #05: STOCKHOLDER PROPOSAL (CHANGE THE SHAREHOLDER YES AGAINST FOR
COMPANY'S JURISDICTION OF INCORPORATION FROM DELAWARE
TO NORTH DAKOTA).
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ISSUER: AMYLIN PHARMACEUTICALS, INC.
TICKER: AMLN CUSIP: 032346108
MEETING DATE: 5/27/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: M. KATHLEEN BEHRENS SHAREHOLDER NO N/A N/A
ELECTION OF DIRECTOR: CHARLES M. FLEISCHMAN SHAREHOLDER NO N/A N/A
ELECTION OF DIRECTOR: JAY SHERWOOD SHAREHOLDER NO N/A N/A
ELECTION OF DIRECTOR: IPPNOM DR. A J. DENNER SHAREHOLDER NO N/A N/A
ELECTION OF DIRECTOR: IPPNOM DR. T. F. DEUEL SHAREHOLDER NO N/A N/A
ELECTION OF DIRECTOR: MGTNOM ADRIAN ADAMS SHAREHOLDER NO N/A N/A
ELECTION OF DIRECTOR: MGTNOM TERESA BECK SHAREHOLDER NO N/A N/A
ELECTION OF DIRECTOR: MGTNOM D. M. BRADBURY SHAREHOLDER NO N/A N/A
ELECTION OF DIRECTOR: MGTNOM PAUL N. CLARK SHAREHOLDER NO N/A N/A
ELECTION OF DIRECTOR: MGTNOM PAULO F. COSTA SHAREHOLDER NO N/A N/A
ELECTION OF DIRECTOR: MGTNOM KARIN EASTHAM SHAREHOLDER NO N/A N/A
ELECTION OF DIRECTOR: MGTNOM JAY S. SKYLER SHAREHOLDER NO N/A N/A
PROPOSAL #02: PROPOSAL TO ADOPT THE COMPANY'S 2009 SHAREHOLDER NO N/A N/A
EQUITY INCENTIVE PLAN AS DESCRIBED IN THE PROXY
STATEMENT.
PROPOSAL #03: 2001 EMPLOYEE STOCK PURCHASE PLAN SHAREHOLDER NO N/A N/A
PROPOSAL AS DESCRIBED IN THE PROXY STATEMENT.
PROPOSAL #04: PROPOSAL TO RATIFY ERNST & YOUNG LLP AS SHAREHOLDER NO N/A N/A
THE INDEPENDENT PUBLIC REGISTERED ACCOUNTING FIRM
FOR AMYLIN FOR THE YEAR ENDING DECEMBER 31, 2007.
PROPOSAL #05: ICAHN REINCORPORATION PROPOSAL AS SHAREHOLDER NO N/A N/A
DESCRIBED IN THE PROXY STATEMENT.
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ISSUER: AMYLIN PHARMACEUTICALS, INC.
TICKER: AMLN CUSIP: 032346108
MEETING DATE: 5/27/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: DR. ALEXANDER J. DENNER SHAREHOLDER NO N/A N/A
ELECTION OF DIRECTOR: DR. THOMAS F. DEUEL SHAREHOLDER NO N/A N/A
ELECTION OF DIRECTOR: EBNOM M. K. BEHRENS SHAREHOLDER NO N/A N/A
ELECTION OF DIRECTOR: EBNOM C. M. FLEISCHMAN SHAREHOLDER NO N/A N/A
ELECTION OF DIRECTOR: EBNOM JAY SHERWOOD SHAREHOLDER NO N/A N/A
ELECTION OF DIRECTOR: MGTNOM ADRIAN ADAMS SHAREHOLDER NO N/A N/A
ELECTION OF DIRECTOR: MGTNOM TERESA BECK SHAREHOLDER NO N/A N/A
ELECTION OF DIRECTOR: MGTNOM D. M. BRADBURY SHAREHOLDER NO N/A N/A
ELECTION OF DIRECTOR: MGTNOM PAUL N. CLARK SHAREHOLDER NO N/A N/A
ELECTION OF DIRECTOR: MGTNOM PAULO F. COSTA SHAREHOLDER NO N/A N/A
ELECTION OF DIRECTOR: MGTNOM KARIN EASTHAM SHAREHOLDER NO N/A N/A
ELECTION OF DIRECTOR: MGTNOM JAY S. SKYLER SHAREHOLDER NO N/A N/A
PROPOSAL #02: AMYLIN'S 2009 EQUITY INCENTIVE PLAN SHAREHOLDER NO N/A N/A
PROPOSAL #03: AMENDMENT TO THE 2001 EMPLOYEE STOCK SHAREHOLDER NO N/A N/A
PURCHASE PLAN
PROPOSAL #04: RATIFICATION OF APPOINTMENT OF SHAREHOLDER NO N/A N/A
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
PROPOSAL #05: NORTH DAKOTA REINCORPORATION PROPOSAL SHAREHOLDER NO N/A N/A
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ISSUER: ASTELLAS PHARMA INC.
TICKER: N/A CUSIP: J03393105
MEETING DATE: 6/23/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Approve Appropriation of Retained ISSUER YES FOR FOR
Earnings
PROPOSAL #2.: Amend Articles to: Approve Minor ISSUER YES FOR FOR
Revisions Related to Dematerialization of Shares and
the other Updated Laws and Regulations
PROPOSAL #3.1: Appoint a Director ISSUER YES FOR FOR
PROPOSAL #3.2: Appoint a Director ISSUER YES FOR FOR
PROPOSAL #3.3: Appoint a Director ISSUER YES FOR FOR
PROPOSAL #3.4: Appoint a Director ISSUER YES FOR FOR
PROPOSAL #3.5: Appoint a Director ISSUER YES FOR FOR
PROPOSAL #4.: Approve Payment of Bonuses to Directors ISSUER YES FOR FOR
PROPOSAL #5.: Provision of Remuneration to Directors ISSUER YES FOR FOR
for Stock Option Scheme as Stock-Linked Compensation
Plan
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ISSUER: ASTRAZENECA PLC
TICKER: N/A CUSIP: G0593M107
MEETING DATE: 4/30/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Receive the Company's accounts and the ISSUER YES FOR FOR
reports of the Directors and the Auditor for the YE
31 DEC 2008
PROPOSAL #2.: Approve to confirm the first interim ISSUER YES FOR FOR
dividend of USD 0.55 [27.8 pence, 3.34 SEK] per
ordinary share and confirm the final dividend for
2008, the second interim dividend of USD 1.50 [104.8
pence, SEK 12.02] per ordinary share
PROPOSAL #3.: Re-appoint KPMG Audit Plc, London as ISSUER YES FOR FOR
the Auditor
PROPOSAL #4.: Authorize the Directors to agree the ISSUER YES FOR FOR
remuneration of the Auditor
PROPOSAL #5.A: Elect Mr. Louis Schweitzer as a ISSUER YES FOR FOR
Director in accordance with Article 65 of the
Company's Articles of Association, who will retire at
the AGM in 2010
PROPOSAL #5.B: Elect Mr. David Brennan as a Director ISSUER YES FOR FOR
in accordance with Article 65 of the Company's
Articles of Association, who will retire at the AGM
in 2010
PROPOSAL #5.C: Elect Mr. Simon Lowth as a Director in ISSUER YES FOR FOR
accordance with Article 65 of the Company's Articles
of Association, who will retire at the AGM in 2010
PROPOSAL #5.D: Elect Mr. Bo Angelin as a Director in ISSUER YES FOR FOR
accordance with Article 65 of the Company's Articles
of Association, who will retire at the AGM in 2010
PROPOSAL #5.E: Elect Mr. John Buchanan as a Director ISSUER YES FOR FOR
in accordance with Article 65 of the Company's
Articles of Association, who will retire at the AGM
in 2010
PROPOSAL #5.F: Elect Mr. Jean Philippe Courtois as a ISSUER YES FOR FOR
Director in accordance with Article 65 of the
Company's Articles of Association, who will retire at
the AGM in 2010
PROPOSAL #5.G: Elect Mr. Jane Henney as a Director in ISSUER YES FOR FOR
accordance with Article 65 of the Company's Articles
of Association, who will retire at the AGM in 2010
PROPOSAL #5.H: Elect Mr. Michele Hooper as a Director ISSUER YES FOR FOR
in accordance with Article 65 of the Company's
Articles of Association, who will retire at the AGM
in 2010
PROPOSAL #5.I: Elect Mr. Rudy Markham as a Director ISSUER YES FOR FOR
in accordance with Article 65 of the Company's
Articles of Association, who will retire at the AGM
PROPOSAL #5.J: Elect Ms. Dame Nancy Rothwell as a ISSUER YES FOR FOR
Director in accordance with Article 65 of the
Company's Articles of Association, who will retire at
the AGM in 2010
PROPOSAL #5.K: Elect Ms. John Varley as a Director in ISSUER YES FOR FOR
accordance with Article 65 of the Company's Articles
of Association, who will retire at the AGM in 2010
PROPOSAL #5.L: Elect Mr. Marcus Wallenberg as a ISSUER YES FOR FOR
Director in accordance with Article 65 of the
Company's Articles of Association, who will retire at
the AGM in 2010
PROPOSAL #6.: Approve the Directors' remuneration ISSUER YES FOR FOR
report for the YE 31 DEC 2008
PROPOSAL #7.: Authorize the Company and make ISSUER YES FOR FOR
donations to Political Parties to make donations to
Political Organizations other than political parties;
and incur political expenditure during the period
commencing on the date of this resolution and ending
on the date the of the Company's AGM, provided that
in each case any such donation and expenditure made
by the Company or by any such subsidiary shall not
exceed USD 250,000 per Company and together with
those made by any subsidiary and the Company shall
not exceed in aggregate USD 250,000, as specified
PROPOSAL #8.: Authorize the Director to allot new ISSUER YES FOR FOR
shares by Article 7.1 of the Company's Article of
Association renewed by the period commencing on the
date of the AGM of the Company in 2010 or, if earlier
, on 30 JUN 2010, and such period the Section 80
amount shall be USD 120,636,176
PROPOSAL #S.9: To Authorise the directors to disapply ISSUER YES FOR FOR
pre-emption rights.
PROPOSAL #S.10: Authorize the Company for the purpose ISSUER YES FOR FOR
of Section 166 of the Companies Act 1985, to make
market purchases [Section 163 of the Companies Act
1985] of ordinary shares of USD 0.25 each in the
capital of the Company provided that: the maximum
number of shares which may be purchased is
144,763,412 the minimum price [exclusive of expenses]
which may be paid for share is USD 0.25 the maximum
price which may be paid for a share is an amount
equal to 105% of the average of the middle market
values of the Company's ordinary shares as derived
from the daily official list of the London Stock
Exchange for the 5 business days immediately
preceding the day on which such share is contracted
to be purchased [authority expires the earlier of the
conclusion of the AGM of the Company in 2010 or 30
JUN 2010]; except in relation to the purchase of
shares the contract for which was concluded before
the expiry of such authority and which might be
executed wholly or partly after such expiry
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ISSUER: BAXTER INTERNATIONAL INC.
TICKER: BAX CUSIP: 071813109
MEETING DATE: 5/5/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: ELECTION OF DIRECTOR: WALTER E. BOOMER ISSUER YES FOR FOR
PROPOSAL #1B: ELECTION OF DIRECTOR: JAMES R. GAVIN ISSUER YES FOR FOR
III, M.D., PH.D.
PROPOSAL #1C: ELECTION OF DIRECTOR: PETER S. HELLMAN ISSUER YES FOR FOR
PROPOSAL #1D: ELECTION OF DIRECTOR: K.J. STORM ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF INDEPENDENT REGISTERED ISSUER YES FOR FOR
PUBLIC ACCOUNTING FIRM
PROPOSAL #03: SHAREHOLDER PROPOSAL RELATING TO ANIMAL SHAREHOLDER YES ABSTAIN AGAINST
TESTING
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ISSUER: BAYER AG, LEVERKUSEN
TICKER: N/A CUSIP: D07112119
MEETING DATE: 5/12/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Presentation of the financial ISSUER NO N/A N/A
statements and annual report for the 2008 FY with the
report of the Supervisory Board, the group financial
statements and group annual report as well as the
report by the Board of Managing Directors and the
proposal for the appropriation of the distributable
profit resolution on the appropriation of the
distributable profit of EUR 1,070,080,515 as follows:
payment of a dividend of EUR 1.40 per no-par share
the remaining amount shall be carried forward, ex-
dividend and payable date: 13 MAY 2009
PROPOSAL #2.: Ratification of the acts of the Board ISSUER NO N/A N/A
of Managing Directors
PROPOSAL #3.: Ratification of the acts of the ISSUER NO N/A N/A
Supervisory Board
PROPOSAL #4.: Authorization to acquire own shares the ISSUER NO N/A N/A
Company shall be authorized to acquire own shares of
up to 10% of the Company's share capital through the
Stock Exchange or by way of a public repurchase
offer to all shareholders, at prices not deviating
more than 10% from the market price of the shares, on
or before 11 NOV 2010; the shares may be acquired by
the Company's subsidiaries or by third parties on
the Company's own account; the Board of Managing
Directors shall be authorized to dispose of the
shares in a manner other than through the Stock
Exchange or by way of a public offer to all
shareholders, at a price not materially below the
market price of the shares , for up to 10% of the
Company's share capital; the Board of Managing
Directors shall be authorized, with the consent of
the Supervisory Board, to use the shares in
connection with mergers and acquisitions, as Employee
shares for Employees and executives of the Company
and its affiliates, and to retire the shares, in
these cases shareholders subscription rights shall be
PROPOSAL #5.: Resolution on the conversion of bearer ISSUER NO N/A N/A
shares into registered shares, the corresponding
amendments to the Articles of Association and the
adjustment of resolutions adopted by the shareholders
meeting in 2008; the shares of the Bayer AG shall be
converted from bearer into registered shares;
therefore, Section 4(1) ,(2),(3),(5) and (6) and
Section 15 (1) and (2) of the Articles of Association
and the Resolutions under item 5A, 6A and 6B adopted
by the shareholders meetings in 2008 shall be
amended in respect of bearer shares being replaced by
registered shares
PROPOSAL #6.: Approval of the transmission of data by ISSUER NO N/A N/A
electronic means pursuant to Section 30(3) of the
Securities Trade Act and the corresponding amendment
to Section 3 of the Articles of Association
PROPOSAL #7.: Appointment of auditors for the 2009 FY ISSUER NO N/A N/A
and the interim report: PricewaterhouseCoopers AG,
Essen
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ISSUER: BECKMAN COULTER, INC.
TICKER: BEC CUSIP: 075811109
MEETING DATE: 4/23/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: PETER B. DERVAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: SCOTT GARRETT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: SUSAN R. NOWAKOWSKI ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GLENN S. SCHAFER ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF KPMG LLP AS THE ISSUER YES FOR FOR
COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR FISCAL YEAR 2009.
PROPOSAL #03: AMENDMENT OF THE COMPANY'S 2007 LONG- ISSUER YES FOR FOR
TERM INCENTIVE PLAN.
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ISSUER: BECTON, DICKINSON AND COMPANY
TICKER: BDX CUSIP: 075887109
MEETING DATE: 2/3/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: C.M. FRASER-LIGGETT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: E.J. LUDWIG ISSUER YES FOR FOR
ELECTION OF DIRECTOR: W.J. OVERLOCK, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: B.L. SCOTT ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF SELECTION OF ISSUER YES FOR FOR
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
PROPOSAL #03: AMENDMENT TO BD'S RESTATED CERTIFICATE ISSUER YES FOR FOR
OF INCORPORATION.
PROPOSAL #04: AMENDMENT TO THE 2004 EMPLOYEE AND ISSUER YES FOR FOR
DIRECTOR EQUITY-BASED COMPENSATION PLAN.
PROPOSAL #05: APPROVAL OF MATERIAL TERMS OF ISSUER YES FOR FOR
PERFORMANCE GOALS.
PROPOSAL #06: SPECIAL SHAREHOLDER MEETINGS. SHAREHOLDER YES AGAINST FOR
PROPOSAL #07: CUMULATIVE VOTING. SHAREHOLDER YES AGAINST FOR
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ISSUER: BIOGEN IDEC INC.
TICKER: BIIB CUSIP: 09062X103
MEETING DATE: 6/3/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: LAWRENCE C. BEST ISSUER NO N/A N/A
ELECTION OF DIRECTOR: ALAN B. GLASSBERG ISSUER NO N/A N/A
ELECTION OF DIRECTOR: ROBERT W. PANGIA ISSUER NO N/A N/A
ELECTION OF DIRECTOR: WILLIAM D. YOUNG ISSUER NO N/A N/A
PROPOSAL #02: TO RATIFY THE SELECTION OF ISSUER NO N/A N/A
PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2009.
PROPOSAL #03: TO APPROVE AMENDMENTS TO THE COMPANY'S ISSUER NO N/A N/A
BYLAWS TO CHANGE THE VOTING STANDARD FOR THE ELECTION
OF DIRECTORS IN UNCONTESTED ELECTIONS FROM A
PLURALITY STANDARD TO A MAJORITY STANDARD.
THE BOARD OF DIRECTORS RECOMMENDS A
VOTE AGAINST PROPOSALS 4 AND 5.
PROPOSAL #04: SHAREHOLDER PROPOSAL TO AMEND THE SHAREHOLDER NO N/A N/A
COMPANY'S BYLAWS TO FIX THE SIZE OF THE BOARD AT 13
MEMBERS AND REMOVE THE BOARD'S ABILITY TO CHANGE THE
SIZE OF THE BOARD.
PROPOSAL #05: SHAREHOLDER PROPOSAL THAT THE COMPANY SHAREHOLDER NO N/A N/A
REINCORPORATE FROM DELAWARE TO NORTH DAKOTA AND ELECT
TO BE SUBJECT TO THE NORTH DAKOTA PUBLICLY TRADED
CORPORATIONS ACT.
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BIOGEN IDEC INC.
TICKER: BIIB CUSIP: 09062X103
MEETING DATE: 6/3/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: DR. ALEXANDER J. DENNER SHAREHOLDER YES FOR FOR
ELECTION OF DIRECTOR: DR. RICHARD C. MULLIGAN SHAREHOLDER YES FOR FOR
ELECTION OF DIRECTOR: DR. THOMAS F. DEUEL SHAREHOLDER YES FOR FOR
ELECTION OF DIRECTOR: DR. DAVID SIDRANSKY SHAREHOLDER YES FOR FOR
PROPOSAL #02: APPROVAL OF THE ICAHN BYLAWS AMENDMENTS. SHAREHOLDER YES FOR FOR
PROPOSAL #03: APPROVAL OF THE NORTH DAKOTA SHAREHOLDER YES AGAINST AGAINST
REINCORPORATION RESOLUTION.
PROPOSAL #04: RATIFICATION OF INDEPENDENT REGISTERED SHAREHOLDER YES FOR FOR
PUBLIC ACCOUNTING FIRM.
PROPOSAL #05: APPROVAL OF THE BIOGEN BYLAW AMENDMENT. SHAREHOLDER YES FOR FOR
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BRISTOL-MYERS SQUIBB COMPANY
TICKER: BMY CUSIP: 110122108
MEETING DATE: 5/5/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: ELECTION OF DIRECTOR: L. ANDREOTTI ISSUER YES FOR FOR
PROPOSAL #1B: ELECTION OF DIRECTOR: L.B. CAMPBELL ISSUER YES FOR FOR
PROPOSAL #1C: ELECTION OF DIRECTOR: J.M. CORNELIUS ISSUER YES FOR FOR
PROPOSAL #1D: ELECTION OF DIRECTOR: L.J. FREEH ISSUER YES FOR FOR
PROPOSAL #1E: ELECTION OF DIRECTOR: L.H. GLIMCHER, ISSUER YES FOR FOR
M.D.
PROPOSAL #1F: ELECTION OF DIRECTOR: M. GROBSTEIN ISSUER YES FOR FOR
PROPOSAL #1G: ELECTION OF DIRECTOR: L. JOHANSSON ISSUER YES FOR FOR
PROPOSAL #1H: ELECTION OF DIRECTOR: A.J. LACY ISSUER YES FOR FOR
PROPOSAL #1I: ELECTION OF DIRECTOR: V.L. SATO, PH.D. ISSUER YES FOR FOR
PROPOSAL #1J: ELECTION OF DIRECTOR: T.D. WEST, JR. ISSUER YES FOR FOR
PROPOSAL #1K: ELECTION OF DIRECTOR: R.S. WILLIAMS, ISSUER YES FOR FOR
M.D.
PROPOSAL #02: RATIFICATION OF INDEPENDENT REGISTERED ISSUER YES FOR FOR
PUBLIC ACCOUNTING FIRM.
PROPOSAL #03: EXECUTIVE COMPENSATION DISCLOSURE. SHAREHOLDER YES AGAINST FOR
PROPOSAL #04: SIMPLE MAJORITY VOTE. SHAREHOLDER YES AGAINST FOR
PROPOSAL #05: SPECIAL SHAREOWNER MEETINGS. SHAREHOLDER YES AGAINST FOR
PROPOSAL #06: EXECUTIVE COMPENSATION ADVISORY VOTE. SHAREHOLDER YES AGAINST FOR
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CARDINAL HEALTH, INC.
TICKER: CAH CUSIP: 14149Y108
MEETING DATE: 11/5/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: COLLEEN F. ARNOLD ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R. KERRY CLARK ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CALVIN DARDEN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN F. FINN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: PHILIP L. FRANCIS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GREGORY B. KENNY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J. MICHAEL LOSH ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN B. MCCOY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RICHARD C. NOTEBAERT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MICHAEL D. O'HALLERAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DAVID W. RAISBECK ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JEAN G. SPAULDING, M.D. ISSUER YES FOR FOR
PROPOSAL #02: PROPOSAL TO RATIFY THE SELECTION OF ISSUER YES FOR FOR
ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM.
PROPOSAL #03: PROPOSAL TO APPROVE AMENDMENTS TO THE ISSUER YES FOR FOR
ARTICLES OF INCORPORATION AND CODE OF REGULATIONS TO
IMPLEMENT A MAJORITY VOTING STANDARD FOR UNCONTESTED
ELECTIONS OF DIRECTORS.
PROPOSAL #04: PROPOSAL TO APPROVE AMENDMENTS TO THE ISSUER YES FOR FOR
ARTICLES OF INCORPORATION AND CODE OF REGULATIONS TO
ELIMINATE CUMULATIVE VOTING.
PROPOSAL #05: PROPOSAL TO APPROVE AMENDMENTS TO THE ISSUER YES FOR FOR
CODE OF REGULATIONS TO ESTABLISH PROCEDURES FOR
ADVANCE NOTICE OF DIRECTOR NOMINATIONS AND OTHER
PROPOSALS AND RELATED ADMINISTRATIVE MATTERS AT
SHAREHOLDER MEETINGS.
PROPOSAL #06: PROPOSAL TO APPROVE AMENDMENT TO THE ISSUER YES FOR FOR
ARTICLES OF INCORPORATION TO ELIMINATE THE REFERENCE
TO THE MINIMUM AMOUNT OF STATED CAPITAL WITH WHICH
THE COMPANY MAY BEGIN BUSINESS AND TO STATE EXPRESSLY
THAT THE COMPANY'S COMMON SHARES HAVE NO STATED
PROPOSAL #07: PROPOSAL TO APPROVE AN AMENDED AND ISSUER YES FOR FOR
RESTATED 2005 LONG-TERM INCENTIVE PLAN.
PROPOSAL #08: PROPOSAL TO APPROVE AN AMENDED AND ISSUER YES FOR FOR
RESTATED EMPLOYEE STOCK PURCHASE PLAN.
PROPOSAL #09: SHAREHOLDER PROPOSAL REGARDING SHAREHOLDER YES AGAINST FOR
PERFORMANCE-BASED STOCK OPTIONS.
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CARDINAL HEALTH, INC.
TICKER: CAH CUSIP: 14149Y108
MEETING DATE: 6/23/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: PROPOSAL TO APPROVE A PROPOSED STOCK ISSUER YES FOR FOR
OPTION EXCHANGE PROGRAM UNDER WHICH ELIGIBLE CARDINAL
HEALTH EMPLOYEES WOULD BE ABLE TO EXCHANGE CERTAIN
OPTIONS FOR A LESSER NUMBER OF NEW OPTIONS.
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CEPHALON, INC.
TICKER: CEPH CUSIP: 156708109
MEETING DATE: 5/12/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: F. BALDINO, JR., PH.D. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM P. EGAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MARTYN D. GREENACRE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: VAUGHN M. KAILIAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: KEVIN E. MOLEY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: C.A. SANDERS, M.D. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GAIL R. WILENSKY, PH.D. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DENNIS L. WINGER ISSUER YES FOR FOR
PROPOSAL #02: APPROVAL OF AMENDMENT TO THE 2004 ISSUER YES FOR FOR
EQUITY COMPENSATION PLAN INCREASING THE NUMBER OF
SHARES AUTHORIZED FOR ISSUANCE.
PROPOSAL #03: RATIFICATION OF APPOINTMENT OF ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED
PUBLIC ACCOUNTANTS FOR THE YEAR ENDING DECEMBER 31,
2009.
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CERNER CORPORATION
TICKER: CERN CUSIP: 156782104
MEETING DATE: 5/22/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: CLIFFORD W. ILLIG ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM B. NEAVES, PH.D ISSUER YES FOR FOR
PROPOSAL #2: RATIFICATION OF THE APPOINTMENT OF KPMG ISSUER YES FOR FOR
LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM OF CERNER CORPORATION FOR 2009.
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CHUGAI PHARMACEUTICAL CO.,LTD.
TICKER: N/A CUSIP: J06930101
MEETING DATE: 3/25/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: Approve Appropriation of Profits ISSUER YES FOR FOR
PROPOSAL #2: Amend Articles to: Approve Minor ISSUER YES FOR FOR
Revisions, Approve Minor Revisions Related to the
Updated Laws and Regulaions
PROPOSAL #3.1: Appoint a Director ISSUER YES FOR FOR
PROPOSAL #3.2: Appoint a Director ISSUER YES AGAINST AGAINST
PROPOSAL #3.3: Appoint a Director ISSUER YES FOR FOR
PROPOSAL #3.4: Appoint a Director ISSUER YES AGAINST AGAINST
PROPOSAL #4: Appoint a Corporate Auditor ISSUER YES FOR FOR
PROPOSAL #5: Approve Payment of Accrued Benefits ISSUER YES FOR FOR
associated with Abolition of Retirement Benefit
System for Current Corporate Officers
PROPOSAL #6: Approve Details of Stock-Based ISSUER YES FOR FOR
Compensation Plan and Stock Option Plan for Corporate
Officers
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CIGNA CORPORATION
TICKER: CI CUSIP: 125509109
MEETING DATE: 4/22/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: ELECTION OF DIRECTOR: H. EDWARD HANWAY ISSUER YES FOR FOR
PROPOSAL #1B: ELECTION OF DIRECTOR: JOHN M. PARTRIDGE ISSUER YES FOR FOR
PROPOSAL #1C: ELECTION OF DIRECTOR: JAMES E. ROGERS ISSUER YES FOR FOR
PROPOSAL #1D: ELECTION OF DIRECTOR: ERIC C. WISEMAN ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF APPOINTMENT OF ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS LLP AS CIGNA'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2009
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: COVENTRY HEALTH CARE, INC.
TICKER: CVH CUSIP: 222862104
MEETING DATE: 5/21/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: ELECTION OF DIRECTOR: DANIEL N. ISSUER YES FOR FOR
MENDELSON
PROPOSAL #1B: ELECTION OF DIRECTOR: RODMAN W. ISSUER YES FOR FOR
MOORHEAD, III
PROPOSAL #1C: ELECTION OF DIRECTOR: TIMOTHY T. ISSUER YES FOR FOR
WEGLICKI
PROPOSAL #2: PROPOSAL TO APPROVE THE COMPANY'S 2004 ISSUER YES FOR FOR
INCENTIVE PLAN, AS AMENDED AND RESTATED.
PROPOSAL #3: PROPOSAL TO APPROVE THE USE OF CERTAIN ISSUER YES FOR FOR
PERFORMANCE GOALS IN THE COMPANY'S 2004 INCENTIVE
PROPOSAL #4: TO RATIFY THE APPOINTMENT OF ERNST & ISSUER YES FOR FOR
YOUNG LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR
2009.
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: COVIDIEN LTD.
TICKER: COV CUSIP: G2552X108
MEETING DATE: 3/18/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: ELECTION OF DIRECTOR: CRAIG ARNOLD ISSUER YES FOR FOR
PROPOSAL #1B: ELECTION OF DIRECTOR: ROBERT H. BRUST ISSUER YES FOR FOR
PROPOSAL #1C: ELECTION OF DIRECTOR: JOHN M. CONNORS, ISSUER YES FOR FOR
JR.
PROPOSAL #1D: ELECTION OF DIRECTOR: CHRISTOPHER J. ISSUER YES FOR FOR
COUGHLIN
PROPOSAL #1E: ELECTION OF DIRECTOR: TIMOTHY M. DONAHUE ISSUER YES FOR FOR
PROPOSAL #1F: ELECTION OF DIRECTOR: KATHY J. HERBERT ISSUER YES FOR FOR
PROPOSAL #1G: ELECTION OF DIRECTOR: RANDALL J. HOGAN, ISSUER YES FOR FOR
III
PROPOSAL #1H: ELECTION OF DIRECTOR: RICHARD J. MEELIA ISSUER YES FOR FOR
PROPOSAL #1I: ELECTION OF DIRECTOR: DENNIS H. REILLEY ISSUER YES FOR FOR
PROPOSAL #1J: ELECTION OF DIRECTOR: TADATAKA YAMADA ISSUER YES FOR FOR
PROPOSAL #1K: ELECTION OF DIRECTOR: JOSEPH A. ISSUER YES FOR FOR
ZACCAGNINO
PROPOSAL #02: APPROVE AMENDED AND RESTATED 2007 STOCK ISSUER YES FOR FOR
AND INCENTIVE PLAN
PROPOSAL #03: APPOINTMENT OF INDEPENDENT AUDITORS AND ISSUER YES FOR FOR
AUTHORIZATION OF THE AUDIT COMMITTEE TO SET THE
AUDITORS' REMUNERATION
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: COVIDIEN LTD.
TICKER: COV CUSIP: G2552X108
MEETING DATE: 5/28/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: APPROVAL OF THE SCHEME OF ARRANGEMENT ISSUER YES FOR FOR
ATTACHED TO THE ACCOMPANYING PROXY STATEMENT AS ANNEX
A.
PROPOSAL #02: IF THE SCHEME OF ARRANGEMENT IS ISSUER YES FOR FOR
APPROVED, AND IN CONNECTION WITH SCHEME OF
ARRANGEMENT AND REORGANIZATION, APPROVAL OF CREATION
OF DISTRIBUTABLE RESERVES OF COVIDIEN PLC (THROUGH
REDUCTION OF SHARE PREMIUM ACCOUNT OF COVIDIEN PLC)
THAT WAS PREVIOUSLY APPROVED BY COVIDIEN LTD. AND
OTHER CURRENT SHAREHOLDERS OF COVIDIEN PLC (AS
DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT).
PROPOSAL #03: APPROVAL OF THE MOTION TO ADJOURN THE ISSUER YES FOR FOR
MEETING TO A LATER DATE TO SOLICIT ADDITIONAL PROXIES
IF THERE ARE INSUFFICIENT PROXIES TO APPROVE THE
SCHEME OF ARRANGEMENT AT THE TIME OF THE MEETING.
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: DAIICHI SANKYO COMPANY,LIMITED
TICKER: N/A CUSIP: J11257102
MEETING DATE: 6/26/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Approve Appropriation of Retained ISSUER YES FOR FOR
Earnings
PROPOSAL #2.: Amend Articles to: Approve Minor ISSUER YES FOR FOR
Revisions Related to Dematerialization of Shares and
the Other Updated Laws and Regulations
PROPOSAL #3.1: Appoint a Director ISSUER YES FOR FOR
PROPOSAL #3.2: Appoint a Director ISSUER YES FOR FOR
PROPOSAL #3.3: Appoint a Director ISSUER YES FOR FOR
PROPOSAL #3.4: Appoint a Director ISSUER YES FOR FOR
PROPOSAL #3.5: Appoint a Director ISSUER YES FOR FOR
PROPOSAL #3.6: Appoint a Director ISSUER YES FOR FOR
PROPOSAL #3.7: Appoint a Director ISSUER YES AGAINST AGAINST
PROPOSAL #3.8: Appoint a Director ISSUER YES FOR FOR
PROPOSAL #3.9: Appoint a Director ISSUER YES FOR FOR
PROPOSAL #3.10: Appoint a Director ISSUER YES FOR FOR
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: DAVITA INC.
TICKER: DVA CUSIP: 23918K108
MEETING DATE: 6/15/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: ELECTION OF DIRECTOR: CHARLES G. BERG ISSUER YES FOR FOR
PROPOSAL #1B: ELECTION OF DIRECTOR: WILLARD W. ISSUER YES FOR FOR
BRITTAIN, JR.
PROPOSAL #1C: ELECTION OF DIRECTOR: PAUL J. DIAZ ISSUER YES FOR FOR
PROPOSAL #1D: ELECTION OF DIRECTOR: PETER T. GRAUER ISSUER YES AGAINST AGAINST
PROPOSAL #1E: ELECTION OF DIRECTOR: JOHN M. NEHRA ISSUER YES AGAINST AGAINST
PROPOSAL #1F: ELECTION OF DIRECTOR: WILLIAM L. ROPER, ISSUER YES FOR FOR
M.D.
PROPOSAL #1G: ELECTION OF DIRECTOR: KENT J. THIRY ISSUER YES FOR FOR
PROPOSAL #1H: ELECTION OF DIRECTOR: ROGER J. VALINE ISSUER YES AGAINST AGAINST
PROPOSAL #1I: ELECTION OF DIRECTOR: RICHARD C. VAUGHAN ISSUER YES FOR FOR
PROPOSAL #02: AMENDMENT AND RESTATEMENT OF THE DAVITA ISSUER YES FOR FOR
INC. EXECUTIVE INCENTIVE PLAN.
PROPOSAL #03: RATIFICATION OF THE APPOINTMENT OF KPMG ISSUER YES FOR FOR
LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR FISCAL YEAR 2009.
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: DENTSPLY INTERNATIONAL INC.
TICKER: XRAY CUSIP: 249030107
MEETING DATE: 5/12/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: WENDY L DIXON, PHD ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LESLIE A. JONES ISSUER YES FOR FOR
ELECTION OF DIRECTOR: BRET W. WISE ISSUER YES FOR FOR
PROPOSAL #2: PROPOSAL TO RATIFY THE APPOINTMENT OF ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS LLP, INDEPENDENT ACCOUNTANTS,
TO AUDIT THE BOOKS AND ACCOUNTS OF THE COMPANY FOR
THE YEAR ENDING DECEMBER 31, 2009.
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: EISAI CO.,LTD.
TICKER: N/A CUSIP: J12852117
MEETING DATE: 6/19/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Amend Articles to : Approve Minor ISSUER YES FOR FOR
Revisions Related to Dematerialization of Shares and
the other Updated Laws and Regulaions
PROPOSAL #2.1: Appoint a Director ISSUER YES FOR FOR
PROPOSAL #2.2: Appoint a Director ISSUER YES FOR FOR
PROPOSAL #2.3: Appoint a Director ISSUER YES FOR FOR
PROPOSAL #2.4: Appoint a Director ISSUER YES FOR FOR
PROPOSAL #2.5: Appoint a Director ISSUER YES FOR FOR
PROPOSAL #2.6: Appoint a Director ISSUER YES FOR FOR
PROPOSAL #2.7: Appoint a Director ISSUER YES AGAINST AGAINST
PROPOSAL #2.8: Appoint a Director ISSUER YES FOR FOR
PROPOSAL #2.9: Appoint a Director ISSUER YES FOR FOR
PROPOSAL #2.10: Appoint a Director ISSUER YES FOR FOR
PROPOSAL #2.11: Appoint a Director ISSUER YES FOR FOR
PROPOSAL #3.: Approve Issuance of Share Acquisition ISSUER YES FOR FOR
Rights as Stock Options
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ELI LILLY AND COMPANY
TICKER: LLY CUSIP: 532457108
MEETING DATE: 4/20/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: M.S. FELDSTEIN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J.E. FYRWALD ISSUER YES FOR FOR
ELECTION OF DIRECTOR: E.R. MARRAM ISSUER YES FOR FOR
ELECTION OF DIRECTOR: D.R. OBERHELMAN ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF THE APPOINTMENT BY THE ISSUER YES FOR FOR
AUDIT COMMITTEE OF THE BOARD OF THE DIRECTORS OF
ERNST & YOUNG LLP AS PRINCIPAL INDEPENDENT AUDITOR
PROPOSAL #03: APPROVE AMENDMENTS TO THE ARTICLES OF ISSUER YES FOR FOR
INCORPORATION TO PROVIDE FOR ANNUAL ELECTION OF ALL
DIRECTORS
PROPOSAL #04: REAPPROVE THE MATERIAL TERMS OF ISSUER YES FOR FOR
PERFORMANCE GOALS FOR THE ELI LILLY AND COMPANY BONUS
PLAN
PROPOSAL #05: PROPOSAL BY SHAREHOLDERS REQUESTING SHAREHOLDER YES FOR AGAINST
THAT THE BOARD ELIMINATE ALL SUPERMAJORITY VOTING
PROVISIONS FROM THE COMPANY'S ARTICLES OF
INCORPORATION AND BYLAWS
PROPOSAL #06: PROPOSAL BY SHAREHOLDERS REQUESTING SHAREHOLDER YES AGAINST FOR
THAT THE COMPANY AMEND ITS ARTICLES OF INCORPORATION
TO ALLOW SHAREHOLDERS TO AMEND THE COMPANY'S BYLAWS
BY MAJORITY VOTE
PROPOSAL #07: PROPOSAL BY SHAREHOLDERS REQUESTING SHAREHOLDER YES AGAINST FOR
THAT THE BOARD OF DIRECTORS ADOPT A POLICY OF ASKING
SHAREHOLDERS TO RATIFY THE COMPENSATION OF NAMED
EXECUTIVE OFFICERS AT THE ANNUAL MEETING OF
SHAREHOLDERS
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FOREST LABORATORIES, INC.
TICKER: FRX CUSIP: 345838106
MEETING DATE: 8/11/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: HOWARD SOLOMON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: L.S. OLANOFF, MD, PHD. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: NESLI BASGOZ, M.D. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM J. CANDEE, III ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GEORGE S. COHAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DAN L. GOLDWASSER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: KENNETH E. GOODMAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LESTER B. SALANS, M.D. ISSUER YES FOR FOR
PROPOSAL #02: ADOPTION OF THE AMENDED AND RESTATED ISSUER YES FOR FOR
CERTIFICATE OF INCORPORATION.
PROPOSAL #03: RATIFICATION OF BDO SEIDMAN, LLP AS ISSUER YES FOR FOR
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FRESENIUS MED CARE AKTIENGESELLSCHAFT
TICKER: N/A CUSIP: D2734Z107
MEETING DATE: 5/7/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Presentation of the financial ISSUER NO N/A N/A
statements and annual report for the 2008 FY with the
report of the Supervisory Board, the group financial
statements and group annual report, and the report
pursuant to Sections 289(4) and 315(4) of the German
Commercial Code, and approval of the financial
statement for 2008 FY
PROPOSAL #2.: Resolution on the appropriation of the ISSUER NO N/A N/A
distributable profit of EUR 761,954,502.81 as
follows: payment of a dividend of EUR 0.58 per
ordinary share and EUR 0.60 per preferred share EUR
589,187,597.93 shall be carried forward ex-dividend
and payable date: 08 MAY 2009
PROPOSAL #3.: Ratification of the acts of the general ISSUER NO N/A N/A
partner
PROPOSAL #4.: Ratification of the acts of the ISSUER NO N/A N/A
Supervisory Board
PROPOSAL #5.: Appointment of the Auditors for the ISSUER NO N/A N/A
2009 FY.: KPMG AG, Berlin
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: GENZYME CORPORATION
TICKER: GENZ CUSIP: 372917104
MEETING DATE: 5/21/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: RE-ELECTION OF DIRECTOR: DOUGLAS A. ISSUER YES FOR FOR
BERTHIAUME
PROPOSAL #1B: RE-ELECTION OF DIRECTOR: GAIL K. ISSUER YES FOR FOR
BOUDREAUX
PROPOSAL #1C: RE-ELECTION OF DIRECTOR: ROBERT J. ISSUER YES FOR FOR
CARPENTER
PROPOSAL #1D: RE-ELECTION OF DIRECTOR: CHARLES L. ISSUER YES FOR FOR
COONEY
PROPOSAL #1E: RE-ELECTION OF DIRECTOR: VICTOR J. DZAU ISSUER YES FOR FOR
PROPOSAL #1F: RE-ELECTION OF DIRECTOR: SENATOR CONNIE ISSUER YES FOR FOR
MACK III
PROPOSAL #1G: RE-ELECTION OF DIRECTOR: RICHARD F. ISSUER YES FOR FOR
SYRON
PROPOSAL #1H: RE-ELECTION OF DIRECTOR: HENRI A. ISSUER YES FOR FOR
TERMEER
PROPOSAL #02: A PROPOSAL TO AMEND THE 2004 EQUITY ISSUER YES FOR FOR
INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES OF
COMMON STOCK AVAILABLE FOR ISSUANCE UNDER THE PLAN BY
2,500,000 SHARES.
PROPOSAL #03: A PROPOSAL TO APPROVE THE 2009 EMPLOYEE ISSUER YES FOR FOR
STOCK PURCHASE PLAN.
PROPOSAL #04: A PROPOSAL TO RATIFY THE AUDIT ISSUER YES FOR FOR
COMMITTEE'S SELECTION OF INDEPENDENT AUDITORS FOR
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: GILEAD SCIENCES, INC.
TICKER: GILD CUSIP: 375558103
MEETING DATE: 5/6/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: PAUL BERG ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN F. COGAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ETIENNE F. DAVIGNON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAMES M. DENNY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CARLA A. HILLS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN W. MADIGAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN C. MARTIN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GORDON E. MOORE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: NICHOLAS G. MOORE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RICHARD J. WHITLEY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GAYLE E. WILSON ISSUER YES FOR FOR
PROPOSAL #02: TO RATIFY THE SELECTION OF ERNST & ISSUER YES FOR FOR
YOUNG LLP BY THE AUDIT COMMITTEE OF THE BOARD OF
DIRECTORS AS THE INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM OF GILEAD FOR THE FISCAL YEAR ENDING
PROPOSAL #03: TO APPROVE AN AMENDMENT TO GILEAD'S ISSUER YES FOR FOR
2004 EQUITY INCENTIVE PLAN.
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: GLAXOSMITHKLINE PLC
TICKER: GSK CUSIP: 37733W105
MEETING DATE: 5/20/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O1: TO RECEIVE AND ADOPT THE DIRECTORS' ISSUER YES FOR FOR
REPORT AND THE FINANCIAL STATEMENTS
PROPOSAL #O2: TO APPROVE THE REMUNERATION REPORT ISSUER YES FOR FOR
PROPOSAL #O3: TO ELECT MR JAMES MURDOCH AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #O4: TO RE-ELECT MR LARRY CULP AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #O5: TO RE-ELECT SIR CRISPIN DAVIS AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #O6: TO RE-ELECT DR MONCEF SLAOUI AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #O7: TO RE-ELECT MR TOM DE SWAAN AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #O8: RE-APPOINTMENT OF AUDITORS ISSUER YES FOR FOR
PROPOSAL #O9: REMUNERATION OF AUDITORS ISSUER YES FOR FOR
PROPOSAL #S10: TO AUTHORISE THE COMPANY AND ITS ISSUER YES FOR FOR
SUBSIDIARIES TO MAKE DONATIONS TO POLITICAL
ORGANISATIONS AND INCUR POLITICAL EXPENDITURE
PROPOSAL #S11: AUTHORITY TO ALLOT SHARES ISSUER YES FOR FOR
PROPOSAL #S12: DISAPPLICATION OF PRE-EMPTION RIGHTS ISSUER YES FOR FOR
(SPECIAL RESOLUTION)
PROPOSAL #S13: AUTHORITY FOR THE COMPANY TO PURCHASE ISSUER YES FOR FOR
ITS OWN SHARES (SPECIAL RESOLUTION)
PROPOSAL #S14: EXEMPTION FROM STATEMENT OF SENIOR ISSUER YES FOR FOR
STATUTORY AUDITOR'S NAME
PROPOSAL #S15: REDUCED NOTICE OF A GENERAL MEETING ISSUER YES FOR FOR
OTHER THAN AN AGM (SPECIAL RESOLUTION)
PROPOSAL #S16: ADOPTION OF THE GLAXOSMITHKLINE (GSK) ISSUER YES FOR FOR
2009 PERFORMANCE SHARE PLAN
PROPOSAL #S17: ADOPTION OF THE GSK 2009 SHARE OPTION ISSUER YES FOR FOR
PLAN
PROPOSAL #S18: ADOPTION OF THE GSK 2009 DEFERRED ISSUER YES FOR FOR
ANNUAL BONUS PLAN
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: HEALTH MANAGEMENT ASSOCIATES, INC.
TICKER: HMA CUSIP: 421933102
MEETING DATE: 5/19/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: WILLIAM J. SCHOEN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GARY D. NEWSOME ISSUER YES FOR FOR
ELECTION OF DIRECTOR: KENT P. DAUTEN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DONALD E. KIERNAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT A. KNOX ISSUER YES FOR FOR
ELECTION OF DIRECTOR: W.E. MAYBERRY, M.D. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: VICKI A. O'MEARA ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM C. STEERE, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R.W. WESTERFIELD, PH.D. ISSUER YES FOR FOR
PROPOSAL #02: TO RATIFY THE SELECTION OF ERNST & ISSUER YES FOR FOR
YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2009.
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: HEALTH NET, INC.
TICKER: HNT CUSIP: 42222G108
MEETING DATE: 5/21/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: THEODORE F. CRAVER, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: VICKI B. ESCARRA ISSUER YES FOR FOR
ELECTION OF DIRECTOR: THOMAS T. FARLEY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GALE S. FITZGERALD ISSUER YES FOR FOR
ELECTION OF DIRECTOR: PATRICK FOLEY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAY M. GELLERT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROGER F. GREAVES ISSUER YES FOR FOR
ELECTION OF DIRECTOR: BRUCE G. WILLISON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: FREDERICK C. YEAGER ISSUER YES FOR FOR
PROPOSAL #02: TO APPROVE THE AMENDED AND RESTATED ISSUER YES FOR FOR
EXECUTIVE OFFICER INCENTIVE PLAN, WHICH IN PART
PROVIDES COMPENSATION INTENDED TO QUALIFY AS
PERFORMANCE-BASED COMPENSATION UNDER SECTION 162(M)
OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
PROPOSAL #03: TO APPROVE AN AMENDMENT TO THE 2006 ISSUER YES FOR FOR
LONG-TERM INCENTIVE PLAN, WHICH IN PART INCREASES THE
NUMBER OF SHARES OF COMMON STOCK RESERVED FOR
ISSUANCE UNDER THE PLAN FROM 6,750,000 TO 13,750,000.
PROPOSAL #04: TO RATIFY THE SELECTION OF DELOITTE & ISSUER YES FOR FOR
TOUCHE LLP AS HEALTH NET'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR 2009.
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: HOSPIRA, INC.
TICKER: HSP CUSIP: 441060100
MEETING DATE: 5/14/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: CHRISTOPHER B. BEGLEY** ISSUER YES FOR FOR
ELECTION OF DIRECTOR: BARBARA L. BOWLES** ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROGER W. HALE** ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN C. STALEY** ISSUER YES FOR FOR
ELECTION OF DIRECTOR: HEINO VON PRONDZYNSKI* ISSUER YES FOR FOR
PROPOSAL #02: PROPOSAL TO RATIFY THE APPOINTMENT OF ISSUER YES FOR FOR
DELOITTE & TOUCHE LLP AS AUDITORS FOR HOSPIRA FOR
PROPOSAL #03: PROPOSAL TO APPROVE AMENDMENTS TO THE ISSUER YES FOR FOR
HOSPIRA 2004 LONG-TERM STOCK INCENTIVE PLAN.
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: HUMAN GENOME SCIENCES, INC.
TICKER: HGSI CUSIP: 444903108
MEETING DATE: 5/6/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: RICHARD J. DANZIG ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JURGEN DREWS, M.D. ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: MAXINE GOWEN, PH.D. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: TUAN HA-NGOC ISSUER YES FOR FOR
ELECTION OF DIRECTOR: A.N. KARABELAS, PH.D. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J.L. LAMATTINA, PH.D. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: AUGUSTINE LAWLOR ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DAVID P. SOUTHWELL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: H. THOMAS WATKINS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT C. YOUNG, M.D. ISSUER YES FOR FOR
PROPOSAL #02: TO APPROVE THE COMPANY'S AMENDED AND ISSUER YES FOR FOR
RESTATED STOCK INCENTIVE PLAN.
PROPOSAL #03: TO APPROVE AN AMENDMENT AND RESTATEMENT ISSUER YES FOR FOR
OF THE COMPANY'S EMPLOYEE STOCK PURCHASE PLAN.
PROPOSAL #04: TO RATIFY THE APPOINTMENT OF ERNST & ISSUER YES FOR FOR
YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2009.
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: HUMANA INC.
TICKER: HUM CUSIP: 444859102
MEETING DATE: 4/23/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: ELECTION OF DIRECTOR: DAVID A. JONES, ISSUER YES FOR FOR
JR.
PROPOSAL #1B: ELECTION OF DIRECTOR: FRANK A. D'AMELIO ISSUER YES FOR FOR
PROPOSAL #1C: ELECTION OF DIRECTOR: W. ROY DUNBAR ISSUER YES FOR FOR
PROPOSAL #1D: ELECTION OF DIRECTOR: KURT J. HILZINGER ISSUER YES FOR FOR
PROPOSAL #1E: ELECTION OF DIRECTOR: MICHAEL B. ISSUER YES FOR FOR
MCCALLISTER
PROPOSAL #1F: ELECTION OF DIRECTOR: WILLIAM J. ISSUER YES FOR FOR
MCDONALD
PROPOSAL #1G: ELECTION OF DIRECTOR: WILLIAM E. ISSUER YES FOR FOR
MITCHELL
PROPOSAL #1H: ELECTION OF DIRECTOR: JAMES J. O'BRIEN ISSUER YES FOR FOR
PROPOSAL #1I: ELECTION OF DIRECTOR: MARISSA T. ISSUER YES FOR FOR
PETERSON
PROPOSAL #1J: ELECTION OF DIRECTOR: W. ANN REYNOLDS, ISSUER YES FOR FOR
PH.D.
PROPOSAL #02: THE RATIFICATION OF THE APPOINTMENT OF ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: IMS HEALTH INCORPORATED
TICKER: RX CUSIP: 449934108
MEETING DATE: 5/1/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: ELECTION OF DIRECTOR: H. EUGENE LOCKHART ISSUER YES FOR FOR
PROPOSAL #1B: ELECTION OF DIRECTOR: BRADLEY T. SHEARES ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR 2009.
PROPOSAL #03: APPROVAL OF THE AMENDMENTS TO THE ISSUER YES FOR FOR
RESTATED CERTIFICATE OF INCORPORATION TO ELIMINATE
THE SUPERMAJORITY VOTE PROVISIONS.
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: IPSEN, PARIS
TICKER: N/A CUSIP: F5362H107
MEETING DATE: 6/4/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: Approve the unconsolidated accounts ISSUER YES FOR FOR
for the FYE 31 DEC 2008
PROPOSAL #O.2: Approve the consolidated accounts for ISSUER YES FOR FOR
the FYE 31 DEC 2008
PROPOSAL #O.3: Approve the distribution of profits ISSUER YES FOR FOR
for the 2008 FY and determination of dividends to EUR
0.70 per share
PROPOSAL #O.4: Approve the special report of the ISSUER YES FOR FOR
Statutory Auditors on the regulated agreements
referred to in Article L.225-38 of the Commercial Code
PROPOSAL #O.5: Approve the regulated agreements and ISSUER YES AGAINST AGAINST
commitments made for the benefit of Mr. Jean-Luc
Belingard
PROPOSAL #O.6: Authorize the Board of Directors to ISSUER YES AGAINST AGAINST
purchase its own shares
PROPOSAL #O.7: Ratify the transfer of the headquarters ISSUER YES FOR FOR
PROPOSAL #E.8: Authorize the Board of Directors to ISSUER YES FOR FOR
carry out a capital increase by issuing common shares
and/or securities giving access to the capital with
maintenance of preferential subscription rights
PROPOSAL #E.9: Authorize the Board of Directors to ISSUER YES FOR FOR
carry out a capital increase by issuing, common
shares and/or securities giving access to the capital
with cancellation of preferential subscription rights
PROPOSAL #E.10: Authorize the Board of Directors to ISSUER YES FOR FOR
carry out a capital increase within the limit of 10%,
to remunerate contributions in kind of equity
securities or securities giving access to capital
PROPOSAL #E.11: Authorize the Board of Directors to ISSUER YES FOR FOR
increase share capital by issuing shares reserved for
the Members of a Company Savings Plan referred to in
Articles L.3332-18 of the Labor Code
PROPOSAL #E.12: Authorize the Board of Directors to ISSUER YES AGAINST AGAINST
grant options to subscribe and/or purchase shares to
Employees and/or certain Corporate Managers
PROPOSAL #E.13: Authorize the Board of Directors to ISSUER YES AGAINST AGAINST
award free shares to Employees and/or certain
Corporate Managers
PROPOSAL #E.14: Approve the maintenance of double ISSUER YES FOR FOR
voting rights in case of transfer of shares as a
result of merger or division of a Company shareholder
and correlate amendment of Article 26.1 of the
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: JOHNSON & JOHNSON
TICKER: JNJ CUSIP: 478160104
MEETING DATE: 4/23/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: ELECTION OF DIRECTOR: MARY SUE COLEMAN ISSUER YES FOR FOR
PROPOSAL #1B: ELECTION OF DIRECTOR: JAMES G. CULLEN ISSUER YES FOR FOR
PROPOSAL #1C: ELECTION OF DIRECTOR: MICHAEL M.E. JOHNS ISSUER YES FOR FOR
PROPOSAL #1D: ELECTION OF DIRECTOR: ARNOLD G. LANGBO ISSUER YES FOR FOR
PROPOSAL #1E: ELECTION OF DIRECTOR: SUSAN L. LINDQUIST ISSUER YES FOR FOR
PROPOSAL #1F: ELECTION OF DIRECTOR: LEO F. MULLIN ISSUER YES FOR FOR
PROPOSAL #1G: ELECTION OF DIRECTOR: WILLIAM D. PEREZ ISSUER YES FOR FOR
PROPOSAL #1H: ELECTION OF DIRECTOR: CHARLES PRINCE ISSUER YES FOR FOR
PROPOSAL #1I: ELECTION OF DIRECTOR: DAVID SATCHER ISSUER YES FOR FOR
PROPOSAL #1J: ELECTION OF DIRECTOR: WILLIAM C. WELDON ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF APPOINTMENT OF ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
PROPOSAL #03: ADVISORY VOTE ON EXECUTIVE COMPENSATION SHAREHOLDER YES AGAINST FOR
POLICIES AND DISCLOSURE
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: LABORATORY CORP. OF AMERICA HOLDINGS
TICKER: LH CUSIP: 50540R409
MEETING DATE: 5/6/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: ELECTION OF DIRECTOR: THOMAS P. MAC ISSUER YES FOR FOR
MAHON
PROPOSAL #1B: ELECTION OF DIRECTOR: KERRII B. ANDERSON ISSUER YES FOR FOR
PROPOSAL #1C: ELECTION OF DIRECTOR: JEAN-LUC BELINGARD ISSUER YES FOR FOR
PROPOSAL #1D: ELECTION OF DIRECTOR: DAVID P. KING ISSUER YES FOR FOR
PROPOSAL #1E: ELECTION OF DIRECTOR: WENDY E. LANE ISSUER YES FOR FOR
PROPOSAL #1F: ELECTION OF DIRECTOR: ROBERT E. ISSUER YES FOR FOR
MITTELSTAEDT, JR.
PROPOSAL #1G: ELECTION OF DIRECTOR: ARTHUR H. ISSUER YES FOR FOR
RUBENSTEIN, MBBCH
PROPOSAL #1H: ELECTION OF DIRECTOR: M. KEITH WEIKEL, ISSUER YES FOR FOR
PH.D
PROPOSAL #1I: ELECTION OF DIRECTOR: R. SANDERS ISSUER YES FOR FOR
WILLIAMS, M.D.
PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS LLP AS LABORATORY CORPORATION
OF AMERICA HOLDINGS' INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2009.
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: MCKESSON CORPORATION
TICKER: MCK CUSIP: 58155Q103
MEETING DATE: 7/23/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: ELECTION OF DIRECTOR: ANDY D. BRYANT ISSUER YES FOR FOR
PROPOSAL #1B: ELECTION OF DIRECTOR: WAYNE A. BUDD ISSUER YES FOR FOR
PROPOSAL #1C: ELECTION OF DIRECTOR: JOHN H. HAMMERGREN ISSUER YES FOR FOR
PROPOSAL #1D: ELECTION OF DIRECTOR: ALTON F. IRBY III ISSUER YES FOR FOR
PROPOSAL #1E: ELECTION OF DIRECTOR: M. CHRISTINE ISSUER YES FOR FOR
JACOBS
PROPOSAL #1F: ELECTION OF DIRECTOR: MARIE L. KNOWLES ISSUER YES FOR FOR
PROPOSAL #1G: ELECTION OF DIRECTOR: DAVID M. ISSUER YES FOR FOR
LAWRENCE, M.D.
PROPOSAL #1H: ELECTION OF DIRECTOR: EDWARD A. MUELLER ISSUER YES FOR FOR
PROPOSAL #1I: ELECTION OF DIRECTOR: JAMES V. NAPIER ISSUER YES FOR FOR
PROPOSAL #1J: ELECTION OF DIRECTOR: JANE E. SHAW ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF ISSUER YES FOR FOR
DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING MARCH 31, 2009.
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: MEDTRONIC, INC.
TICKER: MDT CUSIP: 585055106
MEETING DATE: 8/21/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: VICTOR J. DZAU, M.D. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM A. HAWKINS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: SHIRLEY A. JACKSON, PHD ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DENISE M. O'LEARY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JEAN-PIERRE ROSSO ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JACK W. SCHULER ISSUER YES FOR FOR
PROPOSAL #02: TO RATIFY THE APPOINTMENT OF ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS LLP AS MEDTRONIC'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM.
PROPOSAL #03: TO APPROVE THE MEDTRONIC, INC. 2008 ISSUER YES FOR FOR
STOCK AWARD AND INCENTIVE PLAN.
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: MERCK & CO., INC.
TICKER: MRK CUSIP: 589331107
MEETING DATE: 4/28/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: ELECTION OF DIRECTOR: LESLIE A. BRUN ISSUER YES FOR FOR
PROPOSAL #1B: ELECTION OF DIRECTOR: THOMAS R. CECH, ISSUER YES FOR FOR
PH.D.
PROPOSAL #1C: ELECTION OF DIRECTOR: RICHARD T. CLARK ISSUER YES FOR FOR
PROPOSAL #1D: ELECTION OF DIRECTOR: THOMAS H. GLOCER ISSUER YES FOR FOR
PROPOSAL #1E: ELECTION OF DIRECTOR: STEVEN F. ISSUER YES FOR FOR
GOLDSTONE
PROPOSAL #1F: ELECTION OF DIRECTOR: WILLIAM B. ISSUER YES FOR FOR
HARRISON, JR.
PROPOSAL #1G: ELECTION OF DIRECTOR: HARRY R. ISSUER YES FOR FOR
JACOBSON, M.D.
PROPOSAL #1H: ELECTION OF DIRECTOR: WILLIAM N. ISSUER YES FOR FOR
KELLEY, M.D.
PROPOSAL #1I: ELECTION OF DIRECTOR: ROCHELLE B. ISSUER YES FOR FOR
LAZARUS
PROPOSAL #1J: ELECTION OF DIRECTOR: CARLOS E. REPRESAS ISSUER YES FOR FOR
PROPOSAL #1K: ELECTION OF DIRECTOR: THOMAS E. SHENK, ISSUER YES FOR FOR
PH.D.
PROPOSAL #1L: ELECTION OF DIRECTOR: ANNE M. TATLOCK ISSUER YES FOR FOR
PROPOSAL #1M: ELECTION OF DIRECTOR: SAMUEL O. THIER, ISSUER YES FOR FOR
M.D.
PROPOSAL #1N: ELECTION OF DIRECTOR: WENDELL P. WEEKS ISSUER YES FOR FOR
PROPOSAL #1O: ELECTION OF DIRECTOR: PETER C. WENDELL ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF THE ISSUER YES FOR FOR
COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR 2009
PROPOSAL #03: PROPOSAL TO AMEND THE RESTATED ISSUER YES FOR FOR
CERTIFICATE OF INCORPORATION TO LIMIT THE SIZE OF THE
BOARD TO NO MORE THAN 18 DIRECTORS
PROPOSAL #04: STOCKHOLDER PROPOSAL CONCERNING SPECIAL SHAREHOLDER YES AGAINST FOR
SHAREHOLDER MEETINGS
PROPOSAL #05: STOCKHOLDER PROPOSAL CONCERNING AN SHAREHOLDER YES AGAINST FOR
INDEPENDENT LEAD DIRECTOR
PROPOSAL #06: STOCKHOLDER PROPOSAL CONCERNING AN SHAREHOLDER YES AGAINST FOR
ADVISORY VOTE ON EXECUTIVE COMPENSATION
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: MITSUBISHI TANABE PHARMA CORPORATION
TICKER: N/A CUSIP: J4448H104
MEETING DATE: 6/19/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Approve Appropriation of Retained ISSUER YES FOR FOR
Earnings
PROPOSAL #2.: Amend Articles to: Approve Minor ISSUER YES FOR FOR
Revisions Related to Dematerialization of Shares and
the other Updated Laws and Regulations, Allow Board
to Make Rules Governing Exercise of Shareholders'
PROPOSAL #3.1: Appoint a Director ISSUER YES FOR FOR
PROPOSAL #3.2: Appoint a Director ISSUER YES FOR FOR
PROPOSAL #3.3: Appoint a Director ISSUER YES FOR FOR
PROPOSAL #3.4: Appoint a Director ISSUER YES FOR FOR
PROPOSAL #3.5: Appoint a Director ISSUER YES FOR FOR
PROPOSAL #3.6: Appoint a Director ISSUER YES FOR FOR
PROPOSAL #3.7: Appoint a Director ISSUER YES FOR FOR
PROPOSAL #3.8: Appoint a Director ISSUER YES FOR FOR
PROPOSAL #4.: Appoint a Corporate Auditor ISSUER YES FOR FOR
PROPOSAL #5.: Appoint a Substitute Corporate Auditor ISSUER YES AGAINST AGAINST
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: NOVARTIS AG
TICKER: N/A CUSIP: H5820Q150
MEETING DATE: 2/24/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Approve the annual report, the ISSUER YES FOR FOR
financial statements of Novartis AG and the Group
consolidated financial statements for the business
PROPOSAL #2.: Grant discharge, from liability, to the ISSUER YES FOR FOR
Members of the Board of Directors and the Executive
Committee for their activities during the business
year 2008
PROPOSAL #3.: Approve the appropriation of the ISSUER YES FOR FOR
available earnings as per the balance sheet and
declaration of dividend as follows: dividend: CHF
4,906,210,030 and balance to be carried forward: CHF
9,376,005,541; payment will be made with effect from
27 FEB 2009
PROPOSAL #4.: Approve to cancel 6,000,000 shares ISSUER YES FOR FOR
repurchased under the 6th Share Repurchase Program
and to reduce the share capital accordingly by CHF
3,000,000 from CHF 1,321,811,500 to CHF
1,318,811,500; and amend Article 4 of the Articles of
Incorporation as specified
PROPOSAL #5.1: PLEASE NOTE THAT THIS IS A ISSUER YES FOR AGAINST
SHAREHOLDERS' PROPOSAL: Amend Articles 18 and 25 of
the Articles of Incorporation as specified
PROPOSAL #5.2: Amend Article 2 Paragraph 3 of the ISSUER YES FOR FOR
Articles of Incorporation as specified
PROPOSAL #5.3: Amend Articles 18 and 28 of the ISSUER YES FOR FOR
Articles of Incorporation as specified
PROPOSAL #6.1: Acknowledge that, at this AGM, Prof. ISSUER NO N/A N/A
Peter Burckhardt M.D. is resigning from the Board of
Directors, having reached the age limit, at his own
wish and Prof. William W. George is also resigning
from the Board of Directors
PROPOSAL #6.2.A: Re-elect Prof. Srikant M. Datar, ISSUER YES FOR FOR
Ph.D, to the Board of Directors, for a 3 year term
PROPOSAL #6.2.B: Re-elect Mr. Andreas Von Planta, ISSUER YES FOR FOR
Ph.D, to the Board of Directors, for a 3 year term
PROPOSAL #6.2.C: Re-elect Dr.-Ing. Wendelin ISSUER YES FOR FOR
Wiedeking, to the Board of Directors, for a 3 year
PROPOSAL #6.2.D: Re-elect Prof. Rolf. M. Zinkernagel, ISSUER YES FOR FOR
M.D, to the Board of Directors, for a 3 year term
PROPOSAL #6.3: Elect Prof. William Brody, M.D, Ph.D, ISSUER YES FOR FOR
to the Board of Directors, for a 3 year term
PROPOSAL #7.: Appoint PricewaterhouseCoopers AG, as ISSUER YES FOR FOR
the Auditors of Novartis AG, for a further year
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: NOVO-NORDISK A/S (VORMALS NOVO INDUSTRI A/S)
TICKER: N/A CUSIP: K7314N152
MEETING DATE: 3/18/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Approve the Board of Director's oral ISSUER NO N/A N/A
report on the Company's activities in the past FY
PROPOSAL #2.: Approve the presentation and adopt the ISSUER NO N/A N/A
audited annual report 2008
PROPOSAL #3.: Approve the remuneration of the Board ISSUER NO N/A N/A
of Directors
PROPOSAL #4.: Approve a dividend of DKK 6.00 for 2008 ISSUER NO N/A N/A
for each Novo Nordisk B share of DKK 1 and for each
Novo Nordisk A share of DKK 1, and that no dividend
will be paid on the Company's holding of own shares
PROPOSAL #5.1: Re-elect Mr. Sten Scheibye as a Member ISSUER NO N/A N/A
of the Board of Directors
PROPOSAL #5.2: Re-elect Mr. Goran A. Ando as a Member ISSUER NO N/A N/A
of the Board of Directors
PROPOSAL #5.3: Re-elect Mr. Henrik Gurtler as a ISSUER NO N/A N/A
Member of the Board of Directors
PROPOSAL #5.4: Re-elect Mr. Pamela J. Kirby as a ISSUER NO N/A N/A
Member of the Board of Directors
PROPOSAL #5.5: Re-elect Mr. Kurt Anker Nielsen as a ISSUER NO N/A N/A
Member of the Board of Directors
PROPOSAL #5.6: Re-elect Mr. Hannu Ryopponen as a ISSUER NO N/A N/A
Member of the Board of Directors
PROPOSAL #5.7: Elect Mr. Jorgen Wedel as the Member ISSUER NO N/A N/A
of the Board of Directors
PROPOSAL #6.: Re-elect PricewaterhouseCoopers as the ISSUER NO N/A N/A
Auditors
PROPOSAL #7.1: Approve to reduce the Company's B ISSUER NO N/A N/A
share capital from DKK 526,512,800 to DKK 512,512,800
by cancellation of 14,000,000 B shares of DKK 1 each
from the Company's own holdings of B shares at a
nominal value of DKK 14,000,000, equal to 2.2% of the
total share capital, after the implementation of the
share capital reduction, the Company's share capital
will amount to DKK 620,000,000 divided into A share
capital of DKK 107,487,200 and B share capital of DKK
512,512,800
PROPOSAL #7.2: Authorize the Board of Directors, ISSUER NO N/A N/A
until the next AGM, to allow the Company to acquire
own shares of up to 10% of the share capital and at
the price quoted at the time of the purchase with a
deviation of up to 10%, CF. Article 48 of the Danish
Public Limited Companies Act
PROPOSAL #7.3.1: Amend the Article 5.4 of the ISSUER NO N/A N/A
Articles of Association as specified
PROPOSAL #7.3.2: Amend the Article 6.3 of the ISSUER NO N/A N/A
Articles of Association as specified
PROPOSAL #7.3.3: Amend the Article 6.4 of the ISSUER NO N/A N/A
Articles of Association as specified
PROPOSAL #7.3.4: Amend the Articles 8.2 and 11.10 of ISSUER NO N/A N/A
the Articles of Association as specified
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ONO PHARMACEUTICAL CO.,LTD.
TICKER: N/A CUSIP: J61546115
MEETING DATE: 6/26/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: Approve Appropriation of Profits ISSUER YES FOR FOR
PROPOSAL #2: Amend Articles to: Approve Minor ISSUER YES FOR FOR
Revisions Related to Dematerialization of Shares and
the other Updated Laws and Regulations, Reduce Term
of Office of Directors to One Year
PROPOSAL #3.1: Appoint a Director ISSUER YES FOR FOR
PROPOSAL #3.2: Appoint a Director ISSUER YES FOR FOR
PROPOSAL #3.3: Appoint a Director ISSUER YES FOR FOR
PROPOSAL #3.4: Appoint a Director ISSUER YES FOR FOR
PROPOSAL #3.5: Appoint a Director ISSUER YES FOR FOR
PROPOSAL #3.6: Appoint a Director ISSUER YES FOR FOR
PROPOSAL #3.7: Appoint a Director ISSUER YES FOR FOR
PROPOSAL #3.8: Appoint a Director ISSUER YES FOR FOR
PROPOSAL #3.9: Appoint a Director ISSUER YES FOR FOR
PROPOSAL #3.10: Appoint a Director ISSUER YES FOR FOR
PROPOSAL #3.11: Appoint a Director ISSUER YES FOR FOR
PROPOSAL #4: Approve Payment of Bonuses to Directors ISSUER YES FOR FOR
and Corporate Auditors
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ONYX PHARMACEUTICALS, INC.
TICKER: ONXX CUSIP: 683399109
MEETING DATE: 5/26/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: PAUL GODDARD, PH.D. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: A.J. GRILLO-LOPEZ, M.D. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WENDELL WIERENGA, PH.D. ISSUER YES FOR FOR
PROPOSAL #02: TO APPROVE AN AMENDMENT TO THE ISSUER YES FOR FOR
COMPANY'S 2005 EQUITY INCENTIVE PLAN TO, AMONG OTHER
THINGS, INCREASE THE AGGREGATE NUMBER OF SHARES OF
COMMON STOCK AUTHORIZED FOR ISSUANCE UNDER THE PLAN
BY 2,000,000 SHARES.
PROPOSAL #03: TO RATIFY THE SELECTION BY THE AUDIT ISSUER YES FOR FOR
COMMITTEE OF THE BOARD OF DIRECTORS OF ERNST & YOUNG
LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2009.
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: OSI PHARMACEUTICALS, INC.
TICKER: OSIP CUSIP: 671040103
MEETING DATE: 6/17/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: ROBERT A. INGRAM ISSUER YES FOR FOR
ELECTION OF DIRECTOR: COLIN GODDARD, PH.D. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: SANTO J. COSTA ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOSEPH KLEIN, III ISSUER YES FOR FOR
ELECTION OF DIRECTOR: KENNETH B. LEE, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: VIREN MEHTA ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DAVID W. NIEMIEC ISSUER YES FOR FOR
ELECTION OF DIRECTOR: H.M. PINEDO, MD, PH.D. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: KATHARINE B. STEVENSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN P. WHITE ISSUER YES FOR FOR
PROPOSAL #02: PROPOSAL TO RATIFY THE APPOINTMENT OF ISSUER YES FOR FOR
KPMG LLP AS THE INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM OF THE CORPORATION FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2009.
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: OWENS & MINOR, INC.
TICKER: OMI CUSIP: 690732102
MEETING DATE: 4/24/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: JOHN T. CROTTY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RICHARD E. FOGG ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAMES E. ROGERS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAMES E. UKROP ISSUER YES FOR FOR
PROPOSAL #2: RATIFICATION OF KPMG LLP AS THE ISSUER YES FOR FOR
COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: PALL CORPORATION
TICKER: PLL CUSIP: 696429307
MEETING DATE: 11/19/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: CHERYL W. GRISE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ULRIC S. HAYNES, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RONALD L. HOFFMAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: EDWIN W. MARTIN, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: KATHARINE L. PLOURDE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: HEYWOOD SHELLEY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: EDWARD TRAVAGLIANTI ISSUER YES FOR FOR
PROPOSAL #02: PROPOSAL TO RATIFY THE APPOINTMENT OF ISSUER YES FOR FOR
THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
PROPOSAL #03: PROPOSAL TO AMEND THE PALL CORPORATION ISSUER YES FOR FOR
MANAGEMENT STOCK PURCHASE PLAN TO INCREASE THE NUMBER
OF SHARES.
PROPOSAL #04: PROPOSAL TO AMEND THE PALL CORPORATION ISSUER YES FOR FOR
2005 STOCK COMPENSATION PLAN TO INCREASE THE NUMBER
OF SHARES.
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: PAREXEL INTERNATIONAL CORPORATION
TICKER: PRXL CUSIP: 699462107
MEETING DATE: 12/11/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: PATRICK J. FORTUNE* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ELLEN M. ZANE* ISSUER YES FOR FOR
PROPOSAL #02: TO RATIFY THE SELECTION OF ERNST & ISSUER YES FOR FOR
YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
JUNE 30, 2009.
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: PERRIGO COMPANY
TICKER: PRGO CUSIP: 714290103
MEETING DATE: 11/4/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: MOSHE ARKIN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GARY K. KUNKLE, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: HERMAN MORRIS, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: BEN-ZION ZILBERFARB ISSUER YES FOR FOR
PROPOSAL #02: APPROVAL OF THE PROPOSED ANNUAL ISSUER YES FOR FOR
INCENTIVE PLAN.
PROPOSAL #03: APPROVAL OF THE PROPOSED AMENDMENT AND ISSUER YES FOR FOR
RESTATEMENT OF THE 2003 LONG-TERM INCENTIVE PLAN.
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: PFIZER INC.
TICKER: PFE CUSIP: 717081103
MEETING DATE: 4/23/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: ELECTION OF DIRECTOR: DENNIS A. AUSIELLO ISSUER YES FOR FOR
PROPOSAL #1B: ELECTION OF DIRECTOR: MICHAEL S. BROWN ISSUER YES FOR FOR
PROPOSAL #1C: ELECTION OF DIRECTOR: M. ANTHONY BURNS ISSUER YES FOR FOR
PROPOSAL #1D: ELECTION OF DIRECTOR: ROBERT N. BURT ISSUER YES FOR FOR
PROPOSAL #1E: ELECTION OF DIRECTOR: W. DON CORNWELL ISSUER YES FOR FOR
PROPOSAL #1F: ELECTION OF DIRECTOR: WILLIAM H. GRAY, ISSUER YES FOR FOR
III
PROPOSAL #1G: ELECTION OF DIRECTOR: CONSTANCE J. ISSUER YES FOR FOR
HORNER
PROPOSAL #1H: ELECTION OF DIRECTOR: JAMES M. KILTS ISSUER YES FOR FOR
PROPOSAL #1I: ELECTION OF DIRECTOR: JEFFREY B. KINDLER ISSUER YES FOR FOR
PROPOSAL #1J: ELECTION OF DIRECTOR: GEORGE A. LORCH ISSUER YES FOR FOR
PROPOSAL #1K: ELECTION OF DIRECTOR: DANA G. MEAD ISSUER YES FOR FOR
PROPOSAL #1L: ELECTION OF DIRECTOR: SUZANNE NORA ISSUER YES FOR FOR
JOHNSON
PROPOSAL #1M: ELECTION OF DIRECTOR: STEPHEN W. SANGER ISSUER YES FOR FOR
PROPOSAL #1N: ELECTION OF DIRECTOR: WILLIAM C. ISSUER YES FOR FOR
STEERE, JR.
PROPOSAL #02: PROPOSAL TO RATIFY THE SELECTION OF ISSUER YES FOR FOR
KPMG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR 2009.
PROPOSAL #03: PROPOSAL TO APPROVE THE PFIZER INC. ISSUER YES FOR FOR
2004 STOCK PLAN, AS AMENDED AND RESTATED.
PROPOSAL #04: SHAREHOLDER PROPOSAL REGARDING STOCK SHAREHOLDER YES AGAINST FOR
OPTIONS.
PROPOSAL #05: SHAREHOLDER PROPOSAL REGARDING ADVISORY SHAREHOLDER YES AGAINST FOR
VOTE ON EXECUTIVE COMPENSATION.
PROPOSAL #06: SHAREHOLDER PROPOSAL REGARDING SHAREHOLDER YES AGAINST FOR
CUMULATIVE VOTING.
PROPOSAL #07: SHAREHOLDER PROPOSAL REGARDING SPECIAL SHAREHOLDER YES AGAINST FOR
SHAREHOLDER MEETINGS.
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: QUEST DIAGNOSTICS INCORPORATED
TICKER: DGX CUSIP: 74834L100
MEETING DATE: 5/14/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: ELECTION OF DIRECTOR: JENNE K. BRITELL, ISSUER YES FOR FOR
PH.D.
PROPOSAL #1B: ELECTION OF DIRECTOR: GAIL R. WILENSKY, ISSUER YES FOR FOR
PH.D.
PROPOSAL #1C: ELECTION OF DIRECTOR: JOHN B. ZIEGLER ISSUER YES FOR FOR
PROPOSAL #02: TO APPROVE AMENDMENTS TO THE EMPLOYEE ISSUER YES FOR FOR
LONG-TERM INCENTIVE PLAN
PROPOSAL #03: TO APPROVE AMENDMENTS TO THE LONG-TERM ISSUER YES FOR FOR
INCENTIVE PLAN FOR NON-EMPLOYEE DIRECTORS
PROPOSAL #04: TO RATIFY THE APPOINTMENT OF ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2009
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ROCHE HLDG LTD
TICKER: N/A CUSIP: H69293217
MEETING DATE: 3/10/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: The Board of Directors proposes that ISSUER NO N/A N/A
the annual report, annual financial statements and
consolidated financial statements for 2008 be approved
PROPOSAL #1.2: The Board of Directors proposes that ISSUER NO N/A N/A
the remuneration report be approved; this vote is
purely consultative
PROPOSAL #2.: Ratification of the Board of Directors ISSUER NO N/A N/A
action
PROPOSAL #3.: Approve the allocation of income and ISSUER NO N/A N/A
dividends of CHF 5.00 per share
PROPOSAL #4.1: Re-election of Prof. Sir John Bell to ISSUER NO N/A N/A
the Board for a term of 3 years as provided by the
Articles of Incorporation
PROPOSAL #4.2: Re-election of Mr. Andre Hoffmann to ISSUER NO N/A N/A
the Board for a term of 3 years as provided by the
Articles of Incorporation
PROPOSAL #4.3: Re-election of Dr. Franz B. Humer to ISSUER NO N/A N/A
the Board for a term of 3 years as provided by the
Articles of Incorporation
PROPOSAL #5.: Election of Statutory Auditors, the ISSUER NO N/A N/A
Board of Directors proposes that KPMG Ltd., be
elected as Statutory Auditors for the 2009 FY
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ROCHE HLDG LTD
TICKER: N/A CUSIP: H69293225
MEETING DATE: 3/10/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: Approve the annual report, annual ISSUER NO N/A N/A
financial statements and consolidated financial
statements for 2008
PROPOSAL #1.2: Approve the remuneration report as ISSUER NO N/A N/A
specified
PROPOSAL #2.: Ratify the Board of Directors actions ISSUER NO N/A N/A
PROPOSAL #3.: Approve to vote on the appropriation of ISSUER NO N/A N/A
available earnings
PROPOSAL #4.1: Re-elect Prof. Sir John Bell as a ISSUER NO N/A N/A
Director
PROPOSAL #4.2: Re-elect Mr. Andre Hoffmann as a ISSUER NO N/A N/A
Director
PROPOSAL #4.3: Re-elect Dr. Franz B. Humer as a ISSUER NO N/A N/A
Director
PROPOSAL #5.: Elect the Statutory Auditors ISSUER NO N/A N/A
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: SANOFI-AVENTIS
TICKER: N/A CUSIP: F5548N101
MEETING DATE: 4/17/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: Approve the financial statements and ISSUER YES FOR FOR
statutory reports
PROPOSAL #O.2: Receive the consolidated financial ISSUER YES FOR FOR
statements and statutory reports
PROPOSAL #O.3: Approve the allocation of income and ISSUER YES FOR FOR
dividends of EUR 2.20 per share
PROPOSAL #O.4: Ratify the appointment of Mr. Chris ISSUER YES FOR FOR
Viehbacher as a Director
PROPOSAL #O.5: Approve the Auditors' special report ISSUER YES AGAINST AGAINST
regarding related-party transactions
PROPOSAL #O.6: Approve the transaction with Mr. Chris ISSUER YES AGAINST AGAINST
Viehbacher regarding Severance Payments
PROPOSAL #O.7: Grant authority for the repurchase of ISSUER YES FOR FOR
up to 10% of issued share capital
PROPOSAL #E.8: Grant authority for the issuance of ISSUER YES FOR FOR
equity or equity-linked securities with preemptive
rights up to aggregate nominal amount of EUR 1.3
billion
PROPOSAL #E.9: Grant authority for the issuance of ISSUER YES FOR FOR
equity or equity-linked securities without preemptive
rights up to aggregate nominal amount of EUR 500
million
PROPOSAL #E.10: Grant authority for the capital ISSUER YES FOR FOR
increase of up to 10% of issued capital for future
acquisitions
PROPOSAL #E.11: Authorize the Board to increase ISSUER YES FOR FOR
capital in the event of additional demand related to
delegation submitted to shareholder vote above
PROPOSAL #E.12: Grant authority for the ISSUER YES FOR FOR
capitalization of reserves of up to EUR 500 million
for bonus issue or increase in par value
PROPOSAL #E.13: Approve the Employee Stock Purchase ISSUER YES FOR FOR
Plan
PROPOSAL #E.14: Grant authority for the use of up to ISSUER YES AGAINST AGAINST
2.5% of issued capital in the Stock Option Plan
PROPOSAL #E.15: Grant authority for the use of up to ISSUER YES AGAINST AGAINST
1.0% of issued capital in the Restricted Stock Plan
PROPOSAL #E.16: Approve the reduction in share ISSUER YES FOR FOR
capital via cancellation of repurchased shares
PROPOSAL #E.17: Amend Article 15 of the Bylaws ISSUER YES FOR FOR
regarding the Audit Committee
PROPOSAL #E.18: Grant authority for the filing of ISSUER YES FOR FOR
required documents/other formalities
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: SCHERING-PLOUGH CORPORATION
TICKER: SGP CUSIP: 806605101
MEETING DATE: 5/18/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: THOMAS J. COLLIGAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: FRED HASSAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: C. ROBERT KIDDER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: EUGENE R. MCGRATH ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ANTONIO M. PEREZ ISSUER YES FOR FOR
ELECTION OF DIRECTOR: PATRICIA F. RUSSO ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JACK L. STAHL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CRAIG B. THOMPSON, M.D. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: KATHRYN C. TURNER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT F.W. VAN OORDT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ARTHUR F. WEINBACH ISSUER YES FOR FOR
PROPOSAL #02: RATIFY THE DESIGNATION OF DELOITTE & ISSUER YES FOR FOR
TOUCHE LLP AS AUDITOR FOR 2009.
PROPOSAL #03: SHAREHOLDER PROPOSAL RE CUMULATIVE SHAREHOLDER YES AGAINST FOR
VOTING.
PROPOSAL #04: SHAREHOLDER PROPOSAL RE CALLING SPECIAL SHAREHOLDER YES AGAINST FOR
MEETING.
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: SEPRACOR INC.
TICKER: SEPR CUSIP: 817315104
MEETING DATE: 5/14/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: ROBERT J. CRESCI ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAMES F. MRAZEK ISSUER YES FOR FOR
PROPOSAL #02: TO APPROVE THE ADOPTION OF SEPRACOR'S ISSUER YES FOR FOR
2009 STOCK INCENTIVE PLAN.
PROPOSAL #03: TO APPROVE AN AMENDMENT TO SEPRACOR'S ISSUER YES FOR FOR
1998 EMPLOYEE STOCK PURCHASE PLAN, OR 1998 ESPP,
INCREASING FROM 1,900,000 TO 2,900,000 THE NUMBER OF
SHARES OF SEPRACOR COMMON STOCK RESERVED FOR ISSUANCE
UNDER THE 1998 ESPP.
PROPOSAL #04: TO RATIFY THE SELECTION OF ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS LLP AS SEPRACOR'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE CURRENT
FISCAL YEAR.
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: SHIONOGI & CO.,LTD.
TICKER: N/A CUSIP: J74229105
MEETING DATE: 6/25/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Approve Appropriation of Retained ISSUER YES FOR FOR
Earnings
PROPOSAL #2.: Amend Articles to: Approve Minor ISSUER YES FOR FOR
Revisions Related to Dematerialization of Shares and
the Other Updated Laws and Regulations, Adopt
Reduction of Liability System for Outside Directors
PROPOSAL #3.1: Appoint a Director ISSUER YES FOR FOR
PROPOSAL #3.2: Appoint a Director ISSUER YES FOR FOR
PROPOSAL #3.3: Appoint a Director ISSUER YES FOR FOR
PROPOSAL #3.4: Appoint a Director ISSUER YES FOR FOR
PROPOSAL #3.5: Appoint a Director ISSUER YES FOR FOR
PROPOSAL #3.6: Appoint a Director ISSUER YES FOR FOR
PROPOSAL #4.: Appoint a Corporate Auditor ISSUER YES AGAINST AGAINST
PROPOSAL #5.: Approve Payment of Bonuses to Directors ISSUER YES FOR FOR
PROPOSAL #6.: Presentation of Retirement Benefits to ISSUER YES FOR FOR
a Retiring Director and Reelected Directors since
Abolishment of Retirement Benefit Systems
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: SIGMA-ALDRICH CORPORATION
TICKER: SIAL CUSIP: 826552101
MEETING DATE: 5/5/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: REBECCA M. BERGMAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DAVID R. HARVEY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: W. LEE MCCOLLUM ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAI P. NAGARKATTI ISSUER YES FOR FOR
ELECTION OF DIRECTOR: AVI M. NASH ISSUER YES FOR FOR
ELECTION OF DIRECTOR: STEVEN M. PAUL ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: J. PEDRO REINHARD ISSUER YES FOR FOR
ELECTION OF DIRECTOR: TIMOTHY R.G. SEAR ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: D. DEAN SPATZ ISSUER YES FOR FOR
ELECTION OF DIRECTOR: BARRETT A. TOAN ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF KPMG ISSUER YES FOR FOR
LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTANT FOR 2009.
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ST. JUDE MEDICAL, INC.
TICKER: STJ CUSIP: 790849103
MEETING DATE: 5/8/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: JOHN W. BROWN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DANIEL J. STARKS ISSUER YES FOR FOR
PROPOSAL #02: TO APPROVE THE ST. JUDE MEDICAL, INC. ISSUER YES FOR FOR
MANAGEMENT INCENTIVE COMPENSATION PLAN.
PROPOSAL #03: TO RATIFY THE APPOINTMENT OF ERNST & ISSUER YES FOR FOR
YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR 2009.
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: STERIS CORPORATION
TICKER: STE CUSIP: 859152100
MEETING DATE: 7/24/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: RICHARD C. BREEDEN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CYNTHIA L. FELDMANN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT H. FIELDS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JACQUELINE B. KOSECOFF ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RAYMOND A. LANCASTER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: KEVIN M. MCMULLEN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J.B. RICHEY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WALTER M ROSEBROUGH JR ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MOHSEN M. SOHI ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN P. WAREHAM ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LOYAL W. WILSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MICHAEL B. WOOD ISSUER YES FOR FOR
PROPOSAL #02: RATIFYING THE APPOINTMENT OF ERNST & ISSUER YES FOR FOR
YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
MARCH 31, 2009.
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: TAKEDA PHARMACEUTICAL COMPANY LIMITED
TICKER: N/A CUSIP: J8129E108
MEETING DATE: 6/25/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Approve Appropriation of Retained ISSUER YES FOR FOR
Earnings
PROPOSAL #2.: Amend Articles to: Approve Minor ISSUER YES FOR FOR
Revisions Related to Dematerialization of Shares and
the Other Updated Laws and Regulations
PROPOSAL #3.1: Appoint a Director ISSUER YES FOR FOR
PROPOSAL #3.2: Appoint a Director ISSUER YES FOR FOR
PROPOSAL #3.3: Appoint a Director ISSUER YES FOR FOR
PROPOSAL #3.4: Appoint a Director ISSUER YES FOR FOR
PROPOSAL #3.5: Appoint a Director ISSUER YES FOR FOR
PROPOSAL #3.6: Appoint a Director ISSUER YES FOR FOR
PROPOSAL #4.1: Appoint a Corporate Auditor ISSUER YES AGAINST AGAINST
PROPOSAL #4.2: Appoint a Corporate Auditor ISSUER YES FOR FOR
PROPOSAL #5.: Approve Payment of Bonuses to Directors ISSUER YES FOR FOR
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: TERUMO CORPORATION
TICKER: N/A CUSIP: J83173104
MEETING DATE: 6/19/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: Approve Appropriation of Profits ISSUER YES FOR FOR
PROPOSAL #2: Amend Articles to: Approve Minor ISSUER YES FOR FOR
Revisions Related to Dematerialization of Shares and
the other Updated Laws and Regulations
PROPOSAL #3.1: Appoint a Director ISSUER YES FOR FOR
PROPOSAL #3.2: Appoint a Director ISSUER YES FOR FOR
PROPOSAL #3.3: Appoint a Director ISSUER YES FOR FOR
PROPOSAL #3.4: Appoint a Director ISSUER YES FOR FOR
PROPOSAL #3.5: Appoint a Director ISSUER YES FOR FOR
PROPOSAL #3.6: Appoint a Director ISSUER YES FOR FOR
PROPOSAL #3.7: Appoint a Director ISSUER YES FOR FOR
PROPOSAL #3.8: Appoint a Director ISSUER YES FOR FOR
PROPOSAL #3.9: Appoint a Director ISSUER YES FOR FOR
PROPOSAL #3.10: Appoint a Director ISSUER YES FOR FOR
PROPOSAL #3.11: Appoint a Director ISSUER YES FOR FOR
PROPOSAL #3.12: Appoint a Director ISSUER YES FOR FOR
PROPOSAL #3.13: Appoint a Director ISSUER YES FOR FOR
PROPOSAL #3.14: Appoint a Director ISSUER YES FOR FOR
PROPOSAL #4: Appoint a Corporate Auditor ISSUER YES FOR FOR
PROPOSAL #5: Appoint a Substitute Corporate Auditor ISSUER YES FOR FOR
PROPOSAL #6: Approve Payment of Bonuses to Directors ISSUER YES FOR FOR
and Corporate Auditors
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: UCB SA, BRUXELLES
TICKER: N/A CUSIP: B93562120
MEETING DATE: 4/30/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Amend, in accordance with Article 526 ISSUER NO N/A N/A
bis of the Companies Code, Article 20 of the Articles
of Association as specified
PROPOSAL #2.: Amend, in accordance with Article 18 of ISSUER NO N/A N/A
the law of 02 MAY 2007 [Transparency Lat], Article
38 of the Articles of Association as specified
PROPOSAL #3.: Grant all necessary powers, including ISSUER NO N/A N/A
the right to delegate such powers, to various persons
for the purpose of drawing up the final version of
the Articles of Association
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: UCB SA, BRUXELLES
TICKER: N/A CUSIP: B93562120
MEETING DATE: 4/30/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: Receive the Directors report ISSUER NO N/A N/A
PROPOSAL #O.2: Receive the Auditors report ISSUER NO N/A N/A
PROPOSAL #O.3: Approve the financial statements and ISSUER NO N/A N/A
allocation of income
PROPOSAL #O.4: Approve to discharge the Directors ISSUER NO N/A N/A
PROPOSAL #O.5: Approve to discharge the Auditors ISSUER NO N/A N/A
PROPOSAL #O.6.1: Re-elect Mr. Karel Boone as an ISSUER NO N/A N/A
Independent Director
PROPOSAL #O.6.2: Re-elect Mr. Gaetan Van De Werve as ISSUER NO N/A N/A
a Director
PROPOSAL #O.6.3: Ratify the PricewaterhouseCoopers as ISSUER NO N/A N/A
the Auditors and approve the Auditors remuneration
PROPOSAL #E.7: Authorize the Board of Directors to ISSUER NO N/A N/A
allocate a number of 278,000 to 450,000 maximum free
shares; of which 200,000 maximum to personal of the
leadership team in 2009, namely to about 45
individuals, according to allocation criteria linked
to the level of responsibility of those concerned;
the allocations of these free shares will take place
on completion of the condition that the interested
parties remain employed within the UCB Group for a
period of at least 3 years after the grant of awards;
of which 250,000 maximum to employees Members of the
Leadership Team qualifying for the Performance Share
Plan and for which payout will occur after a three
year vesting period and will vary from 0% to 150% of
the granted amount depending on the level of
achievement of the performance conditions at the
moment of grant
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: UNITED THERAPEUTICS CORPORATION
TICKER: UTHR CUSIP: 91307C102
MEETING DATE: 6/26/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: RAY KURZWEIL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MARTINE ROTHBLATT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LOUIS SULLIVAN ISSUER YES WITHHOLD AGAINST
PROPOSAL #02: VOTE TO RATIFY ERNST & YOUNG LLP AS ISSUER YES FOR FOR
UNITED THERAPEUTICS CORPORATION'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2009
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: UNITEDHEALTH GROUP INCORPORATED
TICKER: UNH CUSIP: 91324P102
MEETING DATE: 6/2/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: ELECTION OF DIRECTOR: WILLIAM C. ISSUER YES FOR FOR
BALLARD, JR.
PROPOSAL #1B: ELECTION OF DIRECTOR: RICHARD T. BURKE ISSUER YES FOR FOR
PROPOSAL #1C: ELECTION OF DIRECTOR: ROBERT J. DARRETTA ISSUER YES FOR FOR
PROPOSAL #1D: ELECTION OF DIRECTOR: STEPHEN J. HEMSLEY ISSUER YES FOR FOR
PROPOSAL #1E: ELECTION OF DIRECTOR: MICHELE J. HOOPER ISSUER YES FOR FOR
PROPOSAL #1F: ELECTION OF DIRECTOR: DOUGLAS W. ISSUER YES FOR FOR
LEATHERDALE
PROPOSAL #1G: ELECTION OF DIRECTOR: GLENN M. RENWICK ISSUER YES FOR FOR
PROPOSAL #1H: ELECTION OF DIRECTOR: KENNETH I. SHINE, ISSUER YES FOR FOR
M.D.
PROPOSAL #1I: ELECTION OF DIRECTOR: GAIL R. WILENSKY, ISSUER YES FOR FOR
PH.D.
PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF ISSUER YES FOR FOR
DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2009.
PROPOSAL #03: SHAREHOLDER PROPOSAL CONCERNING SHAREHOLDER YES AGAINST FOR
ADVISORY VOTE ON EXECUTIVE COMPENSATION.
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: UNIVERSAL HEALTH SERVICES, INC.
TICKER: UHS CUSIP: 913903100
MEETING DATE: 5/20/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: DISCRETIONARY AUTHORITY IS HEREBY ISSUER YES AGAINST AGAINST
GRANTED WITH RESPECT TO SUCH OTHER MATTERS AS MAY
PROPERLY COME BEFORE THE MEETING.
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: VERTEX PHARMACEUTICALS INCORPORATED
TICKER: VRTX CUSIP: 92532F100
MEETING DATE: 5/14/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: ROGER W. BRIMBLECOMBE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: BRUCE I. SACHS ISSUER YES FOR FOR
PROPOSAL #02: THE APPROVAL OF THE AMENDMENTS TO THE ISSUER YES FOR FOR
AMENDED AND RESTATED 2006 STOCK AND OPTION PLAN THAT
INCREASE THE NUMBER OF SHARES OF COMMON STOCK
AUTHORIZED FOR ISSUANCE UNDER THE PLAN BY 7,700,000
SHARES FROM 13,902,380 SHARES TO 21,602,380 SHARES
AND INCREASE THE MAXIMUM NUMBER OF SHARES A
PARTICIPANT MAY RECEIVE IN A CALENDAR YEAR UNDER THE
PLAN FROM 600,000 TO 700,000.
PROPOSAL #03: THE RATIFICATION OF THE APPOINTMENT OF ISSUER YES FOR FOR
ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: WALGREEN CO.
TICKER: WAG CUSIP: 931422109
MEETING DATE: 1/14/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: WILLIAM C. FOOTE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MARK P. FRISSORA ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ALAN G. MCNALLY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CORDELL REED ISSUER YES FOR FOR
ELECTION OF DIRECTOR: NANCY M. SCHLICHTING ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DAVID Y. SCHWARTZ ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ALEJANDRO SILVA ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAMES A. SKINNER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MARILOU M. VON FERSTEL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CHARLES R. WALGREEN III ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF ISSUER YES FOR FOR
DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM.
PROPOSAL #03: TO AMEND THE WALGREEN CO. 1982 ISSUER YES FOR FOR
EMPLOYEES STOCK PURCHASE PLAN TO INCREASE THE NUMBER
OF SHARES OF COMMON STOCK AUTHORIZED FOR ISSUANCE
PROPOSAL #04: SHAREHOLDER PROPOSAL THAT THE CHAIRMAN SHAREHOLDER YES AGAINST FOR
OF THE BOARD BE AN INDEPENDENT DIRECTOR WHO HAS NOT
PREVIOUSLY SERVED AS AN EXECUTIVE OFFICER OF WALGREEN
CO.
PROPOSAL #05: SHAREHOLDER PROPOSAL THAT WALGREEN CO. SHAREHOLDER YES AGAINST FOR
SHAREHOLDERS VOTE TO RATIFY THE COMPENSATION OF THE
NAMED EXECUTIVE OFFICERS.
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ISSUER: WATSON PHARMACEUTICALS, INC.
TICKER: WPI CUSIP: 942683103
MEETING DATE: 5/8/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: RONALD R. TAYLOR ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ANDREW L. TURNER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JACK MICHELSON ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2009 FISCAL
YEAR.
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: WELLPOINT, INC.
TICKER: WLP CUSIP: 94973V107
MEETING DATE: 5/20/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: ELECTION OF DIRECTOR: LENOX D. BAKER, ISSUER YES FOR FOR
JR., M.D.
PROPOSAL #1B: ELECTION OF DIRECTOR: SUSAN B. BAYH ISSUER YES FOR FOR
PROPOSAL #1C: ELECTION OF DIRECTOR: LARRY C. GLASSCOCK ISSUER YES FOR FOR
PROPOSAL #1D: ELECTION OF DIRECTOR: JULIE A. HILL ISSUER YES FOR FOR
PROPOSAL #1E: ELECTION OF DIRECTOR: RAMIRO G. PERU ISSUER YES FOR FOR
PROPOSAL #02: TO RATIFY THE APPOINTMENT OF ERNST & ISSUER YES FOR FOR
YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE COMPANY FOR 2009.
PROPOSAL #03: TO APPROVE THE PROPOSED WELLPOINT ISSUER YES FOR FOR
INCENTIVE COMPENSATION PLAN.
PROPOSAL #04: TO APPROVE THE WELLPOINT EMPLOYEE STOCK ISSUER YES FOR FOR
PURCHASE PLAN.
PROPOSAL #05: TO CONSIDER A SHAREHOLDER PROPOSAL SHAREHOLDER YES AGAINST FOR
CONCERNING AN ADVISORY RESOLUTION ON COMPENSATION OF
NAMED EXECUTIVE OFFICERS IF PROPERLY PRESENTED AT THE
MEETING.
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ISSUER: ZIMMER HOLDINGS, INC.
TICKER: ZMH CUSIP: 98956P102
MEETING DATE: 5/4/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: ELECTION OF DIRECTOR: BETSY J. BERNARD ISSUER YES FOR FOR
PROPOSAL #1B: ELECTION OF DIRECTOR: MARC N. CASPER ISSUER YES FOR FOR
PROPOSAL #1C: ELECTION OF DIRECTOR: DAVID C. DVORAK ISSUER YES FOR FOR
PROPOSAL #1D: ELECTION OF DIRECTOR: ROBERT A. HAGEMANN ISSUER YES FOR FOR
PROPOSAL #1E: ELECTION OF DIRECTOR: ARTHUR J. HIGGINS ISSUER YES FOR FOR
PROPOSAL #1F: ELECTION OF DIRECTOR: CECIL B. PICKETT, ISSUER YES FOR FOR
PH.D.
PROPOSAL #1G: ELECTION OF DIRECTOR: AUGUSTUS A. ISSUER YES FOR FOR
WHITE, III, M.D., PH.D.
PROPOSAL #02: RATIFICATION OF APPOINTMENT OF ISSUER YES FOR FOR
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
PROPOSAL #03: APPROVAL OF THE 2009 STOCK INCENTIVE ISSUER YES FOR FOR
PLAN
PROPOSAL #04: APPROVAL OF AN EXTENSION OF THE STOCK ISSUER YES FOR FOR
PLAN FOR NON-EMPLOYEE DIRECTORS
PROPOSAL #05: APPROVAL OF AN EXTENSION OF THE ISSUER YES FOR FOR
RESTATED DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE
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.
VANGUARD SPECIALIZED FUNDS
By: /s/F. William McNabb III
(Heidi Stam)
F. William McNabb III*
President, Chief Executive Officer and Trustee
Date: August 27, 2009
* By Power of Attorney. Filed on July 24, 2009, see File Number 2-88373.
Incorporated by Reference.
