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, 2009 - JUNE 30, 2010
FUND: VANGUARD HEALTH CARE FUND
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ISSUER: ABBOTT LABORATORIES
TICKER: ABT CUSIP: 002824100
MEETING DATE: 4/23/2010 60; 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: 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: RATIFICATION OF DELOITTE & TOUCHE LLP ISSUER YES FOR FOR
AS AUDITORS
PROPOSAL #03: SHAREHOLDER PROPOSAL-ADVISORY VOTE SHAREHOLDER YES AGAINST FOR
PROPOSAL #04: SHAREHOLDER PROPOSAL-SPECIAL SHAREHOLDER YES AGAINST FOR
SHAREHOLDER MEETINGS
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ISSUER: AETNA INC.
TICKER: AET CUSIP: 00817Y108
MEETING DATE: 5/21/2010 60; 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: APPROVAL OF AETNA INC. 2010 STOCK ISSUER YES FOR FOR
INCENTIVE PLAN
PROPOSAL #04: APPROVAL OF AETNA INC. 2010 NON- ISSUER YES FOR & #160; FOR
EMPLOYEE DIRECTOR COMPENSATION PLAN
PROPOSAL #05: APPROVAL OF AETNA INC. 2001 ANNUAL ISSUER YES FOR FOR
INCENTIVE PLAN PERFORMANCE CRITERIA
PROPOSAL #06: SHAREHOLDER PROPOSAL ON CUMULATIVE SHAREHOLDER YES AGAINST FOR
VOTING
PROPOSAL #07: SHAREHOLDER PROPOSAL ON INDEPENDENT SHAREHOLDER YES AGAINST FOR
CHAIRMAN
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ISSUER: AMGEN INC.
TICKER: AMGN CUSIP: 031162100
MEETING DATE: 5/12/2010 60; FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: ELECTION OF DIRECTOR: DR. DAVID ISSUER YES FOR & #160; 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: DR. REBECCA M. ISSUER YES FOR FOR
HENDERSON
PROPOSAL #1H: ELECTION OF DIRECTOR: MR. FRANK C. ISSUER YES FOR FOR
HERRINGER
PROPOSAL #1I: ELECTION OF DIRECTOR: DR. GILBERT S. ISSUER YES FOR FOR
OMENN
PROPOSAL #1J: ELECTION OF DIRECTOR: MS. JUDITH C. ISSUER YES FOR FOR
PELHAM
PROPOSAL #1K: ELECTION OF DIRECTOR: ADM. J. PAUL ISSUER YES FOR FOR
REASON, USN (RETIRED)
PROPOSAL #1L: ELECTION OF DIRECTOR: MR. LEONARD D. ISSUER YES FOR FOR
SCHAEFFER
PROPOSAL #1M: 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, 2010
PROPOSAL #3A: STOCKHOLDER PROPOSAL: STOCKHOLDER SHAREHOLDER YES AGAINST FOR
PROPOSAL #1 (SHAREHOLDER ACTION BY WRITTEN CONSENT)
PROPOSAL #3B: STOCKHOLDER PROPOSAL: STOCKHOLDER SHAREHOLDER YES AGAINST FOR
PROPOSAL #2 (EQUITY RETENTION POLICY)
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ISSUER: AMYLIN PHARMACEUTICALS, INC.
TICKER: AMLN CUSIP: 032346108
MEETING DATE: 4/29/2010 60; FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: ADRIAN ADAMS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: TERESA BECK ISSUER YES FOR FOR
ELECTION OF DIRECTOR: M. KATHLEEN BEHRENS 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: PAULO F. COSTA ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ALEXANDER DENNER ISSUER YES FOR &# 160; 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
PROPOSAL #02: 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, 2010.
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ISSUER: ASTELLAS PHARMA INC.
TICKER: N/A CUSIP: J03393105
MEETING DATE: 6/23/2010 60; 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: Reduce Term of ISSUER YES FOR FOR
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 #4.: Appoint a Corporate Auditor ISSUER YES FOR ; FOR
PROPOSAL #5.: Approve Payment of Bonuses to Directors ISSUER YES FOR FOR
PROPOSAL #6.: 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, LONDON
TICKER: N/A CUSIP: G0593M107
MEETING DATE: 4/29/2010 60; 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 2009
PROPOSAL #2.: Approve to confirm the first interim ISSUER YES FOR FOR
dividend of USD 0.59 [36 pence, SEK 4.41] per
ordinary share and to confirm as the final dividend
for 2009 the second interim dividend of USD 1.71
[105.4 pence, SEK 12.43] per ordinary share
PROPOSAL #3.: Re-appoint KPMG Audit Plc, London as ISSUER YES FOR FOR
the Auditor of the Company
PROPOSAL #4.: Authorize the Directors to agree the ISSUER YES FOR FOR
remuneration of the Auditor
PROPOSAL #5.A: Re-elect Louis Schweitzer as a ISSUER YES FOR & #160; FOR
Director in accordance with Article 65 of the
Company's Articles of Association, who retires at the
PROPOSAL #5.B: Re-elect David Brennan as a Director ISSUER YES FOR FOR
in accordance with Article 65 of the Company's
Articles of Association, who retires at the AGM in
PROPOSAL #5.C: Re-elect Simon Lowth as a Director in ISSUER YES FOR FOR
accordance with Article 65 of the Company's Articles
of Association, who retires at the AGM in 2011
PROPOSAL #5.D: Re-elect Jean Philippe Courtois as a ISSUER YES FOR FOR
Director in accordance with Article 65 of the
Company's Articles of Association, who retires at the
AGM in 2011
PROPOSAL #5.E: Re-elect Jane Henney as a Director in ISSUER YES FOR FOR
accordance with Article 65 of the Company's Articles
of Association, who retires at the AGM in 2011
PROPOSAL #5.F: Re-elect Michele Hooper as a Director ISSUER YES FOR FOR
in accordance with Article 65 of the Company's
Articles of Association, who retires at the AGM in
PROPOSAL #5.G: Re-elect Rudy Markham as a Director in ISSUER YES FOR FOR
accordance with Article 65 of the Company's Articles
of Association, who retires at the AGM in 2011
PROPOSAL #5.H: Re-elect Dame Nancy Rothwell as a ISSUER YES FOR FOR
Director in accordance with Article 65 of the
Company's Articles of Association, who retires at the
AGM in 2010
PROPOSAL #5.I: Re-elect John Varley as a Director in ISSUER YES FOR FOR
accordance with Article 65 of the Company's Articles
of Association, who retires at the AGM in 2011
PROPOSAL #5.J: Re-elect Marcus Wallenberg as a ISSUER YES FOR FOR
Director in accordance with Article 65 of the
Company's Articles of Association, who retires at the
AGM in 2011
PROPOSAL #6.: Approve the Directors' remuneration ISSUER YES FOR FOR
report for the YE 31 DEC 2009
PROPOSAL #7.: Authorize the Company and to make ISSUER YES FOR FOR
donations to Political Parties and 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 next 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 Directors , pursuant to ISSUER YES FOR FOR
Section 551 of the Companies Act 2006 to: (i) allot
shares in the Company, and to grant rights to
subscribe for or to convert any security into shares
in the Company: up to an aggregate nominal amount of
USD 121,034,506; and comprising equity securities [as
specified in the Companies Act 2006] up to an
aggregate nominal amount of USD 242,069,013
[including within such limit any shares issued or
rights granted in this resolution] in connection with
an offer by way of a rights issue: (i) to holders of
ordinary shares in proportion [as nearly as may be
practicable] to their existing holdings; and (ii) to
people who are holders of other equity securities if
this is required by the rights of those securities
or, if the Directors consider it necessary, as
permitted by the rights of those securities; and so
that the Directors may impose any limits or
restrictions and make any arrangements which they
consider necessary or appropriate to deal with
treasury shares, fractional entitlements, record
dates, legal, regulatory or practical problems in, or
under the laws of, any territory or any other
matter; [Authority expires the earlier of the
conclusion of the AGM of the Company in 29 JUN 2010];
the Company, before the expiry, may make a contract
to purchase ordinary shares which will or may be
executed wholly or partly after such expiry; subject
to this resolution, all existing authorities given to
the Directors pursuant to Section 80 of the
Companies Act 1985 or Section 551 of the Companies
Act 2006 by way of the ordinary resolution of the
Company passed on 30 APR 2009 be revoked by this
resolution; and this resolution shall be without
prejudice to the continuing authority of the
Directors to allot shares, or grant rights to
subscribe for or convert any security into shares,
pursuant to an offer or agreement made by the Company
before the expiry of the authority pursuant to which
PROPOSAL #S.9: Approve, subject to the passing of ISSUER YES FOR FOR
Resolution 8 as specified in the Notice of AGM of the
Company convened for 29 APR 2010 and in place of the
power given to them pursuant to the special
resolution of the Company passed on 30 APR 2009 and
authorize the Directors, pursuant to Section 570 and
section 573 of the Companies Act 2006 to allot equity
securities [as specified in the Companies Act 2006]
for cash, pursuant to the authority conferred by
Resolution 8 in the Notice of AGM as if Section
561(1) of the Act did not apply to the allotment this
power: expires [unless previously renewed, varied or
revoked by the Company in general meeting] at the
end of the next AGM of the Company after the date on
which this resolution is passed [or, if earlier, at
the close of business on 29 JUN 2011], but the
Company may make an offer or agreement which would or
might require equity securities to be allotted after
expiry of this power and the Directors may allot
equity securities in pursuance of that offer or
agreement as if this power had not expired; and shall
be limited to the allotment of equity securities in
connection with an offer of equity securities
[Authority expires the earlier of the conclusion of
the AGM of the Company in 29 JUN 2010]: (i) to the
ordinary shareholders in proportion [as nearly as may
be practicable] to their existing holdings; and (ii)
to people who hold other equity securities, if this
is required by the rights of those securities or, if
the Directors consider it necessary, as permitted by
the rights of those securities, and so that the
Directors may impose any limits or restrictions and
make any arrangements which they consider necessary
or appropriate to deal with treasury shares,
fractional entitlements, record dates, legal,
regulatory or practical problems in, or under the
laws of, any territory or any other matter; and (c)
in the case of the authority granted under Resolution
8 shall be limited to the allotment of equity
securities for cash otherwise than pursuant to this
resolution up to an aggregate nominal amount of USD
18,155,176; this power applies in relation to a sale
of shares which is an allotment of equity securities
by virtue of Section 560(3) of the Companies Act 2006
as if in the first paragraph of this resolution the
words pursuant to the authority conferred by
Resolution 8 in the Notice of AGM were omitted
PROPOSAL #S.10: Authorize the Company, to make market ISSUER YES FOR FOR
purchases [within the meaning of section 693(4) of
the Companies Act 2006] of its ordinary shares of USD
0.25 each in the capital of the Company provided
that the maximum number of ordinary shares which may
be purchased is 145,241,408; the minimum price
[exclusive of expenses] which may be paid for each
ordinary share is USD 0.25; and the maximum price
[exclusive of expenses] which may be paid for each
ordinary share is the higher of: (i) an amount equal
to 105% of the average of the middle market
quotations for an ordinary share of the Company as
derived from the London Stock Exchange Daily Official
List for the 5 business days immediately preceding
the day on which the ordinary share is contracted to
be purchased; and (ii) an amount equal to the higher
of the price of the last independent trade of an
ordinary share and the highest current independent
bid for an ordinary share as derived from the London
Stock Exchange Trading System; [authority shall
expire at the conclusion of the AGM of the Company
held in 2011 or, if earlier, at the close of business
on 29 JUN 2011] [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]
PROPOSAL #S.11: Approve the general meeting other ISSUER YES FOR FOR
than an AGM may be called on not less than 14 clear
days' notice
PROPOSAL #S.12: Amend the Articles of Association of ISSUER YES FOR FOR
the Company by deleting all the provisions of the
Company Memorandum of Association which, by virtue of
Section 28 of the Companies Act 2006, are to be
treated as provisions of the Company's Articles of
Association; and the Articles of Association produced
to the meeting and initialled by the Chairman of the
meeting for the purpose of identification as the
Articles of Association of the Company in
substitution for, and to the exclusion of, the
existing Articles of Association
PROPOSAL #13.: Approve the Directors rules of the ISSUER YES FOR FOR
AstraZeneca Investment Plan [Plan], the main features
of which are as specified, and, authorize the
Directors, to do all such acts and things as they may
consider necessary or expedient to carry the Plan
into effect and to establish one or more schedules to
the Plan as they consider necessary in relation to
employees in jurisdictions outside the United
Kingdom, with any modifications necessary or
desirable to take account of local securities laws,
exchange control and tax legislation, provided that
any ordinary shares of the Company made available
under any schedule are treated as counting against
the relevant limits on individual and overall
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ISSUER: BAXTER INTERNATIONAL INC.
TICKER: BAX CUSIP: 071813109
MEETING DATE: 5/4/2010 0; FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: ELECTION OF DIRECTOR: BLAKE E. DEVITT ISSUER YES FOR FOR
PROPOSAL #1B: ELECTION OF DIRECTOR: JOHN D. FORSYTH ISSUER YES FOR FOR
PROPOSAL #1C: ELECTION OF DIRECTOR: GAIL D. FOSLER ISSUER YES FOR FOR
PROPOSAL #1D: ELECTION OF DIRECTOR: CAROLE J. ISSUER YES FOR FOR
SHAPAZIAN
PROPOSAL #02: RATIFICATION OF INDEPENDENT REGISTERED ISSUER YES FOR FOR
PUBLIC ACCOUNTING FIRM.
PROPOSAL #03: SHAREHOLDER PROPOSAL RELATING TO SIMPLE SHAREHOLDER YES AGAINST FOR
MAJORITY VOTING.
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ISSUER: BAYER AG, LEVERKUSEN
TICKER: N/A CUSIP: D0712D163
MEETING DATE: 4/30/2010 60; FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Submission of the confirmed financial ISSUER YES FOR FOR
statements of Bayer AG and consolidated financial
statements of the Bayer Group, the combined
management report, the report of the Supervisory
Board as well as the explanatory report by the Board
of Management on takeover-relevant information for
the FY 2009 and the Board of Management proposal for
the distribution of the profit; resolution on the
PROPOSAL #2.: Ratification of actions of the members ISSUER YES FOR FOR
of the Board of Management
PROPOSAL #3.: Ratification of actions of the members ISSUER YES FOR FOR
of the Supervisory Board
PROPOSAL #4.: Approval of the compensation system for ISSUER YES FOR FOR
members of the Board of Management
PROPOSAL #5.: Rescission of the existing Authorized ISSUER YES FOR FOR
Capital I, creation of a new Authorized Capital I
with the option of exclusion of subscription rights
and amendment of Section 4 Paragraph 2 of the
Articles of Incorporation [capital stock]
PROPOSAL #6.: Rescission of the existing Authorized ISSUER YES FOR FOR
Capital II, creation of a new Authorized Capital II
with the option of exclusion of the subscription
rights and amendment of Section 4 Paragraph 3 of the
Articles of Incorporation [capital stock]
PROPOSAL #7.: Authority to issue bonds with warrants, ISSUER YES FOR FOR
convertible bonds, profit sharing rights or profit
participation bonds [or a combination of these
instruments] and to exclude subscription rights,
creation of a new conditional capital through the
rescission of the existing conditional capital and
amendment of the Articles of Incorporation
PROPOSAL #8.: Authorization for the acquisition and ISSUER YES FOR FOR
use of treasury shares with the possible exclusion of
subscription rights and any other tender rights
PROPOSAL #9.: Adjustments to the Articles of ISSUER YES FOR &# 160; FOR
Incorporation in Section 14, 15 and 16 concerning the
Act Implementing the Stockholder Rights Directive
[ARUG]
PROPOSAL #10.: Appointment of the Auditor for the ISSUER YES FOR FOR
audit of the financial statements and the audit
review of the half-year financial report
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ISSUER: BECKMAN COULTER, INC.
TICKER: BEC CUSIP: 075811109
MEETING DATE: 4/22/2010 60; FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: ROBERT G. FUNARI ISSUER YES FOR 60; FOR
ELECTION OF DIRECTOR: CHARLES A. HAGGERTY ISSUER YES FOR ; FOR
ELECTION OF DIRECTOR: WILLIAM N. KELLEY, M.D. ISSUER YES FOR & #160; FOR
PROPOSAL #2: RATIFICATION OF KPMG LLP AS THE ISSUER YES FOR & #160; FOR
COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR FISCAL YEAR 2010.
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ISSUER: BECTON, DICKINSON AND COMPANY
TICKER: BDX CUSIP: 075887109
MEETING DATE: 2/2/2010 0; FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: HENRY P. BECTON, JR. ISSUER YES FOR ; FOR
ELECTION OF DIRECTOR: EDWARD F. DEGRAAN ISSUER YES FOR & #160; FOR
ELECTION OF DIRECTOR: CLAIRE M FRASER-LIGGETT ISSUER YES FOR & #160; FOR
ELECTION OF DIRECTOR: EDWARD J. LUDWIG ISSUER YES FOR &# 160; FOR
ELECTION OF DIRECTOR: ADEL A.F. MAHMOUD ISSUER YES FOR & #160; FOR
ELECTION OF DIRECTOR: JAMES F. ORR ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLARD J. OVERLOCK, JR ISSUER YES FOR & #160; FOR
ELECTION OF DIRECTOR: BERTRAM L. SCOTT ISSUER YES FOR &# 160; FOR
PROPOSAL #02: RATIFICATION OF SELECTION OF ISSUER YES FOR 60; FOR
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
PROPOSAL #03: APPROVAL OF A BY-LAW AMENDMENT ISSUER YES FOR &# 160; FOR
REGARDING SPECIAL SHAREHOLDER MEETINGS.
PROPOSAL #04: APPROVAL OF AN AMENDMENT TO THE 2004 ISSUER YES FOR FOR
EMPLOYEE AND DIRECTOR EQUITY-BASED COMPENSATION PLAN.
PROPOSAL #05: APPROVAL OF MATERIAL TERMS OF ISSUER YES FOR 60; FOR
PERFORMANCE GOALS.
PROPOSAL #06: MAJORITY VOTING. SHAREHOLDER YES AGAINST&# 160; FOR
PROPOSAL #07: CUMULATIVE VOTING. SHAREHOLDER YES AGAINST ; FOR
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ISSUER: BIOGEN IDEC INC.
TICKER: BIIB CUSIP: 09062X103
MEETING DATE: 6/9/2010 0; FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: ELECTION OF DIRECTOR: NANCY L. LEAMING ISSUER YES FOR FOR
PROPOSAL #1B: ELECTION OF DIRECTOR: BRIAN S. POSNER ISSUER YES FOR FOR
PROPOSAL #1C: ELECTION OF DIRECTOR: ERIC K. ROWINSKY ISSUER YES FOR FOR
PROPOSAL #1D: ELECTION OF DIRECTOR: STEPHEN A. SHERWIN ISSUER YES FOR FOR
PROPOSAL #02: TO RATIFY THE SELECTION OF ISSUER YES FOR ; FOR
PRICEWATERHOUSECOOPERS LLP AS BIOGEN IDEC'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2010.
PROPOSAL #03: TO APPROVE AN AMENDMENT TO THE BIOGEN ISSUER YES FOR FOR
IDEC INC. 2006 NON-EMPLOYEE DIRECTORS EQUITY PLAN TO
INCREASE THE NUMBER OF SHARES AVAILABLE FOR ISSUANCE
FROM 850,000 SHARES TO 1,600,000 SHARES.
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ISSUER: BOSTON SCIENTIFIC CORPORATION
TICKER: BSX CUSIP: 101137107
MEETING DATE: 5/11/2010 60; FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: ELECTION OF DIRECTOR: JOHN E. ABELE ISSUER YES FOR FOR
PROPOSAL #1B: ELECTION OF DIRECTOR: KATHARINE T. ISSUER YES FOR FOR
BARTLETT
PROPOSAL #1C: ELECTION OF DIRECTOR: BRUCE L. BYRNES ISSUER YES FOR FOR
PROPOSAL #1D: ELECTION OF DIRECTOR: NELDA J. CONNORS ISSUER YES FOR FOR
PROPOSAL #1E: ELECTION OF DIRECTOR: J. RAYMOND ELLIOTT ISSUER YES FOR FOR
PROPOSAL #1F: ELECTION OF DIRECTOR: MARYE ANNE FOX ISSUER YES FOR FOR
PROPOSAL #1G: ELECTION OF DIRECTOR: RAY J. GROVES ISSUER YES FOR FOR
PROPOSAL #1H: ELECTION OF DIRECTOR: ERNEST MARIO ISSUER YES FOR FOR
PROPOSAL #1I: ELECTION OF DIRECTOR: N.J. NICHOLAS, JR. ISSUER YES FOR FOR
PROPOSAL #1J: ELECTION OF DIRECTOR: PETE M. NICHOLAS ISSUER YES FOR FOR
PROPOSAL #1K: ELECTION OF DIRECTOR: UWE E. REINHARDT ISSUER YES FOR FOR
PROPOSAL #1L: ELECTION OF DIRECTOR: JOHN E. SUNUNU ISSUER YES FOR FOR
PROPOSAL #02: TO RATIFY APPOINTMENT OF ERNST & YOUNG ISSUER YES FOR FOR
LLP AS BOSTON SCIENTIFIC CORPORATION'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM.
PROPOSAL #03: TO TRANSACT SUCH OTHER BUSINESS AS MAY ISSUER YES AGAINST AGAINST
PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT
OR POSTPONEMENT THEREOF.
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ISSUER: BRISTOL-MYERS SQUIBB COMPANY
TICKER: BMY CUSIP: 110122108
MEETING DATE: 5/4/2010 0; 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 & #160; 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 THE APPOINTMENT OF ISSUER YES FOR FOR
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
PROPOSAL #03: APPROVAL OF AMENDMENT TO CERTIFICATE OF ISSUER YES FOR FOR
INCORPORATION - SPECIAL STOCKHOLDER MEETINGS.
PROPOSAL #04: APPROVAL OF AMENDMENT TO CERTIFICATE OF ISSUER YES FOR FOR
INCORPORATION - SUPERMAJORITY VOTING PROVISION -
COMMON STOCK.
PROPOSAL #05: APPROVAL OF AMENDMENT TO CERTIFICATE OF ISSUER YES FOR FOR
INCORPORATION - SUPERMAJORITY VOTING PROVISIONS -
PREFERRED STOCK.
PROPOSAL #06: EXECUTIVE COMPENSATION DISCLOSURE. SHAREHOLDER YES AGAINST FOR
PROPOSAL #07: SHAREHOLDER ACTION BY WRITTEN CONSENT. SHAREHOLDER YES AGAINST FOR
PROPOSAL #08: REPORT ON ANIMAL USE. SHAREHOLDER YES ABSTAIN &# 160; AGAINST
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CARDINAL HEALTH, INC.
TICKER: CAH CUSIP: 14149Y108
MEETING DATE: 11/4/2009 60; FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: ELECTION OF DIRECTOR: COLLEEN F. ARNOLD ISSUER YES FOR FOR
PROPOSAL #1B: ELECTION OF DIRECTOR: GEORGE S. BARRETT ISSUER YES FOR FOR
PROPOSAL #1C: ELECTION OF DIRECTOR: GLENN A. BRITT ISSUER YES FOR FOR
PROPOSAL #1D: ELECTION OF DIRECTOR: CALVIN DARDEN ISSUER YES FOR FOR
PROPOSAL #1E: ELECTION OF DIRECTOR: BRUCE L. DOWNEY ISSUER YES FOR FOR
PROPOSAL #1F: ELECTION OF DIRECTOR: JOHN F. FINN ISSUER YES FOR FOR
PROPOSAL #1G: ELECTION OF DIRECTOR: GREGORY B. KENNY ISSUER YES FOR FOR
PROPOSAL #1H: ELECTION OF DIRECTOR: RICHARD C. ISSUER YES FOR ; FOR
NOTEBAERT
PROPOSAL #1I: ELECTION OF DIRECTOR: DAVID W. RAISBECK ISSUER YES FOR FOR
PROPOSAL #1J: ELECTION OF DIRECTOR: JEAN G. ISSUER YES FOR &# 160; FOR
SPAULDING, M.D.
PROPOSAL #02: TO RATIFY THE SELECTION OF ERNST & ISSUER YES FOR FOR
YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM.
PROPOSAL #03: TO RE-APPROVE MATERIAL TERMS OF THE ISSUER YES FOR FOR
PERFORMANCE CRITERIA UNDER CARDINAL HEALTH'S AMENDED
& RESTATED MANAGEMENT INCENTIVE PLAN.
PROPOSAL #04: SHAREHOLDER PROPOSAL REGARDING SHAREHOLDER YES AGAINST FOR
PERFORMANCE-BASED STOCK OPTIONS.
PROPOSAL #05: SHAREHOLDER PROPOSAL TO AMEND THE CODE SHAREHOLDER YES AGAINST FOR
OF REGULATIONS TO REQUIRE THAT THE CHAIRMAN OF THE
BOARD BE AN INDEPENDENT DIRECTOR.
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CEPHALON, INC.
TICKER: CEPH CUSIP: 156708109
MEETING DATE: 5/20/2010 60; FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: ELECTION OF DIRECTOR: FRANK BALDINO, ISSUER YES FOR FOR
JR., PH.D.
PROPOSAL #1B: ELECTION OF DIRECTOR: WILLIAM P. EGAN ISSUER YES FOR FOR
PROPOSAL #1C: ELECTION OF DIRECTOR: MARTYN D. ISSUER YES FOR FOR
GREENACRE
PROPOSAL #1D: ELECTION OF DIRECTOR: VAUGHN M. KAILIAN ISSUER YES FOR FOR
PROPOSAL #1E: ELECTION OF DIRECTOR: KEVIN E. MOLEY ISSUER YES FOR FOR
PROPOSAL #1F: ELECTION OF DIRECTOR: CHARLES A. ISSUER YES FOR ; FOR
SANDERS, M.D.
PROPOSAL #1G: ELECTION OF DIRECTOR: GAIL R. WILENSKY, ISSUER YES FOR FOR
PH.D.
PROPOSAL #1H: 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: APPROVAL OF CEPHALON, INC.'S 2010 ISSUER YES FOR FOR
EMPLOYEE STOCK PURCHASE PLAN.
PROPOSAL #04: RATIFICATION OF APPOINTMENT OF ISSUER YES FOR &# 160; FOR
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED
PUBLIC ACCOUNTANTS FOR THE YEAR ENDING DECEMBER 31,
2010.
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CERNER CORPORATION
TICKER: CERN CUSIP: 156782104
MEETING DATE: 5/28/2010 60; FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: GERALD E BISBEE JR, PHD ISSUER YES FOR &# 160; FOR
ELECTION OF DIRECTOR: LINDA M. DILLMAN ISSUER YES FOR &# 160; FOR
PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF KPMG ISSUER YES FOR FOR
LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM OF CERNER CORPORATION FOR 2010.
PROPOSAL #03: RE-APPROVAL OF THE AMENDED AND RESTATED ISSUER YES FOR FOR
CERNER CORPORATION PERFORMANCE-BASED COMPENSATION
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CHUGAI PHARMACEUTICAL CO.,LTD.
TICKER: N/A CUSIP: J06930101
MEETING DATE: 3/25/2010 60; FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: Approve Appropriation of Profits ISSUER YES FOR &# 160; FOR
PROPOSAL #2.1: Appoint a Director ISSUER YES AGAINST AGAINST
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 AGAINST AGAINST
PROPOSAL #2.9: Appoint a Director ISSUER YES FOR FOR
PROPOSAL #2.10: Appoint a Director ISSUER YES FOR FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CIGNA CORPORATION
TICKER: CI CUSIP: 125509109
MEETING DATE: 4/28/2010 60; FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: ELECTION OF DIRECTOR: DAVID M. CORDANI ISSUER YES FOR FOR
PROPOSAL #1B: ELECTION OF DIRECTOR: ISAIAH HARRIS, JR. ISSUER YES FOR F OR
PROPOSAL #1C: ELECTION OF DIRECTOR: JANE E. HENNEY, ISSUER YES FOR FOR
M.D.
PROPOSAL #1D: ELECTION OF DIRECTOR: DONNA F. ZARCONE ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF APPOINTMENT OF ISSUER YES FOR & #160; FOR
PRICEWATERHOUSECOOPERS LLP AS CIGNA'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2010.
PROPOSAL #03: APPROVAL OF THE AMENDED AND RESTATED ISSUER YES FOR FOR
CIGNA LONG-TERM INCENTIVE PLAN.
PROPOSAL #04: APPROVAL OF THE CIGNA CORPORATION ISSUER YES FOR FOR
DIRECTORS EQUITY PLAN.
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: COVENTRY HEALTH CARE, INC.
TICKER: CVH CUSIP: 222862104
MEETING DATE: 5/20/2010 60; FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: ELECTION OF CLASS I DIRECTOR: L. DALE ISSUER YES FOR FOR
CRANDALL
PROPOSAL #1B: ELECTION OF CLASS I DIRECTOR: ELIZABETH ISSUER YES FOR FOR
E. TALLETT
PROPOSAL #1C: ELECTION OF CLASS I DIRECTOR: ALLEN F. ISSUER YES FOR FOR
WISE
PROPOSAL #1D: ELECTION OF CLASS I DIRECTOR: JOSEPH R. ISSUER YES FOR FOR
SWEDISH
PROPOSAL #1E: ELECTION OF CLASS II DIRECTOR: MICHAEL ISSUER YES FOR FOR
A. STOCKER, M.D.
PROPOSAL #02: PROPOSAL TO RATIFY THE APPOINTMENT OF ISSUER YES FOR FOR
ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT
AUDITORS FOR 2010.
PROPOSAL #03: STOCKHOLDER PROPOSAL: POLITICAL SHAREHOLDER YES ABSTAIN AGAINST
CONTRIBUTIONS
PROPOSAL #04: STOCKHOLDER PROPOSAL: PAY DISPARITY SHAREHOLDER YES AGAINST FOR
PROPOSAL #05: STOCKHOLDER PROPOSAL: MULTIPLE SHAREHOLDER YES AGAINST FOR
PERFORMANCE METRICS
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: COVIDIEN PLC
TICKER: COV CUSIP: G2554F105
MEETING DATE: 3/16/2010 60; FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: TO RECEIVE AND CONSIDER THE COMPANY'S ISSUER YES FOR FOR
IRISH STATUTORY ACCOUNTS AND THE REPORTS OF THE
DIRECTORS AND AUDITORS THEREON.
PROPOSAL #2A: ELECTION OF DIRECTOR: CRAIG ARNOLD ISSUER YES FOR FOR
PROPOSAL #2B: ELECTION OF DIRECTOR: ROBERT H. BRUST ISSUER YES FOR FOR
PROPOSAL #2C: ELECTION OF DIRECTOR: JOHN M. CONNORS, ISSUER YES FOR FOR
JR.
PROPOSAL #2D: ELECTION OF DIRECTOR: CHRISTOPHER J. ISSUER YES FOR FOR
COUGHLIN
PROPOSAL #2E: ELECTION OF DIRECTOR: TIMOTHY M. DONAHUE ISSUER YES FOR FOR
PROPOSAL #2F: ELECTION OF DIRECTOR: KATHY J. HERBERT ISSUER YES FOR FOR
PROPOSAL #2G: ELECTION OF DIRECTOR: RANDALL J. HOGAN, ISSUER YES FOR FOR
III
PROPOSAL #2H: ELECTION OF DIRECTOR: RICHARD J. MEELIA ISSUER YES FOR FOR
PROPOSAL #2I: ELECTION OF DIRECTOR: DENNIS H. REILLEY ISSUER YES FOR FOR
PROPOSAL #2J: ELECTION OF DIRECTOR: TADATAKA YAMADA ISSUER YES FOR FOR
PROPOSAL #2K: ELECTION OF DIRECTOR: JOSEPH A. ISSUER YES FOR FOR
ZACCAGNINO
PROPOSAL #03: TO APPOINT INDEPENDENT AUDITORS AND ISSUER YES FOR FOR
AUTHORIZE THE AUDIT COMMITTEE TO SET THE AUDITORS'
REMUNERATION.
PROPOSAL #04: TO AUTHORIZE THE COMPANY AND/OR ANY ISSUER YES FOR FOR
SUBSIDIARY OF THE COMPANY TO MAKE MARKET PURCHASES OF
COMPANY SHARES.
PROPOSAL #S5: TO AUTHORIZE THE REISSUE PRICE RANGE OF ISSUER YES FOR FOR
TREASURY SHARES. (SPECIAL RESOLUTION)
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CUBIST PHARMACEUTICALS, INC.
TICKER: CBST CUSIP: 229678107
MEETING DATE: 6/10/2010 60; FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: MICHAEL BONNEY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MARK CORRIGAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: SYLVIE GREGOIRE ISSUER YES FOR 60; FOR
PROPOSAL #02: A PROPOSAL TO APPROVE OUR 2010 EQUITY ISSUER YES FOR FOR
INCENTIVE PLAN.
PROPOSAL #03: A PROPOSAL TO APPROVE OUR PERFORMANCE- ISSUER YES FOR FOR
BASED MANAGEMENT INCENTIVE PLAN.
PROPOSAL #04: A PROPOSAL TO RATIFY THE SELECTION OF ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2010.
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: DAIICHI SANKYO COMPANY,LIMITED
TICKER: N/A CUSIP: J11257102
MEETING DATE: 6/28/2010 60; FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Approve Appropriation of Retained ISSUER YES FOR FOR
Earnings
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 FOR FOR
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 #3.1: Appoint a Corporate Auditor ISSUER YES FOR 0; FOR
PROPOSAL #3.2: Appoint a Corporate Auditor ISSUER YES FOR 0; FOR
PROPOSAL #4.: Appoint a Substitute Corporate Auditor ISSUER YES FOR FOR
PROPOSAL #5.: Approve Payment of Bonuses to Directors ISSUER YES FOR FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: DAVITA INC.
TICKER: DVA CUSIP: 23918K108
MEETING DATE: 6/7/2010 0; FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: ELECTION OF DIRECTOR: PAMELA M. ARWAY ISSUER YES FOR FOR
PROPOSAL #1B: ELECTION OF DIRECTOR: CHARLES G. BERG ISSUER YES FOR FOR
PROPOSAL #1C: ELECTION OF DIRECTOR: WILLARD W. ISSUER YES FOR ; FOR
BRITTAIN, JR.
PROPOSAL #1D: ELECTION OF DIRECTOR: PAUL J. DIAZ ISSUER YES FOR FOR
PROPOSAL #1E: ELECTION OF DIRECTOR: PETER T. GRAUER ISSUER YES AGAINST AGAINST
PROPOSAL #1F: ELECTION OF DIRECTOR: JOHN M. NEHRA ISSUER YES AGAINST AGAINST
PROPOSAL #1G: ELECTION OF DIRECTOR: WILLIAM L. ROPER, ISSUER YES FOR FOR
MD, MPH
PROPOSAL #1H: ELECTION OF DIRECTOR: KENT J. THIRY ISSUER YES FOR FOR
PROPOSAL #1I: ELECTION OF DIRECTOR: ROGER J. VALINE ISSUER YES AGAINST AGAINST
PROPOSAL #02: APPROVAL OF THE AMENDMENT TO OUR 2002 ISSUER YES AGAINST AGAINST
EQUITY COMPENSATION PLAN
PROPOSAL #03: RATIFICATION OF THE APPOINTMENT OF KPMG ISSUER YES FOR FOR
LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR FISCAL YEAR 2010
PROPOSAL #04: STOCKHOLDER PROPOSAL REGARDING SHAREHOLDER YES FOR AGAINST
STOCKHOLDER ACTION BY WRITTEN CONSENT
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: DENTSPLY INTERNATIONAL INC.
TICKER: XRAY CUSIP: 249030107
MEETING DATE: 5/11/2010 60; FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: ELECTION OF DIRECTOR: PAULA H. ISSUER YES FOR &# 160; FOR
CHOLMONDELEY
PROPOSAL #1B: ELECTION OF DIRECTOR: MICHAEL J. COLEMAN ISSUER YES FOR FOR
PROPOSAL #1C: ELECTION OF DIRECTOR: JOHN C. MILES II ISSUER YES AGAINST AGAINST
PROPOSAL #1D: ELECTION OF DIRECTOR: JOHN L. MICLOT ISSUER YES FOR FOR
PROPOSAL #02: 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, 2010.
PROPOSAL #03: PROPOSAL TO APPROVE THE DENTSPLY ISSUER YES FOR FOR
INTERNATIONAL INC. 2010 EQUITY INCENTIVE PLAN.
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: EISAI CO.,LTD.
TICKER: N/A CUSIP: J12852117
MEETING DATE: 6/18/2010 60; FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: Appoint a Director ISSUER YES FOR FOR
PROPOSAL #1.2: Appoint a Director ISSUER YES FOR FOR
PROPOSAL #1.3: Appoint a Director ISSUER YES FOR FOR
PROPOSAL #1.4: Appoint a Director ISSUER YES FOR FOR
PROPOSAL #1.5: Appoint a Director ISSUER YES AGAINST AGAINST
PROPOSAL #1.6: Appoint a Director ISSUER YES FOR FOR
PROPOSAL #1.7: Appoint a Director ISSUER YES FOR FOR
PROPOSAL #1.8: Appoint a Director ISSUER YES FOR FOR
PROPOSAL #1.9: Appoint a Director ISSUER YES FOR FOR
PROPOSAL #1.10: Appoint a Director ISSUER YES FOR FOR
PROPOSAL #1.11: Appoint a Director ISSUER YES FOR FOR
PROPOSAL #2.: Approve Issuance of Share Acquisition ISSUER YES FOR FOR
Rights as Stock Options to Employees of the Company
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ELAN CORPORATION, PLC
TICKER: ELN CUSIP: 284131208
MEETING DATE: 7/16/2009 60; FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O1: TO RECEIVE AND CONSIDER THE FINANCIAL ISSUER YES FOR FOR
STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2008
TOGETHER WITH THE REPORTS OF THE DIRECTORS AND
AUDITORS THEREON.
PROPOSAL #O2: TO RE-ELECT MR. SHANE COOKE WHO RETIRES ISSUER YES FOR FOR
FROM THE BOARD BY ROTATION IN ACCORDANCE WITH THE
ARTICLES OF ASSOCIATION.
PROPOSAL #O3: TO RE-ELECT DR. LARS EKMAN WHO RETIRES ISSUER YES FOR FOR
FROM THE BOARD BY ROTATION IN ACCORDANCE WITH THE
ARTICLES OF ASSOCIATION.
PROPOSAL #O4: TO RE-ELECT MR. GARY KENNEDY WHO ISSUER YES FOR FOR
RETIRES FROM THE BOARD BY ROTATION IN ACCORDANCE WITH
THE ARTICLES OF ASSOCIATION.
PROPOSAL #O5: TO ELECT MR. PATRICK KENNEDY WHO ISSUER YES FOR FOR
RETIRES FROM THE BOARD IN ACCORDANCE WITH THE
ARTICLES OF ASSOCIATION.
PROPOSAL #O6: TO RE-ELECT MR. KIERAN MCGOWAN WHO ISSUER YES FOR FOR
RETIRES FROM THE BOARD BY ROTATION IN ACCORDANCE WITH
THE ARTICLES OF ASSOCIATION.
PROPOSAL #O7: TO RE-ELECT MR. G. KELLY MARTIN WHO ISSUER YES FOR FOR
RETIRES FROM THE BOARD BY ROTATION IN ACCORDANCE WITH
THE ARTICLES OF ASSOCIATION.
PROPOSAL #O8: TO RE-ELECT MR. KYRAN MCLAUGHLIN WHO ISSUER YES FOR FOR
RETIRES FROM THE BOARD IN ACCORDANCE WITH THE
COMBINED CODE.
PROPOSAL #O9: TO ELECT MR. DONAL O'CONNOR WHO RETIRES ISSUER YES FOR FOR
FROM THE BOARD IN ACCORDANCE WITH THE ARTICLES OF
ASSOCIATION.
PROPOSAL #O10: TO ELECT MR. VAUGHN BRYSON TO THE ISSUER YES FOR FOR
BOARD WITH EFFECT FROM THE END OF THE MEETING.
PROPOSAL #O11: TO ELECT MR. RICHARD PILNIK TO THE ISSUER YES FOR FOR
BOARD WITH EFFECT FROM THE END OF THE MEETING.
PROPOSAL #O12: TO ELECT MR. JACK SCHULER TO THE BOARD ISSUER YES FOR FOR
WITH EFFECT FROM THE END OF THE MEETING.
PROPOSAL #O13: TO AUTHORISE THE DIRECTORS TO FIX THE ISSUER YES FOR FOR
REMUNERATION OF THE AUDITORS.
PROPOSAL #O14: TO AUTHORISE ELECTRONIC COMMUNICATIONS ISSUER YES FOR FOR
WITH SHAREHOLDERS.
PROPOSAL #O15: TO AUTHORISE THE DIRECTORS TO ISSUE ISSUER YES FOR FOR
SECURITIES.
PROPOSAL #S16: TO AUTHORISE THE DISAPPLICATION OF ISSUER YES FOR FOR
PRE-EMPTION RIGHTS ON THE ALLOTMENT OF UP TO 40
MILLION SHARES.
PROPOSAL #S17: TO AUTHORISE THE COMPANY TO MAKE ISSUER YES FOR FOR
MARKET PURCHASES OF ITS OWN SHARES.
PROPOSAL #S18: TO SET THE RE-ISSUE PRICE RANGE FOR ISSUER YES FOR FOR
TREASURY SHARES.
PROPOSAL #S19: TO APPROVE AMENDMENTS TO THE ARTICLES ISSUER YES FOR FOR
OF ASSOCIATION.
PROPOSAL #S20: TO AUTHORISE 14 DAY NOTICE PERIOD FOR ISSUER YES FOR FOR
EXTRAORDINARY GENERAL MEETINGS.
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ELAN CORPORATION, PLC
TICKER: ELN CUSIP: 284131208
MEETING DATE: 5/27/2010 60; FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O1: TO RECEIVE AND CONSIDER THE FINANCIAL ISSUER YES FOR FOR
STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2009
TOGETHER WITH THE REPORTS OF THE DIRECTORS AND
AUDITORS THEREON.
PROPOSAL #O2: TO RE-ELECT MR. KIERAN MCGOWAN WHO ISSUER YES FOR FOR
RETIRES FROM THE BOARD IN ACCORDANCE WITH THE
REQUIREMENTS OF THE COMBINED CODE.
PROPOSAL #O3: TO RE-ELECT MR. KYRAN MCLAUGHLIN WHO ISSUER YES FOR FOR
RETIRES FROM THE BOARD IN ACCORDANCE WITH THE
REQUIREMENTS OF THE COMBINED CODE.
PROPOSAL #O4: TO RE-ELECT DR. DENNIS SELKOE WHO ISSUER YES FOR FOR
RETIRES FROM THE BOARD IN ACCORDANCE WITH THE
ARTICLES OF ASSOCIATION.
PROPOSAL #O5: TO AUTHORISE THE DIRECTORS TO FIX THE ISSUER YES FOR FOR
REMUNERATION OF THE AUDITORS.
PROPOSAL #O6: TO AUTHORISE THE DIRECTORS TO ISSUE ISSUER YES FOR FOR
SECURITIES.
PROPOSAL #O7: TO INCREASE THE ISSUED SHARE CAPITAL OF ISSUER YES FOR FOR
THE COMPANY.
PROPOSAL #S8: TO AMEND THE MEMORANDUM AND ARTICLES OF ISSUER YES FOR FOR
ASSOCIATION.
PROPOSAL #S9: TO AUTHORISE THE DIRECTORS TO ALLOT ISSUER YES AGAINST AGAINST
SECURITIES FOR CASH.
PROPOSAL #S10: TO AUTHORISE THE COMPANY TO MAKE ISSUER YES FOR FOR
MARKET PURCHASES OF ITS OWN SHARES.
PROPOSAL #S11: TO SET THE RE-ISSUE PRICE RANGE FOR ISSUER YES FOR FOR
TREASURY SHARES.
PROPOSAL #S12: TO AUTHORISE 14 DAY NOTICE PERIOD FOR ISSUER YES FOR FOR
EXTRAORDINARY GENERAL MEETINGS.
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ELI LILLY AND COMPANY
TICKER: LLY CUSIP: 532457108
MEETING DATE: 4/19/2010 60; FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: ELECTION OF DIRECTOR : R. ALVAREZ ISSUER YES FOR FOR
PROPOSAL #1B: ELECTION OF DIRECTOR : W. BISCHOFF ISSUER YES FOR FOR
PROPOSAL #1C: ELECTION OF DIRECTOR : R.D. HOOVER ISSUER YES FOR FOR
PROPOSAL #1D: ELECTION OF DIRECTOR : F.G. PRENDERGAST ISSUER YES FOR FOR
PROPOSAL #1E: ELECTION OF DIRECTOR : K.P. SEIFERT ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF THE APPOINTMENT BY THE ISSUER YES FOR FOR
AUDIT COMMITTEE OF BOARD OF ERNST & YOUNG LLP AS
PRINCIPAL INDEPENDENT AUDITORS FOR 2010.
PROPOSAL #03: APPROVE AMENDMENTS TO THE ARTICLES OF ISSUER YES FOR FOR
INCORPORATION TO PROVIDE FOR ANNUAL ELECTION OF ALL
DIRECTORS.
PROPOSAL #04: APPROVE AMENDMENTS TO THE ARTICLES OF ISSUER YES FOR FOR
INCORPORATION TO ELIMINATE ALL SUPERMAJORITY VOTING
PROVISIONS.
PROPOSAL #05: SHAREHOLDER PROPOSAL ON ALLOWING SHAREHOLDER YES AGAINST FOR
SHAREHOLDERS TO CALL SPECIAL SHAREHOLDERS' MEETINGS.
PROPOSAL #06: SHAREHOLDER PROPOSAL ON PROHIBITING SHAREHOLDER YES AGAINST FOR
CEO'S FROM SERVING ON THE COMPENSATION COMMITTEE.
PROPOSAL #07: SHAREHOLDER PROPOSAL ON RATIFICATION OF SHAREHOLDER YES AGAINST FOR
EXECUTIVE COMPENSATION.
PROPOSAL #08: SHAREHOLDER PROPOSAL REQUIRING SHAREHOLDER YES AGAINST FOR
EXECUTIVES TO HOLD EQUITY AWARDS INTO RETIREMENT.
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ENERGIZER HOLDINGS, INC.
TICKER: ENR CUSIP: 29266R108
MEETING DATE: 1/25/2010 60; FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: R. DAVID HOOVER ISSUER YES FOR 0; FOR
ELECTION OF DIRECTOR: JOHN C. HUNTER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN E. KLEIN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN R. ROBERTS ISSUER YES FOR 60; FOR
PROPOSAL #02: RATIFICATION OF APPOINTMENT OF ISSUER YES FOR & #160; FOR
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITOR.
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FOREST LABORATORIES, INC.
TICKER: FRX CUSIP: 345838106
MEETING DATE: 8/10/2009 60; FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: ELECTION OF DIRECTOR: HOWARD SOLOMON ISSUER YES FOR FOR
PROPOSAL #1B: ELECTION OF DIRECTOR: LAWRENCE S. ISSUER YES FOR FOR
OLANOFF, M.D., PH.D.
PROPOSAL #1C: ELECTION OF DIRECTOR: NESLI BASGOZ, M.D. ISSUER YES FOR FOR
PROPOSAL #1D: ELECTION OF DIRECTOR: WILLIAM J. ISSUER YES FOR ; FOR
CANDEE, III
PROPOSAL #1E: ELECTION OF DIRECTOR: GEORGE S. COHAN ISSUER YES FOR FOR
PROPOSAL #1F: ELECTION OF DIRECTOR: DAN L. GOLDWASSER ISSUER YES FOR FOR
PROPOSAL #1G: ELECTION OF DIRECTOR: KENNETH E. GOODMAN ISSUER YES FOR FOR
PROPOSAL #1H: ELECTION OF DIRECTOR: LESTER B. SALANS, ISSUER YES FOR FOR
M.D.
PROPOSAL #02: APPROVAL OF THE COMPANY'S EXECUTIVE ISSUER YES FOR FOR
COMPENSATION PHILOSOPHY, POLICIES AND PROCEDURES AS
DESCRIBED IN THE COMPENSATION DISCUSSION AND ANALYSIS.
PROPOSAL #03: RATIFICATION OF THE SELECTION OF BDO ISSUER YES FOR FOR
SEIDMAN, LLP AS INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING MARCH 31,
2010.
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ISSUER: FRESENIUS MEDICAL CARE AG & CO. KGAA, BAYERN
TICKER: N/A CUSIP: D2734Z107
MEETING DATE: 5/11/2010 60; FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Presentation of the financial ISSUER YES FOR 60; FOR
statements and annual report for the 2009 FY with the
report of the Supervisory Board, the Group financial
statements, the Group annual report, and the reports
pursuant to Sections 289(4) and 315(4) of the German
Commercial Code
PROPOSAL #2.: Resolution on the appropriation of the ISSUER YES FOR FOR
distributable profit of EUR 748,591,242.19 as
follows: Payment of a dividend of EUR 0.61 per
ordinary share and EUR 0.63 per preferred share are
EUR 565,738,668.20 shall be carried forward Ex-
dividend and payable date: 12 MAY 2010
PROPOSAL #3.: Ratification of the acts of the General ISSUER YES FOR FOR
Partner
PROPOSAL #4.: Ratification of the acts of the ISSUER YES FOR & #160; FOR
Supervisory Board
PROPOSAL #5.: Resolution on the approval of the ISSUER YES FOR FOR
Remuneration System of the Management Board members
of the General Partner
PROPOSAL #6.: Appointment of the Auditors for the ISSUER YES FOR FOR
2010 FY: KPMG AG, Berlin
PROPOSAL #7.: Resolution on the creation of ISSUER YES FOR 60; FOR
authorized capital and the corresponding amendment to
the Articles of Association, a) the existing
authorized capital I of up to 35,000,000 shall be
revoked, the General Partner shall be authorized,
with the consent of the Supervisory Board, to
increase the share capital by up to EUR 35,000,000
through the issue of new ordinary shares against
payment in cash, on or before 10 MAY 2015 (authorized
capital 2010/I), Shareholders shall be granted
subscription rights except for residual amounts, b)
the existing authorized capital II of up to
25,000,000 shall be revoked, the General Partner
shall be authorized, with the consent of the
Supervisory Board, to increase the share capital by
up to EUR 25,000,000 through the issue of new
ordinary shares against payment in cash and/or kind,
on or before 10 MAY 2015 (authorized capital
2010/II), Shareholders shall be granted subscription
rights except for the issue of shares against payment
in kind, and for a capital increase of up to 10% of
the share capital against contributions in cash if
the shares are issued at a price not materially below
PROPOSAL #8.: Amendments to the Articles of ISSUER YES FOR 60; FOR
Association in accordance with the Law on the
Implementation of the Shareholder Rights Directive
(ARUG) Section 14, in respect of the shareholders'
meeting being convened at least 30 days prior to the
meeting, the day of the convocation and the day of
the shareholders' meeting not being included in the
calculation of the 30 day period Section 15(1), in
respect of shareholders being entitled to participate
in and vote at the shareholders' meeting if they
register with the Company by the sixth day prior to
the meeting and provide evidence of their
shareholding as per the statutory record date Section
15(2), in respect of members of the Supervisory
Board also being able to attend the shareholders'
meeting by electronic means of communication, Section
15(3), in respect of proxy-voting instructions being
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: GENZYME CORPORATION
TICKER: GENZ CUSIP: 372917104
MEETING DATE: 6/16/2010 60; FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: DOUGLAS A. BERTHIAUME ISSUER YES FOR 0; FOR
ELECTION OF DIRECTOR: ROBERT J. BERTOLINI ISSUER YES FOR ; FOR
ELECTION OF DIRECTOR: GAIL K. BOUDREAUX ISSUER YES FOR & #160; FOR
ELECTION OF DIRECTOR: ROBERT J. CARPENTER ISSUER YES FOR ; FOR
ELECTION OF DIRECTOR: CHARLES L. COONEY ISSUER YES FOR & #160; FOR
ELECTION OF DIRECTOR: VICTOR J. DZAU ISSUER YES FOR FOR
ELECTION OF DIRECTOR: SENATOR CONNIE MACK III ISSUER YES FOR & #160; FOR
ELECTION OF DIRECTOR: RICHARD F. SYRON ISSUER YES FOR &# 160; FOR
ELECTION OF DIRECTOR: HENRI A. TERMEER ISSUER YES FOR &# 160; FOR
ELECTION OF DIRECTOR: RALPH V. WHITWORTH ISSUER YES FOR FOR
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
2,750,000 SHARES.
PROPOSAL #03: A PROPOSAL TO AMEND THE 2009 EMPLOYEE ISSUER YES FOR FOR
STOCK PURCHASE PLAN TO INCREASE THE NUMBER OF SHARES
OF COMMON STOCK AVAILABLE FOR ISSUANCE UNDER THE PLAN
BY 1,500,000.
PROPOSAL #04: A PROPOSAL TO AMEND THE 2007 DIRECTOR ISSUER YES FOR FOR
EQUITY PLAN TO INCREASE THE NUMBER OF SHARES OF
COMMON STOCK AVAILABLE FOR ISSUANCE UNDER THE PLAN BY
250,000 SHARES.
PROPOSAL #05: A PROPOSAL TO AMEND THE RESTATED ISSUER YES FOR FOR
ARTICLES OF ORGANIZATION TO REDUCE THE PERCENTAGE OF
SHARES REQUIRED FOR SHAREHOLDERS TO CALL A SPECIAL
MEETING OF SHAREHOLDERS FROM 90% TO 40%.
PROPOSAL #06: A PROPOSAL TO RATIFY THE AUDIT ISSUER YES FOR &# 160; FOR
COMMITTEE'S SELECTION OF INDEPENDENT AUDITORS FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: GENZYME CORPORATION
TICKER: GENZ CUSIP: 372917104
MEETING DATE: 6/16/2010 60; FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: DR. STEVEN BURAKOFF SHAREHOLDER NO N/A &# 160; N/A
ELECTION OF DIRECTOR: DR. ALEXANDER J DENNER SHAREHOLDER NO N/A N/A
ELECTION OF DIRECTOR: MR. CARL C ICAHN SHAREHOLDER NO N/A 0; N/A
ELECTION OF DIRECTOR: DR. RICHARD MULLIGAN SHAREHOLDER NO N/A N/A
ELECTION OF DIRECTOR: MGTNOM: D A BERTHIAUME SHAREHOLDER NO N/A N/A
ELECTION OF DIRECTOR: MGTNOM: R J BERTOLINI SHAREHOLDER NO N/A ; N/A
ELECTION OF DIRECTOR: MGTNOM: G K BOUDREAUX SHAREHOLDER NO N/A ; N/A
ELECTION OF DIRECTOR: MGTNOM: R J CARPENTER SHAREHOLDER NO N/A ; N/A
ELECTION OF DIRECTOR: MGTNOM: V J DZAU SHAREHOLDER NO N/A 0; N/A
ELECTION OF DIRECTOR: MGTNOM: R V WHITWORTH SHAREHOLDER NO N/A ; N/A
PROPOSAL #02: A PROPOSAL TO AMEND THE 2004 EQUITY SHAREHOLDER NO N/A N/A
INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES OF
COMMON STOCK AVAILABLE FOR ISSUANCE UNDER THE PLAN
BY 2,750,000 SHARES.
PROPOSAL #03: A PROPOSAL TO AMEND THE 2009 EMPLOYEE SHAREHOLDER NO N/A N/A
STOCK PURCHASE PLAN TO INCREASE THE NUMBER OF SHARES
OF COMMON STOCK AVAILABLE FOR ISSUANCE UNDER THE PLAN
BY 1,500,000.
PROPOSAL #04: A PROPOSAL TO AMEND THE 2007 DIRECTOR SHAREHOLDER NO N/A N/A
EQUITY PLAN TO INCREASE THE NUMBER OF SHARES OF
COMMON STOCK AVAILABLE FOR ISSUANCE UNDER THE PLAN BY
250,000 SHARES.
PROPOSAL #05: A PROPOSAL TO AMEND THE RESTATED SHAREHOLDER NO N/A N/A
ARTICLES OF ORGANIZATION TO REDUCE THE PERCENTAGE OF
SHARES REQUIRED FOR SHAREHOLDERS TO CALL A SPECIAL
MEETING OF SHAREHOLDERS FROM 90% TO 40%.
PROPOSAL #06: A PROPOSAL TO RATIFY THE AUDIT SHAREHOLDER NO N/A N/A
COMMITTEE'S SELECTION OF INDEPENDENT AUDITORS FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: GILEAD SCIENCES, INC.
TICKER: GILD CUSIP: 375558103
MEETING DATE: 5/11/2010 60; 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: KEVIN E. LOFTON ISSUER YES FOR 60; FOR
ELECTION OF DIRECTOR: JOHN W. MADIGAN ISSUER YES FOR 60; FOR
ELECTION OF DIRECTOR: JOHN C. MARTIN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GORDON E. MOORE ISSUER YES FOR 60; FOR
ELECTION OF DIRECTOR: NICHOLAS G. MOORE ISSUER YES FOR & #160; FOR
ELECTION OF DIRECTOR: RICHARD J. WHITLEY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GAYLE E. WILSON ISSUER YES FOR 60; FOR
ELECTION OF DIRECTOR: PER WOLD-OLSEN 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: IF PROPERLY PRESENTED AT THE MEETING, SHAREHOLDER YES AGAINST FOR
TO VOTE ON A STOCKHOLDER PROPOSAL REQUESTING THAT THE
BOARD TAKE STEPS TO ADOPT MAJORITY VOTING STANDARDS
IN GILEAD'S CERTIFICATE OF INCORPORATION AND BY-LAWS.
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: GLAXOSMITHKLINE PLC
TICKER: GSK CUSIP: 37733W105
MEETING DATE: 5/6/2010 0; FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: TO RECEIVE AND ADOPT THE DIRECTORS' ISSUER YES FOR FOR
REPORT AND THE FINANCIAL STATEMENTS
PROPOSAL #02: TO APPROVE THE REMUNERATION REPORT ISSUER YES FOR FOR
PROPOSAL #03: TO RE-ELECT DR STEPHANIE BURNS AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #04: TO RE-ELECT MR JULIAN HESLOP AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #05: TO RE-ELECT SIR DERYCK MAUGHAN AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #06: TO RE-ELECT DR DANIEL PODOLSKY AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #07: TO RE-ELECT SIR ROBERT WILSON AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #08: RE-APPOINTMENT OF AUDITORS ISSUER YES FOR FOR
PROPOSAL #09: REMUNERATION OF AUDITORS ISSUER YES FOR &# 160; FOR
PROPOSAL #10: TO AUTHORISE THE COMPANY AND ITS ISSUER YES FOR ; FOR
SUBSIDIARIES TO MAKE DONATIONS TO POLITICAL
ORGANISATIONS AND INCUR POLITICAL EXPENDITURE
PROPOSAL #11: AUTHORITY TO ALLOT SHARES ISSUER YES FOR &# 160; FOR
PROPOSAL #S12: DISAPPLICATION OF PRE-EMPTION RIGHTS ISSUER YES FOR FOR
PROPOSAL #S13: AUTHORITY FOR THE COMPANY TO PURCHASE ISSUER YES FOR FOR
ITS OWN SHARES
PROPOSAL #14: 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
PROPOSAL #S16: ADOPT NEW ARTICLES OF ASSOCIATION ISSUER YES FOR FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: HEALTH MANAGEMENT ASSOCIATES, INC.
TICKER: HMA CUSIP: 421933102
MEETING DATE: 5/18/2010 60; FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: WILLIAM J. SCHOEN ISSUER YES FOR &# 160; FOR
ELECTION OF DIRECTOR: GARY D. NEWSOME ISSUER YES FOR 60; FOR
ELECTION OF DIRECTOR: KENT P. DAUTEN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DONALD E. KIERNAN ISSUER YES FOR & #160; FOR
ELECTION OF DIRECTOR: ROBERT A. KNOX ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM E. MAYBERRY, MD ISSUER YES FOR & #160; FOR
ELECTION OF DIRECTOR: VICKI A. O'MEARA ISSUER YES FOR &# 160; FOR
ELECTION OF DIRECTOR: WILLIAM C. STEERE, JR. ISSUER YES FOR &# 160; FOR
ELECTION OF DIRECTOR: R.W. WESTERFIELD, PH.D. ISSUER YES FOR & #160; FOR
PROPOSAL #02: TO APPROVE A PROPOSAL TO AMEND THE ISSUER YES FOR FOR
HEALTH MANAGEMENT ASSOCIATES, INC. 1996 EXECUTIVE
INCENTIVE COMPENSATION PLAN, THE SOLE PURPOSE OF
WHICH IS TO EXPAND THE CLASS OF ELIGIBLE PARTICIPANTS
UNDER THE PLAN TO INCLUDE NON-EMPLOYEE MEMBERS OF
OUR BOARD OF DIRECTORS.
PROPOSAL #03: 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, 2010.
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ISSUER: HEALTH NET, INC.
TICKER: HNT CUSIP: 42222G108
MEETING DATE: 5/12/2010 60; FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: ELECTION OF DIRECTOR: MARY ANNE CITRINO ISSUER YES FOR FOR
PROPOSAL #1B: ELECTION OF DIRECTOR: THEODORE F. ISSUER YES FOR FOR
CRAVER, JR.
PROPOSAL #1C: ELECTION OF DIRECTOR: VICKI B. ESCARRA ISSUER YES FOR FOR
PROPOSAL #1D: ELECTION OF DIRECTOR: THOMAS T. FARLEY ISSUER YES FOR FOR
PROPOSAL #1E: ELECTION OF DIRECTOR: GALE S. FITZGERALD ISSUER YES FOR FOR
PROPOSAL #1F: ELECTION OF DIRECTOR: PATRICK FOLEY ISSUER YES FOR FOR
PROPOSAL #1G: ELECTION OF DIRECTOR: JAY M. GELLERT ISSUER YES FOR FOR
PROPOSAL #1H: ELECTION OF DIRECTOR: ROGER F. GREAVES ISSUER YES FOR FOR
PROPOSAL #1I: ELECTION OF DIRECTOR: BRUCE G. WILLISON ISSUER YES FOR FOR
PROPOSAL #1J: ELECTION OF DIRECTOR: FREDERICK C. ISSUER YES FOR FOR
YEAGER
PROPOSAL #02: TO RATIFY THE SELECTION OF DELOITTE & ISSUER YES FOR FOR
TOUCHE LLP AS HEALTH NET'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR 2010.
PROPOSAL #03: STOCKHOLDER PROPOSAL (ELIMINATING SHAREHOLDER YES FOR AGAINST
SUPERMAJORITY VOTING).
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: HOSPIRA, INC.
TICKER: HSP CUSIP: 441060100
MEETING DATE: 5/11/2010 60; FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: ELECTION OF DIRECTOR: CONNIE R. CURRAN ISSUER YES FOR FOR
PROPOSAL #1B: ELECTION OF DIRECTOR: HEINO VON ISSUER YES FOR FOR
PRONDZYNSKI
PROPOSAL #1C: ELECTION OF DIRECTOR: MARK F. WHEELER ISSUER YES FOR FOR
PROPOSAL #02: PROPOSAL TO RATIFY THE APPOINTMENT OF ISSUER YES FOR FOR
DELOITTE & TOUCHE LLP AS AUDITORS FOR HOSPIRA FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: HUMANA INC.
TICKER: HUM CUSIP: 444859102
MEETING DATE: 4/20/2010 60; 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: DAVID B. NASH, ISSUER YES FOR FOR
M.D.
PROPOSAL #1I: ELECTION OF DIRECTOR: JAMES J. O'BRIEN ISSUER YES FOR FOR
PROPOSAL #1J: ELECTION OF DIRECTOR: MARISSA T. ISSUER YES FOR ; FOR
PETERSON
PROPOSAL #1K: 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: 2/8/2010 0; FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: TO ADOPT THE AGREEMENT AND PLAN OF ISSUER YES FOR FOR
MERGER, DATED AS OF NOVEMBER 5, 2009, AS IT MAY BE
AMENDED FROM TIME TO TIME, BY AND AMONG IMS HEALTH
INCORPORATED, HEALTHCARE TECHNOLOGY HOLDINGS, INC.
AND HEALTHCARE TECHNOLOGY ACQUISITION, INC.
PROPOSAL #02: TO APPROVE AN ADJOURNMENT OF THE ISSUER YES FOR FOR
SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO
SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT
VOTES AT THE TIME OF THE SPECIAL MEETING TO ADOPT THE
AGREEMENT AND PLAN OF MERGER.
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: IPSEN, PARIS
TICKER: N/A CUSIP: F5362H107
MEETING DATE: 5/28/2010 60; FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: Approve the financial statements ISSUER YES FOR FOR
PROPOSAL #O.2: Approve the consolidated financial ISSUER YES FOR FOR
statements
PROPOSAL #O.3: Approve the allocation of income ISSUER YES FOR FOR
PROPOSAL #O.4: Approve the regulated Agreements ISSUER YES AGAINST AGAINST
PROPOSAL #O.5: Approve the renewal of the term of ISSUER YES FOR FOR
Deloitte et Associes as the Secondary Principal
Statutory Auditor
PROPOSAL #O.6: Approve the renewal of the term of ISSUER YES FOR FOR
BEAS as the Secondary Deputy Statutory Auditor
PROPOSAL #O.7: Authorize the Board of Directors to ISSUER YES FOR FOR
repurchase the Company's own shares
PROPOSAL #E.8: Grant authority to cancel shares ISSUER YES FOR FOR
repurchased by the Company as part of the program
referred to in Article L.225-209 of the Commercial
PROPOSAL #E.9: Amend Article 11.3 of the Statutes ISSUER YES FOR FOR
PROPOSAL #E.10: Amend Article 13 of the Statutes ISSUER YES FOR FOR
PROPOSAL #E.11: Powers for the formalities ISSUER YES FOR 0; FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: JOHNSON & JOHNSON
TICKER: JNJ CUSIP: 478160104
MEETING DATE: 4/22/2010 60; 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: SUSAN L. LINDQUIST ISSUER YES FOR FOR
PROPOSAL #1E: ELECTION OF DIRECTOR: ANNE M. MULCAHY 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 & #160; FOR
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR 2010
PROPOSAL #03: ADVISORY VOTE ON EXECUTIVE COMPENSATION SHAREHOLDER YES AGAINST FOR
PROPOSAL #04: SPECIAL SHAREOWNER MEETINGS SHAREHOLDER YES AGAINST FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: LABORATORY CORP. OF AMERICA HOLDINGS
TICKER: LH CUSIP: 50540R409
MEETING DATE: 5/12/2010 60; FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: ELECTION OF DIRECTOR: DAVID P. KING ISSUER YES FOR FOR
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:WENDY E. LANE ISSUER YES FOR FOR
PROPOSAL #1E: ELECTION OF DIRECTOR: THOMAS P. MAC ISSUER YES FOR FOR
MAHON
PROPOSAL #1F: ELECTION OF DIRECTOR:ROBERT E. ISSUER YES FOR & #160; FOR
MITTELSTAEDT, JR.
PROPOSAL #1G: ELECTION OF DIRECTOR: ARTHUR H. ISSUER YES FOR & #160; 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 & #160; 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 2010.
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ISSUER: MCKESSON CORPORATION
TICKER: MCK CUSIP: 58155Q103
MEETING DATE: 7/22/2009 60; 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 & #160; FOR
LAWRENCE, M.D.
PROPOSAL #1H: ELECTION OF DIRECTOR: EDWARD A. MUELLER ISSUER YES FOR FOR
PROPOSAL #1I: ELECTION OF DIRECTOR: JANE E. SHAW ISSUER YES FOR FOR
PROPOSAL #02: APPROVAL OF AMENDMENT TO THE COMPANY'S ISSUER YES FOR FOR
2005 STOCK PLAN TO INCREASE THE NUMBER OF SHARES OF
COMMON STOCK RESERVED FOR ISSUANCE UNDER THE PLAN BY
14,500,000.
PROPOSAL #03: RATIFICATION OF THE APPOINTMENT OF ISSUER YES FOR FOR
DELOITTE & TOUCHE LLP AS THE INDEPENDENT PUBLIC
ACCOUNTING FIRM FOR THE YEAR MARCH 31, 2010.
PROPOSAL #04: STOCKHOLDER PROPOSAL ON EXECUTIVE STOCK SHAREHOLDER YES AGAINST FOR
RETENTION FOR TWO YEARS BEYOND RETIREMENT.
PROPOSAL #05: STOCKHOLDER PROPOSAL ON EXECUTIVE SHAREHOLDER YES AGAINST FOR
BENEFITS PROVIDED UPON DEATH WHILE IN SERVICE.
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: MEAD JOHNSON NUTRITION COMPANY
TICKER: MJN CUSIP: 582839106
MEETING DATE: 5/11/2010 60; FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: STEPHEN W. GOLSBY ISSUER YES FOR &# 160; FOR
ELECTION OF DIRECTOR: DR.STEVEN M. ALTSCHULER ISSUER YES FOR & #160; FOR
ELECTION OF DIRECTOR: HOWARD B. BERNICK ISSUER YES FOR & #160; FOR
ELECTION OF DIRECTOR: JAMES M. CORNELIUS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: PETER G. RATCLIFFE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DR. ELLIOTT SIGAL ISSUER YES FOR & #160; FOR
ELECTION OF DIRECTOR: ROBERT S. SINGER ISSUER YES FOR &# 160; FOR
ELECTION OF DIRECTOR: KIMBERLY A. CASIANO ISSUER YES FOR ; FOR
ELECTION OF DIRECTOR: ANNA C. CATALANO ISSUER YES FOR &# 160; FOR
PROPOSAL #02: APPROVAL OF MEAD JOHNSON NUTRITION ISSUER YES FOR FOR
COMPANY 2009 AMENDED AND RESTATED STOCK AWARD AND
INCENTIVE PLAN.
PROPOSAL #03: THE RATIFICATION OF THE APPOINTMENT OF ISSUER YES FOR FOR
DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM (INDEPENDENT
AUDITORS) IN 2010.
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ISSUER: MEDTRONIC, INC.
TICKER: MDT CUSIP: 585055106
MEETING DATE: 8/27/2009 60; FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: RICHARD H. ANDERSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: VICTOR J. DZAU, M.D. ISSUER YES FOR 0; FOR
ELECTION OF DIRECTOR: WILLIAM A. HAWKINS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: SHIRLEY A. JACKSON, PHD ISSUER YES FOR & #160; FOR
ELECTION OF DIRECTOR: DENISE M. O'LEARY ISSUER YES FOR & #160; FOR
ELECTION OF DIRECTOR: ROBERT C. POZEN ISSUER YES FOR 60; FOR
ELECTION OF DIRECTOR: JEAN-PIERRE ROSSO ISSUER YES FOR & #160; FOR
ELECTION OF DIRECTOR: JACK W. SCHULER ISSUER YES FOR 60; FOR
PROPOSAL #02: TO RATIFY THE APPOINTMENT OF ISSUER YES FOR 60; FOR
PRICEWATERHOUSECOOPERS LLP AS MEDTRONIC'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM.
PROPOSAL #03: TO APPROVE AN AMENDMENT TO THE ISSUER YES FOR &# 160; FOR
MEDTRONIC, INC. 2005 EMPLOYEES STOCK PURCHASE PLAN TO
INCREASE THE NUMBER OF SHARES AUTHORIZED FOR
ISSUANCE THEREUNDER FROM 10,000,000 TO 25,000,000.
PROPOSAL #04: TO APPROVE AN AMENDMENT TO THE ISSUER YES FOR &# 160; FOR
MEDTRONIC, INC. 2008 STOCK AWARD AND INCENTIVE PLAN
TO INCREASE THE NUMBER OF SHARES AUTHORIZED FOR
ISSUANCE THEREUNDER FROM 50,000,000 TO 100,000,000.
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: MERCK & CO., INC.
TICKER: MRK CUSIP: 589331107
MEETING DATE: 8/7/2009 0; FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: PROPOSAL TO APPROVE THE AGREEMENT AND ISSUER YES FOR FOR
PLAN OF MERGER, DATED AS OF MARCH 8, 2009, BY AND
AMONG MERCK & CO., INC., SCHERING-PLOUGH CORPORATION,
SP MERGER SUBSIDIARY ONE, INC. (FORMERLY BLUE, INC.)
AND SP MERGER SUBSIDIARY TWO, INC. (FORMERLY PURPLE,
INC.), AS IT MAY BE AMENDED.
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ISSUER: MERCK & CO., INC.
TICKER: MRK CUSIP: 58933Y105
MEETING DATE: 5/25/2010 60; 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
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. JACOBSON ISSUER YES FOR FOR
PROPOSAL #1H: ELECTION OF DIRECTOR: WILLIAM N. KELLEY ISSUER YES FOR FOR
PROPOSAL #1I: ELECTION OF DIRECTOR: C. ROBERT KIDDER ISSUER YES FOR FOR
PROPOSAL #1J: ELECTION OF DIRECTOR: ROCHELLE B. ISSUER YES FOR FOR
LAZARUS
PROPOSAL #1K: ELECTION OF DIRECTOR: CARLOS E. REPRESAS ISSUER YES FOR F OR
PROPOSAL #1L: ELECTION OF DIRECTOR: PATRICIA F. RUSSO ISSUER YES FOR FOR
PROPOSAL #1M: ELECTION OF DIRECTOR: THOMAS E. SHENK ISSUER YES FOR FOR
PROPOSAL #1N: ELECTION OF DIRECTOR: ANNE M. TATLOCK ISSUER YES FOR FOR
PROPOSAL #1O: ELECTION OF DIRECTOR: CRAIG B. THOMPSON ISSUER YES FOR FOR
PROPOSAL #1P: ELECTION OF DIRECTOR: WENDELL P. WEEKS ISSUER YES FOR FOR
PROPOSAL #1Q: 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 2010.
PROPOSAL #03: PROPOSAL TO ADOPT THE 2010 INCENTIVE ISSUER YES FOR FOR
STOCK PLAN.
PROPOSAL #04: PROPOSAL TO ADOPT THE 2010 NON-EMPLOYEE ISSUER YES FOR FOR
DIRECTORS STOCK OPTION PLAN.
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ISSUER: MITSUBISHI TANABE PHARMA CORPORATION
TICKER: N/A CUSIP: J4448H104
MEETING DATE: 6/22/2010 60; FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Approve Appropriation of Retained ISSUER YES FOR FOR
Earnings
PROPOSAL #2.1: Appoint a Director ISSUER YES AGAINST AGAINST
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 #3.: Appoint a Substitute Corporate Auditor ISSUER YES AGAINST AGAINST
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ONO PHARMACEUTICAL CO.,LTD.
TICKER: N/A CUSIP: J61546115
MEETING DATE: 6/29/2010 60; FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: Approve Appropriation of Profits ISSUER YES FOR &# 160; FOR
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 FOR FOR
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 Payment of Bonuses to Directors ISSUER YES FOR FOR
and Corporate Auditors
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ONYX PHARMACEUTICALS, INC.
TICKER: ONXX CUSIP: 683399109
MEETING DATE: 5/26/2010 60; FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: CORINNE H. NEVINNY ISSUER YES FOR & #160; �� FOR
ELECTION OF DIRECTOR: THOMAS G. WIGGANS ISSUER YES WITHHOLD &# 160; AGAINST
PROPOSAL #02: TO APPROVE AN AMENDMENT TO THE ISSUER YES AGAINST AGAINST
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 3,000,000 SHARES AND AMEND THE NON-DISCRETIONARY
DIRECTOR ANNUAL RESTRICTED STOCK AWARDS.
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, 2010.
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ISSUER: OWENS & MINOR, INC.
TICKER: OMI CUSIP: 690732102
MEETING DATE: 4/30/2010 60; FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: A. MARSHALL ACUFF, JR. ISSUER YES FOR 60; FOR
ELECTION OF DIRECTOR: J. ALFRED BROADDUS, JR. ISSUER YES FOR & #160; FOR
ELECTION OF DIRECTOR: JOHN T. CROTTY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RICHARD E. FOGG ISSUER YES FOR 60; FOR
ELECTION OF DIRECTOR: G. GILMER MINOR, III ISSUER YES FOR 0; FOR
ELECTION OF DIRECTOR: EDDIE N. MOORE, JR. ISSUER YES FOR ; FOR
ELECTION OF DIRECTOR: PETER S. REDDING ISSUER YES FOR &# 160; FOR
ELECTION OF DIRECTOR: JAMES E. ROGERS ISSUER YES FOR 60; FOR
ELECTION OF DIRECTOR: ROBERT C. SLEDD ISSUER YES FOR 60; FOR
ELECTION OF DIRECTOR: CRAIG R. SMITH ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAMES E. UKROP ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ANNE MARIE WHITTEMORE ISSUER YES FOR 60; FOR
PROPOSAL #2: VOTE TO RE-APPROVE PERFORMANCE GOALS IN ISSUER YES FOR FOR
THE OWENS & MINOR, INC. 2005 STOCK INCENTIVE PLAN
PROPOSAL #3: VOTE TO APPROVE AN AMENDMENT TO INCREASE ISSUER YES FOR FOR
THE INDIVIDUAL INCENTIVE AWARD LIMIT IN THE OWENS &
MINOR, INC. 2005 STOCK INCENTIVE PLAN
PROPOSAL #4: VOTE TO RATIFY KPMG LLP AS OUR ISSUER YES FOR 60; FOR
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2010
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: PALL CORPORATION
TICKER: PLL CUSIP: 696429307
MEETING DATE: 11/18/2009 &# 160; FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: DANIEL J. CARROLL ISSUER YES FOR &# 160; FOR
ELECTION OF DIRECTOR: ROBERT B. COUTTS ISSUER YES FOR &# 160; FOR
ELECTION OF DIRECTOR: CHERYL W. GRISE ISSUER YES FOR 60; FOR
ELECTION OF DIRECTOR: ULRIC S. HAYNES ISSUER YES FOR 60; FOR
ELECTION OF DIRECTOR: RONALD L. HOFFMAN ISSUER YES FOR & #160; FOR
ELECTION OF DIRECTOR: ERIC KRASNOFF ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DENNIS N. LONGSTREET ISSUER YES FOR 0; FOR
ELECTION OF DIRECTOR: EDWIN W. MARTIN, JR. ISSUER YES FOR 0; FOR
ELECTION OF DIRECTOR: KATHARINE L. PLOURDE ISSUER YES FOR 0; FOR
ELECTION OF DIRECTOR: EDWARD L. SNYDER ISSUER YES FOR &# 160; FOR
ELECTION OF DIRECTOR: EDWARD TRAVAGLIANTI ISSUER YES FOR ; FOR
PROPOSAL #02: PROPOSAL TO RATIFY THE APPOINTMENT OF ISSUER YES FOR FOR
KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2010.
PROPOSAL #03: PROPOSAL TO APPROVE THE COMPANY'S 2004 ISSUER YES FOR FOR
EXECUTIVE INCENTIVE BONUS PLAN.
PROPOSAL #04: PROPOSAL TO AMEND THE PALL CORPORATION ISSUER YES FOR FOR
EMPLOYEE STOCK PURCHASE PLAN TO INCREASE THE NUMBER
OF SHARES OF COMMON STOCK AVAILABLE FOR PURCHASE
UNDER THE PLAN.
PROPOSAL #05: PROPOSAL TO AMEND THE PALL CORPORATION ISSUER YES FOR FOR
MANAGEMENT STOCK PURCHASE PLAN TO INCREASE THE NUMBER
OF SHARES OF COMMON STOCK AVAILABLE FOR PURCHASE
UNDER THE PLAN.
PROPOSAL #06: PROPOSAL TO APPROVE THE PALL ISSUER YES FOR 0; FOR
CORPORATION 2005 STOCK COMPENSATION PLAN, AS AMENDED.
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ISSUER: PAREXEL INTERNATIONAL CORPORATION
TICKER: PRXL CUSIP: 699462107
MEETING DATE: 12/10/2009 &# 160; FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: EDUARD E. HOLDENER* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RICHARD L. LOVE* ISSUER YES FOR &# 160; FOR
PROPOSAL #2: TO RATIFY THE SELECTION OF ERNST & YOUNG ISSUER YES FOR FOR
LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JUNE 30,
2010.
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: PERRIGO COMPANY
TICKER: PRGO CUSIP: 714290103
MEETING DATE: 10/29/2009 &# 160; FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: GARY M. COHEN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DAVID T. GIBBONS ISSUER YES FOR &# 160; FOR
ELECTION OF DIRECTOR: RAN GOTTFRIED ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ELLEN R. HOFFING ISSUER YES FOR &# 160; FOR
PROPOSAL #02: RATIFICATION OF APPOINTMENT OF ERNST & ISSUER YES FOR FOR
YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR FISCAL YEAR 2010.
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: PFIZER INC.
TICKER: PFE CUSIP: 717081103
MEETING DATE: 4/22/2010 60; 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: FRANCES D. ISSUER YES FOR ; FOR
FERGUSSON
PROPOSAL #1G: ELECTION OF DIRECTOR: WILLIAM H. GRAY ISSUER YES FOR FOR
III
PROPOSAL #1H: ELECTION OF DIRECTOR: CONSTANCE J. ISSUER YES FOR FOR
HORNER
PROPOSAL #1I: ELECTION OF DIRECTOR: JAMES M. KILTS ISSUER �� YES FOR FOR
PROPOSAL #1J: ELECTION OF DIRECTOR: JEFFREY B. KINDLER ISSUER YES FOR FOR
PROPOSAL #1K: ELECTION OF DIRECTOR: GEORGE A. LORCH ISSUER YES FOR FOR
PROPOSAL #1L: ELECTION OF DIRECTOR: JOHN P. MASCOTTE ISSUER YES FOR FOR
PROPOSAL #1M: ELECTION OF DIRECTOR: SUZANNE NORA ISSUER YES FOR FOR
JOHNSON
PROPOSAL #1N: ELECTION OF DIRECTOR: STEPHEN W. SANGER ISSUER YES FOR FOR
PROPOSAL #1O: 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 2010.
PROPOSAL #03: ADVISORY VOTE ON EXECUTIVE COMPENSATION. ISSUER YES FOR FOR
PROPOSAL #04: APPROVAL OF BY-LAW AMENDMENT TO REDUCE ISSUER YES FOR FOR
THE PERCENTAGE OF SHARES REQUIRED FOR SHAREHOLDERS TO
CALL SPECIAL MEETINGS.
PROPOSAL #05: SHAREHOLDER PROPOSAL REGARDING STOCK SHAREHOLDER YES AGAINST FOR
OPTIONS.
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: QUEST DIAGNOSTICS INCORPORATED
TICKER: DGX CUSIP: 74834L100
MEETING DATE: 5/6/2010 0; FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: ELECTION OF DIRECTOR: JOHN C. BALDWIN ISSUER YES FOR FOR
PROPOSAL #1B: ELECTION OF DIRECTOR: SURYA N. MOHAPATRA ISSUER YES FOR FOR
PROPOSAL #1C: ELECTION OF DIRECTOR: GARY M. PFEIFFER ISSUER YES FOR FOR
PROPOSAL #02: TO RATIFY THE APPOINTMENT OF ISSUER YES FOR 60; FOR
PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2010.
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ROCHE HLDG LTD
TICKER: N/A CUSIP: H69293225
MEETING DATE: 3/2/2010 0; 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 2009
PROPOSAL #1.2: Approve the remuneration report (see ISSUER NO N/A N/A
annual report pages 75-85); this document contains
the principles governing the remuneration paid to the
Board of Directors and Corporate Executive Committee
and reports on the amounts paid to the members of
both bodies in 2009 this vote is purely consultative
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 Dr. DeAnne Julius to the ISSUER NO N/A N/A
Board for a term of 3 years as provided by the
Articles of Incorporation
PROPOSAL #4.2: Re-elect Professor Beatrice Weder di ISSUER NO N/A N/A
Mauro to the Board for a term of 3 years as provided
by the Articles of Incorporation
PROPOSAL #4.3: Elect Dr. Arthur D. Levinson as a new ISSUER NO N/A N/A
Member of the Board for a term of 3 years as provided
by the Articles of Incorporation
PROPOSAL #4.4: Elect Mr. William M. Burns as a new ISSUER NO N/A N/A
Member of the Board for a term of 3 years as provided
by the Articles of Incorporation
PROPOSAL #5.: Elect KPMG Ltd as the Statutory Auditors ISSUER NO N/A N/A
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ROCHE HOLDING LTD
TICKER: N/A CUSIP: H69293217
MEETING DATE: 3/2/2010 0; FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Presentation of the annual report, ISSUER NO N/A N/A
annual financial statement and the Group's annual
financial statement for 2009, as well as the
compensation report
PROPOSAL #2.: Resolution on the discharge of the ISSUER NO N/A N/A
Members of the Administrative Board
PROPOSAL #3.: Resolution on the appropriation of the ISSUER NO N/A N/A
net profit of Roche Holdings AG
PROPOSAL #4.: Election to the Administrative Board ISSUER NO N/A N/A
PROPOSAL #5.: Election of the Financial Auditor ISSUER NO N/A N/A
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: SANOFI-AVENTIS, PARIS
TICKER: N/A CUSIP: F5548N101
MEETING DATE: 5/17/2010 60; FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: Approve the company's accounts for FY ISSUER YES FOR FOR
2009
PROPOSAL #2: Approve the consolidated accounts for FY ISSUER YES FOR FOR
2009
PROPOSAL #3: Approve the allocation of the result, ISSUER YES FOR FOR
setting of the dividend
PROPOSAL #4: Approve the special report by the ISSUER YES AGAINST AGAINST
Statutory Auditors on accounts prepared in accordance
with Article L.225-40 of the Code de Commerce
PROPOSAL #5: Ratify the co-opting Mr. Serge Weinberg ISSUER YES FOR FOR
as a Director
PROPOSAL #6: Approve the non-renewal of a Director's ISSUER YES FOR FOR
appointment/Nomination Mr. Jean-Marc Bruel/ Mrs.
Catherine Brechignac as a Director
PROPOSAL #7: Approve the renewal of Director's ISSUER YES FOR FOR
appointment Mr. Robert Castaigne
PROPOSAL #8: Approve the renewal of a Director's ISSUER YES FOR FOR
appointment of Lord Douro
PROPOSAL #9: Approve the renewal of a Director's ISSUER YES FOR FOR
appointment of Mr. Christian Mulliez
PROPOSAL #10: Approve the renewal of a Director's ISSUER YES FOR FOR
appointment of Mr. Christopher Viehbacher
PROPOSAL #11: Authorize the Board of Directors to ISSUER YES FOR FOR
trade in the Company's shares
PROPOSAL #E.12: Amend the Article 11 of the Articles ISSUER YES FOR FOR
of Association
PROPOSAL #E.13: Grant powers to accomplish the ISSUER YES FOR FOR
necessary formalities
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ISSUER: SCHERING-PLOUGH CORPORATION
TICKER: SGP CUSIP: 806605101
MEETING DATE: 8/7/2009 0; FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: APPROVE THE AGREEMENT AND PLAN OF ISSUER YES FOR FOR
MERGER, DATED AS OF MARCH 8, 2009, BY AND AMONG MERCK
& CO., INC., SCHERING-PLOUGH CORPORATION, SP MERGER
SUBSIDIARY ONE, INC., AND SP MERGER SUBSIDIARY TWO,
INC., AS IT MAY BE AMENDED (THE MERGER AGREEMENT) AND
THE ISSUANCE OF SHARES OF COMMON STOCK IN THE MERGER
CONTEMPLATED BY THE MERGER AGREEMENT.
PROPOSAL #02: APPROVE ANY ADJOURNMENT OF THE ISSUER YES FOR &# 160; FOR
SCHERING-PLOUGH SPECIAL MEETING (INCLUDING, IF
NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE
NOT SUFFICIENT VOTES TO APPROVE THE MERGER AGREEMENT
AND THE ISSUANCE OF SHARES OF COMMON STOCK IN THE
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: SHIONOGI & CO.,LTD.
TICKER: N/A CUSIP: J74229105
MEETING DATE: 6/24/2010 60; FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Approve Appropriation of Retained ISSUER YES FOR FOR
Earnings
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 AGAINST AGAINST
PROPOSAL #2.6: Appoint a Director ISSUER YES FOR FOR
PROPOSAL #3.: Appoint a Substitute Corporate Auditor ISSUER YES AGAINST AGAINST
PROPOSAL #4.: Approve Payment of Bonuses to Directors ISSUER YES FOR FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: SIGMA-ALDRICH CORPORATION
TICKER: SIAL CUSIP: 826552101
MEETING DATE: 5/4/2010 0; FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: ELECTION OF DIRECTOR: REBECCA M. BERGMAN ISSUER YES FOR FOR
PROPOSAL #1B: ELECTION OF DIRECTOR: GEORGE M. CHURCH ISSUER YES FOR FOR
PROPOSAL #1C: ELECTION OF DIRECTOR: DAVID R. HARVEY ISSUER YES FOR FOR
PROPOSAL #1D: ELECTION OF DIRECTOR: W. LEE MCCOLLUM ISSUER YES FOR FOR
PROPOSAL #1E: ELECTION OF DIRECTOR: JAI P. NAGARKATTI ISSUER YES FOR FOR
PROPOSAL #1F: ELECTION OF DIRECTOR: AVI M. NASH ISSUER YES FOR FOR
PROPOSAL #1G: ELECTION OF DIRECTOR: STEVEN M. PAUL ISSUER YES FOR FOR
PROPOSAL #1H: ELECTION OF DIRECTOR: J. PEDRO REINHARD ISSUER YES FOR FOR
PROPOSAL #1I: ELECTION OF DIRECTOR: D. DEAN SPATZ ISSUER YES FOR FOR
PROPOSAL #1J: ELECTION OF DIRECTOR: BARRETT A. TOAN ISSUER YES FOR FOR
PROPOSAL #02: APPROVAL OF THE SIGMA-ALDRICH ISSUER YES FOR &# 160; FOR
CORPORATION CASH BONUS PLAN, AS AMENDED.
PROPOSAL #03: RATIFICATION OF THE APPOINTMENT OF KPMG ISSUER YES FOR FOR
LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTANT FOR 2010.
PROPOSAL #04: APPROVAL OF SHAREHOLDER PROPOSAL SHAREHOLDER YES AGAINST FOR
REGARDING MAJORITY VOTING.
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ISSUER: ST. JUDE MEDICAL, INC.
TICKER: STJ CUSIP: 790849103
MEETING DATE: 5/7/2010 0; FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: ELECTION OF DIRECTOR: STUART M. ESSIG ISSUER YES FOR FOR
PROPOSAL #1B: ELECTION OF DIRECTOR: BARBARA B. HILL ISSUER YES FOR FOR
PROPOSAL #1C: ELECTION OF DIRECTOR: MICHAEL A. ROCCA ISSUER YES FOR FOR
PROPOSAL #02: TO RATIFY THE APPOINTMENT OF ERNST & ISSUER YES FOR FOR
YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR 2010.
PROPOSAL #03: TO CONSIDER AND ACT UPON A SHAREHOLDER SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL REGARDING SUSTAINABILITY REPORTING.
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: STERIS CORPORATION
TICKER: STE CUSIP: 859152100
MEETING DATE: 7/23/2009 60; FOR/AGAINST
PROPOSAL: �� PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: RICHARD C. BREEDEN ISSUER YES FOR & #160; FOR
ELECTION OF DIRECTOR: CYNTHIA L. FELDMANN ISSUER YES FOR ; FOR
ELECTION OF DIRECTOR: ROBERT H. FIELDS ISSUER YES FOR &# 160; FOR
ELECTION OF DIRECTOR: JACQUELINE B. KOSECOFF ISSUER YES FOR &# 160; FOR
ELECTION OF DIRECTOR: KEVIN M. MCMULLEN ISSUER YES FOR & #160; FOR
ELECTION OF DIRECTOR: WALTER M ROSEBROUGH JR. ISSUER YES FOR & #160; FOR
ELECTION OF DIRECTOR: MOHSEN M. SOHI ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN P. WAREHAM ISSUER YES FOR 60; FOR
ELECTION OF DIRECTOR: LOYAL W. WILSON ISSUER YES FOR 60; FOR
ELECTION OF DIRECTOR: MICHAEL B. WOOD ISSUER YES FOR 60; 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, 2010.
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: TAKEDA PHARMACEUTICAL COMPANY LIMITED
TICKER: N/A CUSIP: J8129E108
MEETING DATE: 6/25/2010 60; FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Approve Appropriation of Retained ISSUER YES FOR FOR
Earnings
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 #3.: Approve Payment of Bonuses to Directors ISSUER YES FOR FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: TERUMO CORPORATION
TICKER: N/A CUSIP: J83173104
MEETING DATE: 6/29/2010 60; FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: Approve Appropriation of Profits ISSUER YES FOR &# 160; FOR
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 FOR FOR
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 #2.12: Appoint a Director ISSUER YES FOR FOR
PROPOSAL #2.13: Appoint a Director ISSUER YES FOR FOR
PROPOSAL #2.14: Appoint a Director ISSUER YES FOR FOR
PROPOSAL #2.15: Appoint a Director ISSUER YES FOR FOR
PROPOSAL #3: Appoint a Corporate Auditor ISSUER YES AGAINST &# 160; AGAINST
PROPOSAL #4: Appoint a Supplementary Auditor ISSUER YES FOR &# 160; FOR
PROPOSAL #5: Approve Payment of Bonuses to Directors ISSUER YES FOR FOR
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ISSUER: UCB SA, BRUXELLES
TICKER: N/A CUSIP: B93562120
MEETING DATE: 11/6/2009 60; FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: Acknowledgment of and discussion on a ISSUER NO N/A N/A
special report by the Board of Directors in
accordance with Articles 583, 596 - applied on an ad
hoc basis - and 602 of the Belgian Companies Code
regarding the attachment to the Bonds (as defined and
described in item 2 below) of a right to convert the
Bonds into up to a maximum of 12,904,558 new
ordinary shares of the Company
PROPOSAL #1.2: Acknowledgment of and discussion on a ISSUER NO N/A N/A
report by the Statutory Auditors of the Company in
accordance with Article 596 - applied on an ad hoc
basis - and 602 of the Belgian Companies Code
regarding the attachment to the Bonds of a right to
convert the Bonds into up to a maximum of 12,904,558
new ordinary shares of the Company
PROPOSAL #2.: Approve the attachment of a conversion ISSUER NO N/A N/A
right to the senior unsecured bonds due 2015 [the
'Bonds'] which have been issued by the Company for an
aggregate principal amount of EUR 500 million and
placed with institutional investors following an
accelerated book-building procedure on 30 SEP 2009
and an over-allotment option granted to the banks
managing the placement and exercised on the 01 OCT
2009; consequently, as far as necessary and
applicable, acknowledge the cancellation of the
preferential subscription rights of the shareholders;
the conversion shall be permitted in accordance with
and subject to the terms and conditions set forth in
annex to the special report of the Board of
Directors referred to above in item 1.1 (the Terms
and Conditions)
PROPOSAL #3.I: Approve, as a consequence of the ISSUER NO N/A N/A
attachment of the conversion right to the Bonds: to
increase the share capital of the Company, subject to
and to the extent of the conversion of Bonds into
new shares in accordance with the terms and
conditions, to up to a maximum amount of EUR
38,713,674 (being EUR 3.00 per share issued) by means
of a contribution in kind of bonds presented to the
Company, through the issuance of maximum 12,904,558
ordinary shares without nominal value (the
'Contribution in Kind'), with the same rights and
benefits as the existing ordinary shares of the
Company, which will participate in the profits of the
Company on the same footing as existing shares
PROPOSAL #3.II: Approve, as a consequence of the ISSUER NO N/A N/A
attachment of the conversion right to the Bonds, to
allocate the remaining value of the Contribution in
Kind, i.e. an amount of maximum EUR 461,286,326
(being EUR 35.746 per share issued), subject to
adjustments in accordance with the terms and
conditions, to the issuance premium account of the
Company, which is an account that provides the same
guarantee to third parties as the one provided by the
share capital of the Company and that may not be
abolished nor the amounts it contains be distributed
except further to a resolution by the Shareholders
Meeting resolving in accordance with the requirements
referred to in Article 612 of the Belgian Companies
PROPOSAL #4.i: Approve: pursuant to Article 556 of ISSUER NO N/A N/A
the Belgian Companies Code, to provide to
bondholders, in accordance with the terms and
conditions of the bonds, certain rights likely to
affect the Company' assets or which could give rise
to a debt of or a commitment by the Company, subject
to a change of control over the Company;
PROPOSAL #4.ii: Approve: pursuant to Article 556 of ISSUER NO N/A N/A
the Belgian Company Code, the provision granting to
the holders of bonds that the Company may issue
through a public offering, before 31 DEC 2009,
denominated in EUR, with a maturity not exceeding 10
years, the right to obtain the redemption, or the
right to require the repurchase, of such bonds in an
amount not in excess of 102% of the outstanding
principal amount plus accrued and unpaid interest of
such bonds, in the event of a take-over bid or a
change of control of the Company, as would be
provided in the terms and conditions relating to such
bonds; if such bond issue would be launched after
the date of this general shareholders' meeting, it
would be disclosed through a press release, which
would summarize the applicable change of control
provision and mention the total amount of bonds and
notes already issued by the Company that are subject
to a change of control provision approved under this
resolution
PROPOSAL #5.I: Authorize the Board of Directors of ISSUER NO N/A N/A
the Company and the Boards of its direct
subsidiaries, for a period of 5 years starting after
the date of the general shareholders' meeting which
will deliberate this point, to acquire shares of UCB,
up to maximum 20% of the issued shares, for exchange
values equivalent to the closing price of the UCB
share on Euronext Brussels on the day immediately
preceding the acquisition, plus a maximum of 15% or
minus a maximum of 15%, taking also into account any
applicable legal requirement
PROPOSAL #5.II: Approve to add the specified ISSUER NO N/A 60; N/A
paragraph at the end of Article 12 of the Articles of
PROPOSAL #6.I: Appoint Sir Tom McKillop as a �� ISSUER NO N/A 60; N/A
Director, for the period provided by Article 15 of
the Articles of Association, i.e. until after the AGM
PROPOSAL #6.II: Acknowledge that Sir Tom McKillop ISSUER NO N/A N/A
fulfills the independence criteria mentioned in
Article 526ter of the Companies Code; and that he is
appointed as an Independent Director in the meaning
of this legal provision
PROPOSAL #7.1.I: Authorize 2 Members of the Executive ISSUER NO N/A N/A
Committee or 1 Member of the Executive Committee and
the Secretary General of the Company, acting
jointly, to determine in accordance with the
resolutions above as adopted by the Shareholders
Meeting, the exact amount of each capital increase
and the exact number of shares to be issued
PROPOSAL #7.1II: Authorize 2 Members of the Executive ISSUER NO N/A N/A
Committee or 1 Member of the Executive Committee and
the Secretary General of the Company, acting
jointly, to have the realization of each capital
increase recorded before a notary public, to allocate
the conversion price of the Bonds as referred to
above and to subsequently amend the Articles of
Association with respect to the amount of the share
capital and the number of shares
PROPOSAL #7.2: Authorize the notary public, with ISSUER NO N/A N/A
right of substitution, to amend, to the extent
necessary, as a result of the amendments to the
Articles of Association relating to the capital
increase and to the disposal of own shares, the
records of the Company held with the register of
legal entities and to carry out any other formalities
required further to the capital increase
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: UCB SA, BRUXELLES
TICKER: N/A CUSIP: B93562120
MEETING DATE: 4/29/2010 60; FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: Receive the reports of the Board of ISSUER NO N/A N/A
Directors
PROPOSAL #2: Receive the reports of the Auditor ISSUER NO N/A & #160; N/A
PROPOSAL #3: Approve the annual accounts of UCB S.A ISSUER NO N/A N/A
and allocation of profits or losses
PROPOSAL #4: Grant discharge to the Directors ISSUER NO N/A 60; N/A
PROPOSAL #5: Grant discharge to the Auditors ISSUER NO N/A 60; N/A
PROPOSAL #6.1: Re-appoint Frederic Roch Doliveux as a ISSUER NO N/A N/A
Director who is due to expire for the period provide
by the Articles of Association
PROPOSAL #6.2: Re-appoint Peter Fellner as the ISSUER NO N/A & #160; N/A
Director for the period provided by the Articles of
Association
PROPOSAL #6.3: Appoint Peter Fellner as the as ISSUER NO N/A & #160; N/A
Independent Director according to the Article
PROPOSAL #6.4: Appoint Albrecht De Graeve as a new ISSUER NO N/A N/A
Director for the period provided by the
PROPOSAL #6.5: Appoint De Grave as the as Independent ISSUER NO N/A N/A
Director according to the Article 526bis of the
Companies code
PROPOSAL #6.6: Appoint Alexandre Van Damme as a new ISSUER NO N/A N/A
Director for the period provided by the
PROPOSAL #7: Approve the decisions of the Board of ISSUER NO N/A N/A
Directors to allocate a number of 300,000 to 375,000
maximum free shares of which 150,000 maximum to
Senior Executive, namely to about 38 individuals,
according to allocation criteria linked to the level
of responsibility of those concerned that 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;
and of which 225,000 maximum to Senior Executive
qualifying for the Performance Share Plan and for
which payout will occur after a three year vesting
period and will vary from 0% to 15% of the granted
amount depending on the level of achievement of the
performance conditions set by the Company at the
PROPOSAL #8: Approve, pursuant to Article 556 of the ISSUER NO N/A N/A
Belgian Company Code, the general share holder's
meeting approves: the condition 5 (c) (i) redemption
at the option of the bondholders-upon a change of
control of the terms and conditions applicable to
the EUR 500,000,000 5.75% bonds due 2016 which have
been issued by the Company on 10 DEC 2009, which
provides that, under certain circumstances, in case
of a change of control over the Company, the Company
may have to repay earlier all amount due under the
bonds; and any provisions of the facility agreement
dated 14 DEC 2009 between, amongst others, UCB SA/NV
as the Company, Commerzbank Aktiengesellschaft and
Mizuho Corporate bank Nederland N. V as co-ordinators
and Fortis bank SA/NV as agent, CONTD...
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: UNITED THERAPEUTICS CORPORATION
TICKER: UTHR CUSIP: 91307C102
MEETING DATE: 6/28/2010 60; FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: CHRISTOPHER CAUSEY ISSUER YES FOR & #160; FOR
ELECTION OF DIRECTOR: RICHARD GILTNER ISSUER YES FOR 60; FOR
ELECTION OF DIRECTOR: R. PAUL GRAY ISSUER YES FOR FOR
PROPOSAL #02: APPROVAL OF AMENDMENT TO AMENDED AND ISSUER YES AGAINST AGAINST
RESTATED CERTIFICATE OF INCORPORATION TO INCREASE
AUTHORIZED NUMBER OF SHARES OF COMMON STOCK
PROPOSAL #03: RATIFICATION OF THE APPOINTMENT OF ISSUER YES FOR FOR
ERNST & YOUNG LLP AS UNITED THERAPEUTICS
CORPORATION'S INDEPENDENT REGISTERED PUBLIC
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: UNITEDHEALTH GROUP INCORPORATED
TICKER: UNH CUSIP: 91324P102
MEETING DATE: 5/24/2010 60; 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, 2010.
PROPOSAL #03: SHAREHOLDER PROPOSAL CONCERNING SHAREHOLDER YES ABSTAIN AGAINST
DISCLOSURE OF LOBBYING EXPENSES.
PROPOSAL #04: SHAREHOLDER PROPOSAL CONCERNING SHAREHOLDER YES AGAINST FOR
ADVISORY VOTE ON EXECUTIVE COMPENSATION.
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: UNIVERSAL HEALTH SERVICES, INC.
TICKER: UHS CUSIP: 913903100
MEETING DATE: 5/19/2010 60; FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: ROBERT H. HOTZ ISSUER YES WITHHOLD AGAINST
PROPOSAL #2: THA ADOPTION OF THE UNIVERSAL HEALTH ISSUER YES AGAINST AGAINST
SERVICES, INC. 2010 EMPLOYEES' RESTRICTED STOCK
PURCHASE PLAN BY THE HOLDERS OF CLASS A, B, C AND D
COMON STOCK.
PROPOSAL #3: THE APPROVAL OF THE UNIVERSAL HEALTH ISSUER YES FOR FOR
SERVICES, INC. 2010 EXECUTIVE INCENTIVE PLAN BY THE
HOLDERS OF CLASS A, B, C AND D COMMON STOCK.
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: VERTEX PHARMACEUTICALS INCORPORATED
TICKER: VRTX CUSIP: 92532F100
MEETING DATE: 5/13/2010 60; FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: JOSHUA BOGER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CHARLES A. SANDERS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ELAINE S. ULLIAN ISSUER YES FOR &# 160; FOR
PROPOSAL #02: THE APPROVAL OF THE AMENDMENT TO THE ISSUER YES FOR FOR
AMENDED AND RESTATED 2006 STOCK AND OPTION PLAN THAT
INCREASES THE NUMBER OF SHARES OF COMMON STOCK
AUTHORIZED FOR ISSUANCE UNDER THE PLAN BY 12,000,000
SHARES FROM 21,602,380 SHARES TO 33,602,380 SHARES.
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: 1/13/2010 60; FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: STEVEN A. DAVIS ISSUER YES FOR 0; FOR
ELECTION OF DIRECTOR: WILLIAM C. FOOTE ISSUER YES FOR &# 160; FOR
ELECTION OF DIRECTOR: MARK P. FRISSORA ISSUER YES FOR &# 160; FOR
ELECTION OF DIRECTOR: ALAN G. MCNALLY ISSUER YES FOR 60; FOR
ELECTION OF DIRECTOR: NANCY M. SCHLICHTING ISSUER YES FOR 0; FOR
ELECTION OF DIRECTOR: DAVID Y. SCHWARTZ ISSUER YES FOR & #160; FOR
ELECTION OF DIRECTOR: ALEJANDRO SILVA ISSUER YES FOR 60; FOR
ELECTION OF DIRECTOR: JAMES A. SKINNER ISSUER YES FOR &# 160; FOR
ELECTION OF DIRECTOR: GREGORY D. WASSON ISSUER YES FOR & #160; FOR
PROPOSAL #02: RATIFY THE APPOINTMENT OF DELOITTE & ISSUER YES FOR FOR
TOUCHE LLP AS WALGREEN CO.'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM.
PROPOSAL #03: AMEND AND RESTATE THE WALGREEN CO. ISSUER YES FOR FOR
EXECUTIVE STOCK OPTION PLAN.
PROPOSAL #04: SHAREHOLDER PROPOSAL ON A POLICY TO SHAREHOLDER YES FOR AGAINST
CHANGE EACH VOTING REQUIREMENT IN WALGREEN CO.'S
CHARTER AND BY-LAWS TO SIMPLE MAJORITY VOTE.
PROPOSAL #05: SHAREHOLDER PROPOSAL ON A POLICY THAT A SHAREHOLDER YES AGAINST FOR
SIGNIFICANT PORTION OF FUTURE STOCK OPTION GRANTS TO
SENIOR EXECUTIVES SHOULD BE PERFORMANCE-BASED.
PROPOSAL #06: SHAREHOLDER PROPOSAL ON A WRITTEN SHAREHOLDER YES ABSTAIN AGAINST
REPORT ON CHARITABLE DONATIONS.
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: WARNER CHILCOTT PUBLIC LIMITED COMPANY
TICKER: WCRX CUSIP: G94368100
MEETING DATE: 5/13/2010 60; FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: ELECTION OF DIRECTOR: JOHN P. ISSUER YES AGAINST AGAINST
CONNAUGHTON
PROPOSAL #1B: ELECTION OF DIRECTOR: STEPHEN P. MURRAY ISSUER YES AGAINST AGAINST
PROPOSAL #02: TO APPROVE THE APPOINTMENT OF ISSUER YES AGAINST AGAINST
PRICEWATERHOUSECOOPERS LLP, A REGISTERED PUBLIC
ACCOUNTING FIRM, AS INDEPENDENT AUDITORS OF THE
COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2010,
AND TO AUTHORIZE THE BOARD OF DIRECTORS TO DETERMINE
THE AUDITORS' REMUNERATION.
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: WATSON PHARMACEUTICALS, INC.
TICKER: WPI CUSIP: 942683103
MEETING DATE: 5/7/2010 0; FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: ELECTION OF DIRECTOR: PAUL M. BISARO ISSUER YES FOR FOR
PROPOSAL #1B: ELECTION OF DIRECTOR: CHRISTOPHER W. ISSUER YES FOR FOR
BODINE
PROPOSAL #1C: ELECTION OF DIRECTOR: MICHEL J. FELDMAN ISSUER YES FOR FOR
PROPOSAL #1D: ELECTION OF DIRECTOR: FRED G. WEISS 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 2010 FISCAL
YEAR.
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: WELLCARE HEALTH PLANS, INC.
TICKER: WCG CUSIP: 94946T106
MEETING DATE: 7/30/2009 60; FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: KEVIN HICKEY* ISSUER YES FOR ; FOR
ELECTION OF DIRECTOR: REGINA HERZLINGER* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: HEATH SCHIESSER* ISSUER YES FOR &# 160; FOR
ELECTION OF DIRECTOR: DAVID GALLITANO* ISSUER YES WITHHOLD 60; AGAINST
ELECTION OF DIRECTOR: CHRISTIAN MICHALIK** ISSUER YES FOR 0; FOR
ELECTION OF DIRECTOR: R. JOSE KING-SHAW JR** ISSUER YES FOR &# 160; FOR
ELECTION OF DIRECTOR: D. ROBERT GRAHAM** ISSUER YES FOR FOR
PROPOSAL #02: APPROVAL AND ADOPTION OF AN AMENDMENT ISSUER YES FOR FOR
TO COMPANY'S CERTIFICATE OF INCORPORATION TO
DECLASSIFY COMPANY'S BOARD OF DIRECTORS.
PROPOSAL #03: AN AMENDMENT TO COMPANY'S CERTIFICATE ISSUER YES FOR FOR
OF INCORPORATION TO PROVIDE THAT DIRECTORS MAY BE
REMOVED WITH OR WITHOUT CAUSE.
PROPOSAL #04: RATIFICATION OF THE APPOINTMENT OF ISSUER YES FOR FOR
DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR
PROPOSAL #05: AS THE PROXIES MAY IN THEIR DISCRETION ISSUER YES AGAINST AGAINST
DETERMINE IN RESPECT OF ANY OTHER BUSINESS PROPERLY
TO COME BEFORE THE ANNUAL MEETING.
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: WELLCARE HEALTH PLANS, INC.
TICKER: WCG CUSIP: 94946T106
MEETING DATE: 6/10/2010 60; FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: CHARLES G. BERG ISSUER YES FOR 0; FOR
ELECTION OF DIRECTOR: CAROL J. BURT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ALEC CUNNINGHAM ISSUER YES FOR 60; FOR
ELECTION OF DIRECTOR: DAVID J. GALLITANO ISSUER YES FOR FOR
ELECTION OF DIRECTOR: D. ROBERT GRAHAM ISSUER YES FOR &# 160; FOR
ELECTION OF DIRECTOR: KEVIN F. HICKEY ISSUER YES FOR 60; FOR
ELECTION OF DIRECTOR: CHRISTIAN P. MICHALIK ISSUER YES FOR 60; FOR
ELECTION OF DIRECTOR: GLENN D. STEELE, JR M.D ISSUER YES FOR & #160; FOR
ELECTION OF DIRECTOR: WILLIAM L. TRUBECK ISSUER YES FOR FOR
ELECTION OF DIRECTOR: PAUL E. WEAVER 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 DECEMBER 31, 2010.
PROPOSAL #03: STOCKHOLDER PROPOSAL REGARDING A SHAREHOLDER YES ABSTAIN AGAINST
POLITICAL CONTRIBUTIONS AND EXPENDITURES REPORT, IF
PROPERLY PRESENTED AT THE ANNUAL MEETING.
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: WELLPOINT, INC.
TICKER: WLP CUSIP: 94973V107
MEETING DATE: 5/18/2010 60; FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: ELECTION OF DIRECTOR: SHEILA P. BURKE ISSUER YES FOR FOR
PROPOSAL #1B: ELECTION OF DIRECTOR: GEORGE A. ISSUER YES FOR FOR
SCHAEFER, JR.
PROPOSAL #1C: ELECTION OF DIRECTOR: JACKIE M. WARD 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 2010.
PROPOSAL #03: IF PROPERLY PRESENTED AT THE MEETING, SHAREHOLDER YES AGAINST FOR
TO VOTE ON A SHAREHOLDER PROPOSAL CONCERNING A
FEASIBILITY STUDY FOR CONVERTING TO NONPROFIT STATUS.
PROPOSAL #04: IF PROPERLY PRESENTED AT THE MEETING, SHAREHOLDER YES ABSTAIN AGAINST
TO VOTE ON A SHAREHOLDER PROPOSAL CONCERNING
DISCLOSURE OF LOBBYING EXPENSES.
PROPOSAL #05: IF PROPERLY PRESENTED AT THE MEETING, SHAREHOLDER YES AGAINST FOR
TO VOTE ON A SHAREHOLDER PROPOSAL CONCERNING AN
ADVISORY RESOLUTION ON COMPENSATION OF NAMED
PROPOSAL #06: IF PROPERLY PRESENTED AT THE MEETING, SHAREHOLDER YES AGAINST FOR
TO VOTE ON A SHAREHOLDER PROPOSAL TO CHANGE OUR
JURISDICTION OF INCORPORATION FROM INDIANA TO
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: WYETH
TICKER: WYE CUSIP: 983024100
MEETING DATE: 7/20/2009 60; FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: VOTE TO ADOPT THE AGREEMENT AND PLAN OF ISSUER YES FOR FOR
MERGER, DATED AS OF JANUARY 25, 2009, AMONG PFIZER
INC., WAGNER ACQUISITION CORP. AND WYETH, AS IT MAY
BE AMENDED FROM TIME TO TIME
PROPOSAL #02: VOTE TO APPROVE THE ADJOURNMENT OF THE ISSUER YES FOR FOR
MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES
IF THERE ARE NOT SUFFICIENT VOTES TO ADOPT THE MERGER
AGREEMENT
PROPOSAL #3A: ELECTION OF DIRECTOR: ROBERT M. AMEN ISSUER YES FOR FOR
PROPOSAL #3B: ELECTION OF DIRECTOR: MICHAEL J. ISSUER YES FOR ; FOR
CRITELLI
PROPOSAL #3C: ELECTION OF DIRECTOR: FRANCES D. ISSUER YES FOR FOR
FERGUSSON
PROPOSAL #3D: ELECTION OF DIRECTOR: VICTOR F. GANZI ISSUER YES FOR FOR
PROPOSAL #3E: ELECTION OF DIRECTOR: ROBERT LANGER ISSUER YES FOR FOR
PROPOSAL #3F: ELECTION OF DIRECTOR: JOHN P. MASCOTTE ISSUER YES FOR FOR
PROPOSAL #3G: ELECTION OF DIRECTOR: RAYMOND J. MCGUIRE ISSUER YES FOR FOR
PROPOSAL #3H: ELECTION OF DIRECTOR: MARY LAKE POLAN ISSUER YES FOR FOR
PROPOSAL #3I: ELECTION OF DIRECTOR: BERNARD POUSSOT ISSUER YES FOR FOR
PROPOSAL #3J: ELECTION OF DIRECTOR: GARY L. ROGERS ISSUER YES FOR FOR
PROPOSAL #3K: ELECTION OF DIRECTOR: JOHN R. TORELL III ISSUER YES FOR F OR
PROPOSAL #04: VOTE TO RATIFY PRICEWATERHOUSECOOPERS ISSUER YES FOR FOR
LLP AS WYETH'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2009
PROPOSAL #05: STOCKHOLDER PROPOSAL REGARDING SHAREHOLDER YES ABSTAIN AGAINST
REPORTING ON WYETH'S POLITICAL CONTRIBUTIONS AND
TRADE ASSOCIATION PAYMENTS
PROPOSAL #06: STOCKHOLDER PROPOSAL REGARDING SPECIAL SHAREHOLDER YES AGAINST FOR
STOCKHOLDER MEETINGS
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ISSUER: ZIMMER HOLDINGS, INC.
TICKER: ZMH CUSIP: 98956P102
MEETING DATE: 5/3/2010 0; 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: LARRY C. GLASSCOCK ISSUER YES FOR FOR
PROPOSAL #1E: ELECTION OF DIRECTOR: ROBERT A. HAGEMANN ISSUER YES FOR FOR
PROPOSAL #1F: ELECTION OF DIRECTOR: ARTHUR J. HIGGINS ISSUER YES FOR FOR
PROPOSAL #1G: ELECTION OF DIRECTOR: JOHN L. MCGOLDRICK ISSUER YES FOR FOR
PROPOSAL #1H: ELECTION OF DIRECTOR: CECIL B. PICKETT, ISSUER YES FOR FOR
PH.D.
PROPOSAL #02: RATIFICATION OF APPOINTMENT OF ISSUER YES FOR &# 160; FOR
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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*
Chairman and Chief Executive Officer
Date: August 31, 2010
* By Power of Attorney. Filed on April 26, 2010, see File Number 33-53683.
Incorporated by Reference.
