UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
MANAGEMENT INVESTMENT COMPANY
Investment Company Act File Number 811-4946
THOMPSON PLUMB FUNDS, INC.
(Exact name of registrant as specified in charter)
1200 John Q. Hammons Drive
Madison, Wisconsin 53717
(Address of principal executive offices)--(Zip code)
John W. Thompson, Chairman
Thompson Plumb Funds, Inc.
1200 John Q. Hammons Drive
Madison, Wisconsin 53717
(Name and address of agent for service)
Registrant's telephone number, including area code: (608) 827-5700
Date of fiscal year end: 11/30/2008
Date of reporting period: 07/01/2007-6/30/2008
Form N-PX is to be used by a registered management investment company, other than a small business investment company registered on Form N-5 (§§ 239.24 and 274.5 of this chapter), to file reports with the Commission, not later than August 31 of each year, containing the registrant's proxy voting record for the most recent twelve-month period ended June 30, pursuant to section 30 of the Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4). The Commission may use the information provided on Form N-PX in its regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-PX, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-PX unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to the Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.
Vote Group: Growth Fund
| BED BATH & BEYOND INC. | | |
| Security | 075896100 | Meeting Type | Annual |
| Ticker Symbol | BBBY | Meeting Date | 10-Jul-2007 |
| ISIN | US0758961009 | Agenda | |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 01 | Election of Directors | Management | | |
| | 1 | WARREN EISENBERG | | For | For |
| | 2 | STANLEY F. BARSHAY | | For | For |
| | 3 | PATRICK R. GASTON | | For | For |
| | 4 | VICTORIA A. MORRISON | | For | For |
| 02 | Ratify Appointment of Independent Auditors | Management | For | For |
| 03 | Shareholder Proposal: Climate Change Report | Shareholder | Against | For |
| 04 | Shareholder Proposal: Executive Compensation Vote | Shareholder | Against | For |
| 05 | Shareholder Proposal: Product Content Report | Shareholder | Against | For |
| FLAGSTONE REINSURANCE HOLDINGS LIMITED | | |
| Security | G3529T105 | Meeting Type | Annual |
| Ticker Symbol | FSR | Meeting Date | 20-Jul-2007 |
| ISIN | BMG3529T1053 | Agenda | |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 01 | Election of Directors | Management | | |
| | 1 | DAVID A. BROWN | | For | For |
| | 2 | STEPHEN COLEY | | For | For |
| | 3 | DR. ANTHONY KNAP | | For | For |
| 02 | To Approve An Amendment to Our Bye-Laws | Management | For | For |
| 03 | To Appoint the Firm of Deloitte & Touche, Independent Auditors, to serve as our | Management | For | For |
| | Independent Auditors for the 2007 Fiscal Year until our 2008 Annual General Meeting, | | | |
| and to refer the determination of the Auditors remuneration to the Board of Directors. | | | |
| 04 | To consider and take action with respect to such other matters as may properly come | Management | For | For |
| before the Annual General Meeting or any Adjournment or Adjournments thereof. | | | |
| MEDTRONIC, INC. | | | |
| Security | 585055106 | Meeting Type | Annual |
| Ticker Symbol | MDT | Meeting Date | 23-Aug-2007 |
| ISIN | US5850551061 | Agenda | |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 01 | Election of Directors | Management | | |
| | 1 | DAVID A. CALHOUN | | For | For |
| | 2 | ARTHUR D. COLLINS, JR. | | For | For |
| | 3 | JAMES T. LENEHEN | | For | For |
| | 4 | KENDALL J. POWELL | | For | For |
| 02 | To Amend Medtronics Restated Articles of Incorporation to provide for the Annual | Management | For | For |
| Election of all Directors. | | | |
| 03 | Ratify Appointment of Independent Auditors | Management | For | For |
2
Vote Group: Growth Fund
| FLEXTRONICS INTERNATIONAL LTD. | | |
| Security | Y2537F102 | Meeting Type | Annual |
| Ticker Symbol | FLEX | Meeting Date | 27-Sep-2007 |
| ISIN | SG9999000020 | Agenda | |
| Item | Proposal | Type | Vote | For/Against |
| | | | | Management |
| 01 | To Authorize the Directors of Flextronics to allot and issue its ordinary shares pursuant | Management | For | For |
| | to the Agreement and Plan of Merger, Dated June 4, 2007, among Flextronics, Saturn | | | |
| Merger Corp. and Solectron Corporation. | | | |
| 2A | Re-election of Mr. James A. Davidson as a Director of Flextronics | Management | For | For |
| 2B | Re-election of Mr. Lip-Bu Tan as a Director of Flextronics | Management | For | For |
| 03 | Re-Appointment of Mr. Rockwell A. Schnabel as a Director of Flextronics | Management | For | For |
| 04 | Ratify Appointment of Independent Auditors | Management | For | For |
| 05 | To Approve the General Authorization for the Directors of Flextronics to allot and issue | Management | For | For |
| ordinary shares. | | | |
| 06 | To Approve the Cash Compensation Payable to Flextronics Non-Employee Directors. | Management | For | For |
| 07 | To Approve the Renewal of the Share Purchase Mandate relating to acquisitions by | Management | For | For |
| Flextronics of its own issued ordinary shares. | | | |
| 08 | To Approve an Amendment to the 2001 Equity Incentive Plan to increase the maximum | Management | For | For |
| | number of ordinary shares which may be issued as share bonuses by 5,000,000 ordinary | | | |
| shares. | | | |
| 09 | To Approve an Amendment to the 2001 Equity Incentive Plan to increase the number of | Management | For | For |
| ordinary shares reserved for issuance by 10,000,000 shares. | | | |
| THE PROCTOR & GAMBLE COMPANY | | |
| Security | 742718109 | Meeting Type | Annual |
| Ticker Symbol | PG | Meeting Date | 9-Oct-2007 |
| ISIN | US7427181091 | Agenda | |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 01 | Election of Directors | Management | | |
| | 1 | RAJAT K. GUPTA | | For | For |
| | 2 | A.G. LAFLEY | | For | For |
| | 3 | LYNN M. MARTIN | | For | For |
| | 4 | JOHNATHAN A. RODGERS | | For | For |
| | 5 | JOHN F. SMITH, JR. | | For | For |
| | 6 | RALPH SNYDERMAN, M.D. | | For | For |
| | 7 | MARGARET C. WHITMAN | | For | For |
| 02 | Ratify Appointment of the Independent Registered Accounting Firm | Management | For | For |
| 03 | Shareholder Proposal #1 - Award no future stock options | Shareholder | Against | For |
| 04 | Shareholder Proposal #2 - Report on Company Policies and Activities | Shareholder | Against | For |
| 05 | Shareholder Proposal #3 - Animal Testing | Shareholder | Against | For |
3
Vote Group: Growth Fund
| CINTAS CORPORATION | | | |
| Security | 172908105 | Meeting Type | Annual |
| Ticker Symbol | CTAS | Meeting Date | 23-Oct-2007 |
| ISIN | US1729081059 | Agenda | |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 01 | Election of Directors | Management | | |
| | 1 | GERALD S. ADOLPH | | For | For |
| | 2 | PAUL R. CARTER | | For | For |
| | 3 | GERALD V. DIRVIN | | For | For |
| | 4 | RICHARD T. FARMER | | For | For |
| | 5 | SCOTT D. FARMER | | For | For |
| | 6 | JOYCE HERGENHAN | | For | For |
| | 7 | ROGER L. HOWE | | For | For |
| | 6 | ROBERT J. KOHLHEPP | | For | For |
| | 7 | DAVID C. PHILLIPS | | For | For |
| 02 | Ratify Appointment of the Independent Registered Accounting Firm | Management | For | For |
| 03 | Shareholder Proposal to adopt a policy that the Chairman of the Board of Directors be | Shareholder | Against | For |
| | an Independent Director who has not previously served as an Executive Officer of | | | |
| Cintas. | | | | |
| 04 | Shareholder Proposal to Amend Cintas Articles of Incorporation to provide that the | Shareholder | Against | For |
| | Director Nominees be elected by the Affirmative Vote of the Majority of Votes cast at the | | | |
| Annual Meeting of Shareholders. | | | |
| MARSHALL & ILSLEY CORPORATION | | |
| Security | 571834100 | Meeting Type | Special |
| Ticker Symbol | MI | Meeting Date | 25-Oct-2007 |
| ISIN | US5718371033 | Agenda | |
| Item | Proposal | Type | Vote | For/Against |
| | | | | Management |
| 01 | Proposal to Approve and Adopt the Investment Agreement, Dated as of April 3, 2007, | Management | For | For |
| | among Marshall & Ilsley, Metavante Corporation, Metavante Holding Company, Montana | | | |
| | Merger Sub Inc., and WPM, L.P., and the transactions contemplated by the Investment | | | |
| | Agreement, including the Holding Company Merger and the new Metavante share | | | |
| issuance. | | | |
| 02 | Proposal to Approve any adjournments of the special meeting for the purpose of | Management | For | *Management |
| | soliciting additional proxies if there are not sufficient votes at the Special Meeting to | | | Position |
| | approve and adopt the Investment Agreement and the transactions contemplated by the | | | Unknown |
| | Investment Agreement, including the holding company merger and the new Metavante | | | |
| share issuance. | | | |
4
Vote Group: Growth Fund
| CARDINAL HEALTH, INC. | | | |
| Security | 14149Y108 | Meeting Type | Annual |
| Ticker Symbol | CAH | Meeting Date | 7-Nov-2007 |
| ISIN | US14149Y1082 | Agenda | |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 01 | Election of Directors | Management | | |
| | 1 | COLLEEN F. ARNOLD | | For | For |
| | 2 | R. KERRY CLARK | | For | For |
| | 3 | GEORGE H. CONRADES | | For | For |
| | 4 | CALVIN DARDEN | | For | For |
| | 5 | JOHN F. FINN | | For | For |
| | 6 | PHILIP L. FRANCIS | | For | For |
| | 7 | GREGORY B. KENNY | | For | For |
| | 6 | RICHARD C. NOTEBAERT | | For | For |
| | 7 | DAVID W. RAISBECK | | For | For |
| | 8 | ROBERT D. WALTER | | For | For |
| 02 | Ratify Appointment of the Independent Registered Accounting Firm | Management | For | For |
| 03 | Proposal to Approve Amendments to the Code of Regulations to reduce the Shareholder | Management | Against | Against |
| Supermajority Vote Requirements to a Majority Vote. | | | |
| 04 | Proposal to Adopt an Approve the 2007 Nonemployee Directors Equity Incentive Plan. | Management | For | For |
| 05 | Shareholder Proposal regarding an Annual Shareholder Advisory vote on Executive | Shareholder | For | Against |
| Compensation. | | | |
| 06 | Shareholder Proposal regarding Performance-based Stock Options. | Shareholder | For | Against |
| LINEAR TECHNOLOGY CORPORATION | | |
| Security | 535678106 | Meeting Type | Annual |
| Ticker Symbol | LLTC | Meeting Date | 7-Nov-2007 |
| ISIN | US5356781063 | Agenda | |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 01 | Election of Directors | Management | | |
| | 1 | ROBERT H. SWANSON, JR. | | For | For |
| | 2 | DAVID S. LEE | | For | For |
| | 3 | LOTHAR MAIER | | For | For |
| | 4 | RICHARD M. MOLEY | | For | For |
| | 5 | THOMAS S. VOLPE | | For | For |
| 02 | Ratify Appointment of the Independent Registered Accounting Firm | Management | For | For |
| RESMED INC | | | |
| Security | 761152107 | Meeting Type | Annual |
| Ticker Symbol | RMD | Meeting Date | 8-Nov-2007 |
| ISIN | US7611521078 | Agenda | |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 01 | Election of Directors | Management | | |
| | 1 | MICHAEL A. QUINN | | For | For |
| | 2 | RICHARD SULPIZIO | | For | For |
| 02 | Ratify Appointment of Independent Auditors | Management | For | For |
5
Vote Group: Growth Fund
| SYSCO CORPORATION | | | |
| Security | 871829107 | Meeting Type | Annual |
| Ticker Symbol | SYY | Meeting Date | 9-Nov-2007 |
| ISIN | US8718291078 | Agenda | |
| Item | Proposal | Type | Vote | For/Against |
| | | | | Management |
| 1A | To Elect Director to serve until the Annual Meeting of Stockholders in 2010: JACKIE M. | Management | For | For |
| WARD | | | |
| 1B | To Elect Director to serve until the Annual Meeting of Stockholders in 2010: MICHAEL A. | Management | For | For |
| FERNANDEZ | | | |
| 1C | To Elect Director to serve until the Annual Meeting of Stockholders in 2010: JOHN M. | Management | For | For |
| CASSADAY | | | |
| 02 | To Approve the 2007 Stock Incentive Plan | Management | For | For |
| 03 | To Approve the Amended and Restated Sysco Corporation 1974 Employees Stock | Management | For | For |
| | Purchase Plan to (A) reserve 6,000,000 additional shares of Sysco Corporation common | | | |
| | stock for issuance under such plan and (B) provide that, with respect to Sysco's foreign | | | |
| | subsidiaries, all as more fully described in the Proxy Statement. | | | |
| 04 | Ratify Appointment of the Independent Registered Accounting Firm | Management | For | For |
| MICROSOFT CORPORATION | | |
| Security | 594918104 | Meeting Type | Annual |
| Ticker Symbol | MSFT | Meeting Date | 13-Nov-2007 |
| ISIN | US5949181045 | Agenda | |
| Item | Proposal | Type | Vote | For/Against |
| | | | | Management |
| 1A | Election of Director: WILLIAM H. GATES, III | Management | For | For |
| 1B | Election of Director: STEVEN A. BALLMER | Management | For | For |
| 1C | Election of Director: JAMES I. CASH JR., PHD | Management | For | For |
| 1D | Election of Director: DINA DUBLON | Management | For | For |
| 1E | Election of Director: RAYMOND V. GILMARTIN | Management | For | For |
| 1F | Election of Director: REED HASTINGS | Management | For | For |
| 1G | Election of Director: DAVID F. MARQUARDT | Management | For | For |
| 1H | Election of Director: CHARLES H. NOSKI | Management | For | For |
| 1I | Election of Director: DR. HELMUT PANKE | Management | For | For |
| 1J | Election of Director: JON A. SHIRLEY | Management | For | For |
| 02 | Ratify Appointment of Independent Auditors | Management | For | For |
| 03 | Shareholder Proposal - Adoption of policies on Internet censorship. | Shareholder | Against | For |
6
Vote Group: Growth Fund
| CISCO SYSTEMS, INC. | | |
| Security | 17275R102 | Meeting Type | Annual |
| Ticker Symbol | CSCO | Meeting Date | 15-Nov-2007 |
| ISIN | US17275R1023 | Agenda | |
| Item | Proposal | Type | Vote | For/Against |
| | | | Management |
| 1A | Election of Director: CAROL A. BARTZ | Management | For | For |
| 1B | Election of Director: M. MICHELE BURNS | Management | For | For |
| 1C | Election of Director: MICHAEL D. CAPELLAS | Management | For | For |
| 1D | Election of Director: LARRY R. CARTER | Management | For | For |
| 1E | Election of Director: JOHN T. CHAMBERS | Management | For | For |
| 1F | Election of Director: BRIAN L. HALLA | Management | For | For |
| 1G | Election of Director: DR. JOHN L. HENNESSY | Management | For | For |
| 1H | Election of Director: RICHARD M. KOVACEVICH | Management | For | For |
| 1I | Election of Director: RODERICK C. MCGEARY | Management | For | For |
| 1J | Election of Director: MICHAEL K. POWELL | Management | For | For |
| 1K | Election of Director: STEVEN M. WEST | Management | For | For |
| 1L | Election of Director: JERRY YANG | Management | For | For |
| 02 | To Approve the Amendment and Extension of the 2005 Stock Incentive Plan. | Management | For | For |
| 03 | To Approve the Executive Incentive Plan with respect to current and future covered | Management | For | For |
| Employees and Executive Officers. | | | |
| 04 | Ratify Appointment of the Independent Registered Accounting Firm | Management | For | For |
| 05 | Proposal submitted by Shareholders requesting the Board to establish a Board | Shareholder | Against | For |
| Committee on Human Rights. | | | |
| 06 | Proposal submitted by a Shareholder requesting the Board establish a Pay-for-Superior- | Shareholder | Against | For |
| Performance standard in the Company's Executive Compensation Plan for Senior | | | |
| Executives. | | | |
| 07 | Proposal submitted by Shareholders requesting the Board to adopt a policy that | Shareholder | Against | For |
| Shareholders be given the opportunity at each Annual Meeting of Shareholders to vote | | | |
| on an Advisory Resolution to Ratify the Compensation of the named Executive Officers. | | | |
| 08 | Proposal submitted by Shareholders requesting the Board to publish a report to | Shareholder | Against | For |
| Shareholders within six months providing a summarized listing and assessment of | | | |
| concrete steps Cisco could reasonably take to reduce the likelihood that its business | | | |
| practices might enable or encourage the violation of Human Rights, as set forth in the | | | |
| accompanying Proxy Statement. | | | |
7
Vote Group: Growth Fund
| FANNIE MAE | | |
| Security | 313586109 | Meeting Type | Annual |
| Ticker Symbol | FNM | Meeting Date | 14-Dec-2007 |
| ISIN | US3135861090 | Agenda | |
| Item | Proposal | Type | Vote | For/Against |
| | | | | Management |
| 01 | Election of Directors | Management | | |
| 1 | STEPHEN B. ASHLEY | | For | For |
| 2 | DENNIS R. BERESFORD | | For | For |
| 3 | LOUIS J. FREEH | | For | For |
| 4 | BRENDA J. GAINES | | For | For |
| 5 | KAREN N. HORN, PH.D. | | For | For |
| 6 | BRIDGET A. MACASKILL | | For | For |
| 7 | DANIEL H. MUDD | | For | For |
| 8 | LESLIE RAHL | | For | For |
| 9 | JOHN C. SITES, JR. | | For | For |
| 10 | GREG C. SMITH | | For | For |
| 11 | H. PATRICK SWYGERT | | For | For |
| 12 | JOHN K. WULFF | | For | For |
| 02 | Ratify Appointment of the Independent Registered Accounting Firm | Management | For | For |
| 03 | Proposal to Approve an Amendment to the Fannie Mae Stock Compensation Plan of | Management | For | For |
| 2003. | | | |
| 04 | Proposal to require Shareholder Advisory Vote on Executive Compensation. | Shareholder | For | Against |
| 05 | Proposal to authorize Cumulative Voting. | Shareholder | For | Against |
| WALGREEN CO. | | |
| Security | 931422109 | Meeting Type | Annual |
| Ticker Symbol | WAG | Meeting Date | 9-Jan-2008 |
| ISIN | US9314221097 | Agenda | |
| Item | Proposal | Type | Vote | For/Against |
| | | | | Management |
| 01 | Election of Directors | Management | | |
| 1 | WILLIAM C. FOOTE | | For | For |
| 2 | ALAN G. MCNALLY | | For | For |
| 3 | CORDELL REED | | For | For |
| 4 | JEFFREY A. REIN | | For | For |
| 5 | NANCY M. SCHLICHTING | | For | For |
| 6 | DAVID Y. SCHWARTZ | | For | For |
| 7 | ALEJANDRO SILVA | | For | For |
| 8 | JAMES A. SKINNER | | For | For |
| 9 | MARILOU M. VON FERSTEL | | For | For |
| 10 | CHARLES R. WALGREEN III | | For | For |
| | | | |
| 02 | Ratify Appointment of the Independent Registered Accounting Firm | Management | For | For |
| 03 | Shareholder Proposal regarding reports disclosing Charitable Contributions. | Shareholder | Against | For |
| 04 | Shareholder Proposal regarding Shareholder Vote on the adoption, maintenance or | Shareholder | Against | For |
| extension of any Poison Pill. | | | |
| 05 | Shareholder Proposal that the Chairman of the Board be an Independent Director who | Shareholder | Against | For |
| has not previously served as an Executive Officer of Walgreen Co. | | | |
8
Vote Group: Growth Fund
| QUALCOMM, INCORPORATED | | |
| Security | 747525103 | Meeting Type | Annual |
| Ticker Symbol | QCOM | Meeting Date | 11-Mar-2008 |
| ISIN | US7475251036 | Agenda | 932807095 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | Management |
| 01 | Election of Directors | Management | | |
| 1 | BARBARA T. ALEXANDER | | For | For |
| 2 | DONALD G. CRUICKSHANK | | For | For |
| 3 | RAYMOND V. DITTAMORE | | For | For |
| 4 | IRWIN MARK JACOBS | | For | For |
| 5 | PAUL E. JACOBS | | For | For |
| 6 | ROBERT E. KAHN | | For | For |
| 7 | SHERRY LANSING | | For | For |
| 8 | DUANE A. NELLES | | For | For |
| 9 | MARC I. STERN | | For | For |
| 10 | BRENT SCOWCROFT | | For | For |
| 02 | Amend Stock Compensation Plan | Management | For | For |
| 03 | Ratify Appointment of Independent Auditors | Management | For | For |
| TYCO INTERNATIONAL LTD | | |
| Security | G9143X208 | Meeting Type | Annual |
| Ticker Symbol | TYC | Meeting Date | 13-Mar-2008 |
| ISIN | BMG9143X2082 | Agenda | 932809188 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | Management |
| 01 | Election of Directors | Management | | |
| 1 | DENNIS C. BLAIR | | For | For |
| 2 | EDWARD D. BREEN | | For | For |
| 3 | BRIAN DUPERREAULT | | For | For |
| 4 | BRUCE S. GORDON | | For | For |
| 5 | RAJIV L. GUPTA | | For | For |
| 6 | JOHN A. KROL | | For | For |
| 7 | BRENDAN R. O'NEILL | | For | For |
| 8 | WILLIAM S. STAVROPOULOS | | For | For |
| 9 | SANDRA S. WIJNBERG | | For | For |
| 10 | JEROME B. YORK | | For | For |
| 11 | TIMOTHY M. DONAHUE | | For | For |
| 02 | Approve Remuneration of Directors and Auditors | Management | For | For |
| 03 | Approve Charter Amendment | Management | For | For |
9
Vote Group: Growth Fund
| DISCOVER FINANCIAL SERVICES | | |
| Security | 254709108 | Meeting Type | Annual |
| Ticker Symbol | DFS | Meeting Date | 10-Apr-2008 |
| ISIN | US2547091080 | Agenda | 932820334 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | Management |
| 1A | Election of Directors (Majority Voting) | Management | For | For |
| 1B | Election of Directors (Majority Voting) | Management | For | For |
| 1C | Election of Directors (Majority Voting) | Management | For | For |
| 1D | Election of Directors (Majority Voting) | Management | For | For |
| 1E | Election of Directors (Majority Voting) | Management | For | For |
| 1F | Election of Directors (Majority Voting) | Management | For | For |
| 1G | Election of Directors (Majority Voting) | Management | For | For |
| 1H | Election of Directors (Majority Voting) | Management | For | For |
| 1I | Election of Directors (Majority Voting) | Management | For | For |
| 1J | Election of Directors (Majority Voting) | Management | For | For |
| 1K | Election of Directors (Majority Voting) | Management | For | For |
| 02 | Ratify Appointment of Independent Auditors | Management | For | For |
| FIFTH THIRD BANCORP | | |
| Security | 316773100 | Meeting Type | Annual |
| Ticker Symbol | FITB | Meeting Date | 15-Apr-2008 |
| ISIN | US3167731005 | Agenda | 932819759 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | Management |
| 01 | Election of Directors | Management | | |
| 1 | DARRYL F. ALLEN | | For | For |
| 2 | JOHN F. BARRETT | | For | For |
| 3 | U.L. BRIDGEMAN, JR. | | For | For |
| 4 | JAMES P. HACKETT | | For | For |
| 5 | GARY R. HEMINGER | | For | For |
| 6 | ALLEN M. HILL | | For | For |
| 7 | KEVIN T. KABAT | | For | For |
| 8 | ROBERT L. KOCH II | | For | For |
| 9 | M.D. LIVINGSTON, PH.D | | For | For |
| 10 | HENDRIK G. MEIJER | | For | For |
| 11 | JAMES E. ROGERS | | For | For |
| 12 | GEORGE A. SCHAEFER, JR. | | For | For |
| 13 | JOHN J. SCHIFF, JR. | | For | For |
| 14 | DUDLEY S. TAFT | | For | For |
| 15 | THOMAS W. TRAYLOR | | For | For |
| 02 | Authorize Common Stock Increase | Management | Against | Against |
| 03 | Amend Stock Compensation Plan | Management | For | For |
| 04 | Miscellaneous Corporate Governance | Management | For | For |
| 05 | Ratify Appointment of Independent Auditors | Management | For | For |
| 06 | S/H Proposal - Enhance Stock Value Via Merger/Sale | Shareholder | Against | For |
10
Vote Group: Growth Fund
| THE COCA-COLA COMPANY | | |
| Security | 191216100 | Meeting Type | Annual |
| Ticker Symbol | KO | Meeting Date | 16-Apr-2008 |
| ISIN | US1912161007 | Agenda | 932820067 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | Management |
| 1A | Election of Directors (Majority Voting) | Management | For | For |
| 1B | Election of Directors (Majority Voting) | Management | For | For |
| 1C | Election of Directors (Majority Voting) | Management | For | For |
| 1D | Election of Directors (Majority Voting) | Management | For | For |
| 1E | Election of Directors (Majority Voting) | Management | For | For |
| 1F | Election of Directors (Majority Voting) | Management | For | For |
| 1G | Election of Directors (Majority Voting) | Management | For | For |
| 1H | Election of Directors (Majority Voting) | Management | For | For |
| 1I | Election of Directors (Majority Voting) | Management | For | For |
| 1J | Election of Directors (Majority Voting) | Management | For | For |
| 1K | Election of Directors (Majority Voting) | Management | For | For |
| 1L | Election of Directors (Majority Voting) | Management | For | For |
| 1M | Election of Directors (Majority Voting) | Management | For | For |
| 1N | Election of Directors (Majority Voting) | Management | For | For |
| 02 | Ratify Appointment of Independent Auditors | Management | For | For |
| 03 | Approve Stock Compensation Plan | Management | For | For |
| 04 | S/H Proposal - Compensation Discussion and Analysis | Shareholder | For | Against |
| 05 | S/H Proposal - Separate Chairman/Coe | Shareholder | Against | For |
| 06 | S/H Proposal - Research Renewable Energy | Shareholder | Against | For |
| TAKE-TWO INTERACTIVE SOFTWARE, INC. | | |
| Security | 874054109 | Meeting Type | Annual |
| Ticker Symbol | TTWO | Meeting Date | 17-Apr-2008 |
| ISIN | US8740541094 | Agenda | 932821956 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | Management |
| 01 | Election of Directors | Management | | |
| 1 | BEN FEDER | | For | For |
| 2 | STRAUSS ZELNICK | | For | For |
| 3 | ROBERT A. BOWMAN | | For | For |
| 4 | GROVER C. BROWN | | For | For |
| 5 | MICHAEL DORNEMANN | | For | For |
| 6 | JOHN F. LEVY | | For | For |
| 7 | J MOSES | | For | For |
| 8 | MICHAEL SHERESKY | | For | For |
| 02 | Amend Stock Compensation Plan | Management | For | For |
| 03 | Ratify Appointment of Independent Auditors | Management | For | For |
11
Vote Group: Growth Fund
| BP P.L.C. | | | |
| Security | 055622104 | Meeting Type | Annual |
| Ticker Symbol | BP | Meeting Date | 17-Apr-2008 |
| ISIN | US0556221044 | Agenda | 932823354 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | Management |
| 01 | Approve Financial Statements, Allocation of Income, and | Management | For | For |
| Discharge Directors | | | |
| 02 | Approve Remuneration of Directors and Auditors | Management | For | For |
| 03 | Election of Directors | Management | | |
| 1 | MR A BURGMANS | | For | For |
| 2 | MRS C B CARROLL | | For | For |
| 3 | SIR WILLIAM CASTELL | | For | For |
| 4 | MR I C CONN | | For | For |
| 5 | MR G DAVID | | For | For |
| 6 | MR E B DAVIS, JR | | For | For |
| 7 | MR D J FLINT | | For | For |
| 8 | DR B E GROTE | | For | For |
| 9 | DR A B HAYWARD | | For | For |
| 10 | MR A G INGLIS | | For | For |
| 11 | DR D S JULIUS | | For | For |
| 12 | SIR TOM MCKILLOP | | For | For |
| 13 | SIR IAN PROSSER | | For | For |
| 14 | MR P D SUTHERLAND | | For | For |
| 17 | Approve Remuneration of Directors and Auditors | Management | For | For |
| S18 | Miscellaneous Corporate Actions | Management | For | For |
| S19 | Authorize Purchase of Assets | Management | For | For |
| 20 | Allot Securities | Management | For | For |
| S21 | Authorize Co to Carry Out Rights Issues/Ltd Issuances w/o | Management | For | For |
| Preemptive Rights | | | |
12
Vote Group: Growth Fund
| CITIGROUP INC. | | | |
| Security | 172967101 | Meeting Type | Annual |
| Ticker Symbol | C | Meeting Date | 22-Apr-2008 |
| ISIN | US1729671016 | Agenda | 932822679 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | Management |
| 1A | Election of Directors (Majority Voting) | Management | For | For |
| 1B | Election of Directors (Majority Voting) | Management | For | For |
| 1C | Election of Directors (Majority Voting) | Management | For | For |
| 1D | Election of Directors (Majority Voting) | Management | For | For |
| 1E | Election of Directors (Majority Voting) | Management | For | For |
| 1F | Election of Directors (Majority Voting) | Management | For | For |
| 1G | Election of Directors (Majority Voting) | Management | For | For |
| 1H | Election of Directors (Majority Voting) | Management | For | For |
| 1I | Election of Directors (Majority Voting) | Management | For | For |
| 1J | Election of Directors (Majority Voting) | Management | For | For |
| 1K | Election of Directors (Majority Voting) | Management | For | For |
| 1L | Election of Directors (Majority Voting) | Management | For | For |
| 1M | Election of Directors (Majority Voting) | Management | For | For |
| 1N | Election of Directors (Majority Voting) | Management | For | For |
| 02 | Ratify Appointment of Independent Auditors | Management | For | For |
| 03 | S/H Proposal - Political/Government | Shareholder | Against | For |
| 04 | S/H Proposal - Political/Government | Shareholder | For | Against |
| 05 | S/H Proposal - Increase Disclosure of Executive Compensation | Shareholder | Against | For |
| 06 | S/H Proposal - Nominate a Lead Director | Shareholder | Against | For |
| 07 | Miscellaneous Shareholder Proposal | Shareholder | Against | For |
| 08 | Miscellaneous Shareholder Proposal | Shareholder | Against | For |
| 09 | S/H Proposal - Environmental | Shareholder | Against | For |
| 10 | S/H Proposal - Human Rights Related | Shareholder | Against | For |
| 11 | S/H Proposal - Establish Independent Chairman | Shareholder | Against | For |
| 12 | Miscellaneous Corporate Governance | Management | For | Against |
| CV | Miscellaneous Corporate Governance | Management | For | |
13
Vote Group: Growth Fund
| MARSHALL & ILSLEY CORPORATION | | |
| Security | 571837103 | Meeting Type | Annual |
| Ticker Symbol | MI | Meeting Date | 22-Apr-2008 |
| ISIN | US5718371033 | Agenda | 932824178 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | Management |
| 01 | Election of Directors | Management | | |
| 1 | ANDREW N. BAUR | | For | For |
| 2 | JON F. CHAIT | | For | For |
| 3 | JOHN W. DANIELS, JR. | | For | For |
| 4 | DENNIS J. KUESTER | | For | For |
| 5 | DAVID J. LUBAR | | For | For |
| 6 | JOHN A. MELLOWES | | For | For |
| 7 | ROBERT J. O'TOOLE | | For | For |
| 8 | SAN W. ORR, JR. | | For | For |
| 9 | JOHN S. SHIELY | | For | For |
| 10 | DEBRA S. WALLER | | For | For |
| 11 | GEORGE E. WARDEBERG | | For | For |
| 02 | Amend Stock Compensation Plan | Management | For | For |
| 03 | Ratify Appointment of Independent Auditors | Management | For | For |
| 04 | S/H Proposal - Election of Directors By Majority Vote | Shareholder | Against | For |
| OFFICE DEPOT, INC. | | | |
| Security | 676220106 | Meeting Type | Contested-Annual |
| Ticker Symbol | ODP | Meeting Date | 23-Apr-2008 |
| ISIN | US6762201068 | Agenda | 932840437 - Opposition |
| Item | Proposal | Type | Vote | For/Against |
| | | | | Management |
| 01 | Election of Directors | Management | | |
| 1 | MARK BEGELMAN | | For | * |
| 2 | MARTIN E. HANAKA | | For | * |
| 3 | MGT NOM-LEE A. AULT III | | For | * |
| 4 | MGT NOM-NEIL R AUSTRIAN | | For | * |
| 5 | MGT NOM-D.W. BERNAUER | | For | * |
| 6 | MGT NOM-ABELARDO E. BRU | | For | * |
| 7 | MGT NOM-MARSHA J. EVANS | | For | * |
| 8 | MGT NOM-BRENDA J GAINES | | For | * |
| 9 | MGT NOM-MYRA M. HART | | For | * |
| 10 | MGT NOM-W.S. HEDRICK | | For | * |
| 11 | MGT NOM-KATHLEEN MASON | | For | * |
| 12 | MGT NOM-MICHAEL J MYERS | | For | * |
| 02 | Approve Cash/Stock Bonus Plan | Management | Against | * |
| 03 | Ratify Appointment of Independent Auditors | Management | For | * |
| *Management Position Unknown | | | |
14
Vote Group: Growth Fund
| PFIZER INC. | | | |
| Security | 717081103 | Meeting Type | Annual |
| Ticker Symbol | PFE | Meeting Date | 24-Apr-2008 |
| ISIN | US7170811035 | Agenda | 932829940 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | Management |
| 1A | Election of Directors (Majority Voting) | Management | For | For |
| 1B | Election of Directors (Majority Voting) | Management | For | For |
| 1C | Election of Directors (Majority Voting) | Management | For | For |
| 1D | Election of Directors (Majority Voting) | Management | For | For |
| 1E | Election of Directors (Majority Voting) | Management | For | For |
| 1F | Election of Directors (Majority Voting) | Management | For | For |
| 1G | Election of Directors (Majority Voting) | Management | For | For |
| 1H | Election of Directors (Majority Voting) | Management | For | For |
| 1I | Election of Directors (Majority Voting) | Management | For | For |
| 1J | Election of Directors (Majority Voting) | Management | For | For |
| 1K | Election of Directors (Majority Voting) | Management | For | For |
| 1L | Election of Directors (Majority Voting) | Management | For | For |
| 1M | Election of Directors (Majority Voting) | Management | For | For |
| 1N | Election of Directors (Majority Voting) | Management | For | For |
| 02 | Ratify Appointment of Independent Auditors | Management | For | For |
| 03 | Miscellaneous Shareholder Proposal | Shareholder | Against | For |
| 04 | S/H Proposal - Separate Chairman/Coe | Shareholder | Against | For |
| THE BOEING COMPANY | | | |
| Security | 097023105 | Meeting Type | Annual |
| Ticker Symbol | BA | Meeting Date | 28-Apr-2008 |
| ISIN | US0970231058 | Agenda | 932826350 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | Management |
| 1A | Election of Directors (Majority Voting) | Management | For | For |
| 1B | Election of Directors (Majority Voting) | Management | For | For |
| 1C | Election of Directors (Majority Voting) | Management | For | For |
| 1D | Election of Directors (Majority Voting) | Management | For | For |
| 1E | Election of Directors (Majority Voting) | Management | For | For |
| 1F | Election of Directors (Majority Voting) | Management | For | For |
| 1G | Election of Directors (Majority Voting) | Management | For | For |
| 1H | Election of Directors (Majority Voting) | Management | For | For |
| 1I | Election of Directors (Majority Voting) | Management | For | For |
| 1J | Election of Directors (Majority Voting) | Management | For | For |
| 1K | Election of Directors (Majority Voting) | Management | For | For |
| 02 | Ratify Appointment of Independent Auditors | Management | For | For |
| 03 | S/H Proposal - Military/Weapons | Shareholder | Against | For |
| 04 | S/H Proposal - Health Issues | Shareholder | Against | For |
| 05 | S/H Proposal - Human Rights Related | Shareholder | Against | For |
| 06 | Miscellaneous Shareholder Proposal | Shareholder | Against | For |
| 07 | S/H Proposal - Performance Based Stock Options | Shareholder | For | Against |
| 08 | S/H Proposal - Executive Compensation | Shareholder | For | Against |
| 09 | Miscellaneous Shareholder Proposal | Shareholder | Against | For |
15
Vote Group: Growth Fund
| INTERNATIONAL BUSINESS MACHINES CORP. | | |
| Security | 459200101 | Meeting Type | Annual |
| Ticker Symbol | IBM | Meeting Date | 29-Apr-2008 |
| ISIN | US4592001014 | Agenda | 932825118 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | Management |
| 01 | Election of Directors | Management | | |
| 1 | C. BLACK | | For | For |
| 2 | W.R. BRODY | | For | For |
| 3 | K.I. CHENAULT | | For | For |
| 4 | M.L. ESKEW | | For | For |
| 5 | S.A. JACKSON | | For | For |
| 6 | L.A. NOTO | | For | For |
| 7 | J.W. OWENS | | For | For |
| 8 | S.J. PALMISANO | | For | For |
| 9 | J.E. SPERO | | For | For |
| 10 | S. TAUREL | | For | For |
| 11 | L.H. ZAMBRANO | | For | For |
| 02 | Ratify Appointment of Independent Auditors | Management | For | For |
| 03 | S/H Proposal - Adopt Cumulative Voting | Shareholder | For | Against |
| 04 | S/H Proposal - Executive Compensation | Shareholder | Against | For |
| 05 | S/H Proposal - Human Rights Related | Shareholder | Against | For |
| 06 | Miscellaneous Shareholder Proposal | Shareholder | Against | For |
| 07 | S/H Proposal - Executive Compensation | Shareholder | For | Against |
| THE MCGRAW-HILL COMPANIES, INC. | | |
| Security | 580645109 | Meeting Type | Annual |
| Ticker Symbol | MHP | Meeting Date | 30-Apr-2008 |
| ISIN | US5806451093 | Agenda | 932833797 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | Management |
| 01 | Election of Directors | Management | | |
| 1 | SIR WINFRIED BISCHOFF* | | For | For |
| 2 | DOUGLAS N. DAFT* | | For | For |
| 3 | LINDA KOCH LORIMER* | | For | For |
| 4 | HAROLD MCGRAW III* | | For | For |
| 5 | SIR MICHAEL RAKE** | | For | For |
| 02 | Ratify Appointment of Independent Auditors | Management | For | For |
| 03 | S/H Proposal - Proxy Process/Statement | Shareholder | Against | For |
| 04 | S/H Proposal - Corporate Governance | Shareholder | Against | For |
16
Vote Group: Growth Fund
| KOHL'S CORPORATION | | | |
| Security | 500255104 | Meeting Type | Annual |
| Ticker Symbol | KSS | Meeting Date | 30-Apr-2008 |
| ISIN | US5002551043 | Agenda | 932840449 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | Management |
| 1A | Election of Directors (Majority Voting) | Management | For | For |
| 1B | Election of Directors (Majority Voting) | Management | For | For |
| 1C | Election of Directors (Majority Voting) | Management | For | For |
| 1D | Election of Directors (Majority Voting) | Management | For | For |
| 1E | Election of Directors (Majority Voting) | Management | For | For |
| 1F | Election of Directors (Majority Voting) | Management | For | For |
| 1G | Election of Directors (Majority Voting) | Management | For | For |
| 1H | Election of Directors (Majority Voting) | Management | For | For |
| 1I | Election of Directors (Majority Voting) | Management | For | For |
| 1J | Election of Directors (Majority Voting) | Management | For | For |
| 02 | Ratify Appointment of Independent Auditors | Management | For | For |
| 03 | S/H Proposal - Allow Shareholders to Nominate Directors | Shareholder | Against | For |
| 04 | S/H Proposal - Executive Compensation | Shareholder | Against | For |
| TOMOTHERAPY INC | | | |
| Security | 890088107 | Meeting Type | Annual |
| Ticker Symbol | TOMO | Meeting Date | 01-May-2008 |
| ISIN | US8900881074 | Agenda | 932833292 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 01 | Election of Directors | Management | | |
| | 1 | THOMAS ROCKWELL MACKIE* | | For | For |
| | 2 | JOHN J. MCDONOUGH* | | For | For |
| | 3 | FRANCES S. TAYLOR* | | For | For |
| | 4 | JOHN J. GREISCH** | | For | For |
| 02 | Ratify Appointment of Independent Auditors | Management | For | For |
| IMS HEALTH INCORPORATED | | |
| Security | 449934108 | Meeting Type | Annual |
| Ticker Symbol | RX | Meeting Date | 02-May-2008 |
| ISIN | US4499341083 | Agenda | 932851644 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | Management |
| 1A | Election of Directors (Majority Voting) | Management | For | For |
| 1B | Election of Directors (Majority Voting) | Management | For | For |
| 1C | Election of Directors (Majority Voting) | Management | For | For |
| 1D | Election of Directors (Majority Voting) | Management | For | For |
| 02 | Ratify Appointment of Independent Auditors | Management | For | For |
| 03 | Declassify Board | Management | For | For |
| 04 | Approve Stock Compensation Plan | Management | For | For |
17
Vote Group: Growth Fund
| BERKSHIRE HATHAWAY INC. | | |
| Security | 084670207 | Meeting Type | Annual |
| Ticker Symbol | BRKB | Meeting Date | 03-May-2008 |
| ISIN | US0846702076 | Agenda | 932826463 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 01 | Election of Directors | Management | | |
| | 1 | WARREN E. BUFFETT | | For | For |
| | 2 | CHARLES T. MUNGER | | For | For |
| | 3 | HOWARD G. BUFFETT | | For | For |
| | 4 | SUSAN L. DECKER | | For | For |
| | 5 | WILLIAM H. GATES III | | For | For |
| | 6 | DAVID S. GOTTESMAN | | For | For |
| | 7 | CHARLOTTE GUYMAN | | For | For |
| | 8 | DONALD R. KEOUGH | | For | For |
| | 9 | THOMAS S. MURPHY | | For | For |
| | 10 | RONALD L. OLSON | | For | For |
| | 11 | WALTER SCOTT, JR. | | For | For |
| BOSTON SCIENTIFIC CORPORATION | | |
| Security | 101137107 | Meeting Type | Annual |
| Ticker Symbol | BSX | Meeting Date | 06-May-2008 |
| ISIN | US1011371077 | Agenda | 932830222 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 01 | Election of Directors | Management | | |
| | 1 | URSULA M. BURNS | | For | For |
| | 2 | WARREN B. RUDMAN | | For | For |
| | 3 | JAMES R. TOBIN | | For | For |
| | 4 | NANCY-ANN DEPARLE | | For | For |
| | 5 | J. RAYMOND ELLIOTT | | For | For |
| | 6 | MARYE ANNE FOX | | For | For |
| | 7 | RAY J. GROVES | | For | For |
| | 8 | N.J. NICHOLAS, JR. | | For | For |
| | 9 | PETE M. NICHOLAS | | For | For |
| | 10 | JOHN E. PEPPER | | For | For |
| 02 | Amend Stock Compensation Plan | Management | Against | Against |
| 03 | Ratify Appointment of Independent Auditors | Management | For | For |
| 04 | Transact Other Business | Management | For | For |
18
Vote Group: Growth Fund
| PEPSICO, INC. | | | |
| Security | 713448108 | Meeting Type | Annual |
| Ticker Symbol | PEP | Meeting Date | 07-May-2008 |
| ISIN | US7134481081 | Agenda | 932832125 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | Management |
| 1A | Election of Directors (Majority Voting) | Management | For | For |
| 1B | Election of Directors (Majority Voting) | Management | For | For |
| 1C | Election of Directors (Majority Voting) | Management | For | For |
| 1D | Election of Directors (Majority Voting) | Management | For | For |
| 1E | Election of Directors (Majority Voting) | Management | For | For |
| 1F | Election of Directors (Majority Voting) | Management | For | For |
| 1G | Election of Directors (Majority Voting) | Management | For | For |
| 1H | Election of Directors (Majority Voting) | Management | For | For |
| 1I | Election of Directors (Majority Voting) | Management | For | For |
| 1J | Election of Directors (Majority Voting) | Management | For | For |
| 1K | Election of Directors (Majority Voting) | Management | For | For |
| 1L | Election of Directors (Majority Voting) | Management | For | For |
| 02 | Ratify Appointment of Independent Auditors | Management | For | For |
| 03 | S/H Proposal - Environmental | Shareholder | Against | For |
| 04 | S/H Proposal - Board Independence | Shareholder | Against | For |
| 05 | S/H Proposal - Environmental | Shareholder | Against | For |
| 06 | S/H Proposal - Environmental | Shareholder | Against | For |
| 07 | S/H Proposal - Executive Compensation | Shareholder | For | Against |
| AMGEN INC. | | | |
| Security | 031162100 | Meeting Type | Annual |
| Ticker Symbol | AMGN | Meeting Date | 07-May-2008 |
| ISIN | US0311621009 | Agenda | 932842948 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | Management |
| 1A | Election of Directors (Majority Voting) | Management | For | For |
| 1B | Election of Directors (Majority Voting) | Management | For | For |
| 1C | Election of Directors (Majority Voting) | Management | For | For |
| 1D | Election of Directors (Majority Voting) | Management | For | For |
| 1E | Election of Directors (Majority Voting) | Management | For | For |
| 1F | Election of Directors (Majority Voting) | Management | For | For |
| 1G | Election of Directors (Majority Voting) | Management | For | For |
| 1H | Election of Directors (Majority Voting) | Management | For | For |
| 1I | Election of Directors (Majority Voting) | Management | For | For |
| 1J | Election of Directors (Majority Voting) | Management | For | For |
| 1K | Election of Directors (Majority Voting) | Management | For | For |
| 02 | Ratify Appointment of Independent Auditors | Management | For | For |
| 3A | S/H Proposal - Election of Directors By Majority Vote | Shareholder | Against | For |
| 3B | S/H Proposal - Animal Rights | Shareholder | Against | For |
19
Vote Group: Growth Fund
| ALTERA CORPORATION | | | |
| Security | 021441100 | Meeting Type | Annual |
| Ticker Symbol | ALTR | Meeting Date | 13-May-2008 |
| ISIN | US0214411003 | Agenda | 932844839 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | Management |
| 1A | Election of Directors (Majority Voting) | Management | For | For |
| 1B | Election of Directors (Majority Voting) | Management | For | For |
| 1C | Election of Directors (Majority Voting) | Management | For | For |
| 1D | Election of Directors (Majority Voting) | Management | For | For |
| 1E | Election of Directors (Majority Voting) | Management | For | For |
| 1F | Election of Directors (Majority Voting) | Management | For | For |
| 02 | Amend Stock Compensation Plan | Management | For | For |
| 03 | Amend Stock Compensation Plan | Management | For | For |
| 04 | Amend Employee Stock Purchase Plan | Management | For | For |
| 05 | Ratify Appointment of Independent Auditors | Management | For | For |
| CONOCOPHILLIPS | | | |
| Security | 20825C104 | Meeting Type | Annual |
| Ticker Symbol | COP | Meeting Date | 14-May-2008 |
| ISIN | US20825C1045 | Agenda | 932842912 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | Management |
| 1A | Election of Directors (Majority Voting) | Management | For | For |
| 1B | Election of Directors (Majority Voting) | Management | For | For |
| 1C | Election of Directors (Majority Voting) | Management | For | For |
| 02 | Approve Charter Amendment | Management | For | For |
| 03 | Ratify Appointment of Independent Auditors | Management | For | For |
| 04 | S/H Proposal - Proxy Process/Statement | Shareholder | Against | For |
| 05 | Miscellaneous Shareholder Proposal | Shareholder | Against | For |
| 06 | S/H Proposal - Executive Compensation | Shareholder | For | Against |
| 07 | S/H Proposal - Political/Government | Shareholder | Against | For |
| 08 | S/H Proposal - Environmental | Shareholder | Against | For |
| 09 | S/H Proposal - Environmental | Shareholder | Against | For |
| 10 | S/H Proposal - Environmental | Shareholder | Against | For |
| 11 | S/H Proposal - Environmental | Shareholder | Against | For |
| 12 | S/H Proposal - Environmental | Shareholder | Against | For |
20
Vote Group: Growth Fund
| AMERICAN INTERNATIONAL GROUP, INC. | | |
| Security | 026874107 | Meeting Type | Annual |
| Ticker Symbol | AIG | Meeting Date | 14-May-2008 |
| ISIN | US0268741073 | Agenda | 932859878 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | Management |
| 1A | Election of Directors (Majority Voting) | Management | For | For |
| 1B | Election of Directors (Majority Voting) | Management | For | For |
| 1C | Election of Directors (Majority Voting) | Management | For | For |
| 1D | Election of Directors (Majority Voting) | Management | For | For |
| 1E | Election of Directors (Majority Voting) | Management | For | For |
| 1F | Election of Directors (Majority Voting) | Management | For | For |
| 1G | Election of Directors (Majority Voting) | Management | For | For |
| 1H | Election of Directors (Majority Voting) | Management | For | For |
| 1I | Election of Directors (Majority Voting) | Management | For | For |
| 1J | Election of Directors (Majority Voting) | Management | For | For |
| 1K | Election of Directors (Majority Voting) | Management | For | For |
| 1L | Election of Directors (Majority Voting) | Management | For | For |
| 1M | Election of Directors (Majority Voting) | Management | For | For |
| 02 | Ratify Appointment of Independent Auditors | Management | For | For |
| 03 | S/H Proposal - Human Rights Related | Shareholder | Against | For |
| 04 | S/H Proposal - Political/Government | Shareholder | Against | For |
| TIME WARNER INC. | | | |
| Security | 887317105 | Meeting Type | Annual |
| Ticker Symbol | TWX | Meeting Date | 16-May-2008 |
| ISIN | US8873171057 | Agenda | 932860516 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | Management |
| 1A | Election of Directors (Majority Voting) | Management | For | For |
| 1B | Election of Directors (Majority Voting) | Management | For | For |
| 1C | Election of Directors (Majority Voting) | Management | For | For |
| 1D | Election of Directors (Majority Voting) | Management | For | For |
| 1E | Election of Directors (Majority Voting) | Management | For | For |
| 1F | Election of Directors (Majority Voting) | Management | For | For |
| 1G | Election of Directors (Majority Voting) | Management | For | For |
| 1H | Election of Directors (Majority Voting) | Management | For | For |
| 1I | Election of Directors (Majority Voting) | Management | For | For |
| 1J | Election of Directors (Majority Voting) | Management | For | For |
| 1K | Election of Directors (Majority Voting) | Management | For | For |
| 1L | Election of Directors (Majority Voting) | Management | For | For |
| 02 | Miscellaneous Corporate Governance | Management | For | For |
| 03 | Miscellaneous Corporate Governance | Management | For | For |
| 04 | Ratify Appointment of Independent Auditors | Management | For | For |
| 05 | S/H Proposal - Separate Chairman/Coe | Shareholder | Against | For |
21
Vote Group: Growth Fund
| FANNIE MAE |
| Security | 313586109 | Meeting Type | Annual |
| Ticker Symbol | FNM | Meeting Date | 20-May-2008 |
| ISIN | US3135861090 | Agenda | 932852127 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | Management |
| 1A | Election of Directors (Majority Voting) | Management | For | For |
| 1B | Election of Directors (Majority Voting) | Management | For | For |
| 1C | Election of Directors (Majority Voting) | Management | For | For |
| 1D | Election of Directors (Majority Voting) | Management | For | For |
| 1E | Election of Directors (Majority Voting) | Management | For | For |
| 1F | Election of Directors (Majority Voting) | Management | For | For |
| 1G | Election of Directors (Majority Voting) | Management | For | For |
| 1H | Election of Directors (Majority Voting) | Management | For | For |
| 1I | Election of Directors (Majority Voting) | Management | For | For |
| 1J | Election of Directors (Majority Voting) | Management | For | For |
| 1K | Election of Directors (Majority Voting) | Management | For | For |
| 1L | Election of Directors (Majority Voting) | Management | For | For |
| 02 | Ratify Appointment of Independent Auditors | Management | For | For |
| 03 | Miscellaneous Corporate Governance | Management | For | Against |
| INTEL CORPORATION |
| Security | 458140100 | Meeting Type | Annual |
| Ticker Symbol | INTC | Meeting Date | 21-May-2008 |
| ISIN | US4581401001 | Agenda | 932840071 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | Management |
| 1A | Election of Directors (Majority Voting) | Management | For | For |
| 1B | Election of Directors (Majority Voting) | Management | For | For |
| 1C | Election of Directors (Majority Voting) | Management | For | For |
| 1D | Election of Directors (Majority Voting) | Management | For | For |
| 1E | Election of Directors (Majority Voting) | Management | For | For |
| 1F | Election of Directors (Majority Voting) | Management | For | For |
| 1G | Election of Directors (Majority Voting) | Management | For | For |
| 1H | Election of Directors (Majority Voting) | Management | For | For |
| 1I | Election of Directors (Majority Voting) | Management | For | For |
| 1J | Election of Directors (Majority Voting) | Management | For | For |
| 1K | Election of Directors (Majority Voting) | Management | For | For |
| 02 | Ratify Appointment of Independent Auditors | Management | For | For |
| 03 | S/H Proposal - Establish Nominating Committee | Shareholder | Against | For |
22
Vote Group: Growth Fund
| FISERV, INC. |
| Security | 337738108 | Meeting Type | Annual |
| Ticker Symbol | FISV | Meeting Date | 21-May-2008 |
| ISIN | US3377381088 | Agenda | 932862926 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 01 | Election of Directors | Management | | |
| 1 | D.F. DILLON* | | For | For |
| 2 | G.J. LEVY* | | For | For |
| 3 | D.J. O'LEARY* | | For | For |
| 4 | G.M. RENWICK* | | For | For |
| 5 | D.R. SIMONS** | | For | For |
| 6 | P.J. KIGHT*** | | For | For |
| 02 | Ratify Appointment of Independent Auditors | Management | For | For |
| THE WESTERN UNION COMPANY |
| Security | 959802109 | Meeting Type | Annual |
| Ticker Symbol | WU | Meeting Date | 23-May-2008 |
| ISIN | US9598021098 | Agenda | 932843988 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | Management |
| 1A | Election of Directors (Majority Voting) | Management | For | For |
| 1B | Election of Directors (Majority Voting) | Management | For | For |
| 1C | Election of Directors (Majority Voting) | Management | For | For |
| 02 | Ratify Appointment of Independent Auditors | Management | For | For |
23
Vote Group: Growth Fund
| EXXON MOBIL CORPORATION |
| Security | 30231G102 | Meeting Type | Annual |
| Ticker Symbol | XOM | Meeting Date | 28-May-2008 |
| ISIN | US30231G1022 | Agenda | 932858232 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 01 | Election of Directors | Management | | |
| 1 | M.J. BOSKIN | | For | For |
| 2 | L.R. FAULKNER | | For | For |
| 3 | W.W. GEORGE | | For | For |
| 4 | J.R. HOUGHTON | | For | For |
| 5 | R.C. KING | | For | For |
| 6 | M.C. NELSON | | For | For |
| 7 | S.J. PALMISANO | | For | For |
| 8 | S.S REINEMUND | | For | For |
| 9 | W.V. SHIPLEY | | For | For |
| 10 | R.W. TILLERSON | | For | For |
| 11 | E.E. WHITACRE, JR. | | For | For |
| 02 | Ratify Appointment of Independent Auditors | Management | For | For |
| 03 | Miscellaneous Shareholder Proposal | Shareholder | Against | For |
| 04 | S/H Proposal - Board Compensation | Shareholder | Against | For |
| 05 | S/H Proposal - Separate Chairman/Coe | Shareholder | Against | For |
| 06 | Miscellaneous Shareholder Proposal | Shareholder | Against | For |
| 07 | S/H Proposal - Executive Compensation | Shareholder | For | Against |
| 08 | S/H Proposal - Executive Compensation | Shareholder | Against | For |
| 09 | S/H Proposal - Compensation Discussion and Analysis | Shareholder | Against | For |
| 10 | S/H Proposal - Environmental | Shareholder | Against | For |
| 11 | S/H Proposal - Political/Government | Shareholder | For | Against |
| 12 | S/H Proposal - Report on EEO | Shareholder | Against | For |
| 13 | S/H Proposal - Environmental | Shareholder | Against | For |
| 14 | S/H Proposal - Environmental | Shareholder | Against | For |
| 15 | S/H Proposal - Report/Reduce Greenhouse Gas Emissions | Shareholder | Against | For |
| 16 | S/H Proposal - Environmental | Shareholder | Against | For |
| 17 | S/H Proposal - Environmental | Shareholder | Against | For |
| 18 | S/H Proposal - Environmental | Shareholder | Against | For |
| 19 | S/H Proposal - Environmental | Shareholder | Against | For |
24
Vote Group: Growth Fund
| CHEVRON CORPORATION |
| Security | 166764100 | Meeting Type | Annual |
| Ticker Symbol | CVX | Meeting Date | 28-May-2008 |
| ISIN | US1667641005 | Agenda | 932865047 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | Management |
| 1A | Election of Directors (Majority Voting) | Management | For | For |
| 1B | Election of Directors (Majority Voting) | Management | For | For |
| 1C | Election of Directors (Majority Voting) | Management | For | For |
| 1D | Election of Directors (Majority Voting) | Management | For | For |
| 1E | Election of Directors (Majority Voting) | Management | For | For |
| 1F | Election of Directors (Majority Voting) | Management | For | For |
| 1G | Election of Directors (Majority Voting) | Management | For | For |
| 1H | Election of Directors (Majority Voting) | Management | For | For |
| 1I | Election of Directors (Majority Voting) | Management | For | For |
| 1J | Election of Directors (Majority Voting) | Management | For | For |
| 1K | Election of Directors (Majority Voting) | Management | For | For |
| 1L | Election of Directors (Majority Voting) | Management | For | For |
| 1M | Election of Directors (Majority Voting) | Management | For | For |
| 1N | Election of Directors (Majority Voting) | Management | For | For |
| 1O | Election of Directors (Majority Voting) | Management | For | For |
| 02 | Ratify Appointment of Independent Auditors | Management | For | For |
| 03 | Authorize Common Stock Increase | Management | Against | Against |
| 04 | S/H Proposal - Separate Chairman/Coe | Shareholder | Against | For |
| 05 | S/H Proposal - Political/Government | Shareholder | Against | For |
| 06 | S/H Proposal - Environmental | Shareholder | Against | For |
| 07 | Miscellaneous Corporate Governance | Management | Against | For |
| 08 | S/H Proposal - Environmental | Shareholder | Against | For |
| 09 | S/H Proposal - Environmental | Shareholder | Against | For |
25
Vote Group: Growth Fund
| WAL-MART STORES, INC. |
| Security | 931142103 | Meeting Type | Annual |
| Ticker Symbol | WMT | Meeting Date | 06-Jun-2008 |
| ISIN | US9311421039 | Agenda | 932881039 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | Management |
| 1A | Election of Directors (Majority Voting) | Management | For | For |
| 1B | Election of Directors (Majority Voting) | Management | For | For |
| 1C | Election of Directors (Majority Voting) | Management | For | For |
| 1D | Election of Directors (Majority Voting) | Management | For | For |
| 1E | Election of Directors (Majority Voting) | Management | For | For |
| 1F | Election of Directors (Majority Voting) | Management | For | For |
| 1G | Election of Directors (Majority Voting) | Management | For | For |
| 1H | Election of Directors (Majority Voting) | Management | For | For |
| 1I | Election of Directors (Majority Voting) | Management | For | For |
| 1J | Election of Directors (Majority Voting) | Management | For | For |
| 1K | Election of Directors (Majority Voting) | Management | For | For |
| 1L | Election of Directors (Majority Voting) | Management | For | For |
| 1M | Election of Directors (Majority Voting) | Management | For | For |
| 1N | Election of Directors (Majority Voting) | Management | For | For |
| 1O | Election of Directors (Majority Voting) | Management | For | For |
| 02 | Approve Cash/Stock Bonus Plan | Management | For | For |
| 03 | Ratify Appointment of Independent Auditors | Management | For | For |
| 04 | S/H Proposal - Report on Gene Engineered Products | Shareholder | Against | For |
| 05 | S/H Proposal - Executive Compensation | Shareholder | Against | For |
| 06 | S/H Proposal - Executive Compensation | Shareholder | Against | For |
| 07 | S/H Proposal - Political/Government | Shareholder | Against | For |
| 08 | S/H Proposal - Executive Compensation | Shareholder | For | Against |
| 09 | S/H Proposal - Tobacco | Shareholder | For | Against |
| 10 | Miscellaneous Shareholder Proposal | Shareholder | Against | For |
| 11 | S/H Proposal - Proxy Process/Statement | Shareholder | Against | For |
| FEDERAL HOME LOAN MORTGAGE CORPORATION |
| Security | 313400301 | Meeting Type | Annual |
| Ticker Symbol | FRE | Meeting Date | 06-Jun-2008 |
| ISIN | US3134003017 | Agenda | 932884237 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | Management |
| 01 | Election of Directors | Management | | |
| 1 | BARBARA T. ALEXANDER | | For | For |
| 2 | GEOFFREY T. BOISI | | For | For |
| 3 | MICHELLE ENGLER | | For | For |
| 4 | ROBERT R. GLAUBER | | For | For |
| 5 | RICHARD KARL GOELTZ | | For | For |
| 6 | THOMAS S. JOHNSON | | For | For |
| 7 | JEROME P. KENNEY | | For | For |
| 8 | WILLIAM M. LEWIS, JR. | | For | For |
| 9 | NICOLAS P. RETSINAS | | For | For |
| 10 | STEPHEN A. ROSS | | For | For |
| 11 | RICHARD F. SYRON | | For | For |
| 02 | Ratify Appointment of Independent Auditors | Management | For | For |
| 03 | Amend Stock Compensation Plan | Management | For | For |
26
Vote Group: Growth Fund
| EBAY INC. |
| Security | 278642103 | Meeting Type | Annual |
| Ticker Symbol | EBAY | Meeting Date | 19-Jun-2008 |
| ISIN | US2786421030 | Agenda | 932891650 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | Management |
| 1A | Election of Directors (Majority Voting) | Management | For | For |
| 1B | Election of Directors (Majority Voting) | Management | For | For |
| 1C | Election of Directors (Majority Voting) | Management | For | For |
| 1D | Election of Directors (Majority Voting) | Management | For | For |
| 02 | Approve Stock Compensation Plan | Management | For | For |
| 03 | Ratify Appointment of Independent Auditors | Management | For | For |
27
Vote Group: MidCap Fund
| ABERCROMBIE & FITCH CO. |
| Security | 002896207 | Meeting Type | Annual |
| Ticker Symbol | ANF | Meeting Date | 11-Jun-2008 |
| ISIN | | Agenda | |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 01 | Election of Directors | Management | | |
| 1 | LAUREN J. BRISKY | | For | For |
| 2 | ARCHIE M. GRIFFIN | | For | For |
| 3 | ALLAN A. TUTTLE | | For | For |
| 02 | Ratify Appointment of Independent Auditors | Management | For | For |
| 03 | S/H Proposal - Election of Directors by Majority Vote | Shareholder | Against | For |
| BROADCOM CORPORATION |
| Security | 111320107 | Meeting Type | Annual |
| Ticker Symbol | BRCM | Meeting Date | 19-Jun-2008 |
| ISIN | | Agenda | |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 01 | Election of Directors | Management | | |
| 1 | GEORGE L. FARINSKY | | For | For |
| 2 | NANCY H. HANDEL | | For | For |
| 3 | EDDY W. HARTENSTEIN | | For | For |
| 4 | JOHN E. MAJOR | | For | For |
| 5 | SCOTT A. MCGREGOR | | For | For |
| 6 | ALAN E. ROSS | | For | For |
| 7 | HENRY SAMUELI, PH.D. | | For | For |
| 8 | ROBERT E. SWITZ | | For | For |
| 02 | Amend Stock Incentive Plan | Management | For | For |
| 03 | Amend Employee Stock Purchase Plan | Management | For | For |
| 04 | Ratify Appointment of Independent Auditors | Management | For | For |
| JOS. A. BANK CLOTHIERS, INC. | | |
| Security | 480838101 | Meeting Type | Annual |
| Ticker Symbol | JOSB | Meeting Date | 19-Jun-2008 |
| ISIN | | Agenda | |
| Item | Proposal | Type | Vote | For/Against |
| | | | | Management |
| 01 | Election of Directors | Management | For | For |
| 1 | ROBERT N. WILDRICK | | | |
| 04 | Ratify Appointment of Independent Auditors | Management | For | For |
28
Vote Group: Bond Fund
| TIME WARNER CABLE INC |
| Security | 88732J108 | Meeting Type | Annual |
| Ticker Symbol | TWC | Meeting Date | 29-May-2008 |
| ISIN | US88732J1088 | Agenda | 932863699 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 01 | Election of Directors | Management | | |
| 1 | DAVID C. CHANG | | For | For |
| 2 | JAMES E. COPELAND, JR. | | For | For |
| 02 | Ratify Appointment of Independent Auditors | Management | For | For |
29
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.
| THOMPSON PLUMB FUNDS, INC. |
| | |
| | By: | /s/ John W. Thompson | |
| | John W. Thompson, Chairman and | |
| | Chief Executive Officer | |
| | |
| | |
| | |
| Date: August 12, 2008 |
30
