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, 2013 - JUNE 30, 2014
FUND: VANGUARD DIVIDEND GROWTH FUND
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ISSUER: Accenture plc
TICKER: ACN CUSIP: G1151C101
MEETING DATE: 1/30/2014 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: ACCEPT FINANCIAL STATEMENTS AND ISSUER YES FOR FOR
STATUTORY REPORTS
PROPOSAL #2a: ELECT DIRECTOR JAIME ARDILA ISSUER YES FOR FOR
PROPOSAL #2b: ELECT DIRECTOR CHARLES H. GIANCARLO ISSUER YES FOR FOR
PROPOSAL #2c: ELECT DIRECTOR WILLIAM L. KIMSEY ISSUER YES FOR FOR
PROPOSAL #2d: ELECT DIRECTOR BLYTHE J. MCGARVIE ISSUER YES FOR FOR
PROPOSAL #2e: ELECT DIRECTOR MARK MOODY-STUART ISSUER YES FOR FOR
PROPOSAL #2f: ELECT DIRECTOR PIERRE NANTERME ISSUER YES FOR FOR
PROPOSAL #2g: ELECT DIRECTOR GILLES C. PELISSON ISSUER YES FOR FOR
PROPOSAL #2h: ELECT DIRECTOR WULF VON SCHIMMELMANN ISSUER YES FOR FOR
PROPOSAL #3: APPROVE AUDITORS AND AUTHORIZE BOARD TO ISSUER YES FOR FOR
FIX THEIR REMUNERATION
PROPOSAL #4: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #5: AUTHORIZE ISSUANCE OF EQUITY OR EQUITY- ISSUER YES FOR FOR
LINKED SECURITIES WITH PREEMPTIVE RIGHTS
PROPOSAL #6: AUTHORIZE ISSUANCE OF EQUITY OR EQUITY- ISSUER YES FOR FOR
LINKED SECURITIES WITHOUT PREEMPTIVE RIGHTS
PROPOSAL #7: APPROVE REDUCTION IN SHARE CAPITAL AND ISSUER YES FOR FOR
CREATION OF DISTRIBUTABLE RESERVES
PROPOSAL #8: AUTHORIZE THE HOLDING OF THE 2015 AGM AT ISSUER YES FOR FOR
A LOCATION OUTSIDE IRELAND
PROPOSAL #9: AUTHORIZE OPEN-MARKET PURCHASES OF CLASS ISSUER YES FOR FOR
A ORDINARY SHARES
PROPOSAL #10: DETERMINE THE PRICE RANGE AT WHICH ISSUER YES FOR FOR
ACCENTURE PLC CAN RE-ISSUE SHARES THAT IT ACQUIRES AS
TREASURY STOCK
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ISSUER: ACE Limited
TICKER: ACE CUSIP: H0023R105
MEETING DATE: 1/10/2014 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE DIVIDEND DISTRIBUTION FROM LEGAL ISSUER YES FOR FOR
RESERVES
PROPOSAL #2: ELECT OF HOMBURGER AG AS INDEPENDENT ISSUER YES FOR FOR
PROXY
PROPOSAL #3: TRANSACT OTHER BUSINESS (VOTING) ISSUER YES FOR FOR
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ISSUER: ACE Limited
TICKER: ACE CUSIP: H0023R105
MEETING DATE: 5/15/2014 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: ACCEPT FINANCIAL STATEMENTS AND ISSUER YES FOR FOR
STATUTORY REPORTS
PROPOSAL #2: ALLOCATE DISPOSABLE PROFIT ISSUER YES FOR FOR
PROPOSAL #3: APPROVE DISCHARGE OF BOARD AND SENIOR ISSUER YES FOR FOR
MANAGEMENT
PROPOSAL #4.1: ELECT DIRECTOR JOHN EDWARDSON ISSUER YES FOR FOR
PROPOSAL #4.2: ELECT DIRECTOR KIMBERLY ROSS ISSUER YES FOR FOR
PROPOSAL #4.3: ELECT DIRECTOR ROBERT SCULLY ISSUER YES FOR FOR
PROPOSAL #4.4: ELECT DIRECTOR DAVID SIDWELL ISSUER YES FOR FOR
PROPOSAL #4.5: ELECT DIRECTOR EVAN G. GREENBERG ISSUER YES FOR FOR
PROPOSAL #4.6: ELECT DIRECTOR ROBERT M. HERNANDEZ ISSUER YES FOR FOR
PROPOSAL #4.7: ELECT DIRECTOR MICHAEL G. ATIEH ISSUER YES FOR FOR
PROPOSAL #4.8: ELECT DIRECTOR MARY A. CIRILLO ISSUER YES FOR FOR
PROPOSAL #4.9: ELECT DIRECTOR MICHAEL P. CONNORS ISSUER YES FOR FOR
PROPOSAL #4.10: ELECT DIRECTOR PETER MENIKOFF ISSUER YES FOR FOR
PROPOSAL #4.11: ELECT DIRECTOR LEO F. MULLIN ISSUER YES FOR FOR
PROPOSAL #4.12: ELECT DIRECTOR EUGENE B. SHANKS, JR. ISSUER YES FOR FOR
PROPOSAL #4.13: ELECT DIRECTOR THEODORE E. SHASTA ISSUER YES FOR FOR
PROPOSAL #4.14: ELECT DIRECTOR OLIVIER STEIMER ISSUER YES FOR FOR
PROPOSAL #5: ELECT EVAN G. GREENBERG AS BOARD ISSUER YES FOR FOR
CHAIRMAN
PROPOSAL #6.1: APPOINT MICHAEL P. CONNORS AS MEMBER ISSUER YES FOR FOR
OF THE COMPENSATION COMMITTEE
PROPOSAL #6.2: APPOINT MARY A. CIRILLO AS MEMBER OF ISSUER YES FOR FOR
THE COMPENSATION COMMITTEE
PROPOSAL #6.3: APPOINT JOHN EDWARDSON AS MEMBER OF ISSUER YES FOR FOR
THE COMPENSATION COMMITTEE
PROPOSAL #6.4: APPOINT ROBERT M. HERNANDEZ AS MEMBER ISSUER YES FOR FOR
OF THE COMPENSATION COMMITTEE
PROPOSAL #7: DESIGNATE HOMBURGER AG AS INDEPENDENT ISSUER YES FOR FOR
PROXY
PROPOSAL #8.1: RATIFY PRICEWATERHOUSECOOPERS AG ISSUER YES FOR FOR
(ZURICH) AS AUDITORS
PROPOSAL #8.2: RATIFY PRICEWATERHOUSECOOPERS LLP ISSUER YES FOR FOR
(UNITED STATES) AS INDEPENDENT REGISTERED ACCOUNTING
FIRM AS AUDITORS
PROPOSAL #8.3: RATIFY BDO AG (ZURICH) AS SPECIAL ISSUER YES FOR FOR
AUDITORS
PROPOSAL #9: APPROVE CREATION OF CHF 3.7 BILLION POOL ISSUER YES FOR �� FOR
OF CAPITAL WITHOUT PREEMPTIVE RIGHTS
PROPOSAL #10: APPROVE DIVIDEND DISTRIBUTION FROM ISSUER YES FOR FOR
LEGAL RESERVES THROUGH REDUCTION OF PAR VALUE
PROPOSAL #11: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #12: TRANSACT OTHER BUSINESS (VOTING) ISSUER YES ABSTAIN AGAINST
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ISSUER: Amgen Inc.
TICKER: AMGN CUSIP: 031162100
MEETING DATE: 5/15/2014 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 GREG C. GARLAND ISSUER YES FOR FOR
PROPOSAL #1.8: ELECT DIRECTOR REBECCA M. HENDERSON ISSUER YES FOR FOR
PROPOSAL #1.9: ELECT DIRECTOR FRANK C. HERRINGER ISSUER YES FOR FOR
PROPOSAL #1.10: ELECT DIRECTOR TYLER JACKS ISSUER YES FOR FOR
PROPOSAL #1.11: ELECT DIRECTOR JUDITH C. PELHAM ISSUER YES FOR FOR
PROPOSAL #1.12: 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: PROVIDE VOTE COUNTING TO EXCLUDE SHAREHOLDER YES AGAINST FOR
ABSTENTIONS
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ISSUER: Anheuser-Busch InBev SA
TICKER: ABI CUSIP: B6399C107
MEETING DATE: 4/30/2014 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #A1: EXCHANGE ALL OUTSTANDING WARRANTS UNDER ISSUER YES FOR FOR
EXECUTIVE AND SENIOR MANAGER INCENTIVE SCHEME INTO
STOCK OPTIONS
PROPOSAL #A2b: RENEW AUTHORIZATION TO INCREASE SHARE ISSUER YES FOR FOR
CAPITAL UP TO 3 PERCENT OF ISSUED CAPITAL
PROPOSAL #B1a: AUTHORIZE REPURCHASE AND REISSUANCE OF ISSUER YES FOR FOR
UP TO 20 PERCENT OF ISSUED SHARE CAPITAL
PROPOSAL #B1b: AMEND ARTICLES TO REFLECT CHANGES IN ISSUER YES FOR FOR
CAPITAL RE: REPURCHASE AUTHORIZATION UNDER ITEM B1A
PROPOSAL #C4: APPROVE FINANCIAL STATEMENTS, ISSUER YES FOR FOR
ALLOCATION OF INCOME, AND DIVIDENDS OF EUR 2.05 PER
PROPOSAL #C5: APPROVE DISCHARGE OF DIRECTORS ISSUER YES FOR FOR
PROPOSAL #C6: APPROVE DISCHARGE OF AUDITORS ISSUER YES FOR FOR
PROPOSAL #C7a: REELECT KEES STORM AS INDEPENDENT ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #C7b: REELECT MARK WINKELMAN AS INDEPENDENT ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #C7c: REELECT ALEXANDRE VAN DAMME AS ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #C7d: REELECT GREGOIRE DE SPOELBERCH AS ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #C7e: REELECT CARLOS ALBERTO DE VEIGA ISSUER YES FOR FOR
SICUPERA AS DIRECTOR
PROPOSAL #C7f: REELECT MARCEL HERRMANN TELLES AS ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #C7g: ELECT PAULO LEMANN AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #C7h: ELECT ALEXANDRE BEHRING AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #C7i: ELECT ELIO LEONI SCETI AS INDEPENDENT ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #C7j: ELECT MARIA ASUNCION ARAMBURUZABALA ISSUER YES FOR FOR
LARREGUI AS DIRECTOR
PROPOSAL #C7k: ELECT VALENTIN DIEZ MORODO AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #C8a: APPROVE REMUNERATION REPORT ISSUER YES FOR FOR
PROPOSAL #C8b: APPROVE NON-EMPLOYEE DIRECTOR STOCK ISSUER YES FOR FOR
OPTION PLAN AND ACCORDING STOCK OPTION GRANTS TO NON-
EXECUTIVE DIRECTORS
PROPOSAL #D1: AUTHORIZE IMPLEMENTATION OF APPROVED ISSUER YES FOR FOR
RESOLUTIONS AND FILING OF REQUIRED
DOCUMENTS/FORMALITIES AT TRADE REGISTRY
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ISSUER: Automatic Data Processing, Inc.
TICKER: ADP CUSIP: 053015103
MEETING DATE: 11/12/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR ELLEN R. ALEMANY ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR GREGORY D. BRENNEMAN ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR LESLIE A. BRUN ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR RICHARD T. CLARK ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT DIRECTOR ERIC C. FAST ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT DIRECTOR LINDA R. GOODEN ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT DIRECTOR R. GLENN HUBBARD ISSUER YES FOR FOR
PROPOSAL #1.8: ELECT DIRECTOR JOHN P. JONES ISSUER YES FOR FOR
PROPOSAL #1.9: ELECT DIRECTOR CARLOS A. RODRIGUEZ ISSUER YES FOR FOR
PROPOSAL #1.10: ELECT DIRECTOR GREGORY L. SUMME 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 OMNIBUS STOCK PLAN ISSUER YES FOR FOR
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ISSUER: BG Group plc
TICKER: BG. CUSIP: G1245Z108
MEETING DATE: 5/15/2014 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 POLICY ISSUER YES FOR FOR
PROPOSAL #3: APPROVE REMUNERATION REPORT ISSUER YES FOR FOR
PROPOSAL #4: APPROVE FINAL DIVIDEND �� ISSUER YES FOR FOR
PROPOSAL #5: ELECT SIMON LOWTH AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #6: ELECT PAM DALEY AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #7: ELECT MARTIN FERGUSON AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #8: RE-ELECT VIVIENNE COX AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #10: RE-ELECT ANDREW GOULD AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #11: RE-ELECT BARONESS HOGG AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #12: RE-ELECT DR JOHN HOOD AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #13: RE-ELECT CAIO KOCH-WESER AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #14: RE-ELECT LIM HAW-KUANG AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #15: RE-ELECT SIR DAVID MANNING AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #16: RE-ELECT MARK SELIGMAN AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #17: RE-ELECT PATRICK THOMAS AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #18: REAPPOINT ERNST & YOUNG LLP AS AUDITORS ISSUER YES FOR FOR
PROPOSAL #19: AUTHORISE THE AUDIT COMMITTEE TO FIX ISSUER YES FOR FOR
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: AUTHORISE THE COMPANY TO CALL EGM WITH ISSUER YES FOR FOR
TWO WEEKS' NOTICE
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ISSUER: BlackRock, Inc.
TICKER: BLK CUSIP: 09247X101
MEETING DATE: 5/29/2014 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1a: ELECT DIRECTOR ABDLATIF YOUSEF AL-HAMAD ISSUER YES FOR FOR
PROPOSAL #1b: ELECT DIRECTOR MATHIS CABIALLAVETTA ISSUER YES FOR FOR
PROPOSAL #1c: ELECT DIRECTOR PAMELA DALEY ISSUER YES FOR FOR
PROPOSAL #1d: ELECT DIRECTOR JESSICA P. EINHORN ISSUER YES FOR FOR
PROPOSAL #1e: ELECT DIRECTOR FABRIZIO FREDA ISSUER YES FOR FOR
PROPOSAL #1f: ELECT DIRECTOR MURRY S. GERBER ISSUER YES FOR FOR
PROPOSAL #1g: ELECT DIRECTOR JAMES GROSFELD ISSUER YES FOR FOR
PROPOSAL #1h: ELECT DIRECTOR DAVID H. KOMANSKY ISSUER YES FOR FOR
PROPOSAL #1i: ELECT DIRECTOR DERYCK MAUGHAN ISSUER YES FOR FOR
PROPOSAL #1j: ELECT DIRECTOR CHERYL D. MILLS ISSUER YES FOR FOR
PROPOSAL #1k: ELECT DIRECTOR MARCO ANTONIO SLIM DOMIT ISSUER YES FOR FOR
PROPOSAL #1l: ELECT DIRECTOR JOHN S. VARLEY ISSUER YES FOR FOR
PROPOSAL #1m: ELECT DIRECTOR SUSAN L. WAGNER ISSUER YES FOR FOR
PROPOSAL #2: AMEND OMNIBUS STOCK PLAN ISSUER YES FOR FOR
PROPOSAL #3: AMEND EXECUTIVE INCENTIVE BONUS PLAN ISSUER YES FOR FOR
PROPOSAL #4: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #5: RATIFY AUDITORS ISSUER YES FOR FOR
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ISSUER: Canadian National Railway Company
TICKER: CNR CUSIP: 136375102
MEETING DATE: 4/23/2014 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR A. CHARLES BAILLIE ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR DONALD J. CARTY ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR GORDON D. GIFFIN ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR EDITH E. HOLIDAY ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT DIRECTOR V. MAUREEN KEMPSTON ISSUER YES FOR FOR
DARKES
PROPOSAL #1.6: ELECT DIRECTOR DENIS LOSIER ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT DIRECTOR EDWARD C. LUMLEY ISSUER YES FOR FOR
PROPOSAL #1.8: ELECT DIRECTOR KEVIN G. LYNCH ISSUER YES FOR FOR
PROPOSAL #1.9: ELECT DIRECTOR CLAUDE MONGEAU ISSUER YES FOR FOR
PROPOSAL #1.10: ELECT DIRECTOR JAMES E. O'CONNOR ISSUER YES FOR FOR
PROPOSAL #1.11: ELECT DIRECTOR ROBERT PACE ISSUER YES FOR FOR
PROPOSAL #1.12: ELECT DIRECTOR ROBERT L. PHILLIPS ISSUER YES FOR FOR
PROPOSAL #1.13: ELECT DIRECTOR LAURA STEIN ISSUER YES FOR FOR
PROPOSAL #2: RATIFY KPMG LLP AS AUDITORS ISSUER YES FOR FOR
PROPOSAL #3: ADVISORY VOTE ON EXECUTIVE COMPENSATION ISSUER YES FOR FOR
APPROACH
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ISSUER: Cardinal Health, Inc.
TICKER: CAH CUSIP: 14149Y108
MEETING DATE: 11/6/2013 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 PATRICIA A. HEMINGWAY ISSUER YES FOR FOR
HALL
PROPOSAL #1.9: ELECT DIRECTOR CLAYTON M. JONES ISSUER YES FOR FOR
PROPOSAL #1.10: ELECT DIRECTOR GREGORY B. KENNY ISSUER YES FOR FOR
PROPOSAL #1.11: ELECT DIRECTOR DAVID P. KING ISSUER YES FOR FOR
PROPOSAL #1.12: ELECT DIRECTOR RICHARD C. NOTEBAERT 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 AGAINST FOR
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ISSUER: Chevron Corporation
TICKER: CVX CUSIP: 166764100
MEETING DATE: 5/28/2014 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1a: ELECT DIRECTOR LINNET F. DEILY ISSUER YES FOR FOR
PROPOSAL #1b: ELECT DIRECTOR ROBERT E. DENHAM ISSUER YES FOR FOR
PROPOSAL #1c: ELECT DIRECTOR ALICE P. GAST ISSUER YES FOR FOR
PROPOSAL #1d: ELECT DIRECTOR ENRIQUE HERNANDEZ, JR. ISSUER YES FOR FOR
PROPOSAL #1e: ELECT DIRECTOR JON M. HUNTSMAN, JR. ISSUER YES FOR FOR
PROPOSAL #1f: ELECT DIRECTOR GEORGE L. KIRKLAND ISSUER YES FOR FOR
PROPOSAL #1g: ELECT DIRECTOR CHARLES W. MOORMAN, IV ISSUER YES FOR FOR
PROPOSAL #1h: ELECT DIRECTOR KEVIN W. SHARER ISSUER YES FOR FOR
PROPOSAL #1i: ELECT DIRECTOR JOHN G. STUMPF ISSUER YES FOR FOR
PROPOSAL #1j: ELECT DIRECTOR RONALD D. SUGAR ISSUER YES FOR FOR
PROPOSAL #1k: ELECT DIRECTOR CARL WARE ISSUER YES FOR FOR
PROPOSAL #1l: ELECT DIRECTOR JOHN S. WATSON 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 CHARITABLE CONTRIBUTIONS SHAREHOLDER YES AGAINST FOR
PROPOSAL #5: REPORT ON LOBBYING PAYMENTS AND POLICY SHAREHOLDER YES AGAINST FOR
PROPOSAL #6: REPORT ON MANAGEMENT OF HYDRAULIC SHAREHOLDER YES AGAINST FOR
FRACTURING RISKS AND OPPORTUNITIES
PROPOSAL #7: REQUIRE INDEPENDENT BOARD CHAIRMAN SHAREHOLDER YES AGAINST FOR
PROPOSAL #8: AMEND BYLAWS -- CALL SPECIAL MEETINGS SHAREHOLDER YES AGAINST FOR
PROPOSAL #9: REQUIRE DIRECTOR NOMINEE WITH SHAREHOLDER YES AGAINST FOR
ENVIRONMENTAL EXPERIENCE
PROPOSAL #10: ADOPT GUIDELINES FOR COUNTRY SELECTION SHAREHOLDER YES AGAINST FOR
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ISSUER: Colgate-Palmolive Company
TICKER: CL CUSIP: 194162103
MEETING DATE: 5/9/2014 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1a: ELECT DIRECTOR NIKESH ARORA ISSUER YES FOR FOR
PROPOSAL #1b: ELECT DIRECTOR JOHN T. CAHILL ISSUER YES FOR FOR
PROPOSAL #1c: ELECT DIRECTOR IAN COOK ISSUER YES FOR FOR
PROPOSAL #1d: ELECT DIRECTOR HELENE D. GAYLE ISSUER YES FOR FOR
PROPOSAL #1e: ELECT DIRECTOR ELLEN M. HANCOCK ISSUER YES FOR FOR
PROPOSAL #1f: ELECT DIRECTOR JOSEPH JIMENEZ ISSUER YES FOR FOR
PROPOSAL #1g: ELECT DIRECTOR RICHARD J. KOGAN ISSUER YES FOR FOR
PROPOSAL #1h: ELECT DIRECTOR DELANO E. LEWIS ISSUER YES FOR FOR
PROPOSAL #1i: ELECT DIRECTOR J. PEDRO REINHARD ISSUER YES FOR FOR
PROPOSAL #1j: ELECT DIRECTOR STEPHEN I. SADOVE 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 SHAREHOLDER YES AGAINST FOR
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ISSUER: CVS Caremark Corporation
TICKER: CVS CUSIP: 126650100
MEETING DATE: 5/8/2014 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 NANCY-ANN M. DEPARLE ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR DAVID W. DORMAN ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR ANNE M. FINUCANE 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
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ISSUER: Diageo plc
TICKER: DGE CUSIP: G42089113
MEETING DATE: 9/19/2013 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: APPROVE FINAL DIVIDEND ISSUER YES FOR FOR
PROPOSAL #4: RE-ELECT PEGGY BRUZELIUS AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #5: RE-ELECT LAURENCE DANON AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #6: RE-ELECT LORD DAVIES AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #7: RE-ELECT HO KWONPING AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #8: RE-ELECT BETSY HOLDEN AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #9: RE-ELECT DR FRANZ HUMER AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #10: RE-ELECT DEIRDRE MAHLAN AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #11: RE-ELECT IVAN MENEZES AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #12: RE-ELECT PHILIP SCOTT AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #13: APPOINT KPMG LLP AS AUDITORS ISSUER YES FOR FOR
PROPOSAL #14: AUTHORISE BOARD TO FIX REMUNERATION OF ISSUER YES FOR FOR
AUDITORS
PROPOSAL #15: AUTHORISE ISSUE OF EQUITY WITH PRE- ISSUER YES FOR FOR
EMPTIVE RIGHTS
PROPOSAL #16: AUTHORISE ISSUE OF EQUITY WITHOUT PRE- ISSUER YES FOR FOR
EMPTIVE RIGHTS
PROPOSAL #17: AUTHORISE MARKET PURCHASE OF ORDINARY ISSUER YES FOR FOR
SHARES
PROPOSAL #18: AUTHORISE EU POLITICAL DONATIONS AND ISSUER YES FOR FOR
EXPENDITURE
PROPOSAL #19: AUTHORISE THE COMPANY TO CALL EGM WITH ISSUER YES FOR FOR
TWO WEEKS' NOTICE
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ISSUER: Dominion Resources, Inc.
TICKER: D CUSIP: 25746U109
MEETING DATE: 5/7/2014 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR WILLIAM P. BARR ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR PETER W. BROWN ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR HELEN E. DRAGAS ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR JAMES O. ELLIS, JR. ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT DIRECTOR THOMAS F. FARRELL, II ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT DIRECTOR JOHN W. HARRIS ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT DIRECTOR MARK J. KINGTON ISSUER YES FOR FOR
PROPOSAL #1.8: ELECT DIRECTOR PAMELA J. ROYAL ISSUER YES FOR FOR
PROPOSAL #1.9: ELECT DIRECTOR ROBERT H. SPILMAN, JR. ISSUER YES FOR FOR
PROPOSAL #1.10: ELECT DIRECTOR MICHAEL E. SZYMANCZYK ISSUER YES FOR FOR
PROPOSAL #1.11: ELECT DIRECTOR DAVID A. WOLLARD 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: APPROVE OMNIBUS STOCK PLAN ISSUER YES FOR FOR
PROPOSAL #5: STOCK RETENTION/HOLDING PERIOD SHAREHOLDER YES AGAINST FOR
PROPOSAL #6: REPORT ON FINANCIAL AND PHYSICAL RISKS SHAREHOLDER YES AGAINST FOR
OF CLIMATE CHANGE
PROPOSAL #7: REPORT ON METHANE EMISSIONS MANAGEMENT SHAREHOLDER YES AGAINST FOR
AND REDUCTION TARGETS
PROPOSAL #8: REPORT ON LOBBYING PAYMENTS AND POLICY SHAREHOLDER YES AGAINST FOR
PROPOSAL #9: REPORT ON ENVIRONMENTAL IMPACTS OF SHAREHOLDER YES AGAINST FOR
BIOMASS AND ASSESS RISKS
PROPOSAL #10: ADOPT QUANTITATIVE GHG GOALS FOR SHAREHOLDER YES AGAINST FOR
PRODUCTS AND OPERATIONS
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Ecolab Inc.
TICKER: ECL CUSIP: 278865100
MEETING DATE: 5/8/2014 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECTION OF DIRECTOR DOUGLAS M. BAKER, ISSUER YES FOR FOR
JR.
PROPOSAL #1.2: ELECTION OF DIRECTOR BARBARA J. BECK ISSUER YES FOR FOR
PROPOSAL #1.3: ELECTION OF DIRECTOR LESLIE S. BILLER ISSUER YES FOR FOR
PROPOSAL #1.4: ELECTION OF DIRECTOR CARL M. CASALE ISSUER YES FOR FOR
PROPOSAL #1.5: ELECTION OF DIRECTOR STEPHEN I. CHAZEN ISSUER YES FOR FOR
PROPOSAL #1.6: ELECTION OF DIRECTOR JERRY A. ISSUER YES FOR FOR
GRUNDHOFER
PROPOSAL #1.7: ELECTION OF DIRECTOR ARTHUR J. HIGGINS ISSUER YES FOR FOR
PROPOSAL #1.8: ELECTION OF DIRECTOR JOEL W. JOHNSON ISSUER YES FOR FOR
PROPOSAL #1.9: ELECTION OF DIRECTOR MICHAEL LARSON ISSUER YES FOR FOR
PROPOSAL #1.10: ELECTION OF DIRECTOR JERRY W. LEVIN ISSUER YES FOR FOR
PROPOSAL #1.11: ELECTION OF DIRECTOR ROBERT L. ISSUER YES FOR FOR
LUMPKINS
PROPOSAL #1.12: ELECTION OF DIRECTOR VICTORIA J. ISSUER YES FOR FOR
REICH
PROPOSAL #1.13: ELECTION OF DIRECTOR SUZANNE M. ISSUER YES FOR FOR
VAUTRINOT
PROPOSAL #1.14: ELECTION OF DIRECTOR JOHN J. ZILLMER ISSUER YES FOR FOR
PROPOSAL #2: RATIFY AUDITORS ISSUER YES FOR FOR
PROPOSAL #3: AMEND EXECUTIVE INCENTIVE BONUS 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
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Emerson Electric Co.
TICKER: EMR CUSIP: 291011104
MEETING DATE: 2/4/2014 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR D. N. FARR ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR H. GREEN ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR C. A. PETERS ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR J. W. PRUEHER ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT DIRECTOR A.A. BUSCH, III ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT DIRECTOR J. S. TURLEY 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 SUSTAINABILITY SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #5: REPORT ON POLITICAL CONTRIBUTIONS SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #6: REPORT ON LOBBYING PAYMENTS AND POLICY SHAREHOLDER YES ABSTAIN AGAINST
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Enbridge Inc.
TICKER: ENB CUSIP: 29250N105
MEETING DATE: 5/7/2014 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR DAVID A. ARLEDGE ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR JAMES J. BLANCHARD ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR J. LORNE BRAITHWAITE ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR J. HERB ENGLAND ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT DIRECTOR CHARLES W. FISCHER ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT DIRECTOR V. MAUREEN KEMPSTON ISSUER YES FOR FOR
DARKES
PROPOSAL #1.7: ELECT DIRECTOR DAVID A. LESLIE ISSUER YES FOR FOR
PROPOSAL #1.8: ELECT DIRECTOR AL MONACO ISSUER YES FOR FOR
PROPOSAL #1.9: ELECT DIRECTOR GEORGE K. PETTY ISSUER YES FOR FOR
PROPOSAL #1.10: ELECT DIRECTOR CHARLES E. SHULTZ ISSUER YES FOR FOR
PROPOSAL #1.11: ELECT DIRECTOR DAN C. TUTCHER ISSUER YES FOR FOR
PROPOSAL #1.12: ELECT DIRECTOR CATHERINE L. WILLIAMS ISSUER YES FOR FOR
PROPOSAL #2: RATIFY PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR FOR
AUDITORS
PROPOSAL #3: AMEND STOCK OPTION PLAN ISSUER YES FOR FOR
PROPOSAL #4: APPROVE SHAREHOLDER RIGHTS PLAN ISSUER YES FOR FOR
PROPOSAL #5: ADVISORY VOTE ON EXECUTIVE COMPENSATION ISSUER YES FOR FOR
APPROACH
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Exxon Mobil Corporation
TICKER: XOM CUSIP: 30231G102
MEETING DATE: 5/28/2014 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR MICHAEL J. BOSKIN ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR PETER BRABECK-LETMATHE ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR URSULA M. BURNS ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR LARRY R. FAULKNER ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT DIRECTOR JAY S. FISHMAN ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT DIRECTOR HENRIETTA H. FORE ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT DIRECTOR KENNETH C. FRAZIER ISSUER YES FOR FOR
PROPOSAL #1.8: ELECT DIRECTOR WILLIAM W. GEORGE ISSUER YES FOR FOR
PROPOSAL #1.9: ELECT DIRECTOR SAMUEL J. PALMISANO ISSUER YES FOR FOR
PROPOSAL #1.10: ELECT DIRECTOR STEVEN S REINEMUND ISSUER YES FOR FOR
PROPOSAL #1.11: ELECT DIRECTOR REX W. TILLERSON ISSUER YES FOR FOR
PROPOSAL #1.12: ELECT DIRECTOR WILLIAM C. WELDON 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: REQUIRE A MAJORITY VOTE FOR THE ELECTION SHAREHOLDER YES AGAINST FOR
OF DIRECTORS
PROPOSAL #5: LIMIT DIRECTORS TO A MAXIMUM OF THREE SHAREHOLDER YES AGAINST FOR
BOARD MEMBERSHIPS IN COMPANIES WITH SALES OVER $500
MILLION ANNUALLY
PROPOSAL #6: AMEND EEO POLICY TO PROHIBIT SHAREHOLDER YES AGAINST FOR
DISCRIMINATION BASED ON SEXUAL ORIENTATION AND GENDER
IDENTITY
PROPOSAL #7: REPORT ON LOBBYING PAYMENTS AND POLICY SHAREHOLDER YES AGAINST FOR
PROPOSAL #8: ADOPT QUANTITATIVE GHG GOALS FOR SHAREHOLDER YES AGAINST FOR
PRODUCTS AND OPERATIONS
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: General Dynamics Corporation
TICKER: GD CUSIP: 369550108
MEETING DATE: 5/7/2014 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR MARY T. BARRA ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR NICHOLAS D. CHABRAJA ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR JAMES S. CROWN ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR WILLIAM P. FRICKS ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT DIRECTOR PAUL G. KAMINSKI ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT DIRECTOR JOHN M. KEANE ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT DIRECTOR LESTER L. LYLES ISSUER YES FOR FOR
PROPOSAL #1.8: ELECT DIRECTOR JAMES N. MATTIS ISSUER YES FOR FOR
PROPOSAL #1.9: ELECT DIRECTOR PHEBE N. NOVAKOVIC ISSUER YES FOR FOR
PROPOSAL #1.10: ELECT DIRECTOR WILLIAM A. OSBORN ISSUER YES FOR FOR
PROPOSAL #1.11: ELECT DIRECTOR LAURA J. SCHUMACHER ISSUER YES FOR FOR
PROPOSAL #1.12: ELECT DIRECTOR ROBERT WALMSLEY 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: REQUIRE INDEPENDENT BOARD CHAIRMAN SHAREHOLDER YES AGAINST FOR
PROPOSAL #5: REPORT ON LOBBYING PAYMENTS AND POLICY SHAREHOLDER YES ABSTAIN AGAINST
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Honeywell International Inc.
TICKER: HON CUSIP: 438516106
MEETING DATE: 4/28/2014 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: ELECT DIRECTOR GORDON M. BETHUNE ISSUER YES FOR FOR
PROPOSAL #1B: ELECT DIRECTOR KEVIN BURKE ISSUER YES FOR FOR
PROPOSAL #1C: ELECT DIRECTOR JAIME CHICO PARDO ISSUER YES FOR FOR
PROPOSAL #1D: ELECT DIRECTOR DAVID M. COTE ISSUER YES FOR FOR
PROPOSAL #1E: ELECT DIRECTOR D. SCOTT DAVIS ISSUER YES FOR�� FOR
PROPOSAL #1F: ELECT DIRECTOR LINNET F. DEILY ISSUER YES FOR FOR
PROPOSAL #1G: ELECT DIRECTOR JUDD GREGG ISSUER YES FOR FOR
PROPOSAL #1H: ELECT DIRECTOR CLIVE HOLLICK ISSUER YES FOR FOR
PROPOSAL #1I: ELECT DIRECTOR GRACE D. LIEBLEIN ISSUER YES FOR FOR
PROPOSAL #1J: ELECT DIRECTOR GEORGE PAZ ISSUER YES FOR FOR
PROPOSAL #1K: ELECT DIRECTOR BRADLEY T. SHEARES ISSUER YES FOR FOR
PROPOSAL #1L: ELECT DIRECTOR ROBIN L. WASHINGTON 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: REQUIRE INDEPENDENT BOARD CHAIRMAN SHAREHOLDER YES AGAINST FOR
PROPOSAL #5: PROVIDE RIGHT TO ACT BY WRITTEN CONSENT SHAREHOLDER YES AGAINST FOR
PROPOSAL #6: PRO-RATA VESTING OF EQUITY AWARDS SHAREHOLDER YES AGAINST FOR
PROPOSAL #7: REPORT ON LOBBYING PAYMENTS AND POLICY SHAREHOLDER YES ABSTAIN AGAINST
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: International Business Machines Corporation
TICKER: IBM CUSIP: 459200101
MEETING DATE: 4/29/2014 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR ALAIN J.P. BELDA ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR WILLIAM R. BRODY ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR KENNETH I. CHENAULT ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR MICHAEL L. ESKEW ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT DIRECTOR DAVID N. FARR ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT DIRECTOR SHIRLEY ANN JACKSON ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT DIRECTOR ANDREW N. LIVERIS ISSUER YES FOR FOR
PROPOSAL #1.8: ELECT DIRECTOR W. JAMES MCNERNEY, JR. ISSUER YES FOR FOR
PROPOSAL #1.9: ELECT DIRECTOR JAMES W. OWENS ISSUER YES FOR FOR
PROPOSAL #1.10: ELECT DIRECTOR VIRGINIA M. ROMETTY ISSUER YES FOR FOR
PROPOSAL #1.11: ELECT DIRECTOR JOAN E. SPERO ISSUER YES FOR FOR
PROPOSAL #1.12: ELECT DIRECTOR SIDNEY TAUREL ISSUER YES FOR FOR
PROPOSAL #1.13: ELECT DIRECTOR LORENZO H. ZAMBRANO 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: APPROVE QUALIFIED EMPLOYEE STOCK ISSUER YES FOR FOR
PURCHASE PLAN
PROPOSAL #6: REPORT ON LOBBYING PAYMENTS AND POLICY SHAREHOLDER YES AGAINST FOR
PROPOSAL #7: PROVIDE RIGHT TO ACT BY WRITTEN CONSENT SHAREHOLDER YES AGAINST FOR
PROPOSAL #8: PRO-RATA VESTING OF EQUITY AWARDS SHAREHOLDER YES AGAINST FOR
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Johnson & Johnson
TICKER: JNJ CUSIP: 478160104
MEETING DATE: 4/24/2014 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1a: ELECT DIRECTOR MARY SUE COLEMAN ISSUER YES FOR FOR
PROPOSAL #1b: ELECT DIRECTOR JAMES G. CULLEN ISSUER YES FOR FOR
PROPOSAL #1c: ELECT DIRECTOR IAN E. L. DAVIS ISSUER YES FOR FOR
PROPOSAL #1d: ELECT DIRECTOR ALEX GORSKY ISSUER YES FOR FOR
PROPOSAL #1e: ELECT DIRECTOR SUSAN L. LINDQUIST ISSUER YES FOR FOR
PROPOSAL #1f: ELECT DIRECTOR MARK B. MCCLELLAN ISSUER YES FOR FOR
PROPOSAL #1g: ELECT DIRECTOR ANNE M. MULCAHY ISSUER YES FOR FOR
PROPOSAL #1h: ELECT DIRECTOR LEO F. MULLIN ISSUER YES FOR FOR
PROPOSAL #1i: ELECT DIRECTOR WILLIAM D. PEREZ ISSUER YES FOR FOR
PROPOSAL #1j: ELECT DIRECTOR CHARLES PRINCE ISSUER YES FOR FOR
PROPOSAL #1k: ELECT DIRECTOR A. EUGENE WASHINGTON ISSUER YES FOR FOR
PROPOSAL #1l: 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
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Lockheed Martin Corporation
TICKER: LMT CUSIP: 539830109
MEETING DATE: 4/24/2014 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR DANIEL F. AKERSON ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR NOLAN D. ARCHIBALD ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR ROSALIND G. BREWER ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR DAVID B. BURRITT ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT DIRECTOR JAMES O. ELLIS, JR. ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT DIRECTOR THOMAS J. FALK ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT DIRECTOR MARILLYN A. HEWSON ISSUER YES FOR FOR
PROPOSAL #1.8: ELECT DIRECTOR GWENDOLYN S. KING ISSUER YES FOR FOR
PROPOSAL #1.9: ELECT DIRECTOR JAMES M. LOY ISSUER YES FOR FOR
PROPOSAL #1.10: ELECT DIRECTOR DOUGLAS H. ISSUER YES FOR FOR
MCCORKINDALE
PROPOSAL #1.11: ELECT DIRECTOR JOSEPH W. RALSTON ISSUER YES FOR FOR
PROPOSAL #1.12: ELECT DIRECTOR ANNE STEVENS 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: PROVIDE RIGHT TO ACT BY WRITTEN CONSENT SHAREHOLDER YES AGAINST FOR
PROPOSAL #6: STOCK RETENTION/HOLDING PERIOD SHAREHOLDER YES AGAINST FOR
PROPOSAL #7: CLAW-BACK OF PAYMENTS UNDER RESTATEMENTS SHAREHOLDER YES AGAINST FOR
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Lowe's Companies, Inc.
TICKER: LOW CUSIP: 548661107
MEETING DATE: 5/30/2014 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR RAUL ALVAREZ ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR DAVID W. BERNAUER ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR LEONARD L. BERRY ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR ANGELA F. BRALY ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT DIRECTOR RICHARD W. DREILING ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT DIRECTOR DAWN E. HUDSON ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT DIRECTOR ROBERT L. JOHNSON ISSUER YES FOR FOR
PROPOSAL #1.8: ELECT DIRECTOR MARSHALL O. LARSEN ISSUER YES FOR FOR
PROPOSAL #1.9: ELECT DIRECTOR RICHARD K. LOCHRIDGE ISSUER YES FOR FOR
PROPOSAL #1.10: ELECT DIRECTOR ROBERT A. NIBLOCK ISSUER YES FOR FOR
PROPOSAL #1.11: ELECT DIRECTOR ERIC C. WISEMAN 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
PROPOSAL #5: REPORT ON DATA USED TO MAKE SHAREHOLDER YES AGAINST FOR
ENVIRONMENTAL GOALS AND COSTS AND BENEFITS OF
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Marsh & McLennan Companies, Inc.
TICKER: MMC CUSIP: 571748102
MEETING DATE: 5/15/2014 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1a: ELECT DIRECTOR OSCAR FANJUL ISSUER YES FOR FOR
PROPOSAL #1b: ELECT DIRECTOR DANIEL S. GLASER ISSUER YES FOR FOR
PROPOSAL #1c: ELECT DIRECTOR H. EDWARD HANWAY ISSUER YES FOR FOR
PROPOSAL #1d: ELECT DIRECTOR LORD LANG ISSUER YES FOR FOR
PROPOSAL #1e: ELECT DIRECTOR ELAINE LA ROCHE ISSUER YES FOR FOR
PROPOSAL #1f: ELECT DIRECTOR STEVEN A. MILLS ISSUER YES FOR FOR
PROPOSAL #1g: ELECT DIRECTOR BRUCE P. NOLOP ISSUER YES FOR FOR
PROPOSAL #1h: ELECT DIRECTOR MARC D. OKEN ISSUER YES FOR FOR
PROPOSAL #1i: ELECT DIRECTOR MORTON O. SCHAPIRO ISSUER YES FOR FOR
PROPOSAL #1j: ELECT DIRECTOR ADELE SIMMONS ISSUER YES FOR FOR
PROPOSAL #1k: ELECT DIRECTOR LLOYD M. YATES ISSUER YES FOR FOR
PROPOSAL #1l: ELECT DIRECTOR R. DAVID YOST 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: Mattel, Inc.
TICKER: MAT CUSIP: 577081102
MEETING DATE: 5/16/2014 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1a: ELECT DIRECTOR MICHAEL J. DOLAN ISSUER YES FOR FOR
PROPOSAL #1b: ELECT DIRECTOR TREVOR A. EDWARDS ISSUER YES FOR FOR
PROPOSAL #1c: ELECT DIRECTOR FRANCES D. FERGUSSON ISSUER YES FOR FOR
PROPOSAL #1d: ELECT DIRECTOR DOMINIC NG ISSUER YES FOR FOR
PROPOSAL #1e: ELECT DIRECTOR VASANT M. PRABHU ISSUER YES FOR FOR
PROPOSAL #1f: ELECT DIRECTOR ANDREA L. RICH ISSUER YES FOR FOR
PROPOSAL #1g: ELECT DIRECTOR DEAN A. SCARBOROUGH ISSUER YES FOR FOR
PROPOSAL #1h: ELECT DIRECTOR CHRISTOPHER A. SINCLAIR ISSUER YES FOR FOR
PROPOSAL #1i: ELECT DIRECTOR BRYAN G. STOCKTON ISSUER YES FOR FOR
PROPOSAL #1j: ELECT DIRECTOR DIRK VAN DE PUT ISSUER YES FOR FOR
PROPOSAL #1k: ELECT DIRECTOR KATHY WHITE LOYD 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: REQUIRE INDEPENDENT BOARD CHAIRMAN SHAREHOLDER YES AGAINST FOR
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: McDonald's Corporation
TICKER: MCD CUSIP: 580135101
MEETING DATE: 5/22/2014 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1a: ELECT DIRECTOR SUSAN E. ARNOLD ISSUER YES FOR FOR
PROPOSAL #1b: ELECTIONELECT DIRECTOR RICHARD H. LENNY ISSUER YES FOR FOR
PROPOSAL #1c: ELECT DIRECTOR WALTER E. MASSEY ISSUER YES FOR FOR
PROPOSAL #1d: ELECT DIRECTOR CARY D. MCMILLAN ISSUER YES FOR FOR
PROPOSAL #1e: ELECT DIRECTOR SHEILA A. PENROSE ISSUER YES FOR FOR
PROPOSAL #1f: ELECT DIRECTOR JOHN W. ROGERS, JR. ISSUER YES FOR FOR
PROPOSAL #1g: ELECT DIRECTOR ROGER W. STONE ISSUER YES FOR FOR
PROPOSAL #1h: ELECT DIRECTOR MILES D. WHITE ISSUER YES FOR FOR
PROPOSAL #2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #3: AMEND EXECUTIVE INCENTIVE BONUS PLAN ISSUER YES FOR FOR
PROPOSAL #4: RATIFY AUDITORS ISSUER YES FOR FOR
PROPOSAL #5: PROVIDE RIGHT TO ACT BY WRITTEN CONSENT SHAREHOLDER YES AGAINST FOR
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ISSUER: Medtronic, Inc.
TICKER: MDT CUSIP: 585055106
MEETING DATE: 8/22/2013 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 SCOTT C. DONNELLY ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR VICTOR J. DZAU ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR OMAR ISHRAK ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT DIRECTOR SHIRLEY ANN JACKSON ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT DIRECTOR MICHAEL O. LEAVITT ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT DIRECTOR JAMES T. LENEHAN ISSUER YES FOR FOR
PROPOSAL #1.8: ELECT DIRECTOR DENISE M. O'LEARY ISSUER YES FOR FOR
PROPOSAL #1.9: ELECT DIRECTOR KENDALL J. POWELL ISSUER YES FOR FOR
PROPOSAL #1.10: ELECT DIRECTOR ROBERT C. POZEN ISSUER YES FOR FOR
PROPOSAL #1.11: ELECT DIRECTOR PREETHA REDDY 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: ADOPT MAJORITY VOTING FOR UNCONTESTED ISSUER YES FOR FOR
ELECTION OF DIRECTORS
PROPOSAL #6: REDUCE SUPERMAJORITY VOTE REQUIREMENT ISSUER YES FOR FOR
FOR ESTABLISHING RANGE FOR BOARD SIZE
PROPOSAL #7: REDUCE SUPERMAJORITY VOTE REQUIREMENT ISSUER YES FOR FOR
FOR REMOVAL OF DIRECTORS
PROPOSAL #8: REDUCE SUPERMAJORITY VOTE REQUIREMENT ISSUER YES FOR FOR
FOR AMENDMENT OF ARTICLES
PROPOSAL #9: RESCIND FAIR PRICE PROVISION ISSUER YES FOR FOR
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ISSUER: Merck & Co., Inc.
TICKER: MRK CUSIP: 58933Y105
MEETING DATE: 5/27/2014 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: 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
PROPOSAL #5: AMEND ARTICLES/BYLAWS/CHARTER -- CALL SHAREHOLDER YES AGAINST FOR
SPECIAL MEETINGS
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Microsoft Corporation
TICKER: MSFT CUSIP: 594918104
MEETING DATE: 11/19/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: ELECT DIRECTOR STEVEN A. BALLMER ISSUER YES FOR FOR
PROPOSAL #2: ELECT DIRECTOR DINA DUBLON ISSUER YES FOR FOR
PROPOSAL #3: ELECT DIRECTOR WILLIAM H. GATES ISSUER YES FOR FOR
PROPOSAL #4: ELECT DIRECTOR MARIA M. KLAWE ISSUER YES FOR FOR
PROPOSAL #5: ELECT DIRECTOR STEPHEN J. LUCZO ISSUER YES FOR FOR
PROPOSAL #6: ELECT DIRECTOR DAVID F. MARQUARDT ISSUER YES FOR FOR
PROPOSAL #7: ELECT DIRECTOR CHARLES H. NOSKI ISSUER YES FOR FOR
PROPOSAL #8: ELECT DIRECTOR HELMUT PANKE ISSUER YES FOR FOR
PROPOSAL #9: ELECT DIRECTOR JOHN W. THOMPSON ISSUER YES FOR FOR
PROPOSAL #10: AMEND EXECUTIVE INCENTIVE BONUS PLAN ISSUER YES FOR FOR
PROPOSAL #11: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #12: RATIFY AUDITORS ISSUER YES FOR FOR
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: NIKE, Inc.
TICKER: NKE CUSIP: 654106103
MEETING DATE: 9/19/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR ALAN B. GRAF, JR. ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR JOHN C. LECHLEITER ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR PHYLLIS M. WISE 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 POLITICAL CONTRIBUTIONS SHAREHOLDER YES AGAINST FOR
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Northrop Grumman Corporation
TICKER: NOC CUSIP: 666807102
MEETING DATE: 5/21/2014 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR WESLEY G. BUSH ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR VICTOR H. FAZIO ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR DONALD E. FELSINGER ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR BRUCE S. GORDON ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT DIRECTOR WILLIAM H. HERNANDEZ ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT DIRECTOR MADELEINE A. KLEINER ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT DIRECTOR KARL J. KRAPEK ISSUER YES FOR FOR
PROPOSAL #1.8: ELECT DIRECTOR RICHARD B. MYERS ISSUER YES FOR FOR
PROPOSAL #1.9: ELECT DIRECTOR GARY ROUGHEAD ISSUER YES FOR FOR
PROPOSAL #1.10: ELECT DIRECTOR THOMAS M. SCHOEWE ISSUER YES FOR FOR
PROPOSAL #1.11: ELECT DIRECTOR KEVIN W. SHARER 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: REQUIRE INDEPENDENT BOARD CHAIRMAN SHAREHOLDER YES AGAINST FOR
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Occidental Petroleum Corporation
TICKER: OXY CUSIP: 674599105
MEETING DATE: 5/2/2014 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR SPENCER ABRAHAM ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR HOWARD I. ATKINS ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR EUGENE L. BATCHELDER ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR STEPHEN I. CHAZEN ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT DIRECTOR EDWARD P. DJEREJIAN ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT DIRECTOR JOHN E. FEICK ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT DIRECTOR MARGARET M. FORAN ISSUER YES FOR FOR
PROPOSAL #1.8: ELECT DIRECTOR CARLOS M. GUTIERREZ ISSUER YES FOR FOR
PROPOSAL #1.9: ELECT DIRECTOR WILLIAM R. KLESSE ISSUER YES FOR FOR
PROPOSAL #1.10: ELECT DIRECTOR AVEDICK B. POLADIAN ISSUER YES FOR FOR
PROPOSAL #1.11: ELECT DIRECTOR ELISSE B. WALTER ISSUER YES FOR FOR
PROPOSAL #2: REMOVE AGE RESTRICTION FOR DIRECTORS 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 ISSUER YES FOR FOR
PROPOSAL #5: SEPARATE THE ROLES OF THE CHAIRMAN OF ISSUER YES FOR FOR
THE BOARD AND THE CHIEF EXECUTIVE OFFICER
PROPOSAL #6: RATIFY AUDITORS ISSUER YES FOR FOR
PROPOSAL #7: STOCK RETENTION/HOLDING PERIOD SHAREHOLDER YES AGAINST FOR
PROPOSAL #8: REVIEW AND ASSESS MEMBERSHIP OF LOBBYING SHAREHOLDER YES ABSTAIN AGAINST
ORGANIZATIONS
PROPOSAL #9: REPORT ON MANAGEMENT OF HYDRAULIC SHAREHOLDER YES ABSTAIN AGAINST
FRACTURING RISKS AND OPPORTUNITIES
PROPOSAL #10: REPORT ON METHANE EMISSIONS MANAGEMENT SHAREHOLDER YES ABSTAIN AGAINST
AND REDUCTION TARGETS
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Omnicom Group Inc.
TICKER: OMC CUSIP: 681919106
MEETING DATE: 5/20/2014 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR JOHN D. WREN ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR BRUCE CRAWFORD ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR ALAN R. BATKIN ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR MARY C. CHOKSI ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT DIRECTOR ROBERT CHARLES CLARK ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT DIRECTOR LEONARD S. COLEMAN, JR. ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT DIRECTOR ERROL M. COOK ISSUER YES FOR FOR
PROPOSAL #1.8: ELECT DIRECTOR SUSAN S. DENISON ISSUER YES FOR FOR
PROPOSAL #1.9: ELECT DIRECTOR MICHAEL A. HENNING ISSUER YES FOR FOR
PROPOSAL #1.10: ELECT DIRECTOR JOHN R. MURPHY ISSUER YES FOR FOR
PROPOSAL #1.11: ELECT DIRECTOR JOHN R. PURCELL ISSUER YES FOR FOR
PROPOSAL #1.12: ELECT DIRECTOR LINDA JOHNSON RICE ISSUER YES FOR FOR
PROPOSAL #1.13: ELECT DIRECTOR GARY L. ROUBOS 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: Oracle Corporation
TICKER: ORCL CUSIP: 68389X105
MEETING DATE: 10/31/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR JEFFREY S. BERG ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR H. RAYMOND BINGHAM ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR MICHAEL J. BOSKIN ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR SAFRA A. CATZ ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT DIRECTOR BRUCE R. CHIZEN ISSUER YES WITHHOLD AGAINST
PROPOSAL #1.6: ELECT DIRECTOR GEORGE H. CONRADES ISSUER YES WITHHOLD AGAINST
PROPOSAL #1.7: ELECT DIRECTOR LAWRENCE J. ELLISON ISSUER YES FOR FOR
PROPOSAL #1.8: ELECT DIRECTOR HECTOR GARCIA-MOLINA ISSUER YES FOR FOR
PROPOSAL #1.9: ELECT DIRECTOR JEFFREY O. HENLEY ISSUER YES FOR FOR
PROPOSAL #1.10: ELECT DIRECTOR MARK V. HURD ISSUER YES FOR FOR
PROPOSAL #1.11: ELECT DIRECTOR NAOMI O. SELIGMAN ISSUER YES WITHHOLD AGAINST
PROPOSAL #2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES AGAINST AGAINST
OFFICERS' COMPENSATION
PROPOSAL #3: AMEND OMNIBUS STOCK PLAN ISSUER YES FOR FOR
PROPOSAL #4: RATIFY AUDITORS ISSUER YES FOR FOR
PROPOSAL #5: ESTABLISH HUMAN RIGHTS COMMITTEE SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #6: REQUIRE INDEPENDENT BOARD CHAIRMAN SHAREHOLDER YES AGAINST FOR
PROPOSAL #7: PROVIDE VOTE COUNTING TO EXCLUDE SHAREHOLDER YES AGAINST FOR
ABSTENTIONS
PROPOSAL #8: ADOPT MULTIPLE PERFORMANCE METRICS UNDER SHAREHOLDER YES AGAINST FOR
EXECUTIVE INCENTIVE PLANS
PROPOSAL #9: REQUIRE SHAREHOLDER APPROVAL OF SHAREHOLDER YES AGAINST FOR
QUANTIFIABLE PERFORMANCE METRICS
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Pfizer Inc.
TICKER: PFE CUSIP: 717081103
MEETING DATE: 4/24/2014 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 W. DON CORNWELL ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR FRANCES D. FERGUSSON ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR HELEN H. HOBBS ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT DIRECTOR CONSTANCE J. HORNER ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT DIRECTOR JAMES M. KILTS ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT DIRECTOR GEORGE A. LORCH ISSUER YES FOR FOR
PROPOSAL #1.8: ELECT DIRECTOR SHANTANU NARAYEN ISSUER YES FOR FOR
PROPOSAL #1.9: ELECT DIRECTOR SUZANNE NORA JOHNSON ISSUER YES FOR FOR
PROPOSAL #1.10: ELECT DIRECTOR IAN C. READ ISSUER YES FOR FOR
PROPOSAL #1.11: ELECT DIRECTOR STEPHEN W. SANGER ISSUER YES FOR FOR
PROPOSAL #1.12: 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: APPROVE OMNIBUS STOCK PLAN ISSUER YES FOR FOR
PROPOSAL #5: REQUIRE SHAREHOLDER VOTE TO APPROVE SHAREHOLDER YES AGAINST FOR
POLITICAL CONTRIBUTIONS POLICY
PROPOSAL #6: REVIEW AND ASSESS MEMBERSHIP OF LOBBYING SHAREHOLDER YES AGAINST FOR
ORGANIZATIONS
PROPOSAL #7: PROVIDE RIGHT TO ACT BY WRITTEN CONSENT SHAREHOLDER YES AGAINST FOR
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Praxair, Inc.
TICKER: PX CUSIP: 74005P104
MEETING DATE: 4/22/2014 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR STEPHEN F. ANGEL ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR OSCAR BERNARDES ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR NANCE K. DICCIANI ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR EDWARD G. GALANTE ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT DIRECTOR CLAIRE W. GARGALLI ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT DIRECTOR IRA D. HALL ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT DIRECTOR RAYMOND W. LEBOEUF ISSUER YES FOR FOR
PROPOSAL #1.8: ELECT DIRECTOR LARRY D. MCVAY ISSUER YES FOR FOR
PROPOSAL #1.9: ELECT DIRECTOR DENISE L. RAMOS ISSUER YES FOR FOR
PROPOSAL #1.10: ELECT DIRECTOR WAYNE T. SMITH ISSUER YES FOR FOR
PROPOSAL #1.11: ELECT DIRECTOR ROBERT L. WOOD ISSUER YES FOR FOR
PROPOSAL #2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #3: AMEND OMNIBUS STOCK PLAN ISSUER YES FOR FOR
PROPOSAL #4: RATIFY AUDITORS ISSUER YES FOR FOR
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Public Storage
TICKER: PSA CUSIP: 74460D109
MEETING DATE: 5/1/2014 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR RONALD L. HAVNER, JR. ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR TAMARA HUGHES GUSTAVSON ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR URI P. HARKHAM ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR B. WAYNE HUGHES, JR. ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT DIRECTOR AVEDICK B. POLADIAN ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT DIRECTOR GARY E. PRUITT ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT DIRECTOR RONALD P. SPOGLI ISSUER YES FOR FOR
PROPOSAL #1.8: ELECT DIRECTOR DANIEL C. STATON 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
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Teva Pharmaceutical Industries Ltd.
TICKER: TEVA CUSIP: 881624209
MEETING DATE: 8/27/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1a: REELECT MOSHE MANY AS DIRECTOR UNTIL ISSUER YES FOR FOR
THE END OF THE 2016 GENERAL MEETING
PROPOSAL #1b: REELECT ARIE BELLDEGRUN AS DIRECTOR ISSUER YES FOR FOR
UNTIL THE END OF THE 2016 GENERAL MEETING
PROPOSAL #1c: REELECT AMIR ELSTEIN AS DIRECTOR UNTIL ISSUER YES FOR FOR
THE END OF THE 2016 GENERAL MEETING
PROPOSAL #1d: REELECT YITZHAK PETERBURG AS DIRECTOR ISSUER YES FOR FOR
UNTIL THE END OF THE 2016 GENERAL MEETING
PROPOSAL #2a: APPROVE CASH BONUS OF USD 1,203,125 TO ISSUER YES FOR FOR
JEREMY LEVIN, PRESIDENT AND CEO
PROPOSAL #2a.1: VOTE YES IF YOU HAVE A PERSONAL ISSUER YES AGAINST N/A
INTEREST IN ITEM 2A; OTHERWISE, VOTE NO. YOU MAY NOT
ABSTAIN. IF YOU VOTE YES, PLEASE PROVIDE AN
EXPLANATION TO YOUR ACCOUNT MANAGER.
PROPOSAL #2b: APPROVAL OF BONUS OBJECTIVES AND PAYOUT ISSUER YES FOR FOR
TERMS FOR 2013 FOR JEREMY LEVIN, PRESIDENT AND CEO
PROPOSAL #2b.1: VOTE YES IF YOU HAVE A PERSONAL ISSUER YES AGAINST N/A
INTEREST IN ITEM 2B; OTHERWISE, VOTE NO. YOU MAY NOT
ABSTAIN. IF YOU VOTE YES, PLEASE PROVIDE AN
EXPLANATION TO YOUR ACCOUNT MANAGER.
PROPOSAL #3: APPROVE COMPENSATION POLICY FOR THE ISSUER YES FOR FOR
DIRECTORS AND OFFICERS OF THE COMPANY
PROPOSAL #3.a: VOTE YES IF YOU HAVE A PERSONAL ISSUER YES AGAINST N/A
INTEREST IN ITEM 3; OTHERWISE, VOTE NO. YOU MAY NOT
ABSTAIN. IF YOU VOTE YES, PLEASE PROVIDE AN
EXPLANATION TO YOUR ACCOUNT MANAGER.
PROPOSAL #4: APPROVE DIVIDEND FOR FIRST AND SECOND ISSUER YES FOR FOR
QUARTERS OF 2012, PAID IN TWO INSTALLMENTS IN AN
AGGREGATE AMOUNT OF NIS 2.00 (USD 0.51) PER ORDINARY
SHARE
PROPOSAL #5: APPOINT KESSELMAN AND KESSELMAN (MEMBER ISSUER YES FOR FOR
OF PRICEWATERHOUSECOOPERS INTERNATIONAL LTD.) AS
EXTERNAL AUDITORS UNTIL THE 2014 GENERAL MEETING
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: The Chubb Corporation
TICKER: CB CUSIP: 171232101
MEETING DATE: 4/29/2014 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1a: ELECT DIRECTOR ZOE BAIRD BUDINGER ISSUER YES FOR FOR
PROPOSAL #1b: ELECT DIRECTOR SHEILA P. BURKE ISSUER YES FOR FOR
PROPOSAL #1c: ELECT DIRECTOR JAMES I. CASH, JR. ISSUER YES FOR FOR
PROPOSAL #1d: ELECT DIRECTOR JOHN D. FINNEGAN ISSUER YES FOR FOR
PROPOSAL #1e: ELECT DIRECTOR TIMOTHY P. FLYNN ISSUER YES FOR FOR
PROPOSAL #1f: ELECT DIRECTOR KAREN M. HOGUET ISSUER YES FOR FOR
PROPOSAL #1g: ELECT DIRECTOR LAWRENCE W. KELLNER ISSUER YES FOR FOR
PROPOSAL #1h: ELECT DIRECTOR MARTIN G. MCGUINN ISSUER YES FOR FOR
PROPOSAL #1i: ELECT DIRECTOR LAWRENCE M. SMALL ISSUER YES FOR FOR
PROPOSAL #1j: ELECT DIRECTOR JESS SODERBERG ISSUER YES FOR FOR
PROPOSAL #1k: ELECT DIRECTOR DANIEL E. SOMERS ISSUER YES FOR FOR
PROPOSAL #1l: ELECT DIRECTOR WILLIAM C. WELDON ISSUER YES FOR FOR
PROPOSAL #1m: ELECT DIRECTOR JAMES M. ZIMMERMAN ISSUER YES FOR FOR
PROPOSAL #1n: ELECT DIRECTOR ALFRED W. ZOLLAR 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
PROPOSAL #5: REPORT ON SUSTAINABILITY SHAREHOLDER YES AGAINST FOR
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: The Coca-Cola Company
TICKER: KO CUSIP: 191216100
MEETING DATE: 4/23/2014 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR HERBERT A. ALLEN ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR RONALD W. ALLEN ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR ANA BOTIN ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR HOWARD G. BUFFETT ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT DIRECTOR RICHARD M. DALEY ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT DIRECTOR BARRY DILLER ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT DIRECTOR HELENE D. GAYLE ISSUER YES FOR FOR
PROPOSAL #1.8: ELECT DIRECTOR EVAN G. GREENBERG ISSUER YES FOR FOR
PROPOSAL #1.9: ELECT DIRECTOR ALEXIS M. HERMAN ISSUER YES FOR FOR
PROPOSAL #1.10: ELECT DIRECTOR MUHTAR KENT ISSUER YES FOR FOR
PROPOSAL #1.11: ELECT DIRECTOR ROBERT A. KOTICK ISSUER YES FOR FOR
PROPOSAL #1.12: ELECT DIRECTOR MARIA ELENA LAGOMASINO ISSUER YES FOR FOR
PROPOSAL #1.13: ELECT DIRECTOR SAM NUNN ISSUER YES FOR FOR
PROPOSAL #1.14: ELECT DIRECTOR JAMES D. ROBINSON, III ISSUER YES FOR FOR
PROPOSAL #1.15: ELECT DIRECTOR PETER V. UEBERROTH 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: REQUIRE INDEPENDENT BOARD CHAIRMAN SHAREHOLDER YES AGAINST FOR
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: The PNC Financial Services Group, Inc.
TICKER: PNC CUSIP: 693475105
MEETING DATE: 4/22/2014 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR RICHARD O. BERNDT ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR CHARLES E. BUNCH ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR PAUL W. CHELLGREN ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR WILLIAM S. DEMCHAK ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT DIRECTOR ANDREW T. FELDSTEIN ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT DIRECTOR KAY COLES JAMES ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT DIRECTOR RICHARD B. KELSON ISSUER YES FOR FOR
PROPOSAL #1.8: ELECT DIRECTOR ANTHONY A. MASSARO ISSUER YES FOR FOR
PROPOSAL #1.9: ELECT DIRECTOR JANE G. PEPPER ISSUER YES FOR FOR
PROPOSAL #1.10: ELECT DIRECTOR DONALD J. SHEPARD ISSUER YES FOR FOR
PROPOSAL #1.11: ELECT DIRECTOR LORENE K. STEFFES ISSUER YES FOR FOR
PROPOSAL #1.12: ELECT DIRECTOR DENNIS F. STRIGL ISSUER YES FOR FOR
PROPOSAL #1.13: ELECT DIRECTOR THOMAS J. USHER ISSUER YES FOR FOR
PROPOSAL #1.14: ELECT DIRECTOR GEORGE H. WALLS, JR. ISSUER YES FOR FOR
PROPOSAL #1.15: ELECT DIRECTOR HELGE H. WEHMEIER 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 CLIMATE CHANGE FINANCING RISK SHAREHOLDER YES AGAINST FOR
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: The Procter & Gamble Company
TICKER: PG CUSIP: 742718109
MEETING DATE: 10/8/2013 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1a: ELECT DIRECTOR ANGELA F. BRALY ISSUER YES FOR FOR
PROPOSAL #1b: ELECT DIRECTOR KENNETH I. CHENAULT ISSUER YES FOR FOR
PROPOSAL #1c: ELECT DIRECTOR SCOTT D. COOK ISSUER YES FOR FOR
PROPOSAL #1d: ELECT DIRECTOR SUSAN DESMOND-HELLMANN ISSUER YES FOR FOR
PROPOSAL #1e: ELECT DIRECTOR A.G. LAFLEY ISSUER YES FOR FOR
PROPOSAL #1f: ELECT DIRECTOR TERRY J. LUNDGREN ISSUER YES FOR FOR
PROPOSAL #1g: ELECT DIRECTOR W. JAMES MCNERNEY, JR. ISSUER YES FOR FOR
PROPOSAL #1h: ELECT DIRECTOR MARGARET C. WHITMAN ISSUER YES FOR FOR
PROPOSAL #1i: ELECT DIRECTOR MARY AGNES WILDEROTTER ISSUER YES FOR FOR
PROPOSAL #1j: ELECT DIRECTOR PATRICIA A. WOERTZ ISSUER YES FOR FOR
PROPOSAL #1k: ELECT DIRECTOR ERNESTO ZEDILLO ISSUER YES FOR FOR
PROPOSAL #2: RATIFY AUDITORS ISSUER YES FOR FOR
PROPOSAL #3: REDUCE SUPERMAJORITY VOTE REQUIREMENT ISSUER YES FOR FOR
PROPOSAL #4: APPROVE NON-EMPLOYEE DIRECTOR OMNIBUS ISSUER YES FOR FOR
STOCK PLAN
PROPOSAL #5: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: The TJX Companies, Inc.
TICKER: TJX CUSIP: 872540109
MEETING DATE: 6/10/2014 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR ZEIN ABDALLA ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR JOSE B. ALVAREZ ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR ALAN M. BENNETT ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR BERNARD CAMMARATA ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT DIRECTOR DAVID T. CHING ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT DIRECTOR MICHAEL F. HINES ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT DIRECTOR AMY B. LANE ISSUER YES FOR FOR
PROPOSAL #1.8: ELECT DIRECTOR CAROL MEYROWITZ ISSUER YES FOR FOR
PROPOSAL #1.9: ELECT DIRECTOR JOHN F. O'BRIEN ISSUER YES FOR FOR
PROPOSAL #1.10: ELECT DIRECTOR WILLOW B. SHIRE 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: The Walt Disney Company
TICKER: DIS CUSIP: 254687106
MEETING DATE: 3/18/2014 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1a: ELECT DIRECTOR SUSAN E. ARNOLD ISSUER YES FOR FOR
PROPOSAL #1b: ELECT DIRECTOR JOHN S. CHEN ISSUER YES FOR FOR
PROPOSAL #1c: ELECT DIRECTOR JACK DORSEY ISSUER YES FOR FOR
PROPOSAL #1d: ELECT DIRECTOR ROBERT A. IGER ISSUER YES FOR FOR
PROPOSAL #1e: ELECT DIRECTOR FRED H. LANGHAMMER ISSUER YES FOR FOR
PROPOSAL #1f: ELECT DIRECTOR AYLWIN B. LEWIS ISSUER YES FOR FOR
PROPOSAL #1g: ELECT DIRECTOR MONICA C. LOZANO ISSUER YES FOR FOR
PROPOSAL #1h: ELECT DIRECTOR ROBERT W. MATSCHULLAT ISSUER YES FOR FOR
PROPOSAL #1i: ELECT DIRECTOR SHERYL K. SANDBERG ISSUER YES FOR FOR
PROPOSAL #1j: ELECT DIRECTOR ORIN C. SMITH 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 CALL SPECIAL MEETING ISSUER YES FOR FOR
PROPOSAL #5: ADOPT PROXY ACCESS RIGHT SHAREHOLDER YES AGAINST FOR
PROPOSAL #6: PRO-RATA VESTING OF EQUITY AWARDS SHAREHOLDER YES AGAINST FOR
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ISSUER: United Parcel Service, Inc.
TICKER: UPS CUSIP: 911312106
MEETING DATE: 5/8/2014 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1a: ELECT DIRECTOR F. DUANE ACKERMAN ISSUER YES FOR FOR
PROPOSAL #1b: ELECT DIRECTOR RODNEY C. ADKINS ISSUER YES FOR FOR
PROPOSAL #1c: ELECT DIRECTOR MICHAEL J. BURNS ISSUER YES FOR FOR
PROPOSAL #1d: ELECT DIRECTOR D. SCOTT DAVIS ISSUER YES FOR FOR
PROPOSAL #1e: ELECT DIRECTOR STUART E. EIZENSTAT ISSUER YES FOR FOR
PROPOSAL #1f: ELECT DIRECTOR MICHAEL L. ESKEW ISSUER YES FOR FOR
PROPOSAL #1g: ELECT DIRECTOR WILLIAM R. JOHNSON ISSUER YES FOR FOR
PROPOSAL #1h: ELECT DIRECTOR CANDACE KENDLE ISSUER YES FOR FOR
PROPOSAL #1i: ELECT DIRECTOR ANN M. LIVERMORE ISSUER YES FOR FOR
PROPOSAL #1j: ELECT DIRECTOR RUDY H.P. MARKHAM ISSUER YES FOR FOR
PROPOSAL #1k: ELECT DIRECTOR CLARK T. "SANDY" RANDT, ISSUER YES FOR FOR
JR.
PROPOSAL #1l: ELECT DIRECTOR CAROL B. TOME ISSUER YES FOR FOR
PROPOSAL #1m: ELECT DIRECTOR KEVIN M. WARSH 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
PROPOSAL #5: APPROVE RECAPITALIZATION PLAN FOR ALL SHAREHOLDER YES FOR AGAINST
STOCK TO HAVE ONE-VOTE PER SHARE
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ISSUER: United Technologies Corporation
TICKER: UTX CUSIP: 913017109
MEETING DATE: 4/28/2014 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1a: ELECT DIRECTOR LOUIS R. CHENEVERT ISSUER YES FOR FOR
PROPOSAL #1b: ELECT DIRECTOR JOHN V. FARACI ISSUER YES FOR FOR
PROPOSAL #1c: ELECT DIRECTOR JEAN-PIERRE GARNIER ISSUER YES FOR FOR
PROPOSAL #1d: ELECT DIRECTOR JAMIE S. GORELICK ISSUER YES FOR FOR
PROPOSAL #1e: ELECT DIRECTOR EDWARD A. KANGAS ISSUER YES FOR FOR
PROPOSAL #1f: ELECT DIRECTOR ELLEN J. KULLMAN ISSUER YES FOR FOR
PROPOSAL #1g: ELECT DIRECTOR MARSHALL O. LARSEN ISSUER YES FOR FOR
PROPOSAL #1h: ELECT DIRECTOR HAROLD MCGRAW, III ISSUER YES FOR FOR
PROPOSAL #1i: ELECT DIRECTOR RICHARD B. MYERS ISSUER YES FOR FOR
PROPOSAL #1j: ELECT DIRECTOR H. PATRICK SWYGERT ISSUER YES FOR FOR
PROPOSAL #1k: ELECT DIRECTOR ANDRE VILLENEUVE ISSUER YES FOR FOR
PROPOSAL #1l: ELECT DIRECTOR CHRISTINE TODD WHITMAN 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
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ISSUER: UnitedHealth Group Incorporated
TICKER: UNH CUSIP: 91324P102
MEETING DATE: 6/2/2014 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 DIRECTO 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: PROVIDE FOR CUMULATIVE VOTING SHAREHOLDER YES AGAINST FOR
PROPOSAL #5: REPORT ON LOBBYING PAYMENTS AND POLICY SHAREHOLDER YES ABSTAIN AGAINST
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ISSUER: Wal-Mart Stores, Inc.
TICKER: WMT CUSIP: 931142103
MEETING DATE: 6/6/2014 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1a: ELECT DIRECTOR AIDA M. ALVAREZ ISSUER YES FOR FOR
PROPOSAL #1b: ELECT DIRECTOR JAMES I. CASH, JR. ISSUER YES FOR FOR
PROPOSAL #1c: ELECT DIRECTOR ROGER C. CORBETT ISSUER YES FOR FOR
PROPOSAL #1d: ELECT DIRECTOR PAMELA J. CRAIG ISSUER YES FOR FOR
PROPOSAL #1e: ELECT DIRECTOR DOUGLAS N. DAFT ISSUER YES FOR FOR
PROPOSAL #1f: ELECT DIRECTOR MICHAEL T. DUKE ISSUER YES FOR FOR
PROPOSAL #1g: ELECT DIRECTOR TIMOTHY P. FLYNN ISSUER YES FOR FOR
PROPOSAL #1h: ELECT DIRECTOR MARISSA A. MAYER ISSUER YES FOR FOR
PROPOSAL #1i: ELECT DIRECTOR C. DOUGLAS MCMILLON ISSUER YES FOR FOR
PROPOSAL #1j: ELECT DIRECTOR GREGORY B. PENNER ISSUER YES FOR FOR
PROPOSAL #1k: ELECT DIRECTOR STEVEN S REINEMUND ISSUER YES FOR FOR
PROPOSAL #1l: ELECT DIRECTOR JIM C. WALTON ISSUER YES FOR FOR
PROPOSAL #1m: ELECT DIRECTOR S. ROBSON WALTON ISSUER YES FOR FOR
PROPOSAL #1n: ELECT DIRECTOR LINDA S. WOLF 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: REQUIRE INDEPENDENT BOARD CHAIRMAN SHAREHOLDER YES AGAINST FOR
PROPOSAL #5: DISCLOSURE OF RECOUPMENT ACTIVITY FROM SHAREHOLDER YES AGAINST FOR
SENIOR OFFICERS
PROPOSAL #6: REPORT ON LOBBYING PAYMENTS AND POLICY SHAREHOLDER YES ABSTAIN AGAINST
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ISSUER: Wells Fargo & Company
TICKER: WFC CUSIP: 949746101
MEETING DATE: 4/29/2014 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1a: ELECT DIRECTOR JOHN D. BAKER, II ISSUER YES �� FOR FOR
PROPOSAL #1b: ELECT DIRECTOR ELAINE L. CHAO ISSUER YES FOR FOR
PROPOSAL #1c: ELECT DIRECTOR JOHN S. CHEN ISSUER YES FOR FOR
PROPOSAL #1d: ELECT DIRECTOR LLOYD H. DEAN ISSUER YES FOR FOR
PROPOSAL #1e: ELECT DIRECTOR SUSAN E. ENGEL ISSUER YES FOR FOR
PROPOSAL #1f: ELECT DIRECTOR ENRIQUE HERNANDEZ, JR. ISSUER YES FOR FOR
PROPOSAL #1g: ELECT DIRECTOR DONALD M. JAMES ISSUER YES FOR FOR
PROPOSAL #1h: ELECT DIRECTOR CYNTHIA H. MILLIGAN ISSUER YES FOR FOR
PROPOSAL #1i: ELECT DIRECTOR FEDERICO F. PENA ISSUER YES FOR FOR
PROPOSAL #1j: ELECT DIRECTOR JAMES H. QUIGLEY ISSUER YES FOR FOR
PROPOSAL #1k: ELECT DIRECTOR JUDITH M. RUNSTAD ISSUER YES FOR FOR
PROPOSAL #1l: ELECT DIRECTOR STEPHEN W. SANGER ISSUER YES FOR FOR
PROPOSAL #1m: ELECT DIRECTOR JOHN G. STUMPF ISSUER YES FOR FOR
PROPOSAL #1n: ELECT DIRECTOR SUSAN G. SWENSON 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: REQUIRE INDEPENDENT BOARD CHAIRMAN SHAREHOLDER YES AGAINST FOR
PROPOSAL #5: REVIEW FAIR HOUSING AND FAIR LENDING SHAREHOLDER YES ABSTAIN AGAINST
COMPLIANCE
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 28, 2014
*By: /s/Heidi Stam
Heidi Stam, pursuant to a Power of Attorney filed on April 22, 2014,
see File Number 2-17620. Incorporated by Reference.
