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, 2012 - JUNE 30, 2013
FUND: VANGUARD HEALTH CARE FUND
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ISSUER: Abbott Laboratories
TICKER: ABT CUSIP: 002824100
MEETING DATE: 4/26/2013 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 SALLY E. BLOUNT ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR W. JAMES FARRELL ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT DIRECTOR EDWARD M. LIDDY ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT DIRECTOR NANCY MCKINSTRY ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT DIRECTOR PHEBE N. NOVAKOVIC ISSUER YES FOR FOR
PROPOSAL #1.8: ELECT DIRECTOR WILLIAM A. OSBORN ISSUER YES FOR FOR
PROPOSAL #1.9: ELECT DIRECTOR SAMUEL C. SCOTT, III ISSUER YES FOR FOR
PROPOSAL #1.10: ELECT DIRECTOR GLENN F. TILTON ISSUER YES FOR FOR
PROPOSAL #1.11: 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: LABEL AND ELIMINATE GMO INGREDIENTS IN SHAREHOLDER YES ABSTAIN AGAINST
PRODUCTS
PROPOSAL #5: REPORT ON LOBBYING PAYMENTS AND POLICY SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #6: REQUIRE INDEPENDENT BOARD CHAIRMAN SHAREHOLDER YES AGAINST FOR
PROPOSAL #7: STOCK RETENTION/HOLDING PERIOD SHAREHOLDER YES AGAINST FOR
PROPOSAL #8: CEASE COMPLIANCE ADJUSTMENTS TO SHAREHOLDER YES AGAINST FOR
PERFORMANCE CRITERIA
PROPOSAL #9: PRO-RATA VESTING OF EQUITY AWARDS SHAREHOLDER YES AGAINST FOR
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ISSUER: AbbVie Inc.
TICKER: ABBV CUSIP: 00287Y109
MEETING DATE: 5/6/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR WILLIAM H.L. BURNSIDE ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR EDWARD J. RAPP ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR ROY S. ROBERTS 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 OMNIBUS STOCK PLAN ISSUER YES FOR FOR
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ISSUER: Actavis, Inc.
TICKER: ACT CUSIP: 00507K103
MEETING DATE: 5/10/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1a: ELECT DIRECTOR JACK MICHELSON ISSUER YES FOR FOR
PROPOSAL #1b: ELECT DIRECTOR RONALD R. TAYLOR ISSUER YES FOR FOR
PROPOSAL #1c: ELECT DIRECTOR ANDREW L. TURNER ISSUER YES FOR FOR
PROPOSAL #1d: ELECT DIRECTOR PAUL M. BISARO ISSUER YES FOR FOR
PROPOSAL #1e: ELECT DIRECTOR CHRISTOPHER W. BODINE ISSUER YES FOR FOR
PROPOSAL #1f: ELECT DIRECTOR MICHAEL J. FELDMAN ISSUER YES FOR FOR
PROPOSAL #1g: ELECT DIRECTOR FRED G. WEISS ISSUER YES FOR FOR
PROPOSAL #2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #3: RATIFY AUDITORS ISSUER YES FOR FOR
PROPOSAL #4: STOCK RETENTION SHAREHOLDER YES AGAINST FOR
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ISSUER: Actelion Ltd.
TICKER: ATLN CUSIP: H0032X135
MEETING DATE: 4/18/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: ACCEPT FINANCIAL STATEMENTS AND ISSUER YES FOR FOR
STATUTORY REPORTS
PROPOSAL #2: APPROVE ALLOCATION OF INCOME AND ISSUER YES FOR FOR
DIVIDENDS OF CHF 1.00 PER SHARE FROM CAPITAL
CONTRIBUTION RESERVES
PROPOSAL #3: APPROVE REMUNERATION REPORT ISSUER YES AGAINST AGAINST
PROPOSAL #4: APPROVE DISCHARGE OF BOARD AND SENIOR ISSUER YES FOR FOR
MANAGEMENT
PROPOSAL #5: APPROVE CHF 3.2 MILLION REDUCTION IN ISSUER YES FOR FOR
SHARE CAPITAL VIA CANCELLATION OF REPURCHASED SHARES
PROPOSAL #6.1: RELECT WERNER HENRICH AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #6.2: RELECT ARMIN KESSLER AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #6.3: RELECT JEAN MALO AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #6.4: ELECT JOHN GREISCH AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #7: RATIFY ERNST AND YOUNG AG AS AUDITORS ISSUER YES FOR FOR
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ISSUER: Aetna Inc.
TICKER: AET CUSIP: 00817Y108
MEETING DATE: 5/17/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1a: ELECT DIRECTOR FERNANDO AGUIRRE ISSUER YES FOR FOR
PROPOSAL #1b: ELECT DIRECTOR MARK T. BERTOLINI ISSUER YES FOR FOR
PROPOSAL #1c: ELECT DIRECTOR FRANK M. CLARK ISSUER YES FOR FOR
PROPOSAL #1d: ELECT DIRECTOR BETSY Z. COHEN ISSUER YES FOR FOR
PROPOSAL #1e: ELECT DIRECTOR MOLLY J. COYE ISSUER YES FOR FOR
PROPOSAL #1f: ELECT DIRECTOR ROGER N. FARAH ISSUER YES FOR FOR
PROPOSAL #1g: ELECT DIRECTOR BARBARA HACKMAN FRANKLIN ISSUER YES FOR FOR
PROPOSAL #1h: ELECT DIRECTOR JEFFREY E. GARTEN ISSUER YES FOR FOR
PROPOSAL #1i: ELECT DIRECTOR ELLEN M. HANCOCK ISSUER YES FOR FOR
PROPOSAL #1j: ELECT DIRECTOR RICHARD J. HARRINGTON ISSUER YES FOR FOR
PROPOSAL #1k: ELECT DIRECTOR EDWARD J. LUDWIG ISSUER YES FOR FOR
PROPOSAL #1l: ELECT DIRECTOR JOSEPH P. NEWHOUSE ISSUER YES FOR FOR
PROPOSAL #2: RATIFY AUDITORS ISSUER YES FOR FOR
PROPOSAL #3: AMEND OMNIBUS STOCK PLAN ISSUER YES FOR FOR
PROPOSAL #4: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #5: REQUIRE INDEPENDENT BOARD CHAIRMAN SHAREHOLDER YES AGAINST FOR
PROPOSAL #6: REDUCE SUPERMAJORITY VOTE REQUIREMENT SHAREHOLDER YES AGAINST FOR
PROPOSAL #7: ENHANCE BOARD OVERSIGHT OF POLITICAL SHAREHOLDER YES AGAINST FOR
CONTRIBUTIONS
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ISSUER: Agilent Technologies, Inc.
TICKER: A CUSIP: 00846U101
MEETING DATE: 3/20/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR PAUL N. CLARK ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR JAMES G. CULLEN ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR TADATAKA YAMADA 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: DECLASSIFY THE BOARD OF DIRECTORS SHAREHOLDER YES FOR AGAINST
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ISSUER: Algeta ASA
TICKER: ALGETA CUSIP: R02078104
MEETING DATE: 4/11/2013 �� FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: OPEN MEETING; REGISTRATION OF ATTENDING ISSUER YES FOR FOR
SHAREHOLDERS
PROPOSAL #2: ELECT CHAIRMAN OF MEETING; DESIGNATE ISSUER YES FOR FOR
INSPECTOR(S) OF MINUTES OF MEETING
PROPOSAL #3: APPROVE NOTICE OF MEETING AND AGENDA ISSUER YES FOR FOR
PROPOSAL #4: APPROVE FINANCIAL STATEMENTS AND ISSUER YES FOR FOR
STATUTORY REPORTS; APPROVE ALLOCATION OF INCOME
PROPOSAL #5: APPROVE REMUNERATION OF DIRECTORS IN THE ISSUER YES FOR FOR
AMOUNT OF NOK 400,000 FOR CHAIRMAN; NOK 275,000 FOR
DEPUTY CHAIRMAN, AND NOK 200,000 FOR OTHER DIRECTORS;
APPROVE GRANT OF OPTIONS
PROPOSAL #6: APPROVE REMUNERATION OF COMMITTEES ISSUER YES FOR FOR
PROPOSAL #7: APPROVE REMUNERATION OF AUDITORS ISSUER YES FOR FOR
PROPOSAL #8: APPROVE REMUNERATION POLICY AND OTHER ISSUER YES FOR FOR
TERMS OF EMPLOYMENT FOR EXECUTIVE MANAGEMENT
PROPOSAL #9: APPROVE NOK 488.2 MILLION REDUCTION OF ISSUER YES FOR FOR
SHARE PREMIUM FUND
PROPOSAL #10.1: APPROVE CREATION OF NOK 2.13 MILLION ISSUER YES FOR FOR
POOL OF CAPITAL WITHOUT PREEMPTIVE RIGHTS
PROPOSAL #10.2: APPROVE ISSUANCE OF CONVERTIBLE LOAN ISSUER YES FOR FOR
WITH MAXIMUM AMOUNT OF NOK 800 MILLION WITHOUT
PREEMPTIVE RIGHTS; APPROVE CREATION OF NOK 2.13
MILLION POOL OF CAPITAL TO GUARANTEE CONVERSION RIGHTS
PROPOSAL #11: APPROVE CAPITAL INCREASE OF NOK 2.38 ISSUER YES FOR FOR
MILLION IN CONNECTION WITH COMPANY'S INCENTIVE SCHEME
PROPOSAL #12: AUTHORIZE SHARE REPURCHASE PROGRAM AND ISSUER YES FOR FOR
REISSUANCE OF REPURCHASED SHARES
PROPOSAL #13a: REELECT STEIN ANNEXSTAD AS CHAIRMAN ISSUER YES FOR FOR
PROPOSAL #13b: REELECT JOHN BERRIMAN AS DEPUTY ISSUER YES FOR FOR
CHAIRMAN
PROPOSAL #13c: REELECT PER SAMUELSSON AS DIRECTOR ISSUER YES AGAINST AGAINST
PROPOSAL #13d: REELECT HILDE STEINEGER AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #13e: REELECT KAPIL DHINGRA AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #13f: REELECT JUDITH HEMBERGER AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #13g: ELECT TWO NEW DIRECTORS ISSUER YES AGAINST AGAINST
PROPOSAL #14: AMEND NOMINATING COMMITTEE CHARTER ISSUER YES FOR FOR
PROPOSAL #15: ELECT MEMBERS OF NOMINATING COMMITTEE ISSUER YES FOR FOR
PROPOSAL #16: AMEND CORPORATE PURPOSE ISSUER YES FOR FOR
PROPOSAL #17: AUTHORIZE COMPANY TO CALL EGM WITH TWO ISSUER YES FOR FOR
WEEKS' NOTICE
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ISSUER: Alkermes Plc.
TICKER: ALKS CUSIP: G01767105
MEETING DATE: 8/1/2012 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR FLOYD E. BLOOM ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR GERALDINE A. HENWOOD ISSUER YES FOR FOR
PROPOSAL #2: AMEND OMNIBUS STOCK PLAN 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: CHANGE LOCATION OF ANNUAL MEETING ISSUER YES FOR �� FOR
PROPOSAL #6: APPROVE PRICEWATERHOUSECOOPERS AS ISSUER YES FOR FOR
AUDITORS AND AUTHORIZE BOARD TO FIX THEIR REMUNERATION
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ISSUER: Allscripts Healthcare Solutions, Inc.
TICKER: MDRX CUSIP: 01988P108
MEETING DATE: 5/21/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1a: ELECT DIRECTOR STUART L. BASCOMB ISSUER YES FOR FOR
PROPOSAL #1b: ELECT DIRECTOR PAUL M. BLACK ISSUER YES FOR FOR
PROPOSAL #1c: ELECT DIRECTOR DENNIS H. CHOOKASZIAN ISSUER YES FOR FOR
PROPOSAL #1d: ELECT DIRECTOR ROBERT J. CINDRICH ISSUER YES FOR FOR
PROPOSAL #1e: ELECT DIRECTOR MICHAEL A. KLAYKO ISSUER YES FOR FOR
PROPOSAL #1f: ELECT DIRECTOR ANITA V. PRAMODA ISSUER YES FOR FOR
PROPOSAL #1g: ELECT DIRECTOR DAVID D. STEVENS ISSUER YES FOR FOR
PROPOSAL #1h: ELECT DIRECTOR RALPH H. 'RANDY' THURMAN ISSUER YES FOR FOR
PROPOSAL #2: AMEND OMNIBUS STOCK PLAN ISSUER YES FOR FOR
PROPOSAL #3: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #4: RATIFY AUDITORS ISSUER YES FOR FOR
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ISSUER: Amgen Inc.
TICKER: AMGN CUSIP: 031162100
MEETING DATE: 5/22/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR DAVID BALTIMORE ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR FRANK J. BIONDI, JR. ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR ROBERT A. BRADWAY ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR FRANCOIS DE CARBONNEL ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT DIRECTOR VANCE D. COFFMAN ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT DIRECTOR ROBERT A. ECKERT ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT DIRECTOR REBECCA M. HENDERSON ISSUER YES FOR FOR
PROPOSAL #1.8: ELECT DIRECTOR FRANK C. HERRINGER ISSUER YES FOR FOR
PROPOSAL #1.9: ELECT DIRECTOR TYLER JACKS ISSUER YES FOR FOR
PROPOSAL #1.10: ELECT DIRECTOR GILBERT S. OMENN ISSUER YES FOR FOR
PROPOSAL #1.11: ELECT DIRECTOR JUDITH C. PELHAM ISSUER YES FOR FOR
PROPOSAL #1.12: ELECT DIRECTOR LEONARD D. SCHAEFFER ISSUER YES FOR FOR
PROPOSAL #1.13: ELECT DIRECTOR RONALD D. SUGAR 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: AMEND OMNIBUS STOCK PLAN ISSUER YES FOR FOR
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ISSUER: Astellas Pharma Inc.
TICKER: 4503 CUSIP: J03393105
MEETING DATE: 6/19/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE ALLOCATION OF INCOME, WITH A ISSUER YES FOR FOR
FINAL DIVIDEND OF JPY 65
PROPOSAL #2.1: ELECT DIRECTOR NOGIMORI, MASAFUMI ISSUER YES FOR FOR
PROPOSAL #2.2: ELECT DIRECTOR HATANAKA, YOSHIHIKO ISSUER YES FOR FOR
PROPOSAL #2.3: ELECT DIRECTOR MIYOKAWA, YOSHIRO ISSUER YES FOR FOR
PROPOSAL #2.4: ELECT DIRECTOR OISHI, KANOKO ISSUER YES FOR FOR
PROPOSAL #2.5: ELECT DIRECTOR AIKAWA, NAOKI ISSUER YES FOR FOR
PROPOSAL #2.6: ELECT DIRECTOR KASE, YUTAKA ISSUER YES FOR FOR
PROPOSAL #2.7: ELECT DIRECTOR YASUDA, HIRONOBU ISSUER YES FOR FOR
PROPOSAL #3: APPOINT STATUTORY AUDITOR OTANI, GO ISSUER YES FOR FOR
PROPOSAL #4: APPROVE ANNUAL BONUS PAYMENT TO DIRECTORS ISSUER YES FOR FOR
PROPOSAL #5: APPROVE DEEP DISCOUNT STOCK OPTION PLAN ISSUER YES FOR FOR
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ISSUER: AstraZeneca plc
TICKER: AZN CUSIP: G0593M107
MEETING DATE: 4/25/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: ACCEPT FINANCIAL STATEMENTS AND ISSUER YES FOR FOR
STATUTORY REPORTS
PROPOSAL #2: APPROVE DIVIDENDS ISSUER YES FOR FOR
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 LEIF JOHANSSON AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #5(b): ELECT PASCAL SORIOT AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #5(c): RE-ELECT SIMON LOWTH AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #5(d): RE-ELECT GENEVIEVE BERGER AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #5(e): RE-ELECT BRUCE BURLINGTON AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #5(f): RE-ELECT GRAHAM CHIPCHASE AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #5(g): RE-ELECT JEAN-PHILIPPE COURTOIS AS ISSUER YES AGAINST AGAINST
DIRECTOR
PROPOSAL #5(h): RE-ELECT RUDY MARKHAM AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #5(i): RE-ELECT NANCY ROTHWELL AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #5(j): RE-ELECT SHRITI VADERA AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #5(k): RE-ELECT JOHN VARLEY AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #5(l): RE-ELECT MARCUS WALLENBERG AS DIRECTOR ISSUER YES FOR FOR
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 OF ORDINARY ISSUER YES FOR FOR
SHARES
PROPOSAL #11: AUTHORISE THE COMPANY TO CALL EGM WITH ISSUER YES FOR FOR
TWO WEEKS' NOTICE
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ISSUER: Baxter International Inc.
TICKER: BAX CUSIP: 071813109
MEETING DATE: 5/7/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1a: ELECT DIRECTOR THOMAS F. CHEN ISSUER YES FOR FOR
PROPOSAL #1b: ELECT DIRECTOR BLAKE E. DEVITT ISSUER YES FOR FOR
PROPOSAL #1c: ELECT DIRECTOR JOHN D. FORSYTH ISSUER YES FOR FOR
PROPOSAL #1d: ELECT DIRECTOR GAIL D. FOSLER ISSUER YES FOR FOR
PROPOSAL #1e: ELECT DIRECTOR CAROLE J. SHAPAZIAN 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: DECLASSIFY THE BOARD OF DIRECTORS ISSUER YES FOR FOR
PROPOSAL #5: PROVIDE RIGHT TO CALL SPECIAL MEETING ISSUER YES FOR FOR
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ISSUER: Bayer AG
TICKER: BAYN CUSIP: D0712D163
MEETING DATE: 4/26/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: RECEIVE FINANCIAL STATEMENTS AND ISSUER NO N/A N/A
STATUTORY REPORTS; APPROVE ALLOCATION OF INCOME AND
DIVIDENDS OF EUR 1.90 PER SHARE FOR FISCAL 2012
PROPOSAL #2: APPROVE DISCHARGE OF MANAGEMENT BOARD ISSUER NO N/A N/A
FOR FISCAL 2012
PROPOSAL #3: APPROVE DISCHARGE OF SUPERVISORY BOARD ISSUER NO N/A N/A
FOR FISCAL 2012
PROPOSAL #4: APPROVE AFFILIATION AGREEMENT WITH BAYER ISSUER NO N/A N/A
BETEILIGUNGSVERWALTUNG GOSLAR GMBH
PROPOSAL #5: RATIFY PRICEWATERHOUSECOOPERS AS ISSUER NO N/A N/A
AUDITORS FOR FISCAL 2013
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ISSUER: Becton, Dickinson and Company
TICKER: BDX CUSIP: 075887109
MEETING DATE: 1/29/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR BASIL L. ANDERSON ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR HENRY P. BECTON, JR. ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR CATHERINE M. BURZIK ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR EDWARD F. DEGRAAN ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT DIRECTOR VINCENT A. FORLENZA ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT DIRECTOR CLAIRE M. FRASER ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT DIRECTOR CHRISTOPHER JONES ISSUER YES FOR FOR
PROPOSAL #1.8: ELECT DIRECTOR MARSHALL O. LARSEN ISSUER YES FOR FOR
PROPOSAL #1.9: ELECT DIRECTOR ADEL A.F. MAHMOUD ISSUER YES FOR FOR
PROPOSAL #1.10: ELECT DIRECTOR GARY A. MECKLENBURG ISSUER YES FOR FOR
PROPOSAL #1.11: ELECT DIRECTOR JAMES F. ORR ISSUER YES FOR FOR
PROPOSAL #1.12: ELECT DIRECTOR WILLARD J. OVERLOCK, ISSUER YES FOR FOR
JR.
PROPOSAL #1.13: ELECT DIRECTOR REBECCA W. RIMEL ISSUER YES FOR FOR
PROPOSAL #1.14: ELECT DIRECTOR BERTRAM L. SCOTT ISSUER YES FOR FOR
PROPOSAL #1.15: ELECT DIRECTOR ALFRED SOMMER 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: RESCIND FAIR PRICE PROVISION ISSUER YES FOR FOR
PROPOSAL #5: AMEND OMNIBUS STOCK PLAN ISSUER YES FOR FOR
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ISSUER: Biogen Idec Inc.
TICKER: BIIB CUSIP: 09062X103
MEETING DATE: 6/12/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR CAROLINE D. DORSA ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR STELIOS PAPADOPOULOS ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR GEORGE A. SCANGOS ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR LYNN SCHENK ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT DIRECTOR ALEXANDER J. DENNER ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT DIRECTOR NANCY L. LEAMING ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT DIRECTOR RICHARD C. MULLIGAN ISSUER YES FOR FOR
PROPOSAL #1.8: ELECT DIRECTOR ROBERT W. PANGIA ISSUER YES FOR FOR
PROPOSAL #1.9: ELECT DIRECTOR BRIAN S. POSNER ISSUER YES FOR FOR
PROPOSAL #1.10: ELECT DIRECTOR ERIC K. ROWINSKY ISSUER YES FOR FOR
PROPOSAL #1.11: ELECT DIRECTOR STEPHEN A. SHERWIN ISSUER YES FOR FOR
PROPOSAL #1.12: ELECT DIRECTOR WILLIAM D. YOUNG 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: AMEND EXECUTIVE INCENTIVE BONUS PLAN ISSUER YES FOR FOR
PROPOSAL #5: AMEND OMNIBUS STOCK PLAN ISSUER YES FOR FOR
PROPOSAL #6: STOCK RETENTION/HOLDING PERIOD SHAREHOLDER YES AGAINST FOR
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ISSUER: Boston Scientific Corporation
TICKER: BSX CUSIP: 101137107
MEETING DATE: 5/7/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1a: ELECT DIRECTOR KATHARINE T. BARTLETT ISSUER YES FOR FOR
PROPOSAL #1b: ELECT DIRECTOR BRUCE L. BYRNES ISSUER YES FOR FOR
PROPOSAL #1c: ELECT DIRECTOR NELDA J. CONNORS ISSUER YES FOR FOR
PROPOSAL #1d: ELECT DIRECTOR KRISTINA M. JOHNSON ISSUER YES FOR FOR
PROPOSAL #1e: ELECT DIRECTOR MICHAEL F. MAHONEY ISSUER YES FOR FOR
PROPOSAL #1f: ELECT DIRECTOR ERNEST MARIO ISSUER YES FOR FOR
PROPOSAL #1g: ELECT DIRECTOR N.J. NICHOLAS, JR. ISSUER YES FOR FOR
PROPOSAL #1h: ELECT DIRECTOR PETE M. NICHOLAS ISSUER YES FOR FOR
PROPOSAL #1i: ELECT DIRECTOR UWE E. REINHARDT ISSUER YES FOR FOR
PROPOSAL #1j: ELECT DIRECTOR JOHN E. SUNUNU ISSUER YES FOR FOR
PROPOSAL #2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #3: RATIFY AUDITORS ISSUER YES FOR FOR
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ISSUER: Bristol-Myers Squibb Company
TICKER: BMY CUSIP: 110122108
MEETING DATE: 5/7/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: ELECT DIRECTOR LAMBERTO ANDREOTTI ISSUER YES FOR FOR
PROPOSAL #1B: ELECT DIRECTOR LEWIS B. CAMPBELL ISSUER YES FOR FOR
PROPOSAL #1C: ELECT DIRECTOR JAMES M. CORNELIUS ISSUER YES FOR FOR
PROPOSAL #1D: ELECT DIRECTOR LAURIE H. GLIMCHER ISSUER YES FOR FOR
PROPOSAL #1E: ELECT DIRECTOR MICHAEL GROBSTEIN ISSUER YES FOR FOR
PROPOSAL #1F: ELECT DIRECTOR ALAN J. LACY ISSUER YES FOR FOR
PROPOSAL #1G: ELECT DIRECTOR VICKI L. SATO ISSUER YES FOR FOR
PROPOSAL #1H: ELECT DIRECTOR ELLIOTT SIGAL ISSUER YES FOR FOR
PROPOSAL #1I: ELECT DIRECTOR GERALD L. STORCH ISSUER YES FOR FOR
PROPOSAL #1J: ELECT DIRECTOR TOGO D. WEST, 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
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Bruker Corporation
TICKER: BRKR CUSIP: 116794108
MEETING DATE: 5/16/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR WOLF-DIETER EMMERICH ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR BRENDA J. FURLONG ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR FRANK H. LAUKIEN ISSUER �� YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR RICHARD A. PACKER ISSUER YES FOR FOR
PROPOSAL #2: RATIFY AUDITORS ISSUER YES FOR FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Cardinal Health, Inc.
TICKER: CAH CUSIP: 14149Y108
MEETING DATE: 11/2/2012 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR COLLEEN F. ARNOLD ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR GEORGE S. BARRETT ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR GLENN A. BRITT ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR CARRIE S. COX ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT DIRECTOR CALVIN DARDEN ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT DIRECTOR BRUCE L. DOWNEY ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT DIRECTOR JOHN F. FINN ISSUER YES FOR FOR
PROPOSAL #1.8: ELECT DIRECTOR CLAYTON M. JONES ISSUER YES FOR FOR
PROPOSAL #1.9: ELECT DIRECTOR GREGORY B. KENNY ISSUER YES FOR FOR
PROPOSAL #1.10: ELECT DIRECTOR DAVID P. KING ISSUER YES FOR FOR
PROPOSAL #1.11: ELECT DIRECTOR RICHARD C. NOTEBAERT ISSUER YES FOR FOR
PROPOSAL #1.12: ELECT DIRECTOR JEAN G. SPAULDING 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: STOCK RETENTION/HOLDING PERIOD SHAREHOLDER YES AGAINST FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CareFusion Corporation
TICKER: CFN CUSIP: 14170T101
MEETING DATE: 4/15/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1a: ELECT DIRECTOR PHILIP L. FRANCIS ISSUER YES FOR FOR
PROPOSAL #1b: ELECT DIRECTOR ROBERT F. FRIEL ISSUER YES FOR FOR
PROPOSAL #1c: ELECT DIRECTOR GREGORY T. LUCIER 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: REDUCE SUPERMAJORITY VOTE REQUIREMENT SHAREHOLDER YES AGAINST FOR
PROPOSAL #5: DECLASSIFY THE BOARD OF DIRECTORS SHAREHOLDER YES FOR AGAINST
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Cerner Corporation
TICKER: CERN CUSIP: 156782104
MEETING DATE: 5/24/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1a: ELECT DIRECTOR GERALD E. BISBEE, JR. ISSUER YES FOR FOR
PROPOSAL #1b: ELECT DIRECTOR DENIS A. CORTESE ISSUER YES FOR FOR
PROPOSAL #1c: ELECT DIRECTOR LINDA M. DILLMAN 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: DECLASSIFY THE BOARD OF DIRECTORS ISSUER YES FOR FOR
PROPOSAL #5: INCREASE AUTHORIZED COMMON STOCK ISSUER YES AGAINST AGAINST
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Chugai Pharmaceutical Co. Ltd.
TICKER: 4519 CUSIP: J06930101
MEETING DATE: 3/27/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE ALLOCATION OF INCOME, WITH A �� ISSUER YES FOR FOR
FINAL DIVIDEND OF JPY 20
PROPOSAL #2.1: ELECT DIRECTOR OHASHI, MITSUO ISSUER YES FOR FOR
PROPOSAL #2.2: ELECT DIRECTOR DANIEL O'DAY ISSUER YES FOR FOR
PROPOSAL #3: APPOINT STATUTORY AUDITOR WATANABE, ISSUER YES FOR FOR
KUNITOSHI
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Cigna Corporation
TICKER: CI CUSIP: 125509109
MEETING DATE: 4/24/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR DAVID M. CORDANI ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR ISAIAH HARRIS, JR. ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR JANE E. HENNEY ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR DONNA F. ZARCONE 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: AMEND OMNIBUS STOCK PLAN ISSUER YES FOR FOR
PROPOSAL #5: REPORT ON LOBBYING PAYMENTS AND POLICY SHAREHOLDER YES ABSTAIN AGAINST
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Coventry Health Care, Inc.
TICKER: CVH CUSIP: 222862104
MEETING DATE: 11/21/2012 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE MERGER AGREEMENT ISSUER YES FOR FOR
PROPOSAL #2: ADJOURN MEETING ISSUER YES FOR FOR
PROPOSAL #3: ADVISORY VOTE ON GOLDEN PARACHUTES ISSUER YES AGAINST AGAINST
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Covidien plc
TICKER: COV CUSIP: G2554F113
MEETING DATE: 3/20/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1a: ELECT DIRECTOR JOSE E. ALMEIDA ISSUER YES FOR FOR
PROPOSAL #1b: ELECT DIRECTOR JOY A. AMUNDSON ISSUER YES FOR FOR
PROPOSAL #1c: ELECT DIRECTOR CRAIG ARNOLD ISSUER YES FOR FOR
PROPOSAL #1d: ELECT DIRECTOR ROBERT H. BRUST ISSUER YES FOR FOR
PROPOSAL #1e: ELECT DIRECTOR JOHN M. CONNORS, JR. ISSUER YES FOR FOR
PROPOSAL #1f: ELECT DIRECTOR CHRISTOPHER J. COUGHLIN ISSUER YES FOR FOR
PROPOSAL #1g: ELECT DIRECTOR RANDALL J. HOGAN, III ISSUER YES FOR FOR
PROPOSAL #1h: ELECT DIRECTOR MARTIN D. MADAUS ISSUER YES FOR FOR
PROPOSAL #1i: ELECT DIRECTOR DENNIS H. REILLEY ISSUER YES FOR FOR
PROPOSAL #1j: ELECT DIRECTOR JOSEPH A. ZACCAGNINO ISSUER YES FOR FOR
PROPOSAL #2: APPROVE AUDITORS AND AUTHORIZE BOARD TO ISSUER YES FOR FOR
FIX THEIR REMUNERATION
PROPOSAL #3: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #4: AMEND OMNIBUS STOCK PLAN ISSUER YES FOR FOR
PROPOSAL #5: AUTHORIZE OPEN-MARKET PURCHASES OF ISSUER YES FOR FOR
ORDINARY SHARES
PROPOSAL #6: AUTHORIZE THE PRICE RANGE AT WHICH THE ISSUER YES FOR FOR
COMPANY CAN REISSUE SHARES THAT IT HOLDS AS TREASURY
SHARES
PROPOSAL #7: AMEND ARTICLES OF ASSOCIATION TO EXPAND ISSUER YES FOR FOR
THE AUTHORITY TO EXECUTE INSTRUMENTS OF TRANSFER
PROPOSAL #8: APPROVE CREATION OF DISTRIBUTABLE ISSUER YES FOR FOR
RESERVES
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Cubist Pharmaceuticals, Inc.
TICKER: CBST CUSIP: 229678107
MEETING DATE: 6/12/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR MICHAEL BONNEY ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR MARK CORRIGAN ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR ALISON LAWTON ISSUER YES FOR FOR
PROPOSAL #2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #3: ADOPT MAJORITY VOTING FOR UNCONTESTED ISSUER YES FOR FOR
ELECTION OF DIRECTORS
PROPOSAL #4: AMEND BYLAWS TO MAKE CHANGES RELATED TO ISSUER YES FOR FOR
CUBIST'S RECENT SEPARATION OF THE ROLES OF CHIEF
EXECUTIVE OFFICER AND PRESIDENT
PROPOSAL #5: AMEND BYLAWS REGARDING THE CONDUCT OF ISSUER YES FOR FOR
STOCKHOLDER MEETINGS
PROPOSAL #6: AMEND THE CHARTER TO GIVE THE CEO ISSUER YES FOR FOR
AUTHORITY TO CALL SPECIAL MEETINGS
PROPOSAL #7: RATIFY AUDITORS ISSUER YES FOR FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CVS Caremark Corporation
TICKER: CVS CUSIP: 126650100
MEETING DATE: 5/9/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR C. DAVID BROWN II ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR DAVID W. DORMAN ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR ANNE M. FINUCANE ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR KRISTEN GIBNEY WILLIAMS ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT DIRECTOR LARRY J. MERLO ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT DIRECTOR JEAN-PIERRE MILLON ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT DIRECTOR RICHARD J. SWIFT ISSUER YES FOR FOR
PROPOSAL #1.8: ELECT DIRECTOR WILLIAM C. WELDON ISSUER YES FOR FOR
PROPOSAL #1.9: ELECT DIRECTOR TONY L. 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: AMEND QUALIFIED EMPLOYEE STOCK PURCHASE ISSUER YES FOR FOR
PLAN
PROPOSAL #5: REDUCE VOTE REQUIREMENT UNDER THE FAIR ISSUER YES FOR FOR
PRICE PROVISION
PROPOSAL #6: REPORT ON POLITICAL CONTRIBUTIONS SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #7: PRO-RATA VESTING OF EQUITY AWARDS SHAREHOLDER YES AGAINST FOR
PROPOSAL #8: REPORT ON LOBBYING PAYMENTS AND POLICY SHAREHOLDER YES ABSTAIN AGAINST
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Daiichi Sankyo Co. Ltd.
TICKER: 4568 CUSIP: J11257102
MEETING DATE: 6/21/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE ALLOCATION OF INCOME, WITH A ISSUER YES FOR FOR
FINAL DIVIDEND OF JPY 30
PROPOSAL #2.1: ELECT DIRECTOR SHODA, TAKASHI ISSUER YES FOR FOR
PROPOSAL #2.2: ELECT DIRECTOR NAKAYAMA, JOJI ISSUER YES FOR FOR
PROPOSAL #2.3: ELECT DIRECTOR OGITA, TAKESHI ISSUER YES FOR FOR
PROPOSAL #2.4: ELECT DIRECTOR HIROKAWA, KAZUNORI ISSUER YES FOR FOR
PROPOSAL #2.5: ELECT DIRECTOR SATO, YUUKI ISSUER YES FOR FOR
PROPOSAL #2.6: ELECT DIRECTOR HIRABAYASHI, HIROSHI ISSUER YES FOR FOR
PROPOSAL #2.7: ELECT DIRECTOR ISHIHARA, KUNIO ISSUER YES FOR FOR
PROPOSAL #2.8: ELECT DIRECTOR KANAZAWA, ICHIRO ISSUER YES FOR FOR
PROPOSAL #2.9: ELECT DIRECTOR SUGIYAMA, SEIJI ISSUER YES FOR FOR
PROPOSAL #2.10: ELECT DIRECTOR SAKAI, MANABU ISSUER YES FOR FOR
PROPOSAL #3: APPROVE ANNUAL BONUS PAYMENT TO DIRECTORS ISSUER YES FOR FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: DENTSPLY International Inc.
TICKER: XRAY CUSIP: 249030107
MEETING DATE: 5/22/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1a: ELECT DIRECTOR PAULA H. CHOLMONDELEY ISSUER YES FOR FOR
PROPOSAL #1b: ELECT DIRECTOR MICHAEL J. COLEMAN ISSUER YES FOR FOR
PROPOSAL #1c: ELECT DIRECTOR JOHN C. MILES, II ISSUER YES FOR FOR
PROPOSAL #1d: ELECT DIRECTOR JOHN L. MICLOT 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: DECLASSIFY THE BOARD OF DIRECTORS ISSUER YES FOR FOR
PROPOSAL #5: REPORT ON POLITICAL CONTRIBUTIONS SHAREHOLDER YES ABSTAIN AGAINST
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Eisai Co. Ltd.
TICKER: 4523 CUSIP: J12852117
MEETING DATE: 6/21/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: AMEND ARTICLES TO ALLOW SALES OF ISSUER YES FOR FOR
SUPPLEMENTARY SHARES TO ODD-LOT HOLDERS
PROPOSAL #2.1: ELECT DIRECTOR NAITO, HARUO ISSUER YES FOR FOR
PROPOSAL #2.2: ELECT DIRECTOR FUJIYOSHI, AKIRA ISSUER YES FOR FOR
PROPOSAL #2.3: ELECT DIRECTOR IZUMI, TOKUJI ISSUER YES FOR FOR
PROPOSAL #2.4: ELECT DIRECTOR MASUDA, KOICHI ISSUER YES FOR FOR
PROPOSAL #2.5: ELECT DIRECTOR OTA, KIYOCHIKA ISSUER YES FOR FOR
PROPOSAL #2.6: ELECT DIRECTOR AOI, MICHIKAZU ISSUER YES FOR FOR
PROPOSAL #2.7: ELECT DIRECTOR MATSUI, HIDEAKI ISSUER YES FOR FOR
PROPOSAL #2.8: ELECT DIRECTOR DEGUCHI, NOBUO ISSUER YES FOR FOR
PROPOSAL #2.9: ELECT DIRECTOR GRAHAM FRY ISSUER YES FOR FOR
PROPOSAL #2.10: ELECT DIRECTOR SUZUKI, OSAMU ISSUER YES FOR FOR
PROPOSAL #2.11: ELECT DIRECTOR PATRICIA ROBINSON ISSUER YES FOR FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Elan Corporation plc
TICKER: DRX CUSIP: 284131208
MEETING DATE: 12/12/2012 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE DEMERGER ISSUER YES FOR FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Elan Corporation plc
TICKER: DRX CUSIP: 284131208
MEETING DATE: 4/12/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE TENDER OFFER ISSUER YES FOR FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Elan Corporation plc
TICKER: DRX CUSIP: 284131208
MEETING DATE: 5/30/2013 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 AGAINST AGAINST
PROPOSAL #3a: REELECT ROBERT INGRAM AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3b: REELECT GARY KENNEDY AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3c: REELECT PATRICK KENNEDY AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3d: REELECT KELLY MARTIN AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3e: REELECT KIERAN MCGOWAN AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3f: REELECT KYRAN MCLAUGHLIN AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3g: REELECT DONAL O'CONNOR AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3h: REELECT RICHARD PILNIK AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3i: REELECT ANDREW VON ESCHENBACH AS ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #4: AUTHORISE BOARD TO FIX REMUNERATION OF ISSUER YES FOR FOR
AUDITORS
PROPOSAL #5: AUTHORISE ISSUANCE OF EQUITY OR EQUITY- ISSUER YES FOR FOR
LINKED SECURITIES WITH PREEMPTIVE RIGHTS
PROPOSAL #6: AUTHORISE ISSUANCE OF EQUITY OR EQUITY- ISSUER YES FOR FOR
LINKED SECURITIES WITHOUT PREEMPTIVE RIGHTS
PROPOSAL #7: APPROVE REDUCTION IN SHARE CAPITAL ISSUER YES FOR FOR
PROPOSAL #8: AUTHORISE SHARE REPURCHASE PROGRAM ISSUER YES FOR FOR
PROPOSAL #9: AUTHORISE REISSUANCE OF REPURCHASED ISSUER YES FOR FOR
SHARES
PROPOSAL #10: AUTHORISE THE COMPANY TO CALL EGM WITH ISSUER YES FOR FOR
TWO WEEKS' NOTICE
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Elan Corporation plc
TICKER: DRX CUSIP: 284131208
MEETING DATE: 6/17/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE THERAVANCE TRANSACTION ISSUER YES AGAINST AGAINST
PROPOSAL #2: APPROVE AOP TRANSACTION ISSUER YES AGAINST AGAINST
PROPOSAL #3: APPROVE ELND005 TRANSACTION ISSUER YES AGAINST AGAINST
PROPOSAL #4: AUTHORISE SHARE REPURCHASE PROGRAM ISSUER YES FOR FOR
PROPOSAL #1: APPROVE THERAVANCE TRANSACTION ISSUER NO N/A N/A
PROPOSAL #2: APPROVE AOP TRANSACTION ISSUER NO N/A N/A
PROPOSAL #3: APPROVE ELND005 TRANSACTION ISSUER NO N/A N/A
PROPOSAL #4: AUTHORISE SHARE REPURCHASE PROGRAM ISSUER NO N/A N/A
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Eli Lilly and Company
TICKER: LLY CUSIP: 532457108
MEETING DATE: 5/6/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: ELECT DIRECTOR RALPH ALVAREZ ISSUER YES FOR FOR
PROPOSAL #2: ELECT DIRECTOR WINFRIED BISCHOFF ISSUER YES FOR FOR
PROPOSAL #3: ELECT DIRECTOR R. DAVID HOOVER ISSUER YES FOR FOR
PROPOSAL #4: ELECT DIRECTOR FRANKLYN G. PRENDERGAST ISSUER YES FOR FOR
PROPOSAL #5: ELECT DIRECTOR KATHI P. SEIFERT 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: AMEND OMNIBUS STOCK PLAN ISSUER YES FOR FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Forest Laboratories, Inc.
TICKER: FRX CUSIP: 345838106
MEETING DATE: 8/15/2012 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR HOWARD SOLOMON ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR NESLI BASGOZ ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR CHRISTOPHER J. COUGHLIN ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR DAN L. GOLDWASSER ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT DIRECTOR KENNETH E. GOODMAN ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT DIRECTOR GERALD M. LIEBERMAN ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT DIRECTOR LAWRENCE S. OLANOFF ISSUER YES FOR FOR
PROPOSAL #1.8: ELECT DIRECTOR LESTER B. SALANS ISSUER YES FOR FOR
PROPOSAL #1.9: ELECT DIRECTOR BRENTON L. SAUNDERS ISSUER YES FOR FOR
PROPOSAL #1.10: ELECT DIRECTOR PETER J. ZIMETBAUM ISSUER YES FOR FOR
PROPOSAL #2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #3: RATIFY AUDITORS ISSUER YES FOR FOR
PROPOSAL #4: ADOPT PROXY ACCESS RIGHT SHAREHOLDER YES AGAINST FOR
PROPOSAL #5: REPEAL ANY BYLAWS AMENDMENTS IMPLEMENTED SHAREHOLDER YES AGAINST FOR
ON OR AFTER JUNE 18, 2012
PROPOSAL #1.1: ELECT DIRECTOR ERIC J. ENDE SHAREHOLDER NO N/A N/A
PROPOSAL #1.2: ELECT DIRECTOR PIERRE LEGAULT SHAREHOLDER NO N/A N/A
PROPOSAL #1.3: ELECT DIRECTOR ANDREW J. FROMKIN SHAREHOLDER NO N/A N/A
PROPOSAL #1.4: ELECT DIRECTOR DANIEL A. NINIVAGGI SHAREHOLDER NO N/A N/A
PROPOSAL #1.5: MANAGEMENT NOMINEE - HOWARD SOLOMON SHAREHOLDER NO N/A N/A
PROPOSAL #1.6: MANAGEMENT NOMINEE - NESLI BASGOZ SHAREHOLDER NO N/A N/A
PROPOSAL #1.7: MANAGEMENT NOMINEE - CHRISTOPHER J. SHAREHOLDER NO N/A N/A
COUGHLIN
PROPOSAL #1.8: MANAGEMENT NOMINEE - GERALD M. SHAREHOLDER NO N/A N/A
LIEBERMAN
PROPOSAL #1.9: MANAGEMENT NOMINEE - BRENTON L. SHAREHOLDER NO N/A N/A
SAUNDERS
PROPOSAL #1.10: MANAGEMENT NOMINEE - PETER J. SHAREHOLDER NO N/A N/A
ZIMETBAUM
PROPOSAL #2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER NO N/A N/A
OFFICERS' COMPENSATION
PROPOSAL #3: RATIFY AUDITORS ISSUER NO N/A N/A
PROPOSAL #4: ADOPT PROXY ACCESS RIGHT SHAREHOLDER NO N/A N/A
PROPOSAL #5: REPEAL ANY BYLAWS AMENDMENTS IMPLEMENTED SHAREHOLDER NO N/A N/A
ON OR AFTER JUNE 18, 2012
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Fresenius Medical Care AG & Co. KGaA
TICKER: FME CUSIP: D2734Z107
MEETING DATE: 5/16/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: ACCEPT FINANCIAL STATEMENTS AND ISSUER YES FOR FOR
STATUTORY REPORTS
PROPOSAL #2: APPROVE ALLOCATION OF INCOME AND ISSUER YES FOR FOR
DIVIDENDS OF EUR 0.75 PER COMMON SHARE AND EUR 0.77
PER PREFERENCE SHARE
PROPOSAL #3: APPROVE DISCHARGE OF PERSONALLY LIABLE ISSUER YES FOR FOR
PARTNER FOR FISCAL 2012
PROPOSAL #4: APPROVE DISCHARGE OF SUPERVISORY BOARD ISSUER YES FOR FOR
FOR FISCAL 2012
PROPOSAL #5: RATIFY KPMG AS AUDITORS FOR FISCAL 2013 ISSUER YES FOR FOR
PROPOSAL #6: APPROVE CONVERSION OF PREFERENCE SHARES ISSUER YES FOR FOR
INTO ORDINARY SHARES
PROPOSAL #7: AMEND STOCK OPTION PLAN AND CONDITIONAL ISSUER YES FOR FOR
CAPITAL POOL TO REFLECT CHANGES IN SHARE STRUCTURE
PROPOSAL #8: APPROVE ITEMS 6 AND 7 ISSUER YES FOR FOR
PROPOSAL #9: AMEND ARTICLES RE: AGM PARTICIPATION AND ISSUER YES FOR FOR
VOTING RIGHTS
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Gilead Sciences, Inc.
TICKER: GILD CUSIP: 375558103
MEETING DATE: 5/8/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR JOHN F. COGAN ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR ETIENNE F. DAVIGNON ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR CARLA A. HILLS ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR KEVIN E. LOFTON ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT DIRECTOR JOHN W. MADIGAN ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT DIRECTOR JOHN C. MARTIN ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT DIRECTOR NICHOLAS G. MOORE ISSUER YES FOR FOR
PROPOSAL #1.8: ELECT DIRECTOR RICHARD J. WHITLEY ISSUER YES FOR FOR
PROPOSAL #1.9: ELECT DIRECTOR GAYLE E. WILSON ISSUER YES FOR FOR
PROPOSAL #1.10: ELECT DIRECTOR PER WOLD-OLSEN ISSUER YES FOR FOR
PROPOSAL #2: RATIFY AUDITORS ISSUER YES FOR FOR
PROPOSAL #3: AMEND OMNIBUS STOCK PLAN ISSUER YES FOR FOR
PROPOSAL #4: INCREASE AUTHORIZED COMMON STOCK ISSUER YES FOR FOR
PROPOSAL #5: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #6: REQUIRE INDEPENDENT BOARD CHAIRMAN SHAREHOLDER YES AGAINST FOR
PROPOSAL #7: PROVIDE RIGHT TO ACT BY WRITTEN CONSENT SHAREHOLDER YES AGAINST FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: GlaxoSmithKline plc
TICKER: GSK CUSIP: 37733W105
MEETING DATE: 5/1/2013 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: ELECT LYNN ELSENHANS AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #4: ELECT JING ULRICH AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #5: ELECT HANS WIJERS AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #6: RE-ELECT SIR CHRISTOPHER GENT AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #7: RE-ELECT SIR ANDREW WITTY AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #8: RE-ELECT SIR ROY ANDERSON AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #9: RE-ELECT DR STEPHANIE BURNS AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #10: RE-ELECT STACEY CARTWRIGHT AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #11: RE-ELECT SIMON DINGEMANS AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #12: RE-ELECT JUDY LEWENT AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #13: RE-ELECT SIR DERYCK MAUGHAN AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #14: RE-ELECT DR DANIEL PODOLSKY AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #15: RE-ELECT DR MONCEF SLAOUI AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #16: RE-ELECT TOM DE SWAAN AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #17: RE-ELECT SIR ROBERT WILSON AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #18: REAPPOINT PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR FOR
AUDITORS
PROPOSAL #19: AUTHORISE THE AUDIT & RISK COMMITTEE TO ISSUER YES FOR FOR
FIX REMUNERATION OF AUDITORS
PROPOSAL #20: AUTHORISE EU POLITICAL DONATIONS AND ISSUER YES FOR FOR
EXPENDITURE
PROPOSAL #21: AUTHORISE ISSUE OF EQUITY WITH PRE- ISSUER YES FOR FOR
EMPTIVE RIGHTS
PROPOSAL #22: AUTHORISE ISSUE OF EQUITY WITHOUT PRE- ISSUER YES FOR FOR
EMPTIVE RIGHTS
PROPOSAL #23: AUTHORISE MARKET PURCHASE OF ORDINARY ISSUER YES FOR FOR
SHARES
PROPOSAL #24: APPROVE THE EXEMPTION FROM STATEMENT OF ISSUER YES FOR FOR
THE NAME OF THE SENIOR STATUTORY AUDITOR IN
PUBLISHED COPIES OF THE AUDITORS' REPORTS
PROPOSAL #25: AUTHORISE THE COMPANY TO CALL EGM WITH ISSUER YES FOR FOR
TWO WEEKS' NOTICE
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: H. Lundbeck A/S
TICKER: LUN CUSIP: K4406L129
MEETING DATE: 3/21/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #2: APPROVE FINANCIAL STATEMENTS AND ISSUER YES FOR FOR
STATUTORY REPORTS
PROPOSAL #3: APPROVE REMUNERATION OF DIRECTORS IN THE ISSUER YES FOR FOR
AMOUNT OF DKK 900,000 FOR CHAIRMAN, DKK 600,000 FOR
VICE CHAIRMAN, AND DKK 300,000 FOR OTHER DIRECTORS;
APPROVE REMUNERATION FOR COMMITTEE WORK
PROPOSAL #4: APPROVE ALLOCATION OF INCOME AND ISSUER YES FOR FOR
DIVIDENDS OF DKK 2.00 PER SHARE
PROPOSAL #5a: REELECT HÅKAN BJÖRKLUND AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #5b: REELECT CHRISTIAN DYVIG AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #5c: REELECT THORLEIF KRARUP AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #5d: REELECT JES ØSTERGAARD AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #5e: REELECT MELANIE LEE AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #5f: ELECT LARS RASMUSSEN AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #6: RATIFY DELOITTE AS AUDITORS ISSUER YES FOR FOR
PROPOSAL #7a: AUTHORIZE REPURCHASE OF UP TO TEN ISSUER YES FOR FOR
PERCENT OF SHARE CAPITAL
PROPOSAL #7b: AUTHORIZE CHAIRMAN OF MEETING TO MAKE ISSUER YES FOR FOR
EDITORIAL CHANGES TO ADOPTED RESOLUTIONS IN
CONNECTION WITH REGISTRATION
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: HCA Holdings, Inc.
TICKER: HCA CUSIP: 40412C101
MEETING DATE: 4/24/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR RICHARD M. BRACKEN ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR R. MILTON JOHNSON ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR JOHN P. CONNAUGHTON ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR KENNETH W. FREEMAN ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT DIRECTOR THOMAS F. FRIST, III ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT DIRECTOR WILLIAM R. FRIST ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT DIRECTOR CHRISTOPHER R. GORDON ISSUER YES FOR FOR
PROPOSAL #1.8: ELECT DIRECTOR JAY O. LIGHT ISSUER YES FOR FOR
PROPOSAL #1.9: ELECT DIRECTOR GEOFFREY G. MEYERS ISSUER YES FOR FOR
PROPOSAL #1.10: ELECT DIRECTOR MICHAEL W. MICHELSON ISSUER YES FOR FOR
PROPOSAL #1.11: ELECT DIRECTOR JAMES C. MOMTAZEE ISSUER YES FOR FOR
PROPOSAL #1.12: ELECT DIRECTOR STEPHEN G. PAGLIUCA ISSUER YES FOR FOR
PROPOSAL #1.13: ELECT DIRECTOR WAYNE J. RILEY 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
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Health Management Associates, Inc.
TICKER: HMA CUSIP: 421933102
MEETING DATE: 5/21/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR WILLIAM J. SCHOEN ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR GARY D. NEWSOME ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR KENT P. DAUTEN ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR PASCAL J. GOLDSCHMIDT ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT DIRECTOR DONALD E. KIERNAN ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT DIRECTOR ROBERT A. KNOX ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT DIRECTOR VICKI A. O'MEARA ISSUER YES FOR FOR
PROPOSAL #1.8: ELECT DIRECTOR WILLIAM C. STEERE, JR. ISSUER YES FOR FOR
PROPOSAL #1.9: ELECT DIRECTOR RANDOLPH W. WESTERFIELD ISSUER YES FOR FOR
PROPOSAL #2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #3: AMEND OMNIBUS STOCK PLAN ISSUER YES FOR FOR
PROPOSAL #4: RATIFY AUDITORS ISSUER YES FOR FOR
PROPOSAL #5: REPORT ON SUSTAINABILITY SHAREHOLDER YES ABSTAIN AGAINST
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Health Net, Inc.
TICKER: HNT CUSIP: 42222G108
MEETING DATE: 5/23/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: ELECT DIRECTOR MARY ANNE CITRINO ISSUER YES FOR FOR
PROPOSAL #1B: ELECT DIRECTOR THEODORE F. CRAVER, JR. ISSUER YES FOR FOR
PROPOSAL #1C: ELECT DIRECTOR VICKI B. ESCARRA ISSUER YES FOR FOR
PROPOSAL #1D: ELECT DIRECTOR GALE S. FITZGERALD ISSUER YES FOR FOR
PROPOSAL #1E: ELECT DIRECTOR PATRICK FOLEY ISSUER YES FOR FOR
PROPOSAL #1F: ELECT DIRECTOR JAY M. GELLERT ISSUER YES FOR FOR
PROPOSAL #1G: ELECT DIRECTOR ROGER F. GREAVES ISSUER YES FOR FOR
PROPOSAL #1H: ELECT DIRECTOR DOUGLAS M. MANCINO ISSUER YES FOR FOR
PROPOSAL #1I: ELECT DIRECTOR BRUCE G. WILLISON ISSUER YES FOR FOR
PROPOSAL #1J: ELECT DIRECTOR FREDERICK C. YEAGER 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
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: HealthSouth Corporation
TICKER: HLS CUSIP: 421924309
MEETING DATE: 5/2/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR JOHN W. CHIDSEY ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR DONALD L. CORRELL ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR YVONNE M. CURL ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR CHARLES M. ELSON ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT DIRECTOR JAY GRINNEY ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT DIRECTOR JON F. HANSON ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT DIRECTOR JOAN E. HERMAN ISSUER YES FOR FOR
PROPOSAL #1.8: ELECT DIRECTOR LEO I. HIGDON, JR. ISSUER YES FOR FOR
PROPOSAL #1.9: ELECT DIRECTOR LESLYE G. KATZ ISSUER YES FOR FOR
PROPOSAL #1.10: ELECT DIRECTOR JOHN E. MAUPIN, JR. ISSUER YES FOR FOR
PROPOSAL #1.11: ELECT DIRECTOR L. EDWARD SHAW, 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
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Hospira, Inc.
TICKER: HSP CUSIP: 441060100
MEETING DATE: 5/8/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1a: ELECT DIRECTOR CONNIE R. CURRAN ISSUER YES FOR FOR
PROPOSAL #1b: ELECT DIRECTOR WILLIAM G. DEMPSEY ISSUER YES FOR FOR
PROPOSAL #1c: ELECT DIRECTOR DENNIS M. FENTON ISSUER YES FOR FOR
PROPOSAL #1d: ELECT DIRECTOR HEINO VON PRONDZYNSKI ISSUER YES FOR FOR
PROPOSAL #1e: ELECT DIRECTOR MARK F. WHEELER ISSUER YES FOR FOR
PROPOSAL #2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #3: RATIFY AUDITORS ISSUER YES FOR FOR
PROPOSAL #4: PROVIDE RIGHT TO ACT BY WRITTEN CONSENT SHAREHOLDER YES AGAINST FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Humana Inc.
TICKER: HUM CUSIP: 444859102
MEETING DATE: 4/25/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1a: ELECT DIRECTOR BRUCE D. BROUSSARD ISSUER YES FOR FOR
PROPOSAL #1b: ELECT DIRECTOR FRANK A. D'AMELIO ISSUER YES FOR FOR
PROPOSAL #1c: ELECT DIRECTOR W. ROY DUNBAR ISSUER YES FOR FOR
PROPOSAL #1d: ELECT DIRECTOR KURT J. HILZINGER ISSUER YES FOR FOR
PROPOSAL #1e: ELECT DIRECTOR DAVID A. JONES, JR. ISSUER YES FOR FOR
PROPOSAL #1f: ELECT DIRECTOR MICHAEL B. MCCALLISTER ISSUER YES FOR FOR
PROPOSAL #1g: ELECT DIRECTOR WILLIAM J. MCDONALD ISSUER YES FOR FOR
PROPOSAL #1h: ELECT DIRECTOR WILLIAM E. MITCHELL ISSUER YES FOR FOR
PROPOSAL #1i: ELECT DIRECTOR DAVID B. NASH ISSUER YES FOR FOR
PROPOSAL #1j: ELECT DIRECTOR JAMES J. O'BRIEN ISSUER YES FOR FOR
PROPOSAL #1k: ELECT DIRECTOR MARISSA T. PETERSON 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: REPORT ON POLITICAL CONTRIBUTIONS SHAREHOLDER YES ABSTAIN AGAINST
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Illumina, Inc.
TICKER: ILMN CUSIP: 452327109
MEETING DATE: 5/29/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR GERALD MOLLER ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR DAVID R. WALT ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR ROBERT S. EPSTEIN 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: AMEND OMNIBUS STOCK PLAN ISSUER YES FOR FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Incyte Corporation
TICKER: INCY CUSIP: 45337C102
MEETING DATE: 5/30/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR RICHARD U. DE SCHUTTER ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR BARRY M. ARIKO ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR JULIAN C. BAKER ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR PAUL A. BROOKE ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT DIRECTOR WENDY L. DIXON ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT DIRECTOR PAUL A. FRIEDMAN ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT DIRECTOR ROY A. WHITFIELD ISSUER YES WITHHOLD AGAINST
PROPOSAL #2: AMEND OMNIBUS STOCK PLAN ISSUER YES FOR FOR
PROPOSAL #3: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #4: RATIFY AUDITORS ISSUER YES FOR FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Ipsen
TICKER: IPN CUSIP: F5362H107
MEETING DATE: 5/31/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE FINANCIAL STATEMENTS AND ISSUER YES FOR FOR
STATUTORY REPORTS
PROPOSAL #2: APPROVE CONSOLIDATED FINANCIAL ISSUER YES FOR FOR
STATEMENTS AND STATUTORY REPORTS
PROPOSAL #3: APPROVE ALLOCATION OF INCOME AND ISSUER YES FOR FOR
DIVIDENDS OF EUR 0.80 PER SHARE
PROPOSAL #4: APPROVE AUDITORS' SPECIAL REPORT ON ISSUER YES AGAINST AGAINST
RELATED-PARTY TRANSACTIONS
PROPOSAL #5: APPROVE TRANSACTION WITH CHRISTEL BORIES ISSUER YES AGAINST AGAINST
RE: REMUNERATION
PROPOSAL #6: APPROVE SEVERANCE PAYMENT AGREEMENT WITH ISSUER YES AGAINST AGAINST
CHRISTEL BORIES
PROPOSAL #7: REELECT ANTOINE FLOCHEL AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #8: REELECT GERARD HAUSER AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #9: ELECT MARTHA CRAWFORD AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #10: AUTHORIZE REPURCHASE OF UP TO 10 ISSUER YES �� FOR FOR
PERCENT OF ISSUED SHARE CAPITAL
PROPOSAL #11: AUTHORIZE DECREASE IN SHARE CAPITAL VIA ISSUER YES FOR FOR
CANCELLATION OF REPURCHASED SHARES
PROPOSAL #12: AUTHORIZE CAPITALIZATION OF RESERVES OF ISSUER YES FOR FOR
UP TO 20 PERCENT OF ISSUED SHARE CAPITAL FOR BONUS
ISSUE OR INCREASE IN PAR VALUE
PROPOSAL #13: AUTHORIZE ISSUANCE OF EQUITY OR EQUITY- ISSUER YES FOR FOR
LINKED SECURITIES WITH PREEMPTIVE RIGHTS UP TO 20
PERCENT OF ISSUED SHARE CAPITAL
PROPOSAL #14: AUTHORIZE ISSUANCE OF EQUITY OR EQUITY- ISSUER YES FOR FOR
LINKED SECURITIES WITHOUT PREEMPTIVE RIGHTS UP TO 10
PERCENT OF ISSUED SHARE CAPITAL
PROPOSAL #15: APPROVE ISSUANCE OF UP TO 10 PERCENT OF ISSUER YES FOR FOR
ISSUED CAPITAL PER YEAR FOR A PRIVATE PLACEMENT
PROPOSAL #16: AUTHORIZE BOARD TO INCREASE CAPITAL IN ISSUER YES FOR FOR
THE EVENT OF ADDITIONAL DEMAND RELATED TO DELEGATION
SUBMITTED TO SHAREHOLDERS VOTE UNDER ITEMS 13 TO 15
PROPOSAL #17: AUTHORIZE CAPITAL INCREASE OF UP TO 10 ISSUER YES FOR FOR
PERCENT OF ISSUED CAPITAL FOR FUTURE ACQUISITIONS
PROPOSAL #18: APPROVE EMPLOYEE STOCK PURCHASE PLAN ISSUER YES FOR FOR
PROPOSAL #19: AUTHORIZE UP TO 3 PERCENT OF ISSUED ISSUER YES FOR FOR
CAPITAL FOR USE IN STOCK OPTION PLAN
PROPOSAL #20: AUTHORIZE UP TO 3 PERCENT OF ISSUED ISSUER YES FOR FOR
CAPITAL FOR USE IN RESTRICTED STOCK PLAN
PROPOSAL #21: APPROVE ISSUANCE OF WARRANTS (BSA, ISSUER YES FOR FOR
BSAANE AND BSAAR) UP TO 1 PERCENT OF ISSUED CAPITAL
RESERVED FOR EXECUTIVE CORPORATE OFFICERS
PROPOSAL #22: APPROVE ISSUANCE OF WARRANTS (BSA, ISSUER YES FOR FOR
BSAANE AND BSAAR) UP TO 1 PERCENT OF ISSUED CAPITAL
RESERVED FOR MARC DE GARIDEL
PROPOSAL #23: APPROVE ISSUANCE OF WARRANTS (BSA, ISSUER YES FOR FOR
BSAANE AND BSAAR) UP TO 1 PERCENT OF ISSUED CAPITAL
RESERVED FOR CHRISTEL BORIES
PROPOSAL #24: AUTHORIZE FILING OF REQUIRED ISSUER YES FOR FOR
DOCUMENTS/OTHER FORMALITIES
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Ironwood Pharmaceuticals, Inc.
TICKER: IRWD CUSIP: 46333X108
MEETING DATE: 6/4/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR MARSHA H. FANUCCI ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR TERRANCE G. MCGUIRE ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR EDWARD P. OWENS ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR CHRISTOPHER T. WALSH ISSUER YES FOR FOR
PROPOSAL #2: RATIFY AUDITORS ISSUER YES FOR FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Johnson & Johnson
TICKER: JNJ CUSIP: 478160104
MEETING DATE: 4/25/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR MARY SUE COLEMAN ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR JAMES G. CULLEN ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR IAN E.L. DAVIS ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR ALEX GORSKY ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT DIRECTOR MICHAEL M.E. JOHNS ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT DIRECTOR SUSAN L. LINDQUIST ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT DIRECTOR ANNE M. MULCAHY ISSUER YES FOR FOR
PROPOSAL #1.8: ELECT DIRECTOR LEO F. MULLIN ISSUER YES FOR FOR
PROPOSAL #1.9: ELECT DIRECTOR WILLIAM D. PEREZ ISSUER YES FOR FOR
PROPOSAL #1.10: ELECT DIRECTOR CHARLES PRINCE ISSUER YES FOR FOR
PROPOSAL #1.11: ELECT DIRECTOR A. EUGENE WASHINGTON ISSUER YES FOR FOR
PROPOSAL #1.12: ELECT DIRECTOR RONALD A. WILLIAMS ISSUER YES FOR FOR
PROPOSAL #2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #3: RATIFY AUDITORS ISSUER YES FOR FOR
PROPOSAL #4: STOCK RETENTION/HOLDING PERIOD SHAREHOLDER YES AGAINST FOR
PROPOSAL #5: SCREEN POLITICAL CONTRIBUTIONS FOR SHAREHOLDER YES AGAINST FOR
CONSISTENCY WITH CORPORATE VALUES
PROPOSAL #6: REQUIRE INDEPENDENT BOARD CHAIRMAN SHAREHOLDER YES AGAINST FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Laboratory Corporation of America Holdings
TICKER: LH CUSIP: 50540R409
MEETING DATE: 5/8/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1a: ELECT DIRECTOR KERRII B. ANDERSON ISSUER YES FOR FOR
PROPOSAL #1b: ELECT DIRECTOR JEAN-LUC BÉLINGARD ISSUER YES FOR FOR
PROPOSAL #1c: ELECT DIRECTOR DAVID P. KING ISSUER YES FOR FOR
PROPOSAL #1d: ELECT DIRECTOR WENDY E. LANE ISSUER YES FOR FOR
PROPOSAL #1e: ELECT DIRECTOR ROBERT E. MITTELSTAEDT, ISSUER YES FOR FOR
JR.
PROPOSAL #1f: ELECT DIRECTOR PETER M. NEUPERT ISSUER YES FOR FOR
PROPOSAL #1g: ELECT DIRECTOR ARTHUR H. RUBENSTEIN ISSUER YES FOR FOR
PROPOSAL #1h: ELECT DIRECTOR ADAM H. SCHECHTER ISSUER YES FOR FOR
PROPOSAL #1i: ELECT DIRECTOR M. KEITH WEIKEL ISSUER YES FOR FOR
PROPOSAL #1j: ELECT DIRECTOR R. SANDERS WILLIAMS ISSUER YES FOR FOR
PROPOSAL #2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #3: RATIFY AUDITORS ISSUER YES FOR FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: McKesson Corporation
TICKER: MCK CUSIP: 58155Q103
MEETING DATE: 7/25/2012 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: ELECT DIRECTOR ANDY D. BRYANT ISSUER YES FOR FOR
PROPOSAL #2: ELECT DIRECTOR WAYNE A. BUDD ISSUER YES FOR FOR
PROPOSAL #3: ELECT DIRECTOR JOHN H. HAMMERGREN ISSUER YES FOR FOR
PROPOSAL #4: ELECT DIRECTOR ALTON F. IRBY, III ISSUER YES FOR FOR
PROPOSAL #5: ELECT DIRECTOR M. CHRISTINE JACOBS ISSUER YES FOR FOR
PROPOSAL #6: ELECT DIRECTOR MARIE L. KNOWLES ISSUER YES FOR FOR
PROPOSAL #7: ELECT DIRECTOR DAVID M. LAWRENCE ISSUER YES FOR FOR
PROPOSAL #8: ELECT DIRECTOR EDWARD A. MUELLER ISSUER YES FOR FOR
PROPOSAL #9: ELECT DIRECTOR JANE E. SHAW 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: PROVIDE RIGHT TO ACT BY WRITTEN CONSENT SHAREHOLDER YES AGAINST FOR
PROPOSAL #13: REQUIRE INDEPENDENT BOARD CHAIRMAN SHAREHOLDER YES AGAINST FOR
PROPOSAL #14: STOCK RETENTION SHAREHOLDER YES AGAINST FOR
PROPOSAL #15: PRO-RATA VESTING OF EQUITY AWARDS SHAREHOLDER YES AGAINST FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Medtronic, Inc.
TICKER: MDT CUSIP: 585055106
MEETING DATE: 8/23/2012 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 VICTOR J. DZAU ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR OMAR ISHRAK ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR SHIRLEY ANN JACKSON ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT DIRECTOR MICHAEL O. LEAVITT 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 JACK W. SCHULER 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: ADOPT MAJORITY VOTING FOR UNCONTESTED ISSUER YES FOR FOR
ELECTION OF DIRECTORS
PROPOSAL #5: ADOPT PROXY ACCESS RIGHT SHAREHOLDER YES AGAINST FOR
PROPOSAL #6: REDUCE SUPERMAJORITY VOTE REQUIREMENT SHAREHOLDER YES AGAINST FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Merck & Co., Inc.
TICKER: MRK CUSIP: 58933Y105
MEETING DATE: 5/28/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1a: ELECT DIRECTOR LESLIE A. BRUN ISSUER YES FOR FOR
PROPOSAL #1b: ELECT DIRECTOR THOMAS R. CECH ISSUER YES FOR FOR
PROPOSAL #1c: ELECT DIRECTOR KENNETH C. FRAZIER ISSUER YES FOR FOR
PROPOSAL #1d: ELECT DIRECTOR THOMAS H. GLOCER ISSUER YES FOR FOR
PROPOSAL #1e: ELECT DIRECTOR WILLIAM B. HARRISON JR. ISSUER YES FOR FOR
PROPOSAL #1f: ELECT DIRECTOR C. ROBERT KIDDER ISSUER YES FOR FOR
PROPOSAL #1g: ELECT DIRECTOR ROCHELLE B. LAZARUS ISSUER YES FOR FOR
PROPOSAL #1h: ELECT DIRECTOR CARLOS E. REPRESAS ISSUER YES FOR FOR
PROPOSAL #1i: ELECT DIRECTOR PATRICIA F. RUSSO ISSUER YES FOR FOR
PROPOSAL #1j: ELECT DIRECTOR CRAIG B. THOMPSON ISSUER YES FOR FOR
PROPOSAL #1k: ELECT DIRECTOR WENDELL P. WEEKS ISSUER YES FOR FOR
PROPOSAL #1l: ELECT DIRECTOR PETER C. WENDELL 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: PROVIDE RIGHT TO ACT BY WRITTEN CONSENT SHAREHOLDER YES AGAINST FOR
PROPOSAL #5: AMEND ARTICLES/BYLAWS/CHARTER -- CALL SHAREHOLDER YES AGAINST FOR
SPECIAL MEETINGS
PROPOSAL #6: REPORT ON CHARITABLE AND POLITICAL SHAREHOLDER YES AGAINST FOR
CONTRIBUTIONS
PROPOSAL #7: REPORT ON LOBBYING ACTIVITIES SHAREHOLDER YES AGAINST FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Mitsubishi Tanabe Pharma Corp.
TICKER: 4508 CUSIP: J4448H104
MEETING DATE: 6/21/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE ALLOCATION OF INCOME, WITH A ISSUER YES FOR FOR
FINAL DIVIDEND OF JPY 20
PROPOSAL #2.1: ELECT DIRECTOR TSUCHIYA, MICHIHIRO ISSUER YES AGAINST AGAINST
PROPOSAL #2.2: ELECT DIRECTOR KAGA, KUNIAKI ISSUER YES FOR FOR
PROPOSAL #2.3: ELECT DIRECTOR YANAGISAWA, KENICHI ISSUER YES FOR FOR
PROPOSAL #2.4: ELECT DIRECTOR KOSAKAI, KENKICHI ISSUER YES FOR FOR
PROPOSAL #2.5: ELECT DIRECTOR MITSUKA, MASAYUKI ISSUER YES FOR FOR
PROPOSAL #2.6: ELECT DIRECTOR KOBAYASHI, TAKASHI ISSUER YES FOR FOR
PROPOSAL #2.7: ELECT DIRECTOR HATTORI, SHIGEHIKO ISSUER YES FOR FOR
PROPOSAL #2.8: ELECT DIRECTOR SATO, SHIGETAKA ISSUER YES FOR FOR
PROPOSAL #3: APPOINT STATUTORY AUDITOR HAMAOKA, JUNJI ISSUER YES FOR FOR
PROPOSAL #4: APPOINT ALTERNATE STATUTORY AUDITOR ISSUER YES AGAINST AGAINST
TOMITA, HIDETAKA
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Mylan Inc.
TICKER: MYL CUSIP: 628530107
MEETING DATE: 5/24/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR HEATHER BRESCH ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR WENDY CAMERON ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR ROBERT J. CINDRICH ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR ROBERT J. COURY ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT DIRECTOR NEIL DIMICK ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT DIRECTOR MELINA HIGGINS ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT DIRECTOR DOUGLAS J. LEECH ISSUER YES FOR FOR
PROPOSAL #1.8: ELECT DIRECTOR RAJIV MALIK ISSUER YES FOR FOR
PROPOSAL #1.9: ELECT DIRECTOR JOSEPH C. MAROON ISSUER YES FOR FOR
PROPOSAL #1.10: ELECT DIRECTOR MARK W. PARRISH ISSUER YES FOR FOR
PROPOSAL #1.11: ELECT DIRECTOR RODNEY L. PIATT ISSUER YES FOR FOR
PROPOSAL #1.12: ELECT DIRECTOR C.B. TODD ISSUER YES FOR FOR
PROPOSAL #1.13: ELECT DIRECTOR RANDALL L. (PETE) ISSUER YES FOR FOR
VANDERVEEN
PROPOSAL #2: RATIFY AUDITORS ISSUER YES FOR FOR
PROPOSAL #3: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #4: REQUIRE INDEPENDENT BOARD CHAIRMAN SHAREHOLDER YES AGAINST FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Novartis AG
TICKER: NOVN CUSIP: 66987V109
MEETING DATE: 2/22/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: ACCEPT FINANCIAL STATEMENTS AND ISSUER YES FOR FOR
STATUTORY REPORTS
PROPOSAL #2: APPROVE DISCHARGE OF BOARD AND SENIOR ISSUER YES FOR FOR
MANAGEMENT
PROPOSAL #3: APPROVE ALLOCATION OF INCOME AND ISSUER YES FOR FOR
DIVIDENDS OF CHF 2.30 PER SHARE
PROPOSAL #4: APPROVE REMUNERATION SYSTEM ISSUER YES FOR FOR
PROPOSAL #5.1: ELECT VERENA BRINER AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #5.2: ELECT JOERG REINHARDT AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #5.3: ELECT CHARLES SAWYERS AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #5.4: ELECT WILLIAM WINTERS AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #6: RATIFY PRICEWATERHOUSECOOPERS AG AS ISSUER YES FOR FOR
AUDITORS
PROPOSAL #7: ADDITIONAL AND/OR COUNTER-PROPOSALS ISSUER YES AGAINST AGAINST
PRESENTED AT THE MEETING
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Novartis AG
TICKER: NOVN CUSIP: H5820Q150
MEETING DATE: 2/22/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: ACCEPT FINANCIAL STATEMENTS AND ISSUER YES FOR FOR
STATUTORY REPORTS
PROPOSAL #2: APPROVE DISCHARGE OF BOARD AND SENIOR ISSUER YES FOR FOR
MANAGEMENT
PROPOSAL #3: APPROVE ALLOCATION OF INCOME AND ISSUER YES FOR FOR
DIVIDENDS OF CHF 2.30 PER SHARE
PROPOSAL #4: APPROVE REMUNERATION SYSTEM ISSUER YES FOR FOR
PROPOSAL #5.1: ELECT VERENA BRINER AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #5.2: ELECT JOERG REINHARDT AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #5.3: ELECT CHARLES SAWYERS AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #5.4: ELECT WILLIAM WINTERS AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #6: RATIFY PRICEWATERHOUSECOOPERS AG AS ISSUER YES FOR FOR
AUDITORS
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: NuVasive, Inc.
TICKER: NUVA CUSIP: 670704105
MEETING DATE: 5/23/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR ALEXIS V. LUKIANOV ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR JACK R. BLAIR ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR PETER M. LEDDY ISSUER YES FOR FOR
PROPOSAL #2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #3: RATIFY AUDITORS ISSUER YES FOR FOR
PROPOSAL #4: OTHER BUSINESS ISSUER YES AGAINST AGAINST
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Ono Pharmaceutical Co. Ltd.
TICKER: 4528 CUSIP: J61546115
MEETING DATE: 6/26/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE ALLOCATION OF INCOME, WITH A ISSUER YES FOR FOR
FINAL DIVIDEND OF JPY 90
PROPOSAL #2: AMEND ARTICLES TO INDEMNIFY DIRECTORS ISSUER YES FOR FOR
AND STATUTORY AUDITORS
PROPOSAL #3.1: ELECT DIRECTOR SAGARA, GYO ISSUER YES FOR FOR
PROPOSAL #3.2: ELECT DIRECTOR AWATA, HIROSHI ISSUER YES FOR FOR
PROPOSAL #3.3: ELECT DIRECTOR SANO, KEI ISSUER YES FOR FOR
PROPOSAL #3.4: ELECT DIRECTOR KAWABATA, KAZUHITO ISSUER YES FOR FOR
PROPOSAL #3.5: ELECT DIRECTOR FUJIYOSHI, SHINJI ISSUER YES FOR FOR
PROPOSAL #3.6: ELECT DIRECTOR ONO, ISAO ISSUER YES FOR FOR
PROPOSAL #3.7: ELECT DIRECTOR FUKUSHIMA, DAIKICHI ISSUER YES FOR FOR
PROPOSAL #3.8: ELECT DIRECTOR KATO, YUTAKA ISSUER YES FOR FOR
PROPOSAL #3.9: ELECT DIRECTOR KURIHARA, JUN ISSUER YES FOR FOR
PROPOSAL #4: APPOINT STATUTORY AUDITOR TEZUKA, MICHIO ISSUER YES FOR FOR
PROPOSAL #5: APPROVE ADJUSTMENT TO AGGREGATE ISSUER YES FOR FOR
COMPENSATION CEILING FOR STATUTORY AUDITORS
PROPOSAL #6: APPROVE ANNUAL BONUS PAYMENT TO DIRECTORS ISSUER YES FOR FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Onyx Pharmaceuticals, Inc.
TICKER: ONXX CUSIP: 683399109
MEETING DATE: 5/23/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR CORINNE H. NEVINNY ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR THOMAS G. WIGGANS ISSUER YES FOR FOR
PROPOSAL #2: AMEND OMNIBUS STOCK PLAN ISSUER YES FOR FOR
PROPOSAL #3: APPROVE EXECUTIVE INCENTIVE BONUS PLAN ISSUER YES FOR FOR
PROPOSAL #4: AMEND QUALIFIED EMPLOYEE STOCK PURCHASE ISSUER YES FOR FOR
PLAN
PROPOSAL #5: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #6: RATIFY AUDITORS ISSUER YES FOR FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Owens & Minor, Inc.
TICKER: OMI CUSIP: 690732102
MEETING DATE: 4/26/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR RICHARD E. FOGG ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR JOHN W. GERDELMAN ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR LEMUEL E. LEWIS ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR MARTHA H. MARSH ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT DIRECTOR EDDIE N. MOORE, JR. ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT DIRECTOR JAMES E. ROGERS ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT DIRECTOR ROBERT C. SLEDD ISSUER YES FOR FOR
PROPOSAL #1.8: ELECT DIRECTOR CRAIG R. SMITH ISSUER YES FOR FOR
PROPOSAL #1.9: ELECT DIRECTOR ANNE MARIE WHITTEMORE 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
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Pall Corporation
TICKER: PLL CUSIP: 696429307
MEETING DATE: 12/12/2012 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR AMY E. ALVING ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR ROBERT B. COUTTS ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR MARK E. GOLDSTEIN ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR CHERYL W. GRISE ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT DIRECTOR RONALD L. HOFFMAN ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT DIRECTOR LAWRENCE D. KINGSLEY ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT DIRECTOR DENNIS N. LONGSTREET ISSUER YES FOR FOR
PROPOSAL #1.8: ELECT DIRECTOR B. CRAIG OWENS ISSUER YES FOR FOR
PROPOSAL #1.9: ELECT DIRECTOR KATHARINE L. PLOURDE ISSUER YES FOR FOR
PROPOSAL #1.10: ELECT DIRECTOR EDWARD TRAVAGLIANTI ISSUER YES FOR FOR
PROPOSAL #1.11: ELECT DIRECTOR BRET W. WISE ISSUER YES FOR FOR
PROPOSAL #2: RATIFY AUDITORS ISSUER YES FOR FOR
PROPOSAL #3: AMEND BYLAWS ISSUER YES FOR FOR
PROPOSAL #4: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: PAREXEL International Corporation
TICKER: PRXL CUSIP: 699462107
MEETING DATE: 12/6/2012 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR EDUARD E. HOLDENER ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR RICHARD L. LOVE ISSUER YES FOR FOR
PROPOSAL #2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #3: AMEND OMNIBUS STOCK PLAN ISSUER YES FOR FOR
PROPOSAL #4: INCREASE AUTHORIZED COMMON STOCK ISSUER YES AGAINST AGAINST
PROPOSAL #5: RATIFY AUDITORS ISSUER YES FOR FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Perrigo Company
TICKER: PRGO CUSIP: 714290103
MEETING DATE: 11/6/2012 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR GARY M. COHEN ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR DAVID T. GIBBONS ISSUER YES WITHHOLD AGAINST
PROPOSAL #1.3: ELECT DIRECTOR RAN GOTTFRIED ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR ELLEN R. HOFFING ISSUER YES FOR FOR
PROPOSAL #2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #3: RATIFY AUDITORS ISSUER YES FOR FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Pfizer Inc.
TICKER: PFE CUSIP: 717081103
MEETING DATE: 4/25/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR DENNIS A. AUSIELLO ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR M. ANTHONY BURNS ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR W. DON CORNWELL ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR FRANCES D. FERGUSSON ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT DIRECTOR WILLIAM H. GRAY, III ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT DIRECTOR HELEN H. HOBBS ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT DIRECTOR CONSTANCE J. HORNER ISSUER YES FOR FOR
PROPOSAL #1.8: ELECT DIRECTOR JAMES M. KILTS ISSUER YES FOR FOR
PROPOSAL #1.9: ELECT DIRECTOR GEORGE A. LORCH ISSUER YES FOR FOR
PROPOSAL #1.10: ELECT DIRECTOR SUZANNE NORA JOHNSON ISSUER YES FOR FOR
PROPOSAL #1.11: ELECT DIRECTOR IAN C. READ ISSUER YES FOR FOR
PROPOSAL #1.12: ELECT DIRECTOR STEPHEN W. SANGER ISSUER YES FOR FOR
PROPOSAL #1.13: ELECT DIRECTOR MARC TESSIER-LAVIGNE 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: STOCK RETENTION/HOLDING PERIOD SHAREHOLDER YES AGAINST FOR
PROPOSAL #5: PROVIDE RIGHT TO ACT BY WRITTEN CONSENT SHAREHOLDER YES AGAINST FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Prothena Corporation plc
TICKER: PRTA CUSIP: G72800108
MEETING DATE: 5/22/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR LARS G. EKMAN ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR CHRISTOPHER S. HENNEY ISSUER YES FOR FOR
PROPOSAL #2: RATIFY AUDITORS ISSUER YES FOR FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Quest Diagnostics Incorporated
TICKER: DGX CUSIP: 74834L100
MEETING DATE: 5/21/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR JOHN C. BALDWIN ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR GARY M. PFEIFFER ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR STEPHEN H. RUSCKOWSKI ISSUER YES FOR FOR
PROPOSAL #2: RATIFY AUDITORS ISSUER YES FOR FOR
PROPOSAL #3: DECLASSIFY THE BOARD OF DIRECTORS ISSUER YES FOR FOR
PROPOSAL #4: ELIMINATE CLASS OF PREFERRED STOCK ISSUER YES FOR FOR
PROPOSAL #5: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #6: REDUCE SUPERMAJORITY VOTE REQUIREMENT SHAREHOLDER YES AGAINST N/A
PROPOSAL #7: PRO-RATA VESTING OF EQUITY AWARDS SHAREHOLDER YES AGAINST FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Regeneron Pharmaceuticals, Inc.
TICKER: REGN CUSIP: 75886F107
MEETING DATE: 6/14/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR MICHAEL S. BROWN ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR LEONARD S. SCHLEIFER ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR ERIC M. SHOOTER ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR GEORGE D. YANCOPOULOS ISSUER YES FOR FOR
PROPOSAL #2: RATIFY AUDITORS ISSUER YES FOR FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Roche Holding Ltd
TICKER: ROG CUSIP: H69293225
MEETING DATE: 3/5/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ACCEPT FINANCIAL STATEMENTS AND ISSUER NO N/A N/A
STATUTORY REPORTS
PROPOSAL #1.2: APPROVE REMUNERATION REPORT ISSUER NO N/A N/A
PROPOSAL #2: APPROVE DISCHARGE OF BOARD AND SENIOR ISSUER NO N/A N/A
MANAGEMENT
PROPOSAL #3: APPROVE ALLOCATION OF INCOME AND ISSUER NO N/A N/A
DIVIDENDS OF CHF 7.35 PER SHARE AND NON-VOTING EQUITY
SECURITY
PROPOSAL #4.1: REELECT ANDREAS OERI AS DIRECTOR ISSUER NO N/A N/A
PROPOSAL #4.2: REELECT PIUS BASCHERA AS DIRECTOR ISSUER NO N/A N/A
PROPOSAL #4.3: REELECT PAUL BULCKE AS DIRECTOR ISSUER NO N/A N/A
PROPOSAL #4.4: REELECT WILLIAM BURNS AS DIRECTOR ISSUER NO N/A N/A
PROPOSAL #4.5: REELECT CHRISTOPH FRANZ AS DIRECTOR ISSUER NO N/A N/A
PROPOSAL #4.6: REELECT DEANNE JULIUS AS DIRECTOR ISSUER NO N/A N/A
PROPOSAL #4.7: REELECT ARTHUR LEVINSON AS DIRECTOR ISSUER NO N/A N/A
PROPOSAL #4.8: REELECT PETER VOSER AS DIRECTOR ISSUER NO N/A N/A
PROPOSAL #4.9: REELECT BEATRICE WEDER DI MAURO AS ISSUER NO N/A N/A
DIRECTOR
PROPOSAL #4.10: ELECT SEVERIN SCHWAN AS DIRECTOR ISSUER NO N/A N/A
PROPOSAL #5: RATIFY KPMG LTD. AS AUDITORS ISSUER NO N/A N/A
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Salix Pharmaceuticals, Ltd.
TICKER: SLXP CUSIP: 795435106
MEETING DATE: 6/13/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR JOHN F. CHAPPELL ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR THOMAS W. D'ALONZO ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR WILLIAM P. KEANE ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR CAROLYN J. LOGAN ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT DIRECTOR MARK A. SIRGO 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
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Sanofi
TICKER: SAN CUSIP: F5548N101
MEETING DATE: 5/3/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE FINANCIAL STATEMENTS AND ISSUER YES FOR FOR
STATUTORY REPORTS
PROPOSAL #2: APPROVE CONSOLIDATED FINANCIAL ISSUER YES FOR FOR
STATEMENTS AND STATUTORY REPORTS
PROPOSAL #3: APPROVE ALLOCATION OF INCOME AND ISSUER YES FOR FOR
DIVIDENDS OF EUR 2.77 PER SHARE
PROPOSAL #4: ELECT FABIENNE LECORVAISIER AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #5: AUTHORIZE REPURCHASE OF UP TO 10 PERCENT ISSUER YES FOR FOR
OF ISSUED SHARE CAPITAL
PROPOSAL #6: AUTHORIZE ISSUANCE OF EQUITY OR EQUITY- ISSUER YES FOR FOR
LINKED SECURITIES WITH PREEMPTIVE RIGHTS UP TO
AGGREGATE NOMINAL AMOUNT OF EUR 1.3 BILLION
PROPOSAL #7: AUTHORIZE ISSUANCE OF EQUITY OR EQUITY- ISSUER YES FOR FOR
LINKED SECURITIES WITHOUT PREEMPTIVE RIGHTS UP TO
AGGREGATE NOMINAL AMOUNT OF EUR 520 MILLION
PROPOSAL #8: AUTHORIZE CAPITAL INCREASE OF UP TO 10 ISSUER YES FOR FOR
PERCENT OF ISSUED CAPITAL FOR FUTURE ACQUISITIONS
PROPOSAL #9: AUTHORIZE BOARD TO INCREASE CAPITAL IN ISSUER YES FOR FOR
THE EVENT OF ADDITIONAL DEMAND RELATED TO DELEGATION
SUBMITTED TO SHAREHOLDER VOTE ABOVE
PROPOSAL #10: AUTHORIZE CAPITALIZATION OF RESERVES OF ISSUER YES FOR FOR
UP TO EUR 500 MILLION FOR BONUS ISSUE OR INCREASE IN
PAR VALUE
PROPOSAL #11: APPROVE EMPLOYEE STOCK PURCHASE PLAN ISSUER YES FOR FOR
PROPOSAL #12: AUTHORIZE UP TO 0.2 PERCENT OF ISSUED ISSUER YES FOR FOR
CAPITAL FOR USE IN GRANTS OF RESTRICTED SHARES IN
SUBSTITUTION FOR DISCOUNT UNDER CAPITAL INCREASES FOR
EMPLOYEE STOCK PURCHASE PLANS
PROPOSAL #13: AUTHORIZE UP TO 0.7 PERCENT OF ISSUED ISSUER YES FOR FOR
CAPITAL FOR USE IN STOCK OPTION PLAN
PROPOSAL #14: AUTHORIZE DECREASE IN SHARE CAPITAL VIA ISSUER YES FOR FOR
CANCELLATION OF REPURCHASED SHARES
PROPOSAL #15: AUTHORIZE FILING OF REQUIRED ISSUER YES FOR FOR
DOCUMENTS/OTHER FORMALITIES
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Shionogi & Co., Ltd.
TICKER: 4507 CUSIP: J74229105
MEETING DATE: 6/26/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE ALLOCATION OF INCOME, WITH A ISSUER YES FOR FOR
FINAL DIVIDEND OF JPY 22
PROPOSAL #2.1: ELECT DIRECTOR SHIONO, MOTOZO ISSUER YES FOR FOR
PROPOSAL #2.2: ELECT DIRECTOR TESHIROGI, ISAO ISSUER YES FOR FOR
PROPOSAL #2.3: ELECT DIRECTOR NOMURA, AKIO ISSUER YES FOR FOR
PROPOSAL #2.4: ELECT DIRECTOR MOGI, TEPPEI ISSUER YES FOR FOR
PROPOSAL #2.5: ELECT DIRECTOR MACHIDA, KATSUHIKO ISSUER YES FOR FOR
PROPOSAL #3: APPOINT STATUTORY AUDITOR TSUKIHARA, ISSUER YES AGAINST AGAINST
KOICHI
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Sigma-Aldrich Corporation
TICKER: SIAL CUSIP: 826552101
MEETING DATE: 5/7/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1a: ELECT DIRECTOR REBECCA M. BERGMAN ISSUER YES FOR FOR
PROPOSAL #1b: ELECT DIRECTOR GEORGE M. CHURCH ISSUER YES FOR FOR
PROPOSAL #1c: ELECT DIRECTOR MICHAEL L. MARBERRY ISSUER YES FOR FOR
PROPOSAL #1d: ELECT DIRECTOR W. LEE MCCOLLUM ISSUER YES FOR FOR
PROPOSAL #1e: ELECT DIRECTOR AVI M. NASH ISSUER YES FOR FOR
PROPOSAL #1f: ELECT DIRECTOR STEVEN M. PAUL ISSUER YES FOR FOR
PROPOSAL #1g: ELECT DIRECTOR J. PEDRO REINHARD ISSUER YES FOR FOR
PROPOSAL #1h: ELECT DIRECTOR RAKESH SACHDEV ISSUER YES FOR FOR
PROPOSAL #1i: ELECT DIRECTOR D. DEAN SPATZ ISSUER YES FOR FOR
PROPOSAL #1j: ELECT DIRECTOR BARRETT A. TOAN 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
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: St. Jude Medical, Inc.
TICKER: STJ CUSIP: 790849103
MEETING DATE: 5/2/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1a: ELECT DIRECTOR STUART M. ESSIG ISSUER YES FOR FOR
PROPOSAL #1b: ELECT DIRECTOR BARBARA B. HILL ISSUER YES FOR FOR
PROPOSAL #1c: ELECT DIRECTOR MICHAEL A. ROCCA ISSUER YES FOR FOR
PROPOSAL #2: DECLASSIFY THE BOARD OF DIRECTORS ISSUER YES FOR FOR
PROPOSAL #3: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #4: RATIFY AUDITORS ISSUER YES FOR FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: STERIS Corporation
TICKER: STE CUSIP: 859152100
MEETING DATE: 7/26/2012 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR RICHARD C. BREEDEN ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR CYNTHIA L. FELDMANN ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR JACQUELINE B. KOSECOFF ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR DAVID B. LEWIS ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT DIRECTOR KEVIN M. MCMULLEN ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT DIRECTOR WALTER M ROSEBROUGH, JR. ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT DIRECTOR MOHSEN M. SOHI ISSUER YES FOR FOR
PROPOSAL #1.8: ELECT DIRECTOR JOHN P. WAREHAM ISSUER YES FOR FOR
PROPOSAL #1.9: ELECT DIRECTOR LOYAL W. WILSON ISSUER YES FOR FOR
PROPOSAL #1.10: ELECT DIRECTOR MICHAEL B. WOOD ISSUER YES FOR FOR
PROPOSAL #2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #3: RATIFY AUDITORS ISSUER YES FOR FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Stryker Corporation
TICKER: SYK CUSIP: 863667101
MEETING DATE: 4/30/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1a: ELECT DIRECTOR HOWARD E. COX, JR. ISSUER YES FOR FOR
PROPOSAL #1b: ELECT DIRECTOR SRIKANT M. DATAR ISSUER YES FOR FOR
PROPOSAL #1c: ELECT DIRECTOR ROCH DOLIVEUX ISSUER YES FOR FOR
PROPOSAL #1d: ELECT DIRECTOR LOUISE L. FRANCESCONI ISSUER YES FOR FOR
PROPOSAL #1e: ELECT DIRECTOR ALLAN C. GOLSTON ISSUER YES FOR FOR
PROPOSAL #1f: ELECT DIRECTOR HOWARD L. LANCE ISSUER YES FOR FOR
PROPOSAL #1g: ELECT DIRECTOR KEVIN A. LOBO ISSUER YES FOR FOR
PROPOSAL #1h: ELECT DIRECTOR WILLIAM U. PARFET ISSUER YES FOR FOR
PROPOSAL #1i: ELECT DIRECTOR RONDA E. STRYKER 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
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Takeda Pharmaceutical Co. Ltd.
TICKER: 4502 CUSIP: J8129E108
MEETING DATE: 6/26/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE ALLOCATION OF INCOME, WITH A ISSUER YES FOR FOR
FINAL DIVIDEND OF JPY 90
PROPOSAL #2.1: ELECT DIRECTOR HASEGAWA, YASUCHIKA ISSUER YES FOR FOR
PROPOSAL #2.2: ELECT DIRECTOR YAMANAKA, YASUHIKO ISSUER YES FOR FOR
PROPOSAL #2.3: ELECT DIRECTOR FRANK MORICH ISSUER YES FOR FOR
PROPOSAL #2.4: ELECT DIRECTOR YAMADA, TADATAKA ISSUER YES FOR FOR
PROPOSAL #2.5: ELECT DIRECTOR IWASAKI, MASATO ISSUER YES FOR FOR
PROPOSAL #2.6: ELECT DIRECTOR SUDO, FUMIO ISSUER YES FOR FOR
PROPOSAL #2.7: ELECT DIRECTOR KOJIMA, YORIHIKO ISSUER YES FOR FOR
PROPOSAL #2.8: ELECT DIRECTOR HONDA, SHINJI ISSUER YES FOR FOR
PROPOSAL #3: APPOINT STATUTORY AUDITOR KUNIYA, SHIRO ISSUER YES AGAINST AGAINST
PROPOSAL #4: APPOINT ALTERNATE STATUTORY AUDITOR ISSUER YES FOR FOR
KURODA, KATSUSHI
PROPOSAL #5: APPROVE ANNUAL BONUS PAYMENT TO DIRECTORS ISSUER YES FOR FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Tenet Healthcare Corporation
TICKER: THC CUSIP: 88033G407
MEETING DATE: 5/3/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1a: ELECT DIRECTOR JOHN ELLIS 'JEB' BUSH ISSUER YES FOR FOR
PROPOSAL #1b: ELECT DIRECTOR TREVOR FETTER ISSUER YES FOR FOR
PROPOSAL #1c: ELECT DIRECTOR BRENDA J. GAINES ISSUER YES FOR FOR
PROPOSAL #1d: ELECT DIRECTOR KAREN M. GARRISON ISSUER YES FOR FOR
PROPOSAL #1e: ELECT DIRECTOR EDWARD A. KANGAS ISSUER YES FOR FOR
PROPOSAL #1f: ELECT DIRECTOR J. ROBERT KERREY ISSUER YES FOR FOR
PROPOSAL #1g: ELECT DIRECTOR RICHARD R. PETTINGILL ISSUER YES FOR FOR
PROPOSAL #1h: ELECT DIRECTOR RONALD A. RITTENMEYER ISSUER YES FOR FOR
PROPOSAL #1i: ELECT DIRECTOR JAMES A. UNRUH ISSUER YES FOR FOR
PROPOSAL #2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #3: RATIFY AUDITORS ISSUER YES FOR FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Teva Pharmaceutical Industries Ltd.
TICKER: TEVA CUSIP: 881624209
MEETING DATE: 9/12/2012 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #2: DISTRIBUTE CASH DIVIDENDS FOR THE YEAR ISSUER YES FOR FOR
ENDED DEC. 31, 2011, PAID IN FOUR INSTALLMENTS IN AN
AGGREGATE AMOUNT OF NIS 3.40 PER ORDINARY SHARE
PROPOSAL #3.1: REELECT PHILLIP FROST AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.2: REELECT ROGER ABRAVANEL AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.3: ELECT GALIA MAOR AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.4: REELECT RICHARD A. LERNER AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.5: REELECT EREZ VIGODMAN AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #4: APPROVE PAYMENT TO EACH OF THE COMPANY ISSUER YES FOR FOR
DIRECTORS, OTHER THAN THE CHAIRMAN AND VICE CHAIRMAN,
OF AN ANNUAL FEE PLUS A PER MEETING FEE
PROPOSAL #5: APPROVE ANNUAL FEE AND REIMBURSEMENT OF ISSUER YES FOR FOR
EXPENSES OF CHAIRMAN
PROPOSAL #6: APPROVE ANNUAL FEE AND REIMBURSEMENT OF ISSUER YES FOR FOR
EXPENSES OF VICE CHAIRMAN
PROPOSAL #7: APPROVE CERTAIN AMENDMENTS TO ARTICLES ISSUER YES FOR FOR
OF ASSOCIATION
PROPOSAL #8: APPROVE INDEMNIFICATION AND RELEASE ISSUER YES FOR FOR
AGREEMENTS FOR DIRECTORS OF THE COMPANY
PROPOSAL #9: REAPPOINT KESSELMAN & KESSELMAN AS ISSUER YES FOR FOR
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE
COMPANY AND AUTHORIZE BOARD TO DETERMINE ITS
COMPENSATION
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: The Medicines Company
TICKER: MDCO CUSIP: 584688105
MEETING DATE: 5/30/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR WILLIAM W. CROUSE ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR JOHN C. KELLY ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR HIROAKI SHIGETA ISSUER YES FOR FOR
PROPOSAL #2: APPROVE OMNIBUS STOCK PLAN ISSUER YES FOR FOR
PROPOSAL #3: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #4: RATIFY AUDITORS ISSUER YES FOR FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: UCB SA
TICKER: UCB CUSIP: B93562120
MEETING DATE: 4/25/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #A.4: APPROVE FINANCIAL STATEMENTS AND ISSUER YES FOR FOR
ALLOCATION OF INCOME
PROPOSAL #A.5: APPROVE REMUNERATION REPORT ISSUER YES FOR FOR
PROPOSAL #A.6: APPROVE DISCHARGE OF DIRECTORS ISSUER YES FOR FOR
PROPOSAL #A.7: APPROVE DISCHARGE OF AUDITORS ISSUER YES FOR FOR
PROPOSAL #A.8.1: REELECT ROCH DOLIVEUX AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #A.8.2: REELECT ALBRECHT DE GRAEVE AS ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #A.8.3: INDICATE ALBRECHT DE GRAEVE AS ISSUER YES FOR FOR
INDEPENDENT BOARD MEMBER
PROPOSAL #A.8.4: REELECT PETER FELLNER AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #A.9: APPROVE REMUNERATION OF DIRECTORS ISSUER YES FOR FOR
PROPOSAL #A.10: APPROVE RESTRICTED STOCK PLAN ISSUER YES FOR FOR
PROPOSAL #A.11: INCREASE NUMBER OF SHARES UNDER ISSUER YES FOR FOR
EMPLOYEE STOCK PURCHASE PLAN FROM 500,000 TO 1
MILLION SHARES
PROPOSAL #A.12: APPROVE CHANGE-OF-CONTROL CLAUSE RE: ISSUER YES FOR FOR
EMTN PROGRAM
PROPOSAL #A.13: APPROVE CHANGE-OF-CONTROL CLAUSE RE: ISSUER YES FOR FOR
OTHER
PROPOSAL #A.14: APPROVE CHANGE-OF-CONTROL CLAUSE RE: ISSUER YES FOR FOR
EIB LOAN
PROPOSAL #E.2: AUTHORIZE BOARD TO INCREASE AUTHORIZED ISSUER YES AGAINST AGAINST
CAPITAL UP TO EUR 500 MILLION, INCLUDING BY WAY OF
ISSUANCE OF WARRANTS OR CONVERTIBLE BONDS
PROPOSAL #E.3: AUTHORIZE BOARD TO ISSUE WARRANTS/ ISSUER YES AGAINST AGAINST
CONVERTIBLE BONDS IN THE EVENT OF A PUBLIC TENDER
OFFER OR SHARE EXCHANGE OFFER UP TO EUR 500 MILLION
AND AMEND ARTICLES ACCORDINGLY
PROPOSAL #E.4: AMEND ARTICLE 11 RE: TRANSITIONAL ISSUER YES FOR FOR
MEASURE ON BEARER SHARES
PROPOSAL #E.5: AUTHORIZE BOARD TO REPURCHASE AND TO ISSUER YES FOR FOR
REISSUE SHARES IN THE EVENT OF A SERIOUS AND IMMINENT
HARM AND AMEND ARTICLES ACCORDINGLY
PROPOSAL #E.6: AUTHORIZE REPURCHASE OF UP TO 20 ISSUER YES FOR FOR
PERCENT OF ISSUED SHARE CAPITAL IF ITEM E.5 IS NOT
APPROVED
PROPOSAL #E.7: AMEND ARTICLE 14 RE: SHARE REGISTER ISSUER YES FOR FOR
PROPOSAL #E.8: AMEND ARTICLE 19 RE: MINUTES OF BOARD ISSUER YES FOR FOR
DECISIONS
PROPOSAL #E.9: AMEND ARTICLE 20 RE: COMMITTEES ISSUER YES FOR FOR
PROPOSAL #E.10: AMEND ARTICLE 36 RE: FORM OF PROXIES ISSUER YES FOR FOR
PROPOSAL #E.11: AMEND ARTICLE 37 RE: GENERAL MEETING ISSUER YES FOR FOR
PROPOSAL #E.12: AMEND ARTICLE 38 RE: VOTING RIGHTS ISSUER YES FOR FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: United Therapeutics Corporation
TICKER: UTHR CUSIP: 91307C102
MEETING DATE: 6/26/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR CHRISTOPHER CAUSEY ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR RICHARD GILTNER ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR R. PAUL GRAY ISSUER YES FOR FOR
PROPOSAL #2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #3: RATIFY AUDITORS ISSUER YES FOR FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: UnitedHealth Group Incorporated
TICKER: UNH CUSIP: 91324P102
MEETING DATE: 6/3/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1a: ELECT DIRECTOR WILLIAM C. BALLARD, JR. ISSUER YES FOR FOR
PROPOSAL #1b: ELECT DIRECTOR EDSON BUENO ISSUER YES FOR FOR
PROPOSAL #1c: ELECT DIRECTOR RICHARD T. BURKE ISSUER YES FOR FOR
PROPOSAL #1d: ELECT DIRECTOR ROBERT J. DARRETTA ISSUER YES FOR FOR
PROPOSAL #1e: ELECT DIRECTOR STEPHEN J. HEMSLEY ISSUER YES FOR FOR
PROPOSAL #1f: ELECT DIRECTOR MICHELE J. HOOPER ISSUER YES FOR FOR
PROPOSAL #1g: ELECT DIRECTOR RODGER A. LAWSON ISSUER YES FOR FOR
PROPOSAL #1h: ELECT DIRECTOR DOUGLAS W. LEATHERDALE ISSUER YES FOR FOR
PROPOSAL #1i: ELECT DIRECTOR GLENN M. RENWICK ISSUER YES FOR FOR
PROPOSAL #1j: ELECT DIRECTOR KENNETH I. SHINE ISSUER YES FOR FOR
PROPOSAL #1k: ELECT DIRECTOR GAIL R. WILENSKY ISSUER YES FOR FOR
PROPOSAL #2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #3: RATIFY AUDITORS ISSUER YES FOR FOR
PROPOSAL #4: REPORT ON LOBBYING PAYMENTS AND POLICY SHAREHOLDER YES ABSTAIN AGAINST
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Universal Health Services, Inc.
TICKER: UHS CUSIP: 913903100
MEETING DATE: 5/15/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR ROBERT H. HOTZ ISSUER YES FOR FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: VANGUARD HEALTH SYSTEMS, INC.
TICKER: VHS CUSIP: 922036207
MEETING DATE: 11/15/2012 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR MICHAEL A. DAL BELLO ISSUER YES WITHHOLD AGAINST
PROPOSAL #1.2: ELECT DIRECTOR M. FAZLE HUSAIN ISSUER YES WITHHOLD AGAINST
PROPOSAL #2: RATIFY AUDITORS ISSUER YES FOR FOR
PROPOSAL #3: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Vertex Pharmaceuticals Incorporated
TICKER: VRTX CUSIP: 92532F100
MEETING DATE: 5/8/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR JOSHUA BOGER ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR TERRENCE C. KEARNEY ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR YUCHUN LEE ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR ELAINE S. ULLIAN ISSUER YES FOR FOR
PROPOSAL #2: APPROVE OMNIBUS STOCK PLAN ISSUER YES FOR FOR
PROPOSAL #3: RATIFY AUDITORS ISSUER YES FOR FOR
PROPOSAL #4: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Walgreen Co.
TICKER: WAG CUSIP: 931422109
MEETING DATE: 1/9/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1a: ELECT DIRECTOR JANICE M. BABIAK ISSUER YES FOR FOR
PROPOSAL #1b: ELECT DIRECTOR DAVID J. BRAILER ISSUER YES FOR FOR
PROPOSAL #1c: ELECT DIRECTOR STEVEN A. DAVIS ISSUER YES FOR FOR
PROPOSAL #1d: ELECT DIRECTOR WILLIAM C. FOOTE ISSUER YES FOR FOR
PROPOSAL #1e: ELECT DIRECTOR MARK P. FRISSORA ISSUER YES FOR FOR
PROPOSAL #1f: ELECT DIRECTOR GINGER L. GRAHAM ISSUER YES FOR FOR
PROPOSAL #1g: ELECT DIRECTOR ALAN G. MCNALLY ISSUER YES FOR FOR
PROPOSAL #1h: ELECT DIRECTOR DOMINIC P. MURPHY ISSUER YES FOR FOR
PROPOSAL #1i: ELECT DIRECTOR STEFANO PESSINA ISSUER YES FOR FOR
PROPOSAL #1j: ELECT DIRECTOR NANCY M. SCHLICHTING ISSUER YES FOR FOR
PROPOSAL #1k: ELECT DIRECTOR ALEJANDRO SILVA ISSUER YES FOR FOR
PROPOSAL #1l: ELECT DIRECTOR JAMES A. SKINNER ISSUER YES FOR FOR
PROPOSAL #1m: ELECT DIRECTOR GREGORY D. WASSON ISSUER YES FOR FOR
PROPOSAL #2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #3: APPROVE OMNIBUS STOCK PLAN ISSUER YES FOR FOR
PROPOSAL #4: RATIFY AUDITORS ISSUER YES FOR FOR
PROPOSAL #5: PRO-RATA VESTING OF EQUITY AWARDS SHAREHOLDER YES AGAINST FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: WellCare Health Plans, Inc.
TICKER: WCG CUSIP: 94946T106
MEETING DATE: 5/22/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1a: ELECT DIRECTOR CAROL J. BURT ISSUER YES FOR FOR
PROPOSAL #1b: ELECT DIRECTOR ROEL C. CAMPOS ISSUER YES FOR FOR
PROPOSAL #1c: ELECT DIRECTOR ALEC CUNNINGHAM ISSUER YES FOR FOR
PROPOSAL #1d: ELECT DIRECTOR DAVID J. GALLITANO ISSUER YES FOR FOR
PROPOSAL #1e: ELECT DIRECTOR D. ROBERT GRAHAM ISSUER YES FOR FOR
PROPOSAL #1f: ELECT DIRECTOR KEVIN F. HICKEY ISSUER YES FOR FOR
PROPOSAL #1g: ELECT DIRECTOR CHRISTIAN P. MICHALIK ISSUER YES FOR FOR
PROPOSAL #1h: ELECT DIRECTOR GLENN D. STEELE, JR. ISSUER YES FOR FOR
PROPOSAL #1i: ELECT DIRECTOR WILLIAM L. TRUBECK ISSUER �� YES FOR FOR
PROPOSAL #1j: ELECT DIRECTOR PAUL E. WEAVER ISSUER YES FOR FOR
PROPOSAL #2: APPROVE OMNIBUS STOCK PLAN ISSUER YES FOR FOR
PROPOSAL #3: RATIFY AUDITORS ISSUER YES FOR FOR
PROPOSAL #4: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: WellPoint, Inc.
TICKER: WLP CUSIP: 94973V107
MEETING DATE: 5/15/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1a: ELECT DIRECTOR SHEILA P. BURKE ISSUER YES FOR FOR
PROPOSAL #1b: ELECT DIRECTOR GEORGE A. SCHAEFER, JR. ISSUER YES FOR FOR
PROPOSAL #1c: ELECT DIRECTOR JOSEPH R. SWEDISH 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: REPORT ON POLITICAL CONTRIBUTIONS SHAREHOLDER YES ABSTAIN AGAINST
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Zimmer Holdings, Inc.
TICKER: ZMH CUSIP: 98956P102
MEETING DATE: 5/7/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1a: ELECT DIRECTOR CHRISTOPHER B. BEGLEY ISSUER YES FOR FOR
PROPOSAL #1b: ELECT DIRECTOR BETSY J. BERNARD ISSUER YES FOR FOR
PROPOSAL #1c: ELECT DIRECTOR GAIL K. BOUDREAUX ISSUER YES FOR FOR
PROPOSAL #1d: ELECT DIRECTOR DAVID C. DVORAK ISSUER YES FOR FOR
PROPOSAL #1e: ELECT DIRECTOR LARRY C. GLASSCOCK ISSUER YES FOR FOR
PROPOSAL #1f: ELECT DIRECTOR ROBERT A. HAGEMANN ISSUER YES FOR FOR
PROPOSAL #1g: ELECT DIRECTOR ARTHUR J. HIGGINS ISSUER YES FOR FOR
PROPOSAL #1h: ELECT DIRECTOR JOHN L. MCGOLDRICK ISSUER YES FOR FOR
PROPOSAL #1i: ELECT DIRECTOR CECIL B. PICKETT ISSUER YES FOR FOR
PROPOSAL #2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #3: RATIFY AUDITORS ISSUER YES FOR FOR
PROPOSAL #4: AMEND EXECUTIVE INCENTIVE BONUS PLAN ISSUER YES FOR FOR
PROPOSAL #5: AMEND OMNIBUS STOCK PLAN ISSUER YES FOR FOR
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
F. William McNabb III*
Chairman and Chief Executive Officer
Date: August 29, 2013
*By: /s/Heidi Stam
Heidi Stam, pursuant to a Power of Attorney filed on March 27, 2012,
see File Number 2-11444. Incorporated by Reference.
