Vanguard Health Care Fund NPX Annual report of proxy voting record

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-PX

ANNUAL REPORT OF PROXY VOTING RECORD

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, 2010 - JUNE 30, 2011

FUND: VANGUARD DIVIDEND GROWTH FUND

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ISSUER: ABBOTT LABORATORIES

TICKER: ABT CUSIP: 002824100

MEETING DATE: 4/29/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.1: ELECT DIRECTOR ROBERT J. ALPERN ISSUER YES FOR FOR

PROPOSAL #1.2: ELECT DIRECTOR ROXANNE S. AUSTIN ISSUER YES FOR FOR

PROPOSAL #1.3: ELECT DIRECTOR W. JAMES FARRELL ISSUER YES FOR FOR

PROPOSAL #1.4: ELECT DIRECTOR H. LAURANCE FULLER ISSUER YES FOR FOR

PROPOSAL #1.5: ELECT DIRECTOR EDWARD M. LIDDY ISSUER YES FOR FOR

PROPOSAL #1.6: ELECT DIRECTOR PHEBE N. NOVAKOVIC ISSUER YES FOR FOR

PROPOSAL #1.7: ELECT DIRECTOR WILLIAM A. OSBORN ISSUER YES FOR FOR

PROPOSAL #1.8: ELECT DIRECTOR SAMUEL C. SCOTT III ISSUER YES FOR FOR

PROPOSAL #1.9: ELECT DIRECTOR GLENN F. TILTON ISSUER YES FOR FOR

PROPOSAL #1.10: ELECT DIRECTOR MILES D. WHITE ISSUER YES FOR FOR

PROPOSAL #2: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #3: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #4: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR FOR

PROPOSAL #5: ADOPT POLICY ON PHARMACEUTICAL PRICE SHAREHOLDER YES ABSTAIN AGAINST

RESTRAINT

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ISSUER: ACCENTURE PLC

TICKER: ACN CUSIP: G1151C101

MEETING DATE: 2/3/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #01: ACCEPTANCE, IN A NON-BINDING VOTE, OF ISSUER YES FOR FOR

THE FINANCIAL STATEMENTS FOR THE FIFTEEN MONTH PERIOD

ENDED AUGUST 31, 2010 AS PRESENTED

PROPOSAL #2A: RE-APPOINTMENT OF DIRECTOR: CHARLES H. ISSUER YES FOR FOR

GIANCARLO

PROPOSAL #2B: RE-APPOINTMENT OF DIRECTOR: DENNIS F. ISSUER YES FOR FOR

HIGHTOWER

PROPOSAL #2C: RE-APPOINTMENT OF DIRECTOR: BLYTHE J. ISSUER YES FOR FOR

MCGARVIE

PROPOSAL #2D: RE-APPOINTMENT OF DIRECTOR: MARK MOODY- ISSUER YES FOR FOR

STUART

PROPOSAL #2E: RE-APPOINTMENT OF DIRECTOR: PIERRE ISSUER YES FOR FOR

NANTERME

PROPOSAL #03: RATIFICATION, IN A NON-BINDING VOTE, OF ISSUER YES FOR FOR

APPOINTMENT OF KPMG AS INDEPENDENT AUDITORS FOR THE

2011 FISCAL YEAR AND AUTHORIZATION, IN A BINDING

VOTE, OF THE BOARD, ACTING THROUGH THE AUDIT

COMMITTEE, TO DETERMINE KPMG'S REMUNERATION

PROPOSAL #04: APPROVAL, IN A NON-BINDING VOTE, OF THE ISSUER YES FOR FOR

COMPENSATION OF THE NAMED EXECUTIVE OFFICERS

PROPOSAL #05: RECOMMENDATION, IN A NON-BINDING VOTE, ISSUER YES ONE YEAR AGAINST

OF THE FREQUENCY OF SHAREHOLDER VOTES ON EXECUTIVE

COMPENSATION

PROPOSAL #06: AUTHORIZATION TO HOLD THE 2012 ANNUAL ISSUER YES FOR FOR

GENERAL MEETING OF SHAREHOLDERS OF ACCENTURE PLC AT A

LOCATION OUTSIDE OF IRELAND

PROPOSAL #07: AUTHORIZATION OF ACCENTURE TO MAKE ISSUER YES FOR FOR

OPEN-MARKET PURCHASES OF ACCENTURE PLC CLASS A

ORDINARY SHARES

PROPOSAL #08: DETERMINATION OF THE PRICE RANGE AT ISSUER YES FOR FOR

WHICH ACCENTURE PLC CAN RE-ISSUE SHARES THAT IT

ACQUIRES AS TREASURY STOCK

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ISSUER: ACE LIMITED

TICKER: ACE CUSIP: H0023R105

MEETING DATE: 5/18/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.1: ELECT EVAN G. GREENBERG AS DIRECTOR ISSUER YES FOR FOR

PROPOSAL #1.2: ELECT LEO F. MULLIN AS DIRECTOR ISSUER YES FOR FOR

PROPOSAL #1.3: ELECT OLIVIER STEIMER AS DIRECTOR ISSUER YES FOR FOR

PROPOSAL #1.4: ELECT MICHAEL P. CONNORS AS DIRECTOR ISSUER YES FOR FOR

PROPOSAL #1.5: ELECT EUGENE B. SHANKS, JR AS DIRECTOR ISSUER YES FOR FOR

PROPOSAL #1.6: ELECT JOHN A. KROL AS DIRECTOR ISSUER YES FOR FOR

PROPOSAL #2.1: APPROVE ANNUAL REPORT ISSUER YES FOR FOR

PROPOSAL #2.2: ACCEPT STATUTORY FINANCIAL STATEMENTS ISSUER YES FOR FOR

PROPOSAL #2.3: ACCEPT CONSOLIDATED FINANCIAL ISSUER YES FOR FOR

STATEMENTS

PROPOSAL #3: APPROVE ALLOCATION OF INCOME AND ISSUER YES FOR FOR

DIVIDENDS

PROPOSAL #4: APPROVE DISCHARGE OF BOARD AND SENIOR ISSUER YES FOR FOR

MANAGEMENT

PROPOSAL #5.1: RATIFY PRICEWATERHOUSECOOPERS AG AS ISSUER YES FOR FOR

AUDITORS

PROPOSAL #5.2: RATIFY RATIFY PRICEWATERHOUSECOOPERS ISSUER YES FOR FOR

LLC AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

AS AUDITORS

PROPOSAL #5.3: RATIFY BDO AG AS SPECIAL AUDITORS ISSUER YES FOR FOR

PROPOSAL #6: APPROVE DIVIDEND DISTRIBUTION FROM LEGAL ISSUER YES FOR FOR

RESERVES

PROPOSAL #7: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #8: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR N/A

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ISSUER: ASTRAZENECA PLC

TICKER: AZN CUSIP: 046353108

MEETING DATE: 4/28/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: ACCEPT FINANCIAL STATEMENTS AND ISSUER YES FOR FOR

STATUTORY REPORTS

PROPOSAL #2: CONFIRM FIRST INTERIM DIVIDEND; CONFIRM ISSUER YES FOR FOR

AS FINAL DIVIDEND THE SECOND INTERIM DIVIDEND

PROPOSAL #3: REAPPOINT KPMG AUDIT PLC AS AUDITORS ISSUER YES FOR FOR

PROPOSAL #4: AUTHORISE BOARD TO FIX REMUNERATION OF ISSUER YES FOR FOR

AUDITORS

PROPOSAL #5(a): RE-ELECT LOUIS SCHWEITZER AS DIRECTOR ISSUER YES FOR FOR

PROPOSAL #5(b): RE-ELECT DAVID BRENNAN AS DIRECTOR ISSUER YES FOR FOR

PROPOSAL #5(c): RE-ELECT SIMON LOWTH AS DIRECTOR ISSUER YES FOR FOR

PROPOSAL #5(d): ELECT BRUCE BURLINGTON AS DIRECTOR ISSUER YES FOR FOR

PROPOSAL #5(e): RE-ELECT JEAN-PHILIPPE COURTOIS AS ISSUER YES FOR FOR

DIRECTOR

PROPOSAL #5(f): RE-ELECT MICHELE HOOPER AS DIRECTOR ISSUER YES FOR FOR

PROPOSAL #5(g): RE-ELECT RUDY MARKHAM AS DIRECTOR ISSUER YES FOR FOR

PROPOSAL #5(h): RE-ELECT NANCY ROTHWELL AS DIRECTOR ISSUER YES FOR FOR

PROPOSAL #5(i): ELECT SHRITI VADERA AS DIRECTOR ISSUER YES FOR FOR

PROPOSAL #5(j): RE-ELECT JOHN VARLEY AS DIRECTOR ISSUER YES FOR FOR

PROPOSAL #5(k): RE-ELECT MARCUS WALLENBERG AS DIRECTOR ISSUER YES AGAINST AGAINST

PROPOSAL #6: APPROVE REMUNERATION REPORT ISSUER YES FOR FOR

PROPOSAL #7: AUTHORISE EU POLITICAL DONATIONS AND ISSUER YES FOR FOR

EXPENDITURE

PROPOSAL #8: AUTHORISE ISSUE OF EQUITY WITH PRE- ISSUER YES FOR FOR

EMPTIVE RIGHTS

PROPOSAL #9: AUTHORISE ISSUE OF EQUITY WITHOUT PRE- ISSUER YES FOR FOR

EMPTIVE RIGHTS

PROPOSAL #10: AUTHORISE MARKET PURCHASE ISSUER YES FOR FOR

PROPOSAL #11: AUTHORISE THE COMPANY TO CALL EGM WITH ISSUER YES FOR FOR

TWO WEEKS' NOTICE

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ISSUER: AT&T INC.

TICKER: T CUSIP: 00206R102

MEETING DATE: 4/29/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: ELECT DIRECTOR RANDALL L. STEPHENSON ISSUER YES FOR FOR

PROPOSAL #2: ELECT DIRECTOR GILBERT F. AMELIO ISSUER YES FOR FOR

PROPOSAL #3: ELECT DIRECTOR REUBEN V. ANDERSON ISSUER YES FOR FOR

PROPOSAL #4: ELECT DIRECTOR JAMES H. BLANCHARD ISSUER YES FOR FOR

PROPOSAL #5: ELECT DIRECTOR JAIME CHICO PARDO ISSUER YES FOR FOR

PROPOSAL #6: ELECT DIRECTOR JAMES P. KELLY ISSUER YES FOR FOR

PROPOSAL #7: ELECT DIRECTOR JON C. MADONNA ISSUER YES FOR FOR

PROPOSAL #8: ELECT DIRECTOR LYNN M. MARTIN ISSUER YES FOR FOR

PROPOSAL #9: ELECT DIRECTOR JOHN B. MCCOY ISSUER YES FOR FOR

PROPOSAL #10: ELECT DIRECTOR JOYCE M. ROCHE ISSUER YES FOR FOR

PROPOSAL #11: ELECT DIRECTOR MATTHEW K. ROSE ISSUER YES FOR FOR

PROPOSAL #12: ELECT DIRECTOR LAURA D ANDREA TYSON ISSUER YES FOR FOR

PROPOSAL #13: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #14: APPROVE OMNIBUS STOCK PLAN ISSUER YES FOR FOR

PROPOSAL #15: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #16: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR AGAINST

PROPOSAL #17: REPORT ON POLITICAL CONTRIBUTIONS SHAREHOLDER YES ABSTAIN AGAINST

PROPOSAL #18: AMEND ARTICLES/BYLAWS/CHARTER -- CALL SHAREHOLDER YES AGAINST FOR

SPECIAL MEETINGS

PROPOSAL #19: PROVIDE RIGHT TO ACT BY WRITTEN CONSENT SHAREHOLDER YES AGAINST FOR

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ISSUER: AUTOMATIC DATA PROCESSING, INC.

TICKER: ADP CUSIP: 053015103

MEETING DATE: 11/9/2010 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #01.1: ELECT DIRECTOR GREGORY D. BRENNEMAN ISSUER YES FOR FOR

PROPOSAL #01.2: ELECT DIRECTOR LESLIE A. BRUN ISSUER YES FOR FOR

PROPOSAL #01.3: ELECT DIRECTOR GARY C. BUTLER ISSUER YES FOR FOR

PROPOSAL #01.4: ELECT DIRECTOR LEON G. COOPERMAN ISSUER YES FOR FOR

PROPOSAL #01.5: ELECT DIRECTOR ERIC C. FAST ISSUER YES FOR FOR

PROPOSAL #01.6: ELECT DIRECTOR LINDA R. GOODEN ISSUER YES FOR FOR

PROPOSAL #01.7: ELECT DIRECTOR R. GLENN HUBBARD ISSUER YES FOR FOR

PROPOSAL #01.8: ELECT DIRECTOR JOHN P. JONES ISSUER YES FOR FOR

PROPOSAL #01.9: ELECT DIRECTOR SHARON T. ROWLANDS ISSUER YES FOR FOR

PROPOSAL #01.10: ELECT DIRECTOR ENRIQUE T. SALEM ISSUER YES FOR FOR

PROPOSAL #01.11: ELECT DIRECTOR GREGORY L. SUMME ISSUER YES FOR FOR

PROPOSAL #02: AMENDMENT OF THE AUTOMATIC DATA ISSUER YES FOR FOR

PROCESSING, INC. EMPLOYEES' SAVINGS STOCK PURCHASE

PROPOSAL #03: APPOINTMENT OF DELOITTE & TOUCHE LLP ISSUER YES FOR FOR

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ISSUER: BG GROUP PLC

TICKER: BG CUSIP: G1245Z108

MEETING DATE: 5/12/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: ACCEPT FINANCIAL STATEMENTS AND ISSUER YES FOR FOR

STATUTORY REPORTS

PROPOSAL #2: APPROVE REMUNERATION REPORT ISSUER YES FOR FOR

PROPOSAL #3: APPROVE FINAL DIVIDEND ISSUER YES FOR FOR

PROPOSAL #4: ELECT FABIO BARBOSA AS DIRECTOR ISSUER YES FOR FOR

PROPOSAL #5: ELECT CAIO KOCH-WESER AS DIRECTOR ISSUER YES FOR FOR

PROPOSAL #6: ELECT PATRICK THOMAS AS DIRECTOR ISSUER YES FOR FOR

PROPOSAL #7: RE-ELECT PETER BACKHOUSE AS DIRECTOR ISSUER YES FOR FOR

PROPOSAL #8: RE-ELECT FRANK CHAPMAN AS DIRECTOR ISSUER YES FOR FOR

PROPOSAL #9: RE-ELECT BARONESS HOGG AS DIRECTOR ISSUER YES FOR FOR

PROPOSAL #10: RE-ELECT DR JOHN HOOD AS DIRECTOR ISSUER YES FOR FOR

PROPOSAL #11: RE-ELECT MARTIN HOUSTON AS DIRECTOR ISSUER YES FOR FOR

PROPOSAL #12: RE-ELECT SIR DAVID MANNING AS DIRECTOR ISSUER YES FOR FOR

PROPOSAL #13: RE-ELECT MARK SELIGMAN AS DIRECTOR ISSUER YES FOR FOR

PROPOSAL #14: RE-ELECT PHILIPPE VARIN AS DIRECTOR ISSUER YES FOR FOR

PROPOSAL #15: RE-ELECT SIR ROBERT WILSON AS DIRECTOR ISSUER YES FOR FOR

PROPOSAL #16: REAPPOINT PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR FOR

AUDITORS

PROPOSAL #17: AUTHORISE THE AUDIT COMMITTEE TO FIX ISSUER YES FOR FOR

REMUNERATION OF AUDITORS

PROPOSAL #18: AUTHORISE EU POLITICAL DONATIONS AND ISSUER YES FOR FOR

EXPENDITURE

PROPOSAL #19: AUTHORISE ISSUE OF EQUITY WITH PRE- ISSUER YES FOR FOR

EMPTIVE RIGHTS

PROPOSAL #20: AUTHORISE ISSUE OF EQUITY WITHOUT PRE- ISSUER YES FOR FOR

EMPTIVE RIGHTS

PROPOSAL #21: AUTHORISE MARKET PURCHASE ISSUER YES FOR FOR

PROPOSAL #22: AUTHORISE THE COMPANY TO CALL EGM WITH ISSUER YES FOR FOR

TWO WEEKS' NOTICE

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ISSUER: CARDINAL HEALTH, INC.

TICKER: CAH CUSIP: 14149Y108

MEETING DATE: 11/3/2010 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: CARRIE S. COX ISSUER YES FOR FOR

PROPOSAL #1E: ELECTION OF DIRECTOR: CALVIN DARDEN ISSUER YES FOR FOR

PROPOSAL #1F: ELECTION OF DIRECTOR: BRUCE L. DOWNEY ISSUER YES FOR FOR

PROPOSAL #1G: ELECTION OF DIRECTOR: JOHN F. FINN ISSUER YES FOR FOR

PROPOSAL #1H: ELECTION OF DIRECTOR: GREGORY B. KENNY ISSUER YES FOR FOR

PROPOSAL #1I: ELECTION OF DIRECTOR: JAMES J. MONGAN, ISSUER YES FOR FOR

M.D.

PROPOSAL #1J: ELECTION OF DIRECTOR: RICHARD C. ISSUER YES FOR FOR

NOTEBAERT

PROPOSAL #1K: ELECTION OF DIRECTOR: DAVID W. RAISBECK ISSUER YES FOR FOR

PROPOSAL #1L: ELECTION OF DIRECTOR: JEAN G. ISSUER YES FOR FOR

SPAULDING, M.D.

PROPOSAL #02: PROPOSAL TO RATIFY THE SELECTION OF ISSUER YES FOR FOR

ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR

ENDING JUNE 30, 2011.

PROPOSAL #03: PROPOSAL TO APPROVE AN AMENDMENT TO THE ISSUER YES FOR FOR

COMPANY'S RESTATED CODE OF REGULATIONS ALLOWING THE

BOARD OF DIRECTORS TO AMEND THE RESTATED CODE OF

REGULATIONS.

PROPOSAL #04: SHAREHOLDER PROPOSAL REGARDING SHAREHOLDER YES AGAINST FOR

PERFORMANCE-BASED STOCK OPTIONS.

PROPOSAL #05: SHAREHOLDER PROPOSAL TO AMEND THE SHAREHOLDER YES AGAINST FOR

RESTATED CODE OF REGULATIONS TO REQUIRE THAT THE

CHAIRMAN OF THE BOARD BE AN INDEPENDENT DIRECTOR.

PROPOSAL #06: SHAREHOLDER PROPOSAL REGARDING SPECIAL SHAREHOLDER YES AGAINST FOR

SHAREOWNER MEETINGS.

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ISSUER: CHEVRON CORPORATION

TICKER: CVX CUSIP: 166764100

MEETING DATE: 5/25/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: ELECT DIRECTOR L.F. DEILY ISSUER YES FOR FOR

PROPOSAL #2: ELECT DIRECTOR R.E. DENHAM ISSUER YES FOR FOR

PROPOSAL #3: ELECT DIRECTOR R.J. EATON ISSUER YES FOR FOR

PROPOSAL #4: ELECT DIRECTOR C. HAGEL ISSUER YES FOR FOR

PROPOSAL #5: ELECT DIRECTOR E. HERNANDEZ ISSUER YES FOR FOR

PROPOSAL #6: ELECT DIRECTOR G.L. KIRKLAND ISSUER YES FOR FOR

PROPOSAL #7: ELECT DIRECTOR D.B. RICE ISSUER YES FOR FOR

PROPOSAL #8: ELECT DIRECTOR K.W. SHARER ISSUER YES FOR FOR

PROPOSAL #9: ELECT DIRECTOR C.R. SHOEMATE ISSUER YES FOR FOR

PROPOSAL #10: ELECT DIRECTOR J.G. STUMPF ISSUER YES FOR FOR

PROPOSAL #11: ELECT DIRECTOR R.D. SUGAR ISSUER YES FOR FOR

PROPOSAL #12: ELECT DIRECTOR C. WARE ISSUER YES FOR FOR

PROPOSAL #13: ELECT DIRECTOR J.S. WATSON ISSUER YES FOR FOR

PROPOSAL #14: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #15: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #16: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR FOR

PROPOSAL #17: REQUEST DIRECTOR NOMINEE WITH SHAREHOLDER YES AGAINST FOR

ENVIRONMENTAL QUALIFICATIONS

PROPOSAL #18: AMEND BYLAWS TO ESTABLISH A BOARD SHAREHOLDER YES ABSTAIN AGAINST

COMMITTEE ON HUMAN RIGHTS

PROPOSAL #19: INCLUDE SUSTAINABILITY AS A PERFORMANCE SHAREHOLDER YES AGAINST FOR

MEASURE FOR SENIOR EXECUTIVE COMPENSATION

PROPOSAL #20: ADOPT GUIDELINES FOR COUNTRY SELECTION SHAREHOLDER YES AGAINST FOR

PROPOSAL #21: REPORT ON FINANCIAL RISKS OF CLIMATE SHAREHOLDER YES ABSTAIN AGAINST

CHANGE

PROPOSAL #22: REPORT ON ENVIRONMENTAL IMPACTS OF SHAREHOLDER YES ABSTAIN AGAINST

NATURAL GAS FRACTURING

PROPOSAL #23: REPORT ON OFFSHORE OIL WELLS AND SPILL SHAREHOLDER YES ABSTAIN AGAINST

MITIGATION MEASURES

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ISSUER: COLGATE-PALMOLIVE COMPANY

TICKER: CL CUSIP: 194162103

MEETING DATE: 5/6/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: ELECT DIRECTOR JOHN T. CAHILL ISSUER YES FOR FOR

PROPOSAL #2: ELECT DIRECTOR IAN COOK ISSUER YES FOR FOR

PROPOSAL #3: ELECT DIRECTOR HELENE D. GAYLE ISSUER YES FOR FOR

PROPOSAL #4: ELECT DIRECTOR ELLEN M. HANCOCK ISSUER YES FOR FOR

PROPOSAL #5: ELECT DIRECTOR JOSEPH JIMENEZ ISSUER YES FOR FOR

PROPOSAL #6: ELECT DIRECTOR RICHARD J. KOGAN ISSUER YES FOR FOR

PROPOSAL #7: ELECT DIRECTOR DELANO E. LEWIS ISSUER YES FOR FOR

PROPOSAL #8: ELECT DIRECTOR J. PEDRO REINHARD ISSUER YES FOR FOR

PROPOSAL #9: ELECT DIRECTOR STEPHEN I. SADOVE ISSUER YES FOR FOR

PROPOSAL #10: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #11: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #12: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR AGAINST

PROPOSAL #13: AMEND ARTICLES/BYLAWS/CHARTER -- CALL SHAREHOLDER YES AGAINST FOR

SPECIAL MEETINGS

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ISSUER: CONOCOPHILLIPS

TICKER: COP CUSIP: 20825C104

MEETING DATE: 5/11/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: ELECT DIRECTOR RICHARD L. ARMITAGE ISSUER YES FOR FOR

PROPOSAL #2: ELECT DIRECTOR RICHARD H. AUCHINLECK ISSUER YES FOR FOR

PROPOSAL #3: ELECT DIRECTOR JAMES E. COPELAND, JR. ISSUER YES FOR FOR

PROPOSAL #4: ELECT DIRECTOR KENNETH M. DUBERSTEIN ISSUER YES FOR FOR

PROPOSAL #5: ELECT DIRECTOR RUTH R. HARKIN ISSUER YES FOR FOR

PROPOSAL #6: ELECT DIRECTOR HAROLD W. MCGRAW III ISSUER YES FOR FOR

PROPOSAL #7: ELECT DIRECTOR JAMES J. MULVA ISSUER YES FOR FOR

PROPOSAL #8: ELECT DIRECTOR ROBERT A. NIBLOCK ISSUER YES FOR FOR

PROPOSAL #9: ELECT DIRECTOR HARALD J. NORVIK ISSUER YES FOR FOR

PROPOSAL #10: ELECT DIRECTOR WILLIAM K. REILLY ISSUER YES FOR FOR

PROPOSAL #11: ELECT DIRECTOR VICTORIA J. TSCHINKEL ISSUER YES FOR FOR

PROPOSAL #12: ELECT DIRECTOR KATHRYN C. TURNER ISSUER YES FOR FOR

PROPOSAL #13: ELECT DIRECTOR WILLIAM E. WADE, JR. ISSUER YES FOR FOR

PROPOSAL #14: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #15: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #16: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR N/A

PROPOSAL #17: APPROVE OMNIBUS STOCK PLAN ISSUER YES FOR FOR

PROPOSAL #18: AMEND EEO POLICY TO PROHIBIT SHAREHOLDER YES ABSTAIN AGAINST

DISCRIMINATION BASED ON GENDER IDENTITY

PROPOSAL #19: REPORT ON POLITICAL CONTRIBUTIONS SHAREHOLDER YES ABSTAIN AGAINST

PROPOSAL #20: REPORT ON LOBBYING EXPENSES SHAREHOLDER YES ABSTAIN AGAINST

PROPOSAL #21: REPORT ON ACCIDENT RISK REDUCTION SHAREHOLDER YES ABSTAIN AGAINST

EFFORTS

PROPOSAL #22: ADOPT POLICY TO ADDRESS COASTAL SHAREHOLDER YES ABSTAIN AGAINST

LOUISIANA ENVIRONMENTAL IMPACTS

PROPOSAL #23: ADOPT QUANTITATIVE GHG GOALS FOR SHAREHOLDER YES ABSTAIN AGAINST

PRODUCTS AND OPERATIONS

PROPOSAL #24: REPORT ON FINANCIAL RISKS OF CLIMATE SHAREHOLDER YES ABSTAIN AGAINST

CHANGE

PROPOSAL #25: REPORT ON ENVIRONMENTAL IMPACT OF OIL SHAREHOLDER YES ABSTAIN AGAINST

SANDS OPERATIONS IN CANADA

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ISSUER: CVS CAREMARK CORPORATION

TICKER: CVS CUSIP: 126650100

MEETING DATE: 5/11/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: ELECT DIRECTOR EDWIN M. BANKS ISSUER YES FOR FOR

PROPOSAL #2: ELECT DIRECTOR C. DAVID BROWN II ISSUER YES FOR FOR

PROPOSAL #3: ELECT DIRECTOR DAVID W. DORMAN ISSUER YES FOR FOR

PROPOSAL #4: ELECT DIRECTOR ANNE M. FINUCANE ISSUER YES FOR FOR

PROPOSAL #5: ELECT DIRECTOR KRISTEN GIBNEY WILLIAMS ISSUER YES FOR FOR

PROPOSAL #6: ELECT DIRECTOR MARIAN L. HEARD ISSUER YES FOR FOR

PROPOSAL #7: ELECT DIRECTOR LARRY J. MERLO ISSUER YES FOR FOR

PROPOSAL #8: ELECT DIRECTOR JEAN-PIERRE MILLON ISSUER YES FOR FOR

PROPOSAL #9: ELECT DIRECTOR TERRENCE MURRAY ISSUER YES FOR FOR

PROPOSAL #10: ELECT DIRECTOR C.A. LANCE PICCOLO ISSUER YES FOR FOR

PROPOSAL #11: ELECT DIRECTOR RICHARD J. SWIFT ISSUER YES FOR FOR

PROPOSAL #12: ELECT DIRECTOR TONY L. WHITE ISSUER YES FOR FOR

PROPOSAL #13: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #14: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #15: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR FOR

PROPOSAL #16: REPORT ON POLITICAL CONTRIBUTIONS SHAREHOLDER YES ABSTAIN AGAINST

PROPOSAL #17: PROVIDE RIGHT TO ACT BY WRITTEN CONSENT SHAREHOLDER YES AGAINST FOR

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ISSUER: DOMINION RESOURCES, INC.

TICKER: D CUSIP: 25746U109

MEETING DATE: 5/12/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: ELECT DIRECTOR WILLIAM P. BARR ISSUER YES FOR FOR

PROPOSAL #2: ELECT DIRECTOR PETER W. BROWN ISSUER YES FOR FOR

PROPOSAL #3: ELECT DIRECTOR GEORGE A. DAVIDSON, JR. ISSUER YES FOR FOR

PROPOSAL #4: ELECT DIRECTOR HELEN E. DRAGAS ISSUER YES FOR FOR

PROPOSAL #5: ELECT DIRECTOR THOMAS F. FARRELL II ISSUER YES FOR FOR

PROPOSAL #6: ELECT DIRECTOR JOHN W. HARRIS ISSUER YES FOR FOR

PROPOSAL #7: ELECT DIRECTOR ROBERT S. JEPSON, JR. ISSUER YES FOR FOR

PROPOSAL #8: ELECT DIRECTOR MARK J. KINGTON ISSUER YES FOR FOR

PROPOSAL #9: ELECT DIRECTOR MARGARET A. MCKENNA ISSUER YES FOR FOR

PROPOSAL #10: ELECT DIRECTOR FRANK S. ROYAL ISSUER YES FOR FOR

PROPOSAL #11: ELECT DIRECTOR ROBERT H. SPILMAN, JR. ISSUER YES FOR FOR

PROPOSAL #12: ELECT DIRECTOR DAVID A. WOLLARD ISSUER YES FOR FOR

PROPOSAL #13: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #14: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #15: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR FOR

PROPOSAL #16: REPORT ON COAL USE FROM MOUNTAINTOP SHAREHOLDER YES ABSTAIN AGAINST

REMOVAL MINING

PROPOSAL #17: ADOPT RENEWABLE ENERGY PRODUCTION GOAL SHAREHOLDER YES ABSTAIN AGAINST

PROPOSAL #18: REPORT ON FINANCIAL RISKS OF COAL SHAREHOLDER YES ABSTAIN AGAINST

RELIANCE

PROPOSAL #19: INVEST IN RENEWABLE ENERGY AND STOP SHAREHOLDER YES ABSTAIN AGAINST

CONSTRUCTION OF NUCLEAR REACTOR

PROPOSAL #20: REQUIRE INDEPENDENT BOARD CHAIRMAN SHAREHOLDER YES AGAINST FOR

PROPOSAL #21: PROVIDE RIGHT TO ACT BY WRITTEN CONSENT SHAREHOLDER YES AGAINST FOR

PROPOSAL #22: SUBMIT SERP TO SHAREHOLDER VOTE SHAREHOLDER YES AGAINST FOR

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ISSUER: ECOLAB INC.

TICKER: ECL CUSIP: 278865100

MEETING DATE: 5/5/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: ELECT DIRECTOR DOUGLAS M. BAKER, JR. ISSUER YES FOR FOR

PROPOSAL #2: ELECT DIRECTOR BARBARA J. BECK ISSUER YES FOR FOR

PROPOSAL #3: ELECT DIRECTOR JERRY W. LEVIN ISSUER YES FOR FOR

PROPOSAL #4: ELECT DIRECTOR ROBERT L. LUMPKINS ISSUER YES FOR FOR

PROPOSAL #5: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #6: AMEND NONQUALIFIED EMPLOYEE STOCK ISSUER YES FOR FOR

PURCHASE PLAN

PROPOSAL #7: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #8: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR FOR

PROPOSAL #9: ADOPT POLICY ON HUMAN RIGHT TO WATER SHAREHOLDER YES ABSTAIN AGAINST

PROPOSAL #10: REDUCE SUPERMAJORITY VOTE REQUIREMENT SHAREHOLDER YES AGAINST FOR

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ISSUER: EMERSON ELECTRIC CO.

TICKER: EMR CUSIP: 291011104

MEETING DATE: 2/1/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #01.1: ELECT DIRECTOR D.N. FARR* ISSUER YES FOR FOR

PROPOSAL #01.2: ELECT DIRECTOR H. GREEN* ISSUER YES FOR FOR

PROPOSAL #01.3: ELECT DIRECTOR C.A. PETERS* ISSUER YES FOR FOR

PROPOSAL #01.4: ELECT DIRECTOR J.W. PRUEHER* ISSUER YES FOR FOR

PROPOSAL #01.5: ELECT DIRECTOR R.L. RIDGWAY** ISSUER YES FOR �� FOR

PROPOSAL #02: RE-APPROVAL OF THE PERFORMANCE MEASURES ISSUER YES FOR FOR

UNDER THE EMERSON ELECTRIC CO. 2006 INCENTIVE SHARES

PLAN.

PROPOSAL #03: APPROVAL OF THE EMERSON ELECTRIC CO. ISSUER YES FOR FOR

2011 STOCK OPTION PLAN.

PROPOSAL #04: RATIFICATION OF KPMG LLP AS INDEPENDENT ISSUER YES FOR FOR

REGISTERED PUBLIC ACCOUNTING FIRM.

PROPOSAL #05: APPROVAL, BY NON-BINDING ADVISORY VOTE, ISSUER YES FOR FOR

OF EMERSON ELECTRIC CO. EXECUTIVE COMPENSATION.

PROPOSAL #06: ADVISORY VOTE ON THE FREQUENCY OF ISSUER YES ONE YEAR AGAINST

EXECUTIVE COMPENSATION ADVISORY VOTES.

PROPOSAL #07: APPROVAL OF THE STOCKHOLDER PROPOSAL SHAREHOLDER YES AGAINST FOR

REQUESTING THE ISSUANCE OF A SUSTAINABILITY REPORT AS

DESCRIBED IN THE PROXY STATEMENT.

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ISSUER: ENBRIDGE INC.

TICKER: ENB CUSIP: 29250N105

MEETING DATE: 5/11/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.1: ELECT DIRECTOR DAVID A. ARLEDGE ISSUER YES FOR FOR

PROPOSAL #1.2: ELECT DIRECTOR JAMES J. BLANCHARD ISSUER YES FOR FOR

PROPOSAL #1.3: ELECT DIRECTOR J. LORNE BRAITHWAITE ISSUER YES FOR FOR

PROPOSAL #1.4: ELECT DIRECTOR PATRICK D. DANIEL ISSUER YES FOR FOR

PROPOSAL #1.5: ELECT DIRECTOR J. HERB ENGLAND ISSUER YES FOR FOR

PROPOSAL #1.6: ELECT DIRECTOR CHARLES W. FISCHER ISSUER YES FOR FOR

PROPOSAL #1.7: ELECT DIRECTOR V. MAUREEN KEMPSTON ISSUER YES FOR FOR

DARKES

PROPOSAL #1.8: ELECT DIRECTOR DAVID A. LESLIE ISSUER YES FOR FOR

PROPOSAL #1.9: ELECT DIRECTOR GEORGE K. PETTY ISSUER YES FOR FOR

PROPOSAL #1.10: ELECT DIRECTOR CHARLES E. SHULTZ ISSUER YES FOR FOR

PROPOSAL #1.11: ELECT DIRECTOR DAN C. TUTCHER ISSUER YES FOR FOR

PROPOSAL #1.12: ELECT DIRECTOR CATHERINE L. WILLIAMS ISSUER YES FOR FOR

PROPOSAL #2: RATIFY PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR FOR

AUDITORS

PROPOSAL #3: APPROVE STOCK SPLIT ISSUER YES FOR FOR

PROPOSAL #4: RE-APPROVE STOCK OPTION PLAN ISSUER YES FOR FOR

PROPOSAL #5: APPROVE SHAREHOLDER RIGHTS PLAN ISSUER YES FOR FOR

PROPOSAL #6: ADVISORY VOTE ON EXECUTIVE COMPENSATION ISSUER YES FOR FOR

APPROACH

----------------------------------------------------------------------------------------------------------------------------------------------------------------

ISSUER: EXXON MOBIL CORPORATION

TICKER: XOM CUSIP: 30231G102

MEETING DATE: 5/25/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.1: ELECT DIRECTOR M.J. BOSKIN ISSUER YES FOR FOR

PROPOSAL #1.2: ELECT DIRECTOR P. BRABECK-LETMATHE ISSUER YES FOR FOR

PROPOSAL #1.3: ELECT DIRECTOR L.R. FAULKNER ISSUER YES FOR FOR

PROPOSAL #1.4: ELECT DIRECTOR J.S. FISHMAN ISSUER YES FOR FOR

PROPOSAL #1.5: ELECT DIRECTOR K.C. FRAZIER ISSUER YES FOR FOR

PROPOSAL #1.6: ELECT DIRECTOR W.W. GEORGE ISSUER YES FOR FOR

PROPOSAL #1.7: ELECT DIRECTOR M.C. NELSON ISSUER YES FOR FOR

PROPOSAL #1.8: ELECT DIRECTOR S.J. PALMISANO ISSUER YES FOR FOR

PROPOSAL #1.9: ELECT DIRECTOR S.S. REINEMUND ISSUER YES FOR FOR

PROPOSAL #1.10: ELECT DIRECTOR R.W. TILLERSON ISSUER YES FOR FOR

PROPOSAL #1.11: ELECT DIRECTOR E.E. WHITACRE, JR. ISSUER YES FOR FOR

PROPOSAL #2: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #3: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #4: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR AGAINST

PROPOSAL #5: REQUIRE INDEPENDENT BOARD CHAIRMAN SHAREHOLDER YES AGAINST FOR

PROPOSAL #6: REPORT ON POLITICAL CONTRIBUTIONS SHAREHOLDER YES ABSTAIN AGAINST

PROPOSAL #7: AMEND EEO POLICY TO PROHIBIT SHAREHOLDER YES ABSTAIN AGAINST

DISCRIMINATION BASED ON SEXUAL ORIENTATION AND GENDER

IDENTITY

PROPOSAL #8: ADOPT POLICY ON HUMAN RIGHT TO WATER SHAREHOLDER YES ABSTAIN AGAINST

PROPOSAL #9: REPORT ON ENVIRONMENTAL IMPACT OF OIL SHAREHOLDER YES ABSTAIN AGAINST

SANDS OPERATIONS IN CANADA

PROPOSAL #10: REPORT ON ENVIRONMENTAL IMPACTS OF SHAREHOLDER YES ABSTAIN AGAINST

NATURAL GAS FRACTURING

PROPOSAL #11: REPORT ON ENERGY TECHNOLOGIES SHAREHOLDER YES ABSTAIN AGAINST

DEVELOPMENT

PROPOSAL #12: ADOPT QUANTITATIVE GHG GOALS FOR SHAREHOLDER YES ABSTAIN AGAINST

PRODUCTS AND OPERATIONS

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ISSUER: GENERAL DYNAMICS CORPORATION

TICKER: GD CUSIP: 369550108

MEETING DATE: 5/4/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: ELECT DIRECTOR MARY T. BARRA ISSUER YES FOR FOR

PROPOSAL #2: ELECT DIRECTOR NICHOLAS D. CHABRAJA ISSUER YES FOR FOR

PROPOSAL #3: ELECT DIRECTOR JAMES S. CROWN ISSUER YES FOR FOR

PROPOSAL #4: ELECT DIRECTOR WILLIAM P. FRICKS ISSUER YES FOR FOR

PROPOSAL #5: ELECT DIRECTOR JAY L. JOHNSON ISSUER YES FOR FOR

PROPOSAL #6: ELECT DIRECTOR GEORGE A. JOULWAN ISSUER YES FOR FOR

PROPOSAL #7: ELECT DIRECTOR PAUL G. KAMINSKI ISSUER YES FOR FOR

PROPOSAL #8: ELECT DIRECTOR JOHN M. KEANE ISSUER YES FOR FOR

PROPOSAL #9: ELECT DIRECTOR LESTER L. LYLES ISSUER YES FOR FOR

PROPOSAL #10: ELECT DIRECTOR WILLIAM A. OSBORN ISSUER YES FOR FOR

PROPOSAL #11: ELECT DIRECTOR ROBERT WALMSLEY ISSUER YES FOR FOR

PROPOSAL #12: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #13: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #14: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR AGAINST

PROPOSAL #15: REVIEW AND ASSESS HUMAN RIGHTS POLICIES SHAREHOLDER YES ABSTAIN AGAINST

PROPOSAL #16: AMEND ARTICLES/BYLAWS/CHARTER -- CALL SHAREHOLDER YES AGAINST FOR

SPECIAL MEETINGS

----------------------------------------------------------------------------------------------------------------------------------------------------------------

ISSUER: HONEYWELL INTERNATIONAL INC.

TICKER: HON CUSIP: 438516106

MEETING DATE: 4/25/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: ELECT DIRECTOR GORDON M. BETHUNE ISSUER YES FOR FOR

PROPOSAL #2: ELECT DIRECTOR KEVIN BURKE ISSUER YES FOR FOR

PROPOSAL #3: ELECT DIRECTOR JAIME CHICO PARDO ISSUER YES FOR FOR

PROPOSAL #4: ELECT DIRECTOR DAVID M. COTE ISSUER YES FOR FOR

PROPOSAL #5: ELECT DIRECTOR D. SCOTT DAVIS ISSUER YES FOR FOR

PROPOSAL #6: ELECT DIRECTOR LINNET F. DEILY ISSUER YES FOR FOR

PROPOSAL #7: ELECT DIRECTOR JUDD GREGG ISSUER YES FOR FOR

PROPOSAL #8: ELECT DIRECTOR CLIVE R. HOLLICK ISSUER YES FOR FOR

PROPOSAL #9: ELECT DIRECTOR GEORGE PAZ ISSUER YES FOR FOR

PROPOSAL #10: ELECT DIRECTOR BRADLEY T. SHEARES ISSUER YES FOR FOR

PROPOSAL #11: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #12: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #13: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR FOR

PROPOSAL #14: APPROVE OMNIBUS STOCK PLAN ISSUER YES FOR FOR

PROPOSAL #15: AMEND EXECUTIVE INCENTIVE BONUS PLAN ISSUER YES FOR FOR

PROPOSAL #16: PROVIDE RIGHT TO ACT BY WRITTEN CONSENT SHAREHOLDER YES AGAINST FOR

PROPOSAL #17: AMEND ARTICLES/BYLAWS/CHARTER -- CALL SHAREHOLDER YES AGAINST FOR

SPECIAL MEETINGS

----------------------------------------------------------------------------------------------------------------------------------------------------------------

ISSUER: INTERNATIONAL BUSINESS MACHINES CORPORATION

TICKER: IBM CUSIP: 459200101

MEETING DATE: 4/26/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: ELECT DIRECTOR A. J. P. BELDA ISSUER YES FOR FOR

PROPOSAL #2: ELECT DIRECTOR W. R. BRODY ISSUER YES FOR FOR

PROPOSAL #3: ELECT DIRECTOR K. I. CHENAULT ISSUER YES FOR FOR

PROPOSAL #4: ELECT DIRECTOR M. L. ESKEW ISSUER YES FOR FOR

PROPOSAL #5: ELECT DIRECTOR S. A. JACKSON ISSUER YES FOR FOR

PROPOSAL #6: ELECT DIRECTOR A. N. LIVERIS ISSUER YES FOR FOR

PROPOSAL #7: ELECT DIRECTOR W. J. MCNERNEY, JR. ISSUER YES FOR FOR

PROPOSAL #8: ELECT DIRECTOR J. W. OWENS ISSUER YES FOR FOR

PROPOSAL #9: ELECT DIRECTOR S. J. PALMISANO ISSUER YES FOR FOR

PROPOSAL #10: ELECT DIRECTOR J. E. SPERO ISSUER YES FOR FOR

PROPOSAL #11: ELECT DIRECTOR S. TAUREL ISSUER YES FOR FOR

PROPOSAL #12: ELECT DIRECTOR L. H. ZAMBRANO ISSUER YES FOR FOR

PROPOSAL #13: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #14: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #15: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR AGAINST

PROPOSAL #16: PROVIDE FOR CUMULATIVE VOTING SHAREHOLDER YES AGAINST FOR

PROPOSAL #17: REPORT ON POLITICAL CONTRIBUTIONS SHAREHOLDER YES ABSTAIN AGAINST

PROPOSAL #18: REPORT ON LOBBYING EXPENSES SHAREHOLDER YES ABSTAIN AGAINST

----------------------------------------------------------------------------------------------------------------------------------------------------------------

ISSUER: JOHNSON & JOHNSON

TICKER: JNJ CUSIP: 478160104

MEETING DATE: 4/28/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: ELECT DIRECTOR MARY SUE COLEMAN ISSUER YES FOR FOR

PROPOSAL #2: ELECT DIRECTOR JAMES G. CULLEN ISSUER YES FOR FOR

PROPOSAL #3: ELECT DIRECTOR IAN E.L. DAVIS ISSUER YES FOR FOR

PROPOSAL #4: ELECT DIRECTOR MICHAEL M.E. JOHNS ISSUER YES FOR FOR

PROPOSAL #5: ELECT DIRECTOR SUSAN L. LINDQUIST ISSUER YES FOR FOR

PROPOSAL #6: ELECT DIRECTOR ANNE M. MULCAHY ISSUER YES FOR FOR

PROPOSAL #7: ELECT DIRECTOR LEO F. MULLIN ISSUER YES FOR FOR

PROPOSAL #8: ELECT DIRECTOR WILLIAM D. PEREZ ISSUER YES FOR FOR

PROPOSAL #9: ELECT DIRECTOR CHARLES PRINCE ISSUER YES FOR FOR

PROPOSAL #10: ELECT DIRECTOR DAVID SATCHER ISSUER YES FOR FOR

PROPOSAL #11: ELECT DIRECTOR WILLIAM C. WELDON ISSUER YES FOR FOR

PROPOSAL #12: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #13: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #14: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR FOR

PROPOSAL #15: ADOPT POLICY TO RESTRAIN PHARMACEUTICAL SHAREHOLDER YES ABSTAIN AGAINST

PRICE INCREASES

PROPOSAL #16: AMEND EEO POLICY TO PROHIBIT SHAREHOLDER YES ABSTAIN AGAINST

DISCRIMINATION BASED ON APPLICANT'S HEALTH STATUS

PROPOSAL #17: ADOPT ANIMAL-FREE TRAINING METHODS SHAREHOLDER YES ABSTAIN AGAINST

----------------------------------------------------------------------------------------------------------------------------------------------------------------

ISSUER: LOCKHEED MARTIN CORPORATION

TICKER: LMT CUSIP: 539830109

MEETING DATE: 4/28/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: ELECT DIRECTOR NOLAN D. ARCHIBALD ISSUER YES FOR FOR

PROPOSAL #2: ELECT DIRECTOR ROSALIND G. BREWER ISSUER YES FOR FOR

PROPOSAL #3: ELECT DIRECTOR DAVID B. BURRITT ISSUER YES FOR FOR

PROPOSAL #4: ELECT DIRECTOR JAMES O. ELLIS, JR. ISSUER YES FOR FOR

PROPOSAL #5: ELECT DIRECTOR THOMAS J. FALK ISSUER YES FOR FOR

PROPOSAL #6: ELECT DIRECTOR GWENDOLYN S. KING ISSUER YES FOR FOR

PROPOSAL #7: ELECT DIRECTOR JAMES M. LOY ISSUER YES FOR FOR

PROPOSAL #8: ELECT DIRECTOR DOUGLAS H. MCCORKINDALE ISSUER YES FOR FOR

PROPOSAL #9: ELECT DIRECTOR JOSEPH W. RALSTON ISSUER YES FOR FOR

PROPOSAL #10: ELECT DIRECTOR ANNE STEVENS ISSUER YES FOR FOR

PROPOSAL #11: ELECT DIRECTOR ROBERT J. STEVENS ISSUER YES FOR FOR

PROPOSAL #12: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #13: APPROVE OMNIBUS STOCK PLAN ISSUER YES FOR FOR

PROPOSAL #14: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #15: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR FOR

PROPOSAL #16: PROVIDE RIGHT TO ACT BY WRITTEN CONSENT SHAREHOLDER YES AGAINST FOR

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ISSUER: LOWE'S COMPANIES, INC.

TICKER: LOW CUSIP: 548661107

MEETING DATE: 5/27/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.1: ELECT DIRECTOR RAUL ALVAREZ ISSUER YES FOR FOR

PROPOSAL #1.2: ELECT DIRECTOR DAVID W. BERNAUER ISSUER YES FOR FOR

PROPOSAL #1.3: ELECT DIRECTOR LEONARD L. BERRY ISSUER YES FOR FOR

PROPOSAL #1.4: ELECT DIRECTOR PETER C. BROWNING ISSUER YES FOR FOR

PROPOSAL #1.5: ELECT DIRECTOR DAWN E. HUDSON ISSUER YES FOR FOR

PROPOSAL #1.6: ELECT DIRECTOR ROBERT L. JOHNSON ISSUER YES FOR FOR

PROPOSAL #1.7: ELECT DIRECTOR MARSHALL O. LARSEN ISSUER YES FOR FOR

PROPOSAL #1.8: ELECT DIRECTOR RICHARD K. LOCHRIDGE ISSUER YES FOR FOR

PROPOSAL #1.9: ELECT DIRECTOR ROBERT A. NIBLOCK ISSUER YES FOR FOR

PROPOSAL #1.10: ELECT DIRECTOR STEPHEN F. PAGE ISSUER YES FOR FOR

PROPOSAL #2: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #3: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #4: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR FOR

PROPOSAL #5: APPROVE EXECUTIVE INCENTIVE BONUS PLAN ISSUER YES FOR FOR

PROPOSAL #6: SUBMIT SEVERANCE AGREEMENT (CHANGE-IN- SHAREHOLDER YES AGAINST FOR

CONTROL) TO SHAREHOLDER VOTE

PROPOSAL #7: INCLUDE SUSTAINABILITY AS A PERFORMANCE SHAREHOLDER YES AGAINST FOR

MEASURE FOR SENIOR EXECUTIVE COMPENSATION

PROPOSAL #8: REPORT ON POLITICAL CONTRIBUTIONS SHAREHOLDER YES ABSTAIN AGAINST

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ISSUER: MARSH & MCLENNAN COMPANIES, INC.

TICKER: MMC CUSIP: 571748102

MEETING DATE: 5/19/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: ELECT DIRECTOR ZACHARY W. CARTER ISSUER YES FOR FOR

PROPOSAL #2: ELECT DIRECTOR BRIAN DUPERREAULT ISSUER YES FOR FOR

PROPOSAL #3: ELECT DIRECTOR OSCAR FANJUL ISSUER YES FOR FOR

PROPOSAL #4: ELECT DIRECTOR H. EDWARD HANWAY ISSUER YES FOR FOR

PROPOSAL #5: ELECT DIRECTOR LANG OF MONKTON ISSUER YES FOR FOR

PROPOSAL #6: ELECT DIRECTOR STEVEN A. MILLS ISSUER YES FOR FOR

PROPOSAL #7: ELECT DIRECTOR BRUCE P. NOLOP ISSUER YES FOR FOR

PROPOSAL #8: ELECT DIRECTOR MARC D. OKEN ISSUER YES FOR FOR

PROPOSAL #9: ELECT DIRECTOR MORTON O. SCHAPIRO ISSUER YES FOR FOR

PROPOSAL #10: ELECT DIRECTOR ADELE SIMMONS ISSUER YES FOR FOR

PROPOSAL #11: ELECT DIRECTOR LLOYD M. YATES ISSUER YES FOR FOR

PROPOSAL #12: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #13: APPROVE OMNIBUS STOCK PLAN ISSUER YES FOR FOR

PROPOSAL #14: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #15: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR FOR

PROPOSAL #16: PROVIDE RIGHT TO ACT BY WRITTEN CONSENT SHAREHOLDER YES AGAINST FOR

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ISSUER: MCDONALD'S CORPORATION

TICKER: MCD CUSIP: 580135101

MEETING DATE: 5/19/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: ELECT DIRECTOR SUSAN E. ARNOLD ISSUER YES FOR FOR

PROPOSAL #2: ELECT DIRECTOR RICHARD H. LENNY ISSUER YES FOR FOR

PROPOSAL #3: ELECT DIRECTOR CARY D. MCMILLAN ISSUER YES FOR FOR

PROPOSAL #4: ELECT DIRECTOR SHEILA A. PENROSE ISSUER YES FOR FOR

PROPOSAL #5: ELECT DIRECTOR JAMES A. SKINNER ISSUER YES FOR FOR

PROPOSAL #6: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #7: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #8: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR FOR

PROPOSAL #9: REDUCE SUPERMAJORITY VOTE REQUIREMENT ISSUER YES FOR FOR

FOR TRANSACTIONS WITH INTERESTED SHAREHOLDERS

PROPOSAL #10: REDUCE SUPERMAJORITY VOTE REQUIREMENT ISSUER YES FOR FOR

RELATING TO THE BOARD OF DIRECTORS

PROPOSAL #11: REDUCE SUPERMAJORITY VOTE REQUIREMENT ISSUER YES FOR FOR

FOR SHAREHOLDER ACTION

PROPOSAL #12: DECLASSIFY THE BOARD OF DIRECTORS SHAREHOLDER YES FOR AGAINST

PROPOSAL #13: REQUIRE SUPPLIERS TO ADOPT CAK SHAREHOLDER YES ABSTAIN AGAINST

PROPOSAL #14: REPORT ON POLICY RESPONSES TO SHAREHOLDER YES ABSTAIN AGAINST

CHILDREN'S HEALTH CONCERNS AND FAST FOOD

PROPOSAL #15: REPORT ON BEVERAGE CONTAINER SHAREHOLDER YES ABSTAIN AGAINST

ENVIRONMENTAL STRATEGY

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ISSUER: MEDTRONIC, INC.

TICKER: MDT CUSIP: 585055106

MEETING DATE: 8/25/2010 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.1: ELECT DIRECTOR RICHARD H. ANDERSON ISSUER YES FOR FOR

PROPOSAL #1.2: ELECT DIRECTOR DAVID L. CALHOUN ISSUER YES FOR FOR

PROPOSAL #1.3: ELECT DIRECTOR VICTOR J. DZAU, M.D. ISSUER YES FOR FOR

PROPOSAL #1.4: ELECT DIRECTOR WILLIAM A. HAWKINS ISSUER YES FOR FOR

PROPOSAL #1.5: ELECT DIRECTOR SHIRLEY A. JACKSON, PHD ISSUER YES FOR FOR

PROPOSAL #1.6: ELECT DIRECTOR JAMES T. LENEHAN ISSUER YES FOR FOR

PROPOSAL #1.7: ELECT DIRECTOR DENISE M. O'LEARY ISSUER YES FOR FOR

PROPOSAL #1.8: ELECT DIRECTOR KENDALL J. POWELL ISSUER YES FOR FOR

PROPOSAL #1.9: ELECT DIRECTOR ROBERT C. POZEN ISSUER YES FOR FOR

PROPOSAL #1.10: ELECT DIRECTOR JEAN-PIERRE ROSSO ISSUER YES FOR FOR

PROPOSAL #1.11: ELECT DIRECTOR JACK W. SCHULER ISSUER YES FOR FOR

PROPOSAL #2: TO RATIFY THE APPOINTMENT OF ISSUER YES FOR FOR

PRICEWATERHOUSECOOPERS LLP AS MEDTRONIC'S INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM.

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ISSUER: MICROSOFT CORPORATION

TICKER: MSFT CUSIP: 594918104

MEETING DATE: 11/16/2010 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #01: ELECTION OF DIRECTOR: STEVEN A. BALLMER ISSUER YES FOR FOR

PROPOSAL #02: ELECTION OF DIRECTOR: DINA DUBLON ISSUER YES FOR FOR

PROPOSAL #03: ELECTION OF DIRECTOR: WILLIAM H. GATES ISSUER YES FOR FOR

III

PROPOSAL #04: ELECTION OF DIRECTOR: RAYMOND V. ISSUER YES FOR FOR

GILMARTIN

PROPOSAL #05: ELECTION OF DIRECTOR: REED HASTINGS ISSUER YES FOR FOR

PROPOSAL #06: ELECTION OF DIRECTOR: MARIA M. KLAWE ISSUER YES FOR FOR

PROPOSAL #07: ELECTION OF DIRECTOR: DAVID F. MARQUARDT ISSUER YES FOR FOR

PROPOSAL #08: ELECTION OF DIRECTOR: CHARLES H. NOSKI ISSUER YES FOR FOR

PROPOSAL #09: ELECTION OF DIRECTOR: HELMUT PANKE ISSUER YES FOR �� FOR

PROPOSAL #10: RATIFICATION OF THE SELECTION OF ISSUER YES FOR FOR

DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT

AUDITOR

PROPOSAL #11: SHAREHOLDER PROPOSAL - ESTABLISHMENT OF SHAREHOLDER YES ABSTAIN AGAINST

BOARD COMMITTEE ON ENVIRONMENTAL SUSTAINABILITY

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ISSUER: NIKE, INC.

TICKER: NKE CUSIP: 654106103

MEETING DATE: 9/20/2010 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #01.1: ELECT DIRECTOR JILL K. CONWAY ISSUER YES FOR FOR

PROPOSAL #01.2: ELECT DIRECTOR ALAN B. GRAF, JR. ISSUER YES FOR FOR

PROPOSAL #01.3: ELECT DIRECTOR JOHN C. LECHLEITER ISSUER YES FOR FOR

PROPOSAL #01.4: ELECT DIRECTOR PHYLLIS M. WISE ISSUER YES FOR FOR

PROPOSAL #02: TO RE-APPROVE AND AMEND THE NIKE, INC. ISSUER YES FOR FOR

EXECUTIVE PERFORMANCE SHARING PLAN.

PROPOSAL #03: TO RE-APPROVE AND AMEND THE NIKE, INC. ISSUER YES FOR FOR

1990 STOCK INCENTIVE PLAN.

PROPOSAL #04: TO RATIFY THE APPOINTMENT OF ISSUER YES FOR FOR

PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM.

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ISSUER: ORACLE CORPORATION

TICKER: ORCL CUSIP: 68389X105

MEETING DATE: 10/6/2010 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #01.1: ELECT DIRECTOR JEFFREY S. BERG ISSUER YES FOR FOR

PROPOSAL #01.2: ELECT DIRECTOR H. RAYMOND BINGHAM ISSUER YES FOR FOR

PROPOSAL #01.3: ELECT DIRECTOR MICHAEL J. BOSKIN ISSUER YES FOR FOR

PROPOSAL #01.4: ELECT DIRECTOR SAFRA A. CATZ ISSUER YES FOR FOR

PROPOSAL #01.5: ELECT DIRECTOR BRUCE R. CHIZEN ISSUER YES FOR FOR

PROPOSAL #01.6: ELECT DIRECTOR GEORGE H. CONRADES ISSUER YES FOR FOR

PROPOSAL #01.7: ELECT DIRECTOR LAWRENCE J. ELLISON ISSUER YES FOR FOR

PROPOSAL #01.8: ELECT DIRECTOR HECTOR GARCIA-MOLINA ISSUER YES FOR FOR

PROPOSAL #01.9: ELECT DIRECTOR JEFFREY O. HENLEY ISSUER YES FOR FOR

PROPOSAL #01.10: ELECT DIRECTOR MARK V. HURD ISSUER YES FOR FOR

PROPOSAL #01.11: ELECT DIRECTOR DONALD L. LUCAS ISSUER YES FOR FOR

PROPOSAL #01.12: ELECT DIRECTOR NAOMI O. SELIGMAN ISSUER YES FOR FOR

PROPOSAL #02: APPROVE THE ORACLE CORPORATION ISSUER YES FOR FOR

EXECUTIVE BONUS PLAN.

PROPOSAL #03: APPROVE THE ORACLE CORPORATION AMENDED ISSUER YES FOR FOR

AND RESTATED 2000 LONG-TERM EQUITY INCENTIVE PLAN,

INCLUDING AN AMENDMENT TO INCREASE THE AGGREGATE

NUMBER OF SHARES AUTHORIZED FOR ISSUANCE UNDER THE

PLAN BY 419,020,418 SHARES.

PROPOSAL #04: RATIFY THE SELECTION OF ERNST & YOUNG ISSUER YES FOR FOR

LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING

FIRM FOR THE FISCAL YEAR ENDING MAY 31, 2011.

PROPOSAL #05: ACT ON A STOCKHOLDER PROPOSAL TO AMEND SHAREHOLDER YES ABSTAIN AGAINST

THE CORPORATE BYLAWS TO ESTABLISH A BOARD COMMITTEE

ON SUSTAINABILITY.

PROPOSAL #06: ACT ON A STOCKHOLDER PROPOSAL REGARDING SHAREHOLDER YES AGAINST FOR

MAJORITY VOTING IN DIRECTOR ELECTIONS.

PROPOSAL #07: ACT ON A STOCKHOLDER PROPOSAL REGARDING SHAREHOLDER YES AGAINST FOR

EQUITY RETENTION.

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ISSUER: PEPSICO, INC.

TICKER: PEP CUSIP: 713448108

MEETING DATE: 5/4/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: ELECT DIRECTOR S.L. BROWN ISSUER YES FOR FOR

PROPOSAL #2: ELECT DIRECTOR I.M. COOK ISSUER YES FOR FOR

PROPOSAL #3: ELECT DIRECTOR D. DUBLON ISSUER YES FOR FOR

PROPOSAL #4: ELECT DIRECTOR V.J. DZAU ISSUER YES FOR FOR

PROPOSAL #5: ELECT DIRECTOR R.L. HUNT ISSUER YES FOR FOR

PROPOSAL #6: ELECT DIRECTOR A. IBARGUEN ISSUER YES FOR FOR

PROPOSAL #7: ELECT DIRECTOR A.C. MARTINEZ ISSUER YES FOR FOR

PROPOSAL #8: ELECT DIRECTOR I.K. NOOYI ISSUER YES FOR FOR

PROPOSAL #9: ELECT DIRECTOR S.P. ROCKEFELLER ISSUER YES FOR FOR

PROPOSAL #10: ELECT DIRECTOR J.J. SCHIRO ISSUER YES FOR FOR

PROPOSAL #11: ELECT DIRECTOR L.G. TROTTER ISSUER YES FOR FOR

PROPOSAL #12: ELECT DIRECTOR D. VASELLA ISSUER YES FOR FOR

PROPOSAL #13: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #14: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR AGAINST

PROPOSAL #15: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #16: ADOPT MAJORITY VOTING FOR UNCONTESTED ISSUER YES FOR FOR

ELECTION OF DIRECTORS

PROPOSAL #17: AMEND ARTICLES/BYLAWS/CHARTER -- CALL SHAREHOLDER YES AGAINST FOR

SPECIAL MEETINGS

PROPOSAL #18: REPORT ON POLITICAL CONTRIBUTIONS SHAREHOLDER YES ABSTAIN AGAINST

----------------------------------------------------------------------------------------------------------------------------------------------------------------

ISSUER: PFIZER INC.

TICKER: PFE CUSIP: 717081103

MEETING DATE: 4/28/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: ELECT DIRECTOR DENNIS A. AUSIELLO ISSUER YES FOR FOR

PROPOSAL #2: ELECT DIRECTOR MICHAEL S. BROWN ISSUER YES FOR FOR

PROPOSAL #3: ELECT DIRECTOR M. ANTHONY BURNS ISSUER YES FOR FOR

PROPOSAL #4: ELECT DIRECTOR W. DON CORNWELL ISSUER YES FOR FOR

PROPOSAL #5: ELECT DIRECTOR FRANCES D. FERGUSSON ISSUER YES FOR FOR

PROPOSAL #6: ELECT DIRECTOR WILLIAM H. GRAY III ISSUER YES FOR FOR

PROPOSAL #7: ELECT DIRECTOR CONSTANCE J. HORNER ISSUER YES FOR FOR

PROPOSAL #8: ELECT DIRECTOR JAMES M. KILTS ISSUER YES FOR FOR

PROPOSAL #9: ELECT DIRECTOR GEORGE A. LORCH ISSUER YES FOR FOR

PROPOSAL #10: ELECT DIRECTOR JOHN P. MASCOTTE ISSUER YES FOR FOR

PROPOSAL #11: ELECT DIRECTOR SUZANNE NORA JOHNSON ISSUER YES FOR FOR

PROPOSAL #12: ELECT DIRECTOR IAN C. READ ISSUER YES FOR FOR

PROPOSAL #13: ELECT DIRECTOR STEPHEN W. SANGER ISSUER YES FOR FOR

PROPOSAL #14: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #15: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #16: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR AGAINST

PROPOSAL #17: PUBLISH POLITICAL CONTRIBUTIONS SHAREHOLDER YES ABSTAIN AGAINST

PROPOSAL #18: REPORT ON PUBLIC POLICY ADVOCACY PROCESS SHAREHOLDER YES ABSTAIN AGAINST

PROPOSAL #19: ADOPT POLICY TO RESTRAIN PHARMACEUTICAL SHAREHOLDER YES ABSTAIN AGAINST

PRICE INCREASES

PROPOSAL #20: PROVIDE RIGHT TO ACT BY WRITTEN CONSENT SHAREHOLDER YES AGAINST FOR

PROPOSAL #21: AMEND ARTICLES/BYLAWS/CHARTER -- CALL SHAREHOLDER YES AGAINST FOR

SPECIAL MEETINGS

PROPOSAL #22: REPORT ON ANIMAL TESTING AND PLANS FOR SHAREHOLDER YES ABSTAIN AGAINST

REDUCTION

----------------------------------------------------------------------------------------------------------------------------------------------------------------

ISSUER: PRAXAIR, INC.

TICKER: PX CUSIP: 74005P104

MEETING DATE: 4/26/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.1: ELECT DIRECTOR STEPHEN F. ANGEL ISSUER YES FOR FOR

PROPOSAL #1.2: ELECT DIRECTOR OSCAR BERNARDES ISSUER YES FOR FOR

PROPOSAL #1.3: ELECT DIRECTOR NANCE K. DICCIANI ISSUER YES FOR FOR

PROPOSAL #1.4: ELECT DIRECTOR EDWARD G. GALANTE ISSUER YES FOR FOR

PROPOSAL #1.5: ELECT DIRECTOR CLAIRE W. GARGALLI ISSUER YES FOR FOR

PROPOSAL #1.6: ELECT DIRECTOR IRA D. HALL ISSUER YES FOR FOR

PROPOSAL #1.7: ELECT DIRECTOR RAYMOND W. LEBOEUF ISSUER YES FOR FOR

PROPOSAL #1.8: ELECT DIRECTOR LARRY D. MCVAY ISSUER YES FOR FOR

PROPOSAL #1.9: ELECT DIRECTOR WAYNE T. SMITH ISSUER YES FOR FOR

PROPOSAL #1.10: ELECT DIRECTOR ROBERT L. WOOD ISSUER YES FOR FOR

PROPOSAL #2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #3: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR FOR

PROPOSAL #4: AMEND EXECUTIVE INCENTIVE BONUS PLAN ISSUER YES FOR FOR

PROPOSAL #5: AMEND OMNIBUS STOCK PLAN ISSUER YES FOR FOR

PROPOSAL #6: RATIFY AUDITORS ISSUER YES FOR FOR

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ISSUER: STAPLES, INC.

TICKER: SPLS CUSIP: 855030102

MEETING DATE: 6/7/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: ELECT DIRECTOR BASIL L. ANDERSON ISSUER YES FOR FOR

PROPOSAL #2: ELECT DIRECTOR ARTHUR M. BLANK ISSUER YES FOR FOR

PROPOSAL #3: ELECT DIRECTOR MARY ELIZABETH BURTON ISSUER YES FOR FOR

PROPOSAL #4: ELECT DIRECTOR JUSTIN KING ISSUER YES FOR FOR

PROPOSAL #5: ELECT DIRECTOR CAROL MEYROWITZ ISSUER YES FOR FOR

PROPOSAL #6: ELECT DIRECTOR ROWLAND T. MORIARTY ISSUER YES FOR FOR

PROPOSAL #7: ELECT DIRECTOR ROBERT C. NAKASONE ISSUER YES FOR FOR

PROPOSAL #8: ELECT DIRECTOR RONALD L. SARGENT ISSUER YES FOR FOR

PROPOSAL #9: ELECT DIRECTOR ELIZABETH A. SMITH ISSUER YES FOR FOR

PROPOSAL #10: ELECT DIRECTOR ROBERT E. SULENTIC ISSUER YES FOR FOR

PROPOSAL #11: ELECT DIRECTOR VIJAY VISHWANATH ISSUER YES FOR FOR

PROPOSAL #12: ELECT DIRECTOR PAUL F. WALSH ISSUER YES FOR FOR

PROPOSAL #13: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #14: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #15: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR FOR

PROPOSAL #16: PROVIDE RIGHT TO ACT BY WRITTEN CONSENT SHAREHOLDER YES AGAINST FOR

----------------------------------------------------------------------------------------------------------------------------------------------------------------

ISSUER: SYSCO CORPORATION

TICKER: SYY CUSIP: 871829107

MEETING DATE: 11/12/2010 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1A: ELECTION OF DIRECTOR: JOHN M. CASSADAY ISSUER YES FOR FOR

PROPOSAL #1B: ELECTION OF DIRECTOR: MANUEL A. ISSUER YES FOR FOR

FERNANDEZ

PROPOSAL #1C: ELECTION OF DIRECTOR: HANS-JOACHIM ISSUER YES FOR FOR

KOERBER

PROPOSAL #1D: ELECTION OF DIRECTOR: JACKIE M. WARD ISSUER YES FOR FOR

PROPOSAL #02: TO APPROVE AN AMENDMENT TO THE SYSCO ISSUER YES FOR FOR

CORPORATION 1974 EMPLOYEES' STOCK PURCHASE PLAN TO

RESERVE 5,000,000 ADDITIONAL SHARES OF SYSCO

CORPORATION COMMON STOCK FOR ISSUANCE UNDER THE PLAN.

PROPOSAL #03: TO RATIFY THE APPOINTMENT OF ERNST & ISSUER YES FOR FOR

YOUNG LLP AS SYSCO'S INDEPENDENT ACCOUNTANTS FOR

FISCAL 2011.

----------------------------------------------------------------------------------------------------------------------------------------------------------------

ISSUER: TARGET CORPORATION

TICKER: TGT CUSIP: 87612E106

MEETING DATE: 6/8/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: ELECT DIRECTOR ROXANNE S. AUSTIN ISSUER YES FOR FOR

PROPOSAL #2: ELECT DIRECTOR CALVIN DARDEN ISSUER YES FOR FOR

PROPOSAL #3: ELECT DIRECTOR MARY N. DILLON ISSUER YES FOR FOR

PROPOSAL #4: ELECT DIRECTOR JAMES A. JOHNSON ISSUER YES FOR FOR

PROPOSAL #5: ELECT DIRECTOR MARY E. MINNICK ISSUER YES FOR FOR

PROPOSAL #6: ELECT DIRECTOR ANNE M. MULCAHY ISSUER YES FOR FOR

PROPOSAL #7: ELECT DIRECTOR DERICA W. RICE ISSUER YES FOR FOR

PROPOSAL #8: ELECT DIRECTOR STEPHEN W. SANGER ISSUER YES FOR FOR

PROPOSAL #9: ELECT DIRECTOR GREGG W. STEINHAFEL ISSUER YES FOR FOR

PROPOSAL #10: ELECT DIRECTOR JOHN G. STUMPF ISSUER YES FOR FOR

PROPOSAL #11: ELECT DIRECTOR SOLOMON D. TRUJILLO ISSUER YES FOR FOR

PROPOSAL #12: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #13: APPROVE OMNIBUS STOCK PLAN ISSUER YES FOR FOR

PROPOSAL #14: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #15: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR FOR

PROPOSAL #16: ADOPT COMPENSATION BENCHMARKING POLICY SHAREHOLDER YES AGAINST FOR

PROPOSAL #17: REPORT ON ELECTRONICS RECYCLING AND SHAREHOLDER YES ABSTAIN AGAINST

PREVENTING E-WASTE EXPORT

----------------------------------------------------------------------------------------------------------------------------------------------------------------

ISSUER: THE CHUBB CORPORATION

TICKER: CB CUSIP: 171232101

MEETING DATE: 4/26/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: ELECT DIRECTOR ZOE BAIRD ISSUER YES FOR FOR

PROPOSAL #2: ELECT DIRECTOR SHEILA P. BURKE ISSUER YES FOR FOR

PROPOSAL #3: ELECT DIRECTOR JAMES I. CASH, JR. ISSUER YES FOR FOR

PROPOSAL #4: ELECT DIRECTOR JOHN D. FINNEGAN ISSUER YES FOR FOR

PROPOSAL #5: ELECT DIRECTOR LAWRENCE W. KELLNER ISSUER YES FOR FOR

PROPOSAL #6: ELECT DIRECTOR MARTIN G. MCGUINN ISSUER YES FOR FOR

PROPOSAL #7: ELECT DIRECTOR LAWRENCE M. SMALL ISSUER YES FOR FOR

PROPOSAL #8: ELECT DIRECTOR JESS SODERBERG ISSUER YES FOR FOR

PROPOSAL #9: ELECT DIRECTOR DANIEL E. SOMERS ISSUER YES FOR FOR

PROPOSAL #10: ELECT DIRECTOR JAMES M. ZIMMERMAN ISSUER YES FOR FOR

PROPOSAL #11: ELECT DIRECTOR ALFRED W. ZOLLAR ISSUER YES FOR FOR

PROPOSAL #12: APPROVE EXECUTIVE INCENTIVE BONUS PLAN ISSUER YES FOR FOR

PROPOSAL #13: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #14: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #15: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR AGAINST

----------------------------------------------------------------------------------------------------------------------------------------------------------------

ISSUER: THE COCA-COLA COMPANY

TICKER: KO CUSIP: 191216100

MEETING DATE: 4/27/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: ELECT DIRECTOR HERBERT A. ALLEN ISSUER YES FOR FOR

PROPOSAL #2: ELECT DIRECTOR RONALD W. ALLEN ISSUER YES FOR FOR

PROPOSAL #3: ELECT DIRECTOR HOWARD G. BUFFETT ISSUER YES FOR FOR

PROPOSAL #4: ELECT DIRECTOR BARRY DILLER ISSUER YES FOR FOR

PROPOSAL #5: ELECT DIRECTOR EVAN G. GREENBERG ISSUER YES FOR FOR

PROPOSAL #6: ELECT DIRECTOR ALEXIS M. HERMAN ISSUER YES FOR FOR

PROPOSAL #7: ELECT DIRECTOR MUHTAR KENT ISSUER YES FOR FOR

PROPOSAL #8: ELECT DIRECTOR DONALD R. KEOUGH ISSUER YES FOR FOR

PROPOSAL #9: ELECT DIRECTOR MARIA ELENA LAGOMASINO ISSUER YES FOR FOR

PROPOSAL #10: ELECT DIRECTOR DONALD F. MCHENRY ISSUER YES FOR FOR

PROPOSAL #11: ELECT DIRECTOR SAM NUNN ISSUER YES FOR FOR

PROPOSAL #12: ELECT DIRECTOR JAMES D. ROBINSON III ISSUER YES FOR FOR

PROPOSAL #13: ELECT DIRECTOR PETER V. UEBERROTH ISSUER YES FOR FOR

PROPOSAL #14: ELECT DIRECTOR JACOB WALLENBERG ISSUER YES FOR FOR

PROPOSAL #15: ELECT DIRECTOR JAMES B. WILLIAMS ISSUER YES FOR FOR

PROPOSAL #16: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #17: AMEND EXECUTIVE INCENTIVE BONUS PLAN ISSUER YES FOR FOR

PROPOSAL #18: AMEND RESTRICTED STOCK PLAN ISSUER YES FOR FOR

PROPOSAL #19: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #20: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR FOR

PROPOSAL #21: PUBLISH REPORT ON CHEMICAL BISPHENOL-A SHAREHOLDER YES ABSTAIN AGAINST

(BPA)

----------------------------------------------------------------------------------------------------------------------------------------------------------------

ISSUER: THE PROCTER & GAMBLE COMPANY

TICKER: PG CUSIP: 742718109

MEETING DATE: 10/12/2010 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1A: ELECTION OF DIRECTOR: ANGELA F. BRALY ISSUER YES FOR FOR

PROPOSAL #1B: ELECTION OF DIRECTOR: KENNETH I. ISSUER YES FOR FOR

CHENAULT

PROPOSAL #1C: ELECTION OF DIRECTOR: SCOTT D. COOK ISSUER YES FOR FOR

PROPOSAL #1D: ELECTION OF DIRECTOR: RAJAT K. GUPTA ISSUER YES FOR FOR

PROPOSAL #1E: ELECTION OF DIRECTOR: ROBERT A. MCDONALD ISSUER YES FOR FOR

PROPOSAL #1F: ELECTION OF DIRECTOR: W. JAMES ISSUER YES FOR FOR

MCNERNEY, JR.

PROPOSAL #1G: ELECTION OF DIRECTOR: JOHNATHAN A. ISSUER YES FOR FOR

RODGERS

PROPOSAL #1H: ELECTION OF DIRECTOR: MARY A. ISSUER YES FOR FOR

WILDEROTTER

PROPOSAL #1I: ELECTION OF DIRECTOR: PATRICIA A. WOERTZ ISSUER YES FOR FOR

PROPOSAL #1J: ELECTION OF DIRECTOR: ERNESTO ZEDILLO ISSUER YES FOR FOR

PROPOSAL #02: RATIFY APPOINTMENT OF THE INDEPENDENT ISSUER YES FOR FOR

REGISTERED PUBLIC ACCOUNTING FIRM

PROPOSAL #03: SHAREHOLDER PROPOSAL - CUMULATIVE VOTING SHAREHOLDER YES AGAINST FOR

----------------------------------------------------------------------------------------------------------------------------------------------------------------

ISSUER: THE WESTERN UNION COMPANY

TICKER: WU CUSIP: 959802109

MEETING DATE: 5/20/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: ELECT DIRECTOR HIKMET ERSEK ISSUER YES FOR FOR

PROPOSAL #2: ELECT DIRECTOR JACK M. GREENBERG ISSUER YES FOR FOR

PROPOSAL #3: ELECT DIRECTOR LINDA FAYNE LEVINSON ISSUER YES FOR FOR

PROPOSAL #4: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #5: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #6: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR FOR

PROPOSAL #7: DECLASSIFY THE BOARD OF DIRECTORS SHAREHOLDER YES FOR AGAINST

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ISSUER: UNITED PARCEL SERVICE, INC.

TICKER: UPS CUSIP: 911312106

MEETING DATE: 5/5/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: ELECT DIRECTOR F. DUANE ACKERMAN ISSUER YES FOR FOR

PROPOSAL #2: ELECT DIRECTOR MICHAEL J. BURNS ISSUER YES FOR FOR

PROPOSAL #3: ELECT DIRECTOR D. SCOTT DAVIS ISSUER YES FOR FOR

PROPOSAL #4: ELECT DIRECTOR STUART E. EIZENSTAT ISSUER YES FOR FOR

PROPOSAL #5: ELECT DIRECTOR MICHAEL L. ESKEW ISSUER YES FOR FOR

PROPOSAL #6: ELECT DIRECTOR WILLIAM R. JOHNSON ISSUER YES FOR FOR

PROPOSAL #7: ELECT DIRECTOR ANN M. LIVERMORE ISSUER YES FOR FOR

PROPOSAL #8: ELECT DIRECTOR RUDY H.P. MARKHAM ISSUER YES FOR FOR

PROPOSAL #9: ELECT DIRECTOR CLARK T. RANDT, JR. ISSUER YES FOR FOR

PROPOSAL #10: ELECT DIRECTOR JOHN W. THOMPSON ISSUER YES FOR FOR

PROPOSAL #11: ELECT DIRECTOR CAROL B. TOME ISSUER YES FOR FOR

PROPOSAL #12: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #13: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR AGAINST

PROPOSAL #14: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #15: OTHER BUSINESS ISSUER YES AGAINST AGAINST

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ISSUER: UNITED TECHNOLOGIES CORPORATION

TICKER: UTX CUSIP: 913017109

MEETING DATE: 4/13/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: ELECT DIRECTOR LOUIS R. CHENEVERT ISSUER YES FOR FOR

PROPOSAL #2: ELECT DIRECTOR JOHN V. FARACI ISSUER YES FOR FOR

PROPOSAL #3: ELECT DIRECTOR JEAN-PIERRE GARNIER ISSUER YES FOR FOR

PROPOSAL #4: ELECT DIRECTOR JAMIE S. GORELICK ISSUER YES FOR FOR

PROPOSAL #5: ELECT DIRECTOR EDWARD A. KANGAS ISSUER YES FOR FOR

PROPOSAL #6: ELECT DIRECTOR ELLEN J. KULLMAN ISSUER YES FOR FOR

PROPOSAL #7: ELECT DIRECTOR CHARLES R. LEE ISSUER YES FOR FOR

PROPOSAL #8: ELECT DIRECTOR RICHARD D. MCCORMICK ISSUER YES FOR FOR

PROPOSAL #9: ELECT DIRECTOR HAROLD MCGRAW III ISSUER YES FOR FOR

PROPOSAL #10: ELECT DIRECTOR RICHARD B. MYERS ISSUER YES FOR FOR

PROPOSAL #11: ELECT DIRECTOR H. PATRICK SWYGERT ISSUER YES FOR FOR

PROPOSAL #12: ELECT DIRECTOR ANDRE VILLENEUVE ISSUER YES FOR FOR

PROPOSAL #13: ELECT DIRECTOR CHRISTINE TODD WHITMAN ISSUER YES FOR FOR

PROPOSAL #14: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #15: AMEND OMNIBUS STOCK PLAN ISSUER YES FOR FOR

PROPOSAL #16: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #17: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR N/A

PROPOSAL #18: STOCK RETENTION/HOLDING PERIOD SHAREHOLDER YES AGAINST FOR

----------------------------------------------------------------------------------------------------------------------------------------------------------------

ISSUER: UNITEDHEALTH GROUP INCORPORATED

TICKER: UNH CUSIP: 91324P102

MEETING DATE: 5/23/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: ELECT DIRECTOR WILLIAM C. BALLARD, JR. ISSUER YES FOR FOR

PROPOSAL #2: ELECT DIRECTOR RICHARD T. BURKE ISSUER YES FOR FOR

PROPOSAL #3: ELECT DIRECTOR ROBERT J. DARRETTA ISSUER YES FOR FOR

PROPOSAL #4: ELECT DIRECTOR STEPHEN J. HEMSLEY ISSUER YES FOR FOR

PROPOSAL #5: ELECT DIRECTOR MICHELE J. HOOPER ISSUER YES FOR FOR

PROPOSAL #6: ELECT DIRECTOR RODGER A. LAWSON ISSUER YES FOR FOR

PROPOSAL #7: ELECT DIRECTOR DOUGLAS W. LEATHERDALE ISSUER YES FOR FOR

PROPOSAL #8: ELECT DIRECTOR GLENN M. RENWICK ISSUER YES FOR FOR

PROPOSAL #9: ELECT DIRECTOR KENNETH I. SHINE ISSUER YES FOR FOR

PROPOSAL #10: ELECT DIRECTOR GAIL R. WILENSKY ISSUER YES FOR FOR

PROPOSAL #11: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #12: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR FOR

PROPOSAL #13: APPROVE OMNIBUS STOCK PLAN ISSUER YES FOR FOR

PROPOSAL #14: AMEND QUALIFIED EMPLOYEE STOCK PURCHASE ISSUER YES FOR FOR

PLAN

PROPOSAL #15: RATIFY AUDITORS ISSUER YES FOR FOR

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ISSUER: WALGREEN CO.

TICKER: WAG CUSIP: 931422109

MEETING DATE: 1/12/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1A: ELECTION OF DIRECTOR: DAVID J. BRAILER ISSUER YES FOR FOR

PROPOSAL #1B: ELECTION OF DIRECTOR: STEVEN A. DAVIS ISSUER YES FOR FOR

PROPOSAL #1C: ELECTION OF DIRECTOR: WILLIAM C. FOOTE ISSUER YES FOR FOR

PROPOSAL #1D: ELECTION OF DIRECTOR: MARK P. FRISSORA ISSUER YES FOR FOR

PROPOSAL #1E: ELECTION OF DIRECTOR: GINGER L. GRAHAM ISSUER YES FOR FOR

PROPOSAL #1F: ELECTION OF DIRECTOR: ALAN G. MCNALLY ISSUER YES FOR FOR

PROPOSAL #1G: ELECTION OF DIRECTOR: NANCY M. ISSUER YES FOR FOR

SCHLICHTING

PROPOSAL #1H: ELECTION OF DIRECTOR: DAVID Y. SCHWARTZ ISSUER YES FOR FOR

PROPOSAL #1I: ELECTION OF DIRECTOR: ALEJANDRO SILVA ISSUER YES FOR FOR

PROPOSAL #1J: ELECTION OF DIRECTOR: JAMES A. SKINNER ISSUER YES FOR FOR

PROPOSAL #1K: ELECTION OF DIRECTOR: GREGORY D. WASSON ISSUER YES FOR 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 THE WALGREEN CO. ARTICLES OF ISSUER YES FOR FOR

INCORPORATION TO REVISE THE PURPOSE CLAUSE.

PROPOSAL #04: AMEND THE WALGREEN CO. ARTICLES OF ISSUER YES FOR FOR

INCORPORATION TO ELIMINATE CERTAIN SUPERMAJORITY VOTE

REQUIREMENTS.

PROPOSAL #05: AMEND THE WALGREEN CO. ARTICLES OF ISSUER YES FOR FOR

INCORPORATION TO ELIMINATE THE FAIR PRICE CHARTER

PROVISION APPLICABLE TO CERTAIN BUSINESS COMBINATIONS.

PROPOSAL #06: SHAREHOLDER PROPOSAL ON A POLICY TO SHAREHOLDER YES AGAINST FOR

CHANGE THE VOTE REQUIRED FOR SHAREHOLDERS TO CALL

SPECIAL SHAREHOLDER MEETINGS.

PROPOSAL #07: 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.

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ISSUER: WAL-MART STORES, INC.

TICKER: WMT CUSIP: 931142103

MEETING DATE: 6/3/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: ELECT DIRECTOR AIDA M. ALVAREZ ISSUER YES FOR FOR

PROPOSAL #2: ELECT DIRECTOR JAMES W. BREYER ISSUER YES FOR FOR

PROPOSAL #3: ELECT DIRECTOR M. MICHELE BURNS ISSUER YES FOR FOR

PROPOSAL #4: ELECT DIRECTOR JAMES I. CASH, JR. ISSUER YES FOR FOR

PROPOSAL #5: ELECT DIRECTOR ROGER C. CORBETT ISSUER YES FOR FOR

PROPOSAL #6: ELECT DIRECTOR DOUGLAS N. DAFT ISSUER YES FOR FOR

PROPOSAL #7: ELECT DIRECTOR MICHAEL T. DUKE ISSUER YES FOR FOR

PROPOSAL #8: ELECT DIRECTOR GREGORY B. PENNER ISSUER YES FOR FOR

PROPOSAL #9: ELECT DIRECTOR STEVEN S REINEMUND ISSUER YES FOR FOR

PROPOSAL #10: ELECT DIRECTOR H. LEE SCOTT, JR. ISSUER YES FOR FOR

PROPOSAL #11: ELECT DIRECTOR ARNE M. SORENSON ISSUER YES FOR FOR

PROPOSAL #12: ELECT DIRECTOR JIM C. WALTON ISSUER YES FOR FOR

PROPOSAL #13: ELECT DIRECTOR S. ROBSON WALTON ISSUER YES FOR FOR

PROPOSAL #14: ELECT DIRECTOR CHRISTOPHER J. WILLIAMS ISSUER YES FOR FOR

PROPOSAL #15: ELECT DIRECTOR LINDA S. WOLF ISSUER YES FOR FOR

PROPOSAL #16: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #17: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #18: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR FOR

PROPOSAL #19: AMEND EEO POLICY TO PROHIBIT SHAREHOLDER YES ABSTAIN AGAINST

DISCRIMINATION BASED ON GENDER IDENTITY

PROPOSAL #20: REPORT ON POLITICAL CONTRIBUTIONS SHAREHOLDER YES ABSTAIN AGAINST

PROPOSAL #21: AMEND ARTICLES/BYLAWS/CHARTER -- CALL SHAREHOLDER YES AGAINST FOR

SPECIAL MEETINGS

PROPOSAL #22: REQUIRE SUPPLIERS TO PRODUCE SHAREHOLDER YES ABSTAIN AGAINST

SUSTAINABILITY REPORTS

PROPOSAL #23: REPORT ON CLIMATE CHANGE BUSINESS RISKS SHAREHOLDER YES ABSTAIN AGAINST

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ISSUER: WASTE MANAGEMENT, INC.

TICKER: WM CUSIP: 94106L109

MEETING DATE: 5/13/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: ELECT DIRECTOR PASTORA SAN JUAN CAFFERTY ISSUER YES FOR FOR

PROPOSAL #2: ELECT DIRECTOR FRANK M. CLARK, JR. ISSUER YES FOR FOR

PROPOSAL #3: ELECT DIRECTOR PATRICK W. GROSS ISSUER YES FOR FOR

PROPOSAL #4: ELECT DIRECTOR JOHN C. POPE ISSUER YES FOR FOR

PROPOSAL #5: ELECT DIRECTOR W. ROBERT REUM ISSUER YES FOR FOR

PROPOSAL #6: ELECT DIRECTOR STEVEN G. ROTHMEIER ISSUER YES FOR FOR

PROPOSAL #7: ELECT DIRECTOR DAVID P. STEINER ISSUER YES FOR FOR

PROPOSAL #8: ELECT DIRECTOR THOMAS H. WEIDEMEYER ISSUER YES FOR FOR

PROPOSAL #9: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #10: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #11: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR FOR

PROPOSAL #12: PROVIDE RIGHT TO CALL SPECIAL MEETING ISSUER YES FOR FOR

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ISSUER: WELLS FARGO & COMPANY

TICKER: WFC CUSIP: 949746101

MEETING DATE: 5/3/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: ELECTION DIRECTOR JOHN D. BAKER II ISSUER YES FOR FOR

PROPOSAL #2: ELECTION DIRECTOR JOHN S. CHEN ISSUER YES FOR FOR

PROPOSAL #3: ELECTION DIRECTOR LLOYD H. DEAN ISSUER YES FOR FOR

PROPOSAL #4: ELECTION DIRECTOR SUSAN E. ENGEL ISSUER YES FOR FOR

PROPOSAL #5: ELECTION DIRECTOR ENRIQUE HERNANDEZ, JR. ISSUER YES FOR FOR

PROPOSAL #6: ELECTION DIRECTOR DONALD M. JAMES ISSUER YES FOR FOR

PROPOSAL #7: ELECTION DIRECTOR MACKEY J. MCDONALD ISSUER YES FOR FOR

PROPOSAL #8: ELECTION DIRECTOR CYNTHIA H. MILLIGAN ISSUER YES FOR FOR

PROPOSAL #9: ELECT DIRECTOR NICHOLAS G. MOORE ISSUER YES FOR FOR

PROPOSAL #10: ELECT DIRECTOR PHILIP J. QUIGLEY ISSUER YES FOR FOR

PROPOSAL #11: ELECT DIRECTOR JUDITH M. RUNSTAD ISSUER YES FOR FOR

PROPOSAL #12: ELECT DIRECTOR STEPHEN W. SANGER ISSUER YES FOR FOR

PROPOSAL #13: ELECT DIRECTOR JOHN G. STUMPF ISSUER YES FOR FOR

PROPOSAL #14: ELECT DIRECTOR AN G. SWENSON ISSUER YES FOR FOR

PROPOSAL #15: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #16: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR FOR

PROPOSAL #17: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #18: AMEND ARTICLES/BYLAWS/CHARTER -- CALL SHAREHOLDER YES AGAINST FOR

SPECIAL MEETINGS

PROPOSAL #19: PROVIDE FOR CUMULATIVE VOTING SHAREHOLDER YES AGAINST FOR

PROPOSAL #20: REQUIRE INDEPENDENT BOARD CHAIRMAN SHAREHOLDER YES AGAINST FOR

PROPOSAL #21: ADVISORY VOTE TO RATIFY DIRECTORS' SHAREHOLDER YES AGAINST FOR

COMPENSATION

PROPOSAL #22: REQUIRE AUDIT COMMITTEE REVIEW AND SHAREHOLDER YES ABSTAIN AGAINST

REPORT ON CONTROLS RELATED TO LOANS, FORECLOSURE AND

SECURITIZATIONS

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, 2011

* By Power of Attorney. Filed on April 26, 2010, see File Number 33-53683.

Incorporated by Reference.

Vanguard Health Care Fund (VGHCX) N-PXAnnual report of proxy voting record