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: 811-3919
NAME OF REGISTRANT: VANGUARD STAR 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: OCTOBER 31
DATE OF REPORTING PERIOD: JULY 1, 2008 - JUNE 30, 2009
FUND: VANGUARD INSTITUTIONAL DEVELOPED MARKETS INDEX FUND
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ASCENDAS REAL ESTATE INVESTMENT TRUST
TICKER: N/A CUSIP: Y0205X103
MEETING DATE: 6/30/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Approve the issue of new units in A- ISSUER YES FOR FOR
REIT [Units] and/or convertible securities or other
instruments [including but not limited to warrants]
which may be convertible into Units [Convertible
Securities] for the 12 month period from 30 JUN 2009,
being the date of the meeting of the unitholders of
A-REIT [Unitholders] held on 30 JUN 2009 [the
Unitholders' Meeting], to 30 JUN 2010, such that the
number of new Units issued [and/or Units into which
the convertible securities may be converted] does not
exceed 50.0% of the number of Units in issue as at
30 JUN 2009, being the date of the Unitholders'
Meeting [the Base Figure], of which the aggregate
number of new units issued [and/or Units into which
the convertible securities may be converted], where
the Units and/or convertible securities are issued
other than on a pro rata basis to existing
unitholders, must not be more than 20.0% of the base
figure [the General Mandate]; pursuant to the general
mandate, Ascendas Funds Management's Limited, as
Manager of A-REIT [the Manager], may issue units
arising from the conversion of the convertible
securities notwithstanding that the general mandate
may have ceased to be in force at the time the units
are to be issued; where the terms of the issue of the
convertible securities provide for adjustment to the
number of convertible securities in the event of
rights, bonus or other capitalization issues or any
other events, the Manager may issue additional
convertible securities notwithstanding that the
general mandate may have ceased to be in force at the
time the convertible securities are issued; and
authorize the Manager, any Director of the Manager
[the Director] and HSBC Institutional Trust Services
[Singapore] Limited, as Trustee of A-REIT [the
Trustee] to complete and do all such acts and things
[including executing all such documents as may be
required] as the Manager, such Director or, as the
case may be, the Trustee may consider expedient or
necessary or in the interests of A-REIT to give
PROPOSAL #E.2: Approve to supplement the Trust deed ISSUER YES FOR FOR
dated 09 OCT 2002 constituting A-REIT [as amended]
with the Issue Price Supplement for the purpose of
allowing the Manager to issue Units at the VWAP for
the period of between 10 Business Days to 30 Business
Days if the Manager reasonably believes that the
VWAP for the period of 10 Business Days immediately
preceding the date of issue of the Units does not
provide a fair reflection of the market price of a
Unit and a longer VWAP period will better reflect the
fair market price of the Unit in the manner as
specified; and authorize the Manager, any Director
and the Trustee to complete and do all such acts and
things [including executing all such documents as may
be required] as the Manager, such Director or, as
the case may be, the Trustee may consider expedient
or necessary or in the interests of A-REIT to give
effect to the Issue Price Supplement
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BANCA MONTE DEI PASCHI DI SIENA SPA, SIENA
TICKER: N/A CUSIP: T1188A116
MEETING DATE: 6/25/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #E.1: Approve the surveillance dispositions ISSUER NO N/A N/A
regarding organization and corporate governance of
the banks, amendments of Articles 13, 15, 17, 23 and
26 of the bylaws
PROPOSAL #O.1: Approve the surveillance dispositions ISSUER NO N/A N/A
regarding organization and corporate governance of
the banks, approval of remuneration mechanisms in
favour of the Directors, the employees and the
collaborators not bound by relations of a subordinate
PROPOSAL #O.2: Approve the determination of the ISSUER NO N/A N/A
Chairman of the Board of Directors remuneration, in
accordance with the third paragraph of article 27 of
the bylaws
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: EFG EUROBANK ERGASIAS SA
TICKER: N/A CUSIP: X1898P101
MEETING DATE: 6/30/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Approve to issue of a callable ISSUER NO N/A N/A
convertible bond up to EUR 500 million for private
placement, foregoing pre-emption rights to the
existing shareholders
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: INDRA SISTEMAS SA, MADRID
TICKER: N/A CUSIP: E6271Z155
MEETING DATE: 6/25/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Examination and approval of the annual ISSUER YES FOR FOR
accounts and management report [including the
formation in Article 116 BIS of the Spanish Stock
Market Law and the annual corporate governance
report] of Indra Sistemas, S.A. and its Consolidated
Group, corresponding to the FY closed on 31 DEC 2008,
as well as the proposal for the allocation of results
PROPOSAL #2.: Approval of the Management by the Board ISSUER YES FOR FOR
of Directors
PROPOSAL #3.: Approval as merger balance of the ISSUER YES FOR FOR
balance sheet approved in the first point of the
agenda, approval of the merger of Euro Quality, S.L.
[Sole Shareholder Company], as absorbed Company, and
Indra Sistemas SA. as absorbing Company, in
accordance with the Merger Project approved by their
respective administration bodies, approval of
submitting the merger to the tax neutral regime
regulated in the Spanish Corporation Tax Act
PROPOSAL #4.1: To ratify the appointment as the ISSUER YES FOR FOR
Director by Cooptation of Salvador Gabarro Serra,
agreed by the Board of Directors on 26 MAR 2009 and
to appoint him for a statutory three year period and
with the condition od proprietary Director
representing the share interest of Union Fenosa
Personal date of Mr. Gabarro will be provided in the
resolution for the purpose of his recording in the
PROPOSAL #4.2: To ratify the appointment as the ISSUER YES FOR FOR
Director by Cooptation of Rafael Villaseca, agreed by
the Board of Directors on 14 MAY 2009 and to appoint
him for a statutory three year period and with the
condition od proprietary Director representing the
share interest of Union Fenosa. Personal data of Mr.
Villaseca will be provided in the resolution for the
purpose of his recording in the Commercial registry
PROPOSAL #4.3: To approve the dismissal of Pedro ISSUER YES FOR FOR
Ramon Y Cajal with his express consent, Mr. Ramon Y
Cajal ends his office in application of the rotation
criteria for the Independent Directors approved by
the Board, leaving expressly stated in the minutes
the thanks of the Board for the performance in his
functions during the period of his mandate
PROPOSAL #4.4: To appoint Daniel Garcia -Pita Peman ISSUER YES FOR FOR
as the Director of the Company for the statutory
period of 3 years and with the condition of
Independent Director, personal data of the candidate
will be provided in the resolution for the purpose of
his recording in the Commercial Registry
PROPOSAL #5.: Authorization of the Board of Directors ISSUER YES FOR FOR
to acquire treasury stock, directly or through
Subsidiary Companies
PROPOSAL #6.: Appointment of the Auditors for the ISSUER YES FOR FOR
individual and consolidated annual accounts and
management reports of the 2009 FY
PROPOSAL #7.: Authorization for notarization and ISSUER YES FOR FOR
public filling
PROPOSAL #8.: Annual report on compensation of the ISSUER YES FOR FOR
Directors and the Senior Management
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: OLAM INTERNATIONAL LTD, SINGAPORE
TICKER: N/A CUSIP: Y6421B106
MEETING DATE: 6/29/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Authorize the Directors or any of them ISSUER YES FOR FOR
to: a) allot and issue an aggregate of 273,459,000
subscription shares by way of a private placement to
the Investors at an issue price of SGD 1.60 per
subscription share, pursuant to the terms and subject
to the conditions of the Subscription Agreement [the
Proposed Subscription]; and b) complete and do all
such acts and things, including without limitation,
to execute all such documents and to approve any
amendments, alteration or modification to any
documents as they may consider necessary, desirable
or expedient to give full effect to the Proposed
Subscription and this Resolution
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: PCCW LTD
TICKER: N/A CUSIP: Y6802P120
MEETING DATE: 6/26/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Receive and adopt the audited financial ISSUER YES FOR FOR
statements of the Company and the reports of the
Directors and the Independent Auditors for the YE 31
DEC 2008
PROPOSAL #2.a: Re-elect Mr. Chung Cho Yee, Mico as a ISSUER YES FOR FOR
Director
PROPOSAL #2.b: Re-elect Mr. Lee Chi Hong, Robert as a ISSUER YES FOR FOR
Director
PROPOSAL #2.c: Re-elect Sir David Ford as a Director ISSUER YES FOR FOR
PROPOSAL #2.d: Re-elect Mr. Lu Yimin as a Director ISSUER YES FOR FOR
PROPOSAL #2.e: Re-elect Sir Roger Lobo as a Director ISSUER YES FOR FOR
PROPOSAL #2.f: Authorize the Directors to fix the ISSUER YES FOR FOR
remuneration of the Directors
PROPOSAL #3.: Re-appoint Messrs. ISSUER YES FOR FOR
PricewaterhouseCoopers as the Auditor and authorize
the Directors to fix their remuneration
PROPOSAL #4.: Authorize the Directors to allot, issue ISSUER YES AGAINST AGAINST
and deal with additional shares in the capital of
the Company and to allot, issue or grant securities
convertible into such shares, options, warrants or
similar rights to subscribe for any shares in the
Company or such convertible securities and to make or
grant offers, agreements and options during and
after the end of the relevant period, not exceeding
20% of the aggregate nominal amount of the share
capital of the Company otherwise than pursuant to: i)
a rights issue [as specified]; ii) the exercise of
rights of subscription or conversion under the terms
of any warrants issued by the Company or any
securities which are convertible into shares of the
Company; iii) the exercise of the subscription rights
under any Option Scheme or similar arrangement for
the time being adopted for the grant or issue to
officers and/or employees of the Company and/or any
of its subsidiaries of shares or rights to acquire
shares of the Company; or iv) any scrip dividend or
similar arrangement providing for the allotment of
shares in lieu of the whole or part of a dividend on
shares of the Company in accordance with the Articles
of Association of the Company; [Authority expires
the earlier of the conclusion of the next AGM of the
Company or the expiration of the period within which
the next AGM of the Company is required by any
applicable law or the Articles of Association of the
Company to be held]
PROPOSAL #5.: Authorize the Directors of the Company ISSUER YES FOR FOR
to repurchase on The Stock Exchange of Hong Kong
Limited [the Stock Exchange], or any other Stock
Exchange on which the securities of the Company or
may be listed and recognized by the Securities and
Futures Commission of Hong Kong and the Stock
Exchange for such purposes, shares in the Company
including any form of depositary receipt representing
the right to receive such shares issued by the
Company and subject to and in accordance with all
applicable laws and requirements of the Rules
Governing the Listing of Securities on the Stock
Exchange or of any other stock exchange as amended
from time to time, not exceeding 10% of the aggregate
nominal amount of the share capital of the Company
in issue as at the date of passing of this
resolution; [Authority expires the earlier of the
conclusion of the next AGM of the Company or the
expiration of the period within which the next AGM of
the Company is required by any applicable law or the
Articles of Association of the Company to be held]
PROPOSAL #6.: Approve, subject to the passing of ISSUER YES AGAINST AGAINST
Resolution 5, the aggregate nominal amount of the
share capital of the Company that may be allotted,
issued and dealt with or agreed conditionally or
unconditionally to be allotted by the Directors
pursuant to and in accordance with the mandate
granted under Resolution 4 be increased and extended
by the addition of the aggregate nominal amount of
the share capital of the Company which may be
repurchased by the Company pursuant to and in
accordance with the mandate granted under Resolution
5, provided that such amount shall not exceed 10% of
the aggregate nominal amount of the issued share
capital of the Company at the date of passing this
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 STAR FUNDS
By: /s/F. William McNabb III
(Heidi Stam)
F. William McNabb III*
President, Chief Executive Officer and Trustee
Date: August 27, 2009
* By Power of Attorney. Filed on July 24, 2009, see File Number 2-88373.
Incorporated by Reference.
