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 IM FUNDS, INC.
(Exact name of registrant as specified in charter)
918 Deming Way
Madison, Wisconsin 53717
(Address of principal executive offices)--(Zip code)
John W. Thompson
Chief Executive Officer and President
Thompson IM Funds, Inc.
918 Deming Way
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: 11/30/2013
Date of reporting period: 07/01/2012-6/30/2013
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.
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2012 to 06/30/2013
| MCKESSON CORPORATION | | |
| Security | 58155Q103 | Meeting Type | Annual |
| Ticker Symbol | MCK | Meeting Date | 25-Jul-2012 |
| ISIN | US58155Q1031 | Agenda | 933661399 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A. | ELECTION OF DIRECTOR: ANDY D. BRYANT | Management | For | For |
|
| 1B. | ELECTION OF DIRECTOR: WAYNE A. BUDD | Management | For | For |
|
| 1C. | ELECTION OF DIRECTOR: JOHN H. | Management | For | For |
| HAMMERGREN | | | |
| 1D. | ELECTION OF DIRECTOR: ALTON F. IRBY III | Management | For | For |
|
| 1E. | ELECTION OF DIRECTOR: M. CHRISTINE | Management | For | For |
| JACOBS | | | |
| 1F. | ELECTION OF DIRECTOR: MARIE L. | Management | For | For |
| KNOWLES | | | |
| 1G. | ELECTION OF DIRECTOR: DAVID M. | Management | For | For |
| LAWRENCE, M.D. | | | |
| 1H. | ELECTION OF DIRECTOR: EDWARD A. | Management | For | For |
| MUELLER | | | |
| 1I. | ELECTION OF DIRECTOR: JANE E. SHAW, | Management | For | For |
| PH.D. | | | |
| 2. | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| DELOITTE & TOUCHE LLP AS THE | | | |
| COMPANY'S INDEPENDENT REGISTERED | | | |
| PUBLIC ACCOUNTING FIRM. | | | |
| 3. | ADVISORY VOTE ON EXECUTIVE | Management | Against | Against |
| COMPENSATION. | | | |
| 4. | STOCKHOLDER PROPOSAL ON ACTION BY | Shareholder | Against | For |
| WRITTEN CONSENT OF STOCKHOLDERS. | | | |
| 5. | STOCKHOLDER PROPOSAL ON AN | Shareholder | Against | For |
| INDEPENDENT BOARD CHAIRMAN. | | | |
| 6. | STOCKHOLDER PROPOSAL ON SIGNIFICANT | Shareholder | Against | For |
| EXECUTIVE STOCK RETENTION UNTIL | | | |
| REACHING NORMAL RETIREMENT AGE. | | | |
| 7. | STOCKHOLDER PROPOSAL ON | Shareholder | For | Against |
| ACCELERATED VESTING OF EQUITY | | | |
| AWARDS. | | | |
| ELECTRONIC ARTS INC. | | |
| | | |
| Security | 285512109 | Meeting Type | Annual |
| Ticker Symbol | EA | Meeting Date | 26-Jul-2012 |
| ISIN | US2855121099 | Agenda | 933659433 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A | ELECTION OF DIRECTOR: LEONARD S. | Management | For | For |
| COLEMAN | | | |
| 1B | ELECTION OF DIRECTOR: JAY C. HOAG | Management | For | For |
| 1C | ELECTION OF DIRECTOR: JEFFREY T. | Management | For | For |
| HUBER | | | |
| 1D | ELECTION OF DIRECTOR: GERALDINE B. | Management | For | For |
| LAYBOURNE | | | |
| 1E | ELECTION OF DIRECTOR: GREGORY B. | Management | For | For |
| MAFFEI | | | |
| 1F | ELECTION OF DIRECTOR: VIVEK PAUL | Management | For | For |
| 1G | ELECTION OF DIRECTOR: LAWRENCE F. | Management | For | For |
| PROBST III | | | |
| 1H | ELECTION OF DIRECTOR: JOHN S. | Management | For | For |
| RICCITIELLO | | | |
| 1I | ELECTION OF DIRECTOR: RICHARD A. | Management | For | For |
| SIMONSON | | | |
| 1J | ELECTION OF DIRECTOR: LUIS A. UBINAS | Management | For | For |
| 2 | APPROVAL OF AMENDMENTS TO THE 2000 | Management | Against | Against |
| EQUITY INCENTIVE PLAN. | | | |
| 3 | APPROVAL OF THE EXECUTIVE BONUS | Management | Against | Against |
| PLAN. | | | |
| 4 | ADVISORY VOTE ON THE COMPENSATION | Management | Against | Against |
| OF THE NAMED EXECUTIVE OFFICERS. | | | |
| 5 | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| KPMG LLP AS INDEPENDENT AUDITORS FOR | | | |
| THE FISCAL YEAR ENDING MARCH 31, 2013. | | | |
Page 1 of 44
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2012 to 06/30/2013
| XILINX, INC. | | |
| Security | 983919101 | Meeting Type | Annual |
| Ticker Symbol | XLNX | Meeting Date | 08-Aug-2012 |
| ISIN | US9839191015 | Agenda | 933661414 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A | ELECTION OF DIRECTOR: PHILIP T. GIANOS | Management | For | For |
| 1B | ELECTION OF DIRECTOR: MOSHE N. | Management | For | For |
| GAVRIELOV | | | |
| 1C | ELECTION OF DIRECTOR: JOHN L. DOYLE | Management | For | For |
| 1D | ELECTION OF DIRECTOR: JERALD G. | Management | For | For |
| FISHMAN | | | |
| 1E | ELECTION OF DIRECTOR: WILLIAM G. | Management | For | For |
| HOWARD, JR. | | | |
| 1F | ELECTION OF DIRECTOR: J. MICHAEL | Management | For | For |
| PATTERSON | | | |
| 1G | ELECTION OF DIRECTOR: ALBERT A. | Management | For | For |
| PIMENTEL | | | |
| 1H | ELECTION OF DIRECTOR: MARSHALL C. | Management | For | For |
| TURNER | | | |
| 1I | ELECTION OF DIRECTOR: ELIZABETH W | Management | For | For |
| VANDERSLICE | | | |
| 2 | PROPOSAL TO APPROVE AN AMENDMENT | Management | For | For |
| TO THE COMPANY'S 1990 EMPLOYEE | | | |
| QUALIFIED STOCK PURCHASE PLAN. | | | |
| 3 | PROPOSAL TO APPROVE AN AMENDMENT | Management | Against | Against |
| TO THE COMPANY'S 2007 EQUITY INCENTIVE | | | |
| PLAN. | | | |
| 4 | PROPOSAL TO APPROVE, ON AN ADVISORY | Management | For | For |
| BASIS, THE COMPENSATION OF THE | | | |
| COMPANY'S NAMED EXECUTIVE OFFICERS. | | | |
| 5 | PROPOSAL TO RATIFY THE APPOINTMENT | Management | For | For |
| OF ERNST & YOUNG LLP AS THE | | | |
| COMPANY'S EXTERNAL AUDITORS FOR | | | |
| FISCAL 2013. | | | |
| MEDTRONIC, INC. | | |
| Security | 585055106 | Meeting Type | Annual |
| Ticker Symbol | MDT | Meeting Date | 23-Aug-2012 |
| ISIN | US5850551061 | Agenda | 933668040 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1 | DIRECTOR | | Management | | |
| 1 | RICHARD H. ANDERSON | | For | For |
| 2 | VICTOR J. DZAU, M.D. | | For | For |
| 3 | OMAR ISHRAK | | For | For |
| 4 | SHIRLEY ANN JACKSON PHD | | For | For |
| 5 | MICHAEL O. LEAVITT | | For | For |
| 6 | JAMES T. LENEHAN | | For | For |
| 7 | DENISE M. O'LEARY | | For | For |
| 8 | KENDALL J. POWELL | | For | For |
| 9 | ROBERT C. POZEN | | For | For |
| 10 | JACK W. SCHULER | | For | For |
| 2 | TO RATIFY THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS | | | |
| MEDTRONIC'S INDEPENDENT REGISTERED | | | |
| PUBLIC ACCOUNTING FIRM. | | | |
| 3 | A NON-BINDING ADVISORY VOTE TO | Management | Against | Against |
| APPROVE EXECUTIVE COMPENSATION (A | | | |
| "SAY-ON-PAY" VOTE). | | | |
| 4 | TO AMEND THE COMPANY'S ARTICLES OF | Management | For | For |
| INCORPORATION TO PROVIDE FOR | | | |
| MAJORITY VOTE IN UNCONTESTED | | | |
| ELECTIONS OF DIRECTORS. | | | |
| 5 | TO APPROVE THE PROXY ACCESS | Shareholder | Against | For |
| SHAREHOLDER PROPOSAL. | | | |
| 6 | TO APPROVE ADOPTION OF A SIMPLE | Shareholder | Against | For |
| MAJORITY SHAREHOLDER PROPOSAL. | | | |
Page 2 of 44
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2012 to 06/30/2013
| PATTERSON COMPANIES, INC. | | |
| | |
| Security | 703395103 | Meeting Type | Annual |
| Ticker Symbol | PDCO | Meeting Date | 10-Sep-2012 |
| ISIN | US7033951036 | Agenda | 933675665 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | SCOTT P. ANDERSON* | | For | For |
| 2 | ELLEN A. RUDNICK* | | For | For |
| 3 | HAROLD C. SLAVKIN* | | For | For |
| 4 | JAMES W. WILTZ* | | For | For |
| 5 | JODY H. FERAGEN** | | For | For |
| 2. | TO APPROVE THE AMENDMENT TO OUR | Management | For | For |
| BYLAWS. | | | |
| 3. | TO APPROVE THE AMENDMENT TO OUR | Management | For | For |
| AMENDED AND RESTATED EQUITY | | | |
| INCENTIVE PLAN. | | | |
| 4. | TO APPROVE THE AMENDMENT TO OUR | Management | For | For |
| AMENDED AND RESTATED EMPLOYEE | | | |
| STOCK PURCHASE PLAN. | | | |
| 5. | ADVISORY APPROVAL OF EXECUTIVE | Management | For | For |
| COMPENSATION. | | | |
| 6. | TO RATIFY THE SELECTION OF ERNST & | Management | For | For |
| YOUNG LLP AS OUR INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM | | | |
| FOR THE FISCAL YEAR ENDING APRIL 27, | | | |
| 2013. THE BOARD OF DIRECTORS | | | |
| RECOMMENDS A VOTE | | | |
| "AGAINST" ITEM 7 | | | |
| 7. | TO APPROVE THE SHAREHOLDER | Shareholder | For | Against |
| PROPOSAL REGARDING THE ADOPTION OF | | | |
| CUMULATIVE VOTING. | | | |
| TAKE-TWO INTERACTIVE SOFTWARE, INC. | | |
| Security | 874054109 | Meeting Type | Annual |
| Ticker Symbol | TTWO | Meeting Date | 20-Sep-2012 |
| ISIN | US8740541094 | Agenda | 933674435 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | STRAUSS ZELNICK | | For | For |
| 2 | ROBERT A. BOWMAN | | For | For |
| 3 | SUNGHWAN CHO | | For | For |
| 4 | MICHAEL DORNEMANN | | For | For |
| 5 | BRETT ICAHN | | For | For |
| 6 | J. MOSES | | For | For |
| 7 | JAMES L. NELSON | | For | For |
| 8 | MICHAEL SHERESKY | | For | For |
| 2. | APPROVAL OF THE AMENDMENT TO THE | Management | For | For |
| TAKE-TWO INTERACTIVE SOFTWARE, INC. | | | |
| 2009 STOCK INCENTIVE PLAN. | | | |
| 3. | APPROVAL OF AN AMENDMENT TO THE | Management | For | For |
| RESTATED CERTIFICATE OF | | | |
| INCORPORATION OF THE COMPANY TO | | | |
| INCREASE THE NUMBER OF AUTHORIZED | | | |
| SHARES OF COMMON STOCK FROM 150 | | | |
| MILLION TO 200 MILLION. | | | |
| 4. | ADVISORY VOTE TO APPROVE THE | Management | For | For |
| COMPENSATION OF THE NAMED EXECUTIVE | | | |
| OFFICERS. | | | |
| 5. | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| ERNST & YOUNG LLP AS OUR INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM | | | |
| FOR THE FISCAL YEAR ENDING MARCH 31, | | | |
| 2013. | | | |
Page 3 of 44
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2012 to 06/30/2013
| SEADRILL LIMITED | | |
| Security | G7945E105 | Meeting Type | Annual |
| Ticker Symbol | SDRL | Meeting Date | 21-Sep-2012 |
| ISIN | BMG7945E1057 | Agenda | 933674980 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1 | TO RE-ELECT JOHN FREDRIKSEN AS A | Management | For | For |
| DIRECTOR OF THE COMPANY. | | | |
| 2 | TO RE-ELECT TOR OLAV TROIM AS A | Management | For | For |
| DIRECTOR OF THE COMPANY. | | | |
| 3 | TO RE-ELECT KATE BLANKENSHIP AS A | Management | For | For |
| DIRECTOR OF THE COMPANY. | | | |
| 4 | TO RE-ELECT KATHRINE FREDRIKSEN AS A | Management | For | For |
| DIRECTOR OF THE COMPANY. | | | |
| 5 | TO RE-ELECT CARL ERIK STEEN AS A | Management | For | For |
| DIRECTOR OF THE COMPANY. | | | |
| 6 | PROPOSAL TO RE-APPOINT | Management | For | For |
| PRICEWATERHOUSECOOPERS, AS OF | | | |
| OSLO, NORWAY AS AUDITORS AND TO | | | |
| AUTHORIZE THE DIRECTORS TO | | | |
| DETERMINE THEIR REMUNERATION. | | | |
| 7 | PROPOSAL TO APPROVE THE | Management | For | For |
| REMUNERATION OF THE COMPANY'S | | | |
| BOARD OF DIRECTORS OF A TOTAL | | | |
| AMOUNT OF FEES NOT TO EXCEED | | | |
| US$800,000 FOR THE YEAR ENDED | | | |
| DECEMBER 31, 2012. | | | |
| FEDEX CORPORATION | | |
| Security | 31428X106 | Meeting Type | Annual |
| Ticker Symbol | FDX | Meeting Date | 24-Sep-2012 |
| ISIN | US31428X1063 | Agenda | 933677099 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A. | ELECTION OF DIRECTOR: JAMES L. | Management | For | For |
| BARKSDALE | | | |
| 1B. | ELECTION OF DIRECTOR: JOHN A. | Management | For | For |
| EDWARDSON | | | |
| 1C. | ELECTION OF DIRECTOR: SHIRLEY ANN | Management | For | For |
| JACKSON | | | |
| 1D. | ELECTION OF DIRECTOR: STEVEN R. | Management | For | For |
| LORANGER | | | |
| 1E. | ELECTION OF DIRECTOR: GARY W. | Management | For | For |
| LOVEMAN | | | |
| 1F. | ELECTION OF DIRECTOR: R. BRAD MARTIN | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: JOSHUA COOPER | Management | For | For |
| RAMO | | | |
| 1H. | ELECTION OF DIRECTOR: SUSAN C. | Management | For | For |
| SCHWAB | | | |
| 1I. | ELECTION OF DIRECTOR: FREDERICK W. | Management | For | For |
| SMITH | | | |
| 1J. | ELECTION OF DIRECTOR: JOSHUA I. SMITH | Management | For | For |
| 1K. | ELECTION OF DIRECTOR: DAVID P. STEINER | Management | For | For |
| 1L. | ELECTION OF DIRECTOR: PAUL S. WALSH | Management | For | For |
| 2. | RATIFICATION OF INDEPENDENT | Management | For | For |
| REGISTERED PUBLIC ACCOUNTING FIRM. | | | |
| 3. | ADVISORY VOTE TO APPROVE NAMED | Management | For | For |
| EXECUTIVE OFFICER COMPENSATION. | | | |
| 4. | STOCKHOLDER PROPOSAL REGARDING | Shareholder | Against | For |
| INDEPENDENT BOARD CHAIRMAN. | | | |
| 5. | STOCKHOLDER PROPOSAL REGARDING | Shareholder | For | Against |
| POLITICAL CONTRIBUTIONS REPORT. | | | |
Page 4 of 44
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2012 to 06/30/2013
| THE PROCTER & GAMBLE COMPANY | | |
| Security | 742718109 | Meeting Type | Annual |
| Ticker Symbol | PG | Meeting Date | 09-Oct-2012 |
| ISIN | US7427181091 | Agenda | 933681062 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A. | ELECTION OF DIRECTOR: ANGELA F. BRALY | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: KENNETH I. | Management | For | For |
| CHENAULT | | | |
| 1C. | ELECTION OF DIRECTOR: SCOTT D. COOK | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: SUSAN DESMOND- | Management | For | For |
| HELLMANN | | | |
| 1E. | ELECTION OF DIRECTOR: ROBERT A. | Management | For | For |
| MCDONALD | | | |
| 1F. | ELECTION OF DIRECTOR: W. JAMES | Management | For | For |
| MCNERNEY, JR. | | | |
| 1G. | ELECTION OF DIRECTOR: JOHNATHAN A. | Management | For | For |
| RODGERS | | | |
| 1H. | ELECTION OF DIRECTOR: MARGARET C. | Management | For | For |
| WHITMAN | | | |
| 1I. | ELECTION OF DIRECTOR: MARY AGNES | Management | For | For |
| WILDEROTTER | | | |
| 1J. | ELECTION OF DIRECTOR: PATRICIA A. | Management | For | For |
| WOERTZ | | | |
| 1K. | ELECTION OF DIRECTOR: ERNESTO | Management | For | For |
| ZEDILLO | | | |
| 2. | RATIFY APPOINTMENT OF THE | Management | For | For |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM | | | |
| 3. | ADVISORY VOTE ON EXECUTIVE | Management | Against | Against |
| COMPENSATION (THE SAY ON PAY VOTE) | | | |
| 4. | SHAREHOLDER PROPOSAL #1 - SAY ON | Shareholder | For | Against |
| POLITICAL CONTRIBUTION (PAGE 67 OF | | | |
| PROXY STATEMENT) | | | |
| 5. | SHAREHOLDER PROPOSAL #2 - PRODUCER | Shareholder | Against | For |
| RESPONSIBILITY FOR PACKAGING (PAGE 70 | | | |
| OF PROXY STATEMENT) | | | |
| 6. | SHAREHOLDER PROPOSAL #3 - ADOPT | Shareholder | Against | For |
| SIMPLE MAJORITY VOTE (PAGE 72 OF | | | |
| PROXY STATEMENT) | | | |
| ORACLE CORPORATION | | |
| Security | 68389X105 | Meeting Type | Annual |
| Ticker Symbol | ORCL | Meeting Date | 07-Nov-2012 |
| ISIN | US68389X1054 | Agenda | 933690302 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1 | DIRECTOR | | Management | | |
| 1 | JEFFREY S. BERG | | For | For |
| 2 | H. RAYMOND BINGHAM | | For | For |
| 3 | MICHAEL J. BOSKIN | | For | For |
| 4 | SAFRA A. CATZ | | For | For |
| 5 | BRUCE R. CHIZEN | | For | For |
| 6 | GEORGE H. CONRADES | | For | For |
| 7 | LAWRENCE J. ELLISON | | For | For |
| 8 | HECTOR GARCIA-MOLINA | | For | For |
| 9 | JEFFREY O. HENLEY | | For | For |
| 10 | MARK V. HURD | | For | For |
| 11 | DONALD L. LUCAS | | For | For |
| 12 | NAOMI O. SELIGMAN | | For | For |
| 2 | ADVISORY VOTE TO APPROVE EXECUTIVE | Management | Against | Against |
| COMPENSATION. | | | |
| 3 | APPROVAL OF INCREASE IN SHARES UNDER | Management | Against | Against |
| THE DIRECTORS' STOCK PLAN. | | | |
| 4 | RATIFICATION OF THE SELECTION OF | Management | For | For |
| ERNST & YOUNG LLP AS INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM | | | |
| FOR FISCAL YEAR 2013. | | | |
| 5 | STOCKHOLDER PROPOSAL REGARDING | Shareholder | For | Against |
| MULTIPLE PERFORMANCE METRICS. | | | |
| 6 | STOCKHOLDER PROPOSAL REGARDING | Shareholder | Against | For |
| INDEPENDENT BOARD CHAIRMAN. | | | |
| 7 | STOCKHOLDER PROPOSAL REGARDING | Shareholder | Against | For |
| EQUITY RETENTION POLICY. | | | |
| 8 | STOCKHOLDER PROPOSAL REGARDING | Shareholder | For | Against |
| EQUITY ACCELERATION UPON A CHANGE IN | | | |
| CONTROL OF ORACLE. | | | |
Page 5 of 44
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2012 to 06/30/2013
| LINEAR TECHNOLOGY CORPORATION | | |
| Security | 535678106 | Meeting Type | Annual |
| Ticker Symbol | LLTC | Meeting Date | 07-Nov-2012 |
| ISIN | US5356781063 | Agenda | 933690756 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | ROBERT H. SWANSON, JR. | | For | For |
| 2 | LOTHAR MAIER | | For | For |
| 3 | ARTHUR C. AGNOS | | For | For |
| 4 | JOHN J. GORDON | | For | For |
| 5 | DAVID S. LEE | | For | For |
| 6 | RICHARD M. MOLEY | | For | For |
| 7 | THOMAS S. VOLPE | | For | For |
| 2. | ADVISORY VOTE TO APPROVE EXECUTIVE | Management | For | For |
| COMPENSATION. | | | |
| 3. | TO RATIFY THE APPOINTMENT OF ERNST & | Management | For | For |
| YOUNG LLP AS THE INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM OF | | | |
| THE COMPANY FOR THE FISCAL YEAR | | | |
| ENDING JUNE 30, 2013. | | | |
| JDS UNIPHASE CORPORATION | | |
| Security | 46612J507 | Meeting Type | Annual |
| Ticker Symbol | JDSU | Meeting Date | 14-Nov-2012 |
| ISIN | US46612J5074 | Agenda | 933692368 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A. | ELECTION OF DIRECTOR: RICHARD E. | Management | For | For |
| BELLUZZO | | | |
| 1B. | ELECTION OF DIRECTOR: HAROLD L. | Management | For | For |
| COVERT | | | |
| 2. | TO RATIFY THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS THE | | | |
| INDEPENDENT PUBLIC ACCOUNTING FIRM | | | |
| FOR JDS UNIPHASE CORPORATION FOR | | | |
| THE FISCAL YEAR ENDING JUNE 29, 2013. | | | |
| 3. | TO APPROVE, BY NON-BINDING ADVISORY | Management | For | For |
| VOTE, THE COMPENSATION OF OUR NAMED | | | |
| EXECUTIVE OFFICERS. | | | |
| 4. | TO APPROVE AN AMENDMENT TO OUR | Management | For | For |
| CERTIFICATE OF INCORPORATION TO | | | |
| ELIMINATE THE CLASSIFIED STRUCTURE OF | | | |
| THE BOARD OF DIRECTORS. | | | |
| 5. | TO APPROVE AMENDMENTS TO OUR | Management | For | For |
| AMENDED AND RESTATED 2003 EQUITY | | | |
| INCENTIVE PLAN. | | | |
| SYSCO CORPORATION | | |
| Security | 871829107 | Meeting Type | Annual |
| Ticker Symbol | SYY | Meeting Date | 14-Nov-2012 |
| ISIN | US8718291078 | Agenda | 933692786 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A. | ELECTION OF DIRECTOR: JONATHAN | Management | For | For |
| GOLDEN | | | |
| 1B. | ELECTION OF DIRECTOR: JOSEPH A. | Management | For | For |
| HAFNER, JR. | | | |
| 1C. | ELECTION OF DIRECTOR: NANCY S. | Management | For | For |
| NEWCOMB | | | |
| 2. | TO APPROVE, BY ADVISORY VOTE, THE | Management | For | For |
| COMPENSATION PAID TO SYSCO'S NAMED | | | |
| EXECUTIVE OFFICERS, AS DISCLOSED IN | | | |
| SYSCO'S 2012 PROXY STATEMENT. | | | |
| 3. | TO RATIFY THE APPOINTMENT OF ERNST & | Management | For | For |
| YOUNG LLP AS SYSCO'S INDEPENDENT | | | |
| ACCOUNTANTS FOR FISCAL 2013. | | | |
Page 6 of 44
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2012 to 06/30/2013
| MAXIM INTEGRATED PRODUCTS, INC. | | |
| Security | 57772K101 | Meeting Type | Annual |
| Ticker Symbol | MXIM | Meeting Date | 14-Nov-2012 |
| ISIN | US57772K1016 | Agenda | 933692801 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | TUNC DOLUCA | | For | For |
| 2 | B. KIPLING HAGOPIAN | | For | For |
| 3 | JAMES R. BERGMAN | | For | For |
| 4 | JOSEPH R. BRONSON | | For | For |
| 5 | ROBERT E. GRADY | | For | For |
| 6 | WILLIAM D. WATKINS | | For | For |
| 7 | A.R. FRANK WAZZAN | | For | For |
| 2. | TO RATIFY THE APPOINTMENT OF DELOITTE | Management | For | For |
| & TOUCHE LLP AS MAXIM'S INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM | | | |
| FOR THE FISCAL YEAR ENDING JUNE 29, | | | |
| 2013. | | | |
| 3. | TO RATIFY AND APPROVE AN AMENDMENT | Management | For | For |
| TO MAXIM'S 2008 EMPLOYEE STOCK | | | |
| PURCHASE PLAN TO INCREASE THE | | | |
| NUMBER OF SHARES AVAILABLE FOR | | | |
| ISSUANCE THEREUNDER BY 2,000,000 | | | |
| SHARES. | | | |
| 4. | TO RATIFY AND APPROVE AN AMENDMENT | Management | For | For |
| AND RESTATEMENT OF THE COMPANY'S | | | |
| 1996 STOCK INCENTIVE PLAN (AS AMENDED, | | | |
| THE "PLAN") TO INCREASE THE NUMBER OF | | | |
| SHARES AVAILABLE FOR ISSUANCE | | | |
| THEREUNDER BY 6,000,000 SHARES AND TO | | | |
| EXPAND THE PERFORMANCE METRICS FOR | | | |
| EMPLOYEE EQUITY GRANTS UNDER THE | | | |
| PLAN. | | | |
| 5. | ADVISORY VOTE ON EXECUTIVE | Management | For | For |
| COMPENSATION. | | | |
| CISCO SYSTEMS, INC. | | |
| Security | 17275R102 | Meeting Type | Annual |
| Ticker Symbol | CSCO | Meeting Date | 15-Nov-2012 |
| ISIN | US17275R1023 | Agenda | 933691708 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A. | ELECTION OF DIRECTOR: CAROL A. BARTZ | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: MARC BENIOFF | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: M. MICHELE | Management | For | For |
| BURNS | | | |
| 1D. | ELECTION OF DIRECTOR: MICHAEL D. | Management | For | For |
| CAPELLAS | | | |
| 1E. | ELECTION OF DIRECTOR: LARRY R. CARTER | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: JOHN T. | Management | For | For |
| CHAMBERS | | | |
| 1G. | ELECTION OF DIRECTOR: BRIAN L. HALLA | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: DR. JOHN L. | Management | For | For |
| HENNESSY | | | |
| 1I | ELECTION OF DIRECTOR: DR. KRISTINA M. | Management | For | For |
| JOHNSON | | | |
| 1J. | ELECTION OF DIRECTOR: RICHARD M. | Management | For | For |
| KOVACEVICH | | | |
| 1K. | ELECTION OF DIRECTOR: RODERICK C. | Management | For | For |
| MCGEARY | | | |
| 1L. | ELECTION OF DIRECTOR: ARUN SARIN | Management | For | For |
| 1M. | ELECTION OF DIRECTOR: STEVEN M. WEST | Management | For | For |
| 2. | APPROVAL OF AMENDMENT AND | Management | For | For |
| RESTATEMENT OF THE EXECUTIVE | | | |
| INCENTIVE PLAN. | | | |
| 3. | APPROVAL, ON AN ADVISORY BASIS, OF | Management | Against | Against |
| EXECUTIVE COMPENSATION. | | | |
| 4. | RATIFICATION OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS | | | |
| CISCO'S INDEPENDENT REGISTERED | | | |
| PUBLIC ACCOUNTING FIRM FOR FISCAL | | | |
| 2013. | | | |
| 5. | APPROVAL TO HAVE CISCO'S BOARD ADOPT | Shareholder | Against | For |
| A POLICY TO HAVE AN INDEPENDENT | | | |
| BOARD CHAIRMAN WHENEVER POSSIBLE. | | | |
| 6. | APPROVAL TO REQUEST CISCO | Shareholder | Against | For |
| MANAGEMENT TO PREPARE A REPORT ON | | | |
| "CONFLICT MINERALS" IN CISCO'S SUPPLY | | | |
| CHAIN. | | | |
Page 7 of 44
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2012 to 06/30/2013
| RESMED INC. | | |
| Security | 761152107 | Meeting Type | Annual |
| Ticker Symbol | RMD | Meeting Date | 15-Nov-2012 |
| ISIN | US7611521078 | Agenda | 933694540 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A. | ELECTION OF DIRECTOR: DR. PETER | Management | For | For |
| FARRELL | | | |
| 1B. | ELECTION OF DIRECTOR: DR. GARY PACE | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: RONALD TAYLOR | Management | For | For |
| 2. | APPROVE, ON AN ADVISORY BASIS, THE | Management | For | For |
| COMPENSATION PAID TO OUR NAMED | | | |
| EXECUTIVE OFFICERS, AS DISCLOSED IN | | | |
| THIS PROXY STATEMENT. | | | |
| 3. | APPROVE AN AMENDMENT TO THE RESMED | Management | For | For |
| INC. 2009 EMPLOYEE STOCK PURCHASE | | | |
| PLAN, WHICH INCREASES THE NUMBER OF | | | |
| SHARES AUTHORIZED FOR ISSUE UNDER | | | |
| THE PLAN BY 2 MILLION SHARES, FROM 2.2 | | | |
| MILLION SHARES TO 4.2 MILLION SHARES. | | | |
| 4. | RATIFY OUR SELECTION OF KPMG LLP AS | Management | For | For |
| OUR INDEPENDENT AUDITORS FOR THE | | | |
| FISCAL YEAR ENDING JUNE 2013. | | | |
| MICROSOFT CORPORATION | | |
| Security | 594918104 | Meeting Type | Annual |
| Ticker Symbol | MSFT | Meeting Date | 28-Nov-2012 |
| ISIN | US5949181045 | Agenda | 933691784 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1. | ELECTION OF DIRECTOR: STEVEN A. | Management | For | For |
| BALLMER | | | |
| 2. | ELECTION OF DIRECTOR: DINA DUBLON | Management | For | For |
| 3. | ELECTION OF DIRECTOR: WILLIAM H. GATES | Management | For | For |
| III | | | |
| 4. | ELECTION OF DIRECTOR: MARIA M. KLAWE | Management | For | For |
| 5. | ELECTION OF DIRECTOR: STEPHEN J. | Management | For | For |
| LUCZO | | | |
| 6. | ELECTION OF DIRECTOR: DAVID F. | Management | For | For |
| MARQUARDT | | | |
| 7. | ELECTION OF DIRECTOR: CHARLES H. | Management | For | For |
| NOSKI | | | |
| 8. | ELECTION OF DIRECTOR: HELMUT PANKE | Management | For | For |
| 9. | ELECTION OF DIRECTOR: JOHN W. | Management | For | For |
| THOMPSON | | | |
| 10. | ADVISORY VOTE ON NAMED EXECUTIVE | Management | For | For |
| OFFICER COMPENSATION (THE BOARD | | | |
| RECOMMENDS A VOTE FOR THIS | | | |
| PROPOSAL) | | | |
| 11. | APPROVAL OF EMPLOYEE STOCK | Management | For | For |
| PURCHASE PLAN (THE BOARD | | | |
| RECOMMENDS A VOTE FOR THIS | | | |
| PROPOSAL) | | | |
| 12. | RATIFICATION OF DELOITTE & TOUCHE LLP | Management | For | For |
| AS OUR INDEPENDENT AUDITOR FOR | | | |
| FISCAL YEAR 2013 (THE BOARD | | | |
| RECOMMENDS A VOTE FOR THIS | | | |
| PROPOSAL) | | | |
| 13. | SHAREHOLDER PROPOSAL - ADOPT | Shareholder | For | Against |
| CUMULATIVE VOTING (THE BOARD | | | |
| RECOMMENDS A VOTE AGAINST THIS | | | |
| PROPOSAL) | | | |
Page 8 of 44
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2012 to 06/30/2013
| WALGREEN CO. | | |
| Security | 931422109 | Meeting Type | Annual |
| Ticker Symbol | WAG | Meeting Date | 09-Jan-2013 |
| ISIN | US9314221097 | Agenda | 933713465 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A. | ELECTION OF DIRECTOR: JANICE M. BABIAK | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: DAVID J. BRAILER | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: STEVEN A. DAVIS | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: WILLIAM C. FOOTE | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: MARK P. | Management | For | For |
| FRISSORA | | | |
| 1F. | ELECTION OF DIRECTOR: GINGER L. | Management | For | For |
| GRAHAM | | | |
| 1G. | ELECTION OF DIRECTOR: ALAN G. MCNALLY | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: DOMINIC P. | Management | For | For |
| MURPHY | | | |
| 1I. | ELECTION OF DIRECTOR: STEFANO | Management | For | For |
| PESSINA | | | |
| 1J. | ELECTION OF DIRECTOR: NANCY M. | Management | For | For |
| SCHLICHTING | | | |
| 1K. | ELECTION OF DIRECTOR: ALEJANDRO SILVA | Management | For | For |
| 1L. | ELECTION OF DIRECTOR: JAMES A. | Management | For | For |
| SKINNER | | | |
| 1M. | ELECTION OF DIRECTOR: GREGORY D. | Management | For | For |
| WASSON | | | |
| 2. | ADVISORY VOTE TO APPROVE NAMED | Management | For | For |
| EXECUTIVE OFFICER COMPENSATION. | | | |
| 3. | APPROVAL OF THE WALGREEN CO. 2013 | Management | For | For |
| OMNIBUS INCENTIVE PLAN. | | | |
| 4. | RATIFY THE APPOINTMENT OF DELOITTE & | Management | For | For |
| TOUCHE LLP AS WALGREEN CO.'S | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM. | | | |
| 5. | SHAREHOLDER PROPOSAL ON A POLICY | Shareholder | Against | For |
| REGARDING ACCELERATED VESTING OF | | | |
| EQUITY AWARDS OF SENIOR EXECUTIVES | | | |
| UPON A CHANGE IN CONTROL. | | | |
| JOHNSON CONTROLS, INC. | | |
| Security | 478366107 | Meeting Type | Annual |
| Ticker Symbol | JCI | Meeting Date | 23-Jan-2013 |
| ISIN | US4783661071 | Agenda | 933717639 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | DAVID P. ABNEY | | For | For |
| 2 | JULIE L. BUSHMAN | | For | For |
| 3 | EUGENIO CLARIOND | | For | For |
| 4 | JEFFREY A. JOERRES | | For | For |
| 2. | RATIFY THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS AS | | | |
| INDEPENDENT AUDITORS FOR 2013. | | | |
| 3. | APPROVE THE PROPOSED RESTATEMENT | Management | For | For |
| OF THE RESTATED ARTICLES OF | | | |
| INCORPORATION. | | | |
| 4. | APPROVE THE JOHNSON CONTROLS, INC. | Management | Against | Against |
| 2012 OMNIBUS INCENTIVE PLAN. | | | |
| 5. | APPROVE ON AN ADVISORY BASIS NAMED | Management | Against | Against |
| EXECUTIVE OFFICER COMPENSATION. | | | |
| 6. | CONSIDER A SHAREHOLDER PROPOSAL | Shareholder | Against | For |
| FOR AN INDEPENDENT CHAIR OF THE | | | |
| BOARD OF DIRECTORS. | | | |
| 7. | CONSIDER A SHAREHOLDER PROPOSAL TO | Shareholder | Against | For |
| PERMIT SHAREHOLDER ACTION BY | | | |
| WRITTEN CONSENT. | | | |
Page 9 of 44
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2012 to 06/30/2013
| D.R. HORTON, INC. | | |
| Security | 23331A109 | Meeting Type | Annual |
| Ticker Symbol | DHI | Meeting Date | 24-Jan-2013 |
| ISIN | US23331A1097 | Agenda | 933721020 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A. | ELECTION OF DIRECTOR: DONALD R. | Management | For | For |
| HORTON | | | |
| 1B. | ELECTION OF DIRECTOR: BRADLEY S. | Management | For | For |
| ANDERSON | | | |
| 1C. | ELECTION OF DIRECTOR: MICHAEL R. | Management | For | For |
| BUCHANAN | | | |
| 1D. | ELECTION OF DIRECTOR: MICHAEL W. | Management | For | For |
| HEWATT | | | |
| 1E. | ELECTION OF DIRECTOR: BOB G. SCOTT | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: DONALD J. | Management | For | For |
| TOMNITZ | | | |
| 2. | ADVISORY VOTE ON EXECUTIVE | Management | For | For |
| COMPENSATION. | | | |
| 3. | APPROVE THE PERFORMANCE CRITERIA | Management | For | For |
| UNDER OUR 2000 INCENTIVE BONUS PLAN | | | |
| FOR SECTION 162(M) PURPOSES. | | | |
| 4. | RATIFY THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS OUR | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM. | | | |
| VISA INC. | | |
| Security | 92826C839 | Meeting Type | Annual |
| Ticker Symbol | V | Meeting Date | 30-Jan-2013 |
| ISIN | US92826C8394 | Agenda | 933718895 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A. | ELECTION OF DIRECTOR: GARY P. | Management | For | For |
| COUGHLAN | | | |
| 1B. | ELECTION OF DIRECTOR: MARY B. | Management | For | For |
| CRANSTON | | | |
| 1C. | ELECTION OF DIRECTOR: FRANCISCO | Management | For | For |
| JAVIER FERNANDEZ-CARBAJAL | | | |
| 1D. | ELECTION OF DIRECTOR: ROBERT W. | Management | For | For |
| MATSCHULLAT | | | |
| 1E. | ELECTION OF DIRECTOR: CATHY E. | Management | For | For |
| MINEHAN | | | |
| 1F. | ELECTION OF DIRECTOR: SUZANNE NORA | Management | For | For |
| JOHNSON | | | |
| 1G. | ELECTION OF DIRECTOR: DAVID J. PANG | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: JOSEPH W. | Management | For | For |
| SAUNDERS | | | |
| 1I. | ELECTION OF DIRECTOR: CHARLES W. | Management | For | For |
| SCHARF | | | |
| 1J. | ELECTION OF DIRECTOR: WILLIAM S. | Management | For | For |
| SHANAHAN | | | |
| 1K. | ELECTION OF DIRECTOR: JOHN A. | Management | For | For |
| SWAINSON | | | |
| 2. | APPROVAL, ON AN ADVISORY BASIS, OF | Management | Against | Against |
| THE COMPENSATION OF OUR NAMED | | | |
| EXECUTIVE OFFICERS. | | | |
| 3. | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| KPMG LLP AS OUR INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM | | | |
| FOR FISCAL YEAR 2013. | | | |
| 4. | STOCKHOLDER PROPOSAL ON LOBBYING | Shareholder | Against | For |
| PRACTICES AND EXPENDITURES, IF | | | |
| PROPERLY PRESENTED. | | | |
Page 10 of 44
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2012 to 06/30/2013
| EMERSON ELECTRIC CO. | | |
| Security | 291011104 | Meeting Type | Annual |
| Ticker Symbol | EMR | Meeting Date | 05-Feb-2013 |
| ISIN | US2910111044 | Agenda | 933717261 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | C.A.H. BOERSIG* | | For | For |
| 2 | J.B. BOLTEN* | | For | For |
| 3 | M.S. LEVATICH* | | For | For |
| 4 | R.L. STEPHENSON* | | For | For |
| 5 | A.A. BUSCH III# | | For | For |
| 2. | APPROVAL, BY NON-BINDING ADVISORY | Management | For | For |
| VOTE, OF EMERSON ELECTRIC CO. | | | |
| EXECUTIVE COMPENSATION. | | | |
| 3. | RATIFICATION OF KPMG LLP AS | Management | For | For |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM. | | | |
| 4. | APPROVAL OF AN AMENDMENT TO THE | Management | For | For |
| RESTATED ARTICLES OF INCORPORATION | | | |
| TO DECLASSIFY THE BOARD OF | | | |
| DIRECTORS. | | | |
| 5. | APPROVAL OF THE STOCKHOLDER | Shareholder | Against | For |
| PROPOSAL REQUESTING THE ISSUANCE OF | | | |
| A SUSTAINABILITY REPORT AS DESCRIBED | | | |
| IN THE PROXY STATEMENT. | | | |
| ROCKWELL AUTOMATION, INC. | | |
| Security | 773903109 | Meeting Type | Annual |
| Ticker Symbol | ROK | Meeting Date | 05-Feb-2013 |
| ISIN | US7739031091 | Agenda | 933720167 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| A. | DIRECTOR | | Management | | |
| 1 | BARRY C. JOHNSON | | For | For |
| 2 | W.T. MCCORMICK, JR. | | For | For |
| 3 | KEITH D. NOSBUSCH | | For | For |
| B. | TO APPROVE THE SELECTION OF DELOITTE | Management | For | For |
| & TOUCHE LLP AS THE CORPORATION'S | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM. | | | |
| C. | TO APPROVE, ON AN ADVISORY BASIS, THE | Management | For | For |
| COMPENSATION OF THE CORPORATION'S | | | |
| NAMED EXECUTIVE OFFICERS. | | | |
| QUALCOMM INCORPORATED | | |
| Security | 747525103 | Meeting Type | Annual |
| Ticker Symbol | QCOM | Meeting Date | 05-Mar-2013 |
| ISIN | US7475251036 | Agenda | 933726397 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A | ELECTION OF DIRECTOR: BARBARA T. | Management | For | For |
| ALEXANDER | | | |
| 1B | ELECTION OF DIRECTOR: DONALD G. | Management | For | For |
| CRUICKSHANK | | | |
| 1C | ELECTION OF DIRECTOR: RAYMOND V. | Management | For | For |
| DITTAMORE | | | |
| 1D | ELECTION OF DIRECTOR: SUSAN | Management | For | For |
| HOCKFIELD | | | |
| 1E | ELECTION OF DIRECTOR: THOMAS W. | Management | For | For |
| HORTON | | | |
| 1F | ELECTION OF DIRECTOR: PAUL E. JACOBS | Management | For | For |
| 1G | ELECTION OF DIRECTOR: SHERRY LANSING | Management | For | For |
| 1H | ELECTION OF DIRECTOR: DUANE A. NELLES | Management | For | For |
| 1I | ELECTION OF DIRECTOR: FRANCISCO ROS | Management | For | For |
| 1J | ELECTION OF DIRECTOR: BRENT | Management | For | For |
| SCOWCROFT | | | |
| 1K | ELECTION OF DIRECTOR: MARC I. STERN | Management | For | For |
| 02 | TO APPROVE THE 2006 LONG-TERM | Management | Against | Against |
| INCENTIVE PLAN, AS AMENDED, WHICH | | | |
| INCLUDES AN INCREASE IN THE SHARE | | | |
| RESERVE BY 90,000,000 SHARES. | | | |
| 03 | TO RATIFY THE SELECTION OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS OUR | | | |
| INDEPENDENT PUBLIC ACCOUNTANTS FOR | | | |
| OUR FISCAL YEAR ENDING SEPTEMBER 29, | | | |
| 2013. | | | |
| 04 | ADVISORY APPROVAL OF THE COMPANY'S | Management | Against | Against |
| EXECUTIVE COMPENSATION. | | | |
Page 11 of 44
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2012 to 06/30/2013
| HELMERICH & PAYNE, INC. | | |
| Security | 423452101 | Meeting Type | Annual |
| Ticker Symbol | HP | Meeting Date | 06-Mar-2013 |
| ISIN | US4234521015 | Agenda | 933726121 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | HANS HELMERICH | | For | For |
| 2 | JOHN W. LINDSAY | | For | For |
| 3 | PAULA MARSHALL | | For | For |
| 4 | RANDY A. FOUTCH | | For | For |
| 2. | RATIFICATION OF ERNST & YOUNG LLP AS | Management | For | For |
| AUDITORS FOR 2013. | | | |
| 3. | ADVISORY VOTE ON EXECUTIVE | Management | For | For |
| COMPENSATION. | | | |
| 4. | NON-BINDING STOCKHOLDER PROPOSAL | Shareholder | Against | N/A |
| TO ADOPT A MAJORITY VOTING STANDARD | | | |
| IN THE ELECTION OF DIRECTORS OF THE | | | |
| COMPANY. | | | |
| THE WALT DISNEY COMPANY | | |
| Security | 254687106 | Meeting Type | Annual |
| Ticker Symbol | DIS | Meeting Date | 06-Mar-2013 |
| ISIN | US2546871060 | Agenda | 933727109 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A. | ELECTION OF DIRECTOR: SUSAN E. ARNOLD | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: JOHN S. CHEN | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: JUDITH L. ESTRIN | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: ROBERT A. IGER | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: FRED H. | Management | For | For |
| LANGHAMMER | | | |
| 1F. | ELECTION OF DIRECTOR: AYLWIN B. LEWIS | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: MONICA C. | Management | For | For |
| LOZANO | | | |
| 1H. | ELECTION OF DIRECTOR: ROBERT W. | Management | For | For |
| MATSCHULLAT | | | |
| 1I. | ELECTION OF DIRECTOR: SHERYL K. | Management | For | For |
| SANDBERG | | | |
| 1J. | ELECTION OF DIRECTOR: ORIN C. SMITH | Management | For | For |
| 2. | TO RATIFY THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS THE | | | |
| COMPANY'S REGISTERED PUBLIC | | | |
| ACCOUNTANTS FOR 2013. | | | |
| 3. | TO APPROVE THE TERMS OF THE | Management | Against | Against |
| COMPANY'S AMENDED AND RESTATED 2002 | | | |
| EXECUTIVE PERFORMANCE PLAN, AS | | | |
| AMENDED. | | | |
| 4. | TO APPROVE THE ADVISORY RESOLUTION | Management | Against | Against |
| ON EXECUTIVE COMPENSATION. | | | |
| 5. | TO APPROVE THE SHAREHOLDER | Shareholder | Against | For |
| PROPOSAL RELATING TO PROXY ACCESS. | | | |
| 6. | TO APPROVE THE SHAREHOLDER | Shareholder | For | Against |
| PROPOSAL RELATING TO FUTURE | | | |
| SEPARATION OF CHAIRMAN AND CHIEF | | | |
| EXECUTIVE OFFICER. | | | |
Page 12 of 44
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2012 to 06/30/2013
| HEWLETT-PACKARD COMPANY | | |
| Security | 428236103 | Meeting Type | Annual |
| Ticker Symbol | HPQ | Meeting Date | 20-Mar-2013 |
| ISIN | US4282361033 | Agenda | 933731615 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A. | ELECTION OF DIRECTOR: M.L. ANDREESSEN | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: S. BANERJI | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: R.L. GUPTA | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: J.H. | Management | For | For |
| HAMMERGREN | | | |
| 1E. | ELECTION OF DIRECTOR: R.J. LANE | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: A.M. LIVERMORE | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: G.M. REINER | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: P.F. RUSSO | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: G.K. THOMPSON | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: M.C. WHITMAN | Management | For | For |
| 1K. | ELECTION OF DIRECTOR: R.V. WHITWORTH | Management | For | For |
| 2. | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| THE INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR THE FISCAL YEAR | | | |
| ENDING OCTOBER 31, 2013. | | | |
| 3. | ADVISORY VOTE ON EXECUTIVE | Management | For | For |
| COMPENSATION. | | | |
| 4. | AMEND HP'S AMENDED AND RESTATED | Management | For | For |
| BYLAWS TO PERMIT STOCKHOLDER PROXY | | | |
| ACCESS. | | | |
| 5. | APPROVAL OF THE SECOND AMENDED AND | Management | Against | Against |
| RESTATED HEWLETT-PACKARD COMPANY | | | |
| 2004 STOCK INCENTIVE PLAN. | | | |
| 6. | STOCKHOLDER PROPOSAL RELATING TO | Shareholder | Against | For |
| THE FORMATION OF A HUMAN RIGHTS | | | |
| COMMITTEE. | | | |
| 7. | STOCKHOLDER PROPOSAL ENTITLED "2013 | Shareholder | Against | For |
| HEWLETT-PACKARD RESOLUTION ON | | | |
| HUMAN RIGHTS POLICY." | | | |
| 8. | STOCKHOLDER PROPOSAL ENTITLED | Shareholder | Against | For |
| "EXECUTIVES TO RETAIN SIGNIFICANT | | | |
| STOCK." | | | |
| HANESBRANDS INC. | | |
| Security | 410345102 | Meeting Type | Annual |
| Ticker Symbol | HBI | Meeting Date | 03-Apr-2013 |
| ISIN | US4103451021 | Agenda | 933734685 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | LEE A. CHADEN | | For | For |
| 2 | BOBBY J. GRIFFIN | | For | For |
| 3 | JAMES C. JOHNSON | | For | For |
| 4 | JESSICA T. MATHEWS | | For | For |
| 5 | J. PATRICK MULCAHY | | For | For |
| 6 | RONALD L. NELSON | | For | For |
| 7 | RICHARD A. NOLL | | For | For |
| 8 | ANDREW J. SCHINDLER | | For | For |
| 9 | ANN E. ZIEGLER | | For | For |
| 2. | TO APPROVE THE AMENDED AND | Management | For | For |
| RESTATED HANESBRANDS INC. OMNIBUS | | | |
| INCENTIVE PLAN | | | |
| 3. | TO APPROVE, BY A NON-BINDING, | Management | For | For |
| ADVISORY VOTE, EXECUTIVE | | | |
| COMPENSATION AS DESCRIBED IN THE | | | |
| PROXY STATEMENT FOR THE ANNUAL | | | |
| MEETING | | | |
| 4. | TO RATIFY THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS | | | |
| HANESBRANDS' INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM | | | |
| FOR HANESBRANDS' 2013 FISCAL YEAR | | | |
Page 13 of 44
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2012 to 06/30/2013
| SCHLUMBERGER LIMITED (SCHLUMBERGER N.V.) | | |
| Security | 806857108 | Meeting Type | Annual |
| Ticker Symbol | SLB | Meeting Date | 10-Apr-2013 |
| ISIN | AN8068571086 | Agenda | 933739382 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A. | ELECTION OF DIRECTOR: PETER L.S. | Management | For | For |
| CURRIE | | | |
| 1B. | ELECTION OF DIRECTOR: TONY ISAAC | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: K. VAMAN KAMATH | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: PAAL KIBSGAARD | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: NIKOLAY | Management | For | For |
| KUDRYAVTSEV | | | |
| 1F. | ELECTION OF DIRECTOR: ADRIAN LAJOUS | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: MICHAEL E. | Management | For | For |
| MARKS | | | |
| 1H. | ELECTION OF DIRECTOR: LUBNA S. OLAYAN | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: L. RAFAEL REIF | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: TORE I. | Management | For | For |
| SANDVOLD | | | |
| 1K. | ELECTION OF DIRECTOR: HENRI SEYDOUX | Management | For | For |
| 2. | TO APPROVE, ON AN ADVISORY BASIS, THE | Management | Against | Against |
| COMPANY'S EXECUTIVE COMPENSATION. | | | |
| 3. | TO APPROVE THE COMPANY'S 2012 | Management | For | For |
| FINANCIAL STATEMENTS AND | | | |
| DECLARATIONS OF DIVIDENDS. | | | |
| 4. | TO APPROVE THE APPOINTMENT OF THE | Management | For | For |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM. | | | |
| 5. | TO APPROVE THE ADOPTION OF THE 2013 | Management | Against | Against |
| SCHLUMBERGER OMNIBUS INCENTIVE | | | |
| PLAN. | | | |
| 6. | TO APPROVE THE ADOPTION OF AN | Management | For | For |
| AMENDMENT AND RESTATEMENT OF THE | | | |
| SCHLUMBERGER DISCOUNT STOCK | | | |
| PURCHASE PLAN. | | | |
| NORTHERN TRUST CORPORATION | | |
| Security | 665859104 | Meeting Type | Annual |
| Ticker Symbol | NTRS | Meeting Date | 16-Apr-2013 |
| ISIN | US6658591044 | Agenda | 933739558 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | LINDA WALKER BYNOE | | For | For |
| 2 | NICHOLAS D. CHABRAJA | | For | For |
| 3 | SUSAN CROWN | | For | For |
| 4 | DIPAK C. JAIN | | For | For |
| 5 | ROBERT W. LANE | | For | For |
| 6 | EDWARD J. MOONEY | | For | For |
| 7 | JOSE LUIS PRADO | | For | For |
| 8 | JOHN W. ROWE | | For | For |
| 9 | MARTIN P. SLARK | | For | For |
| 10 | DAVID H.B. SMITH, JR. | | For | For |
| 11 | CHARLES A. TRIBBETT III | | For | For |
| 12 | FREDERICK H. WADDELL | | For | For |
| 2. | APPROVAL, BY AN ADVISORY VOTE, OF THE | Management | For | For |
| 2012 COMPENSATION OF THE | | | |
| CORPORATION'S NAMED EXECUTIVE | | | |
| OFFICERS. | | | |
| 3. | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| KPMG LLP AS THE CORPORATION'S | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR THE FISCAL YEAR | | | |
| ENDING DECEMBER 31, 2013. | | | |
| 4. | STOCKHOLDER PROPOSAL REGARDING | Shareholder | For | Against |
| ADDITIONAL DISCLOSURE OF POLITICAL | | | |
| AND LOBBYING CONTRIBUTIONS, IF | | | |
| PROPERLY PRESENTED AT THE ANNUAL | | | |
| MEETING. | | | |
Page 14 of 44
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2012 to 06/30/2013
| DISCOVER FINANCIAL SERVICES | | |
| Security | 254709108 | Meeting Type | Annual |
| Ticker Symbol | DFS | Meeting Date | 17-Apr-2013 |
| ISIN | US2547091080 | Agenda | 933737097 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A. | ELECTION OF DIRECTOR: JEFFREY S. | Management | For | For |
| ARONIN | | | |
| 1B. | ELECTION OF DIRECTOR: MARY K. BUSH | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: GREGORY C. | Management | For | For |
| CASE | | | |
| 1D. | ELECTION OF DIRECTOR: CYNTHIA A. | Management | For | For |
| GLASSMAN | | | |
| 1E. | ELECTION OF DIRECTOR: RICHARD H. | Management | For | For |
| LENNY | | | |
| 1F. | ELECTION OF DIRECTOR: THOMAS G. | Management | For | For |
| MAHERAS | | | |
| 1G. | ELECTION OF DIRECTOR: MICHAEL H. | Management | For | For |
| MOSKOW | | | |
| 1H. | ELECTION OF DIRECTOR: DAVID W. NELMS | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: E. FOLLIN SMITH | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: MARK A. THIERER | Management | For | For |
| 1K. | ELECTION OF DIRECTOR: LAWRENCE A. | Management | For | For |
| WEINBACH | | | |
| 2. | ADVISORY VOTE TO APPROVE NAMED | Management | For | For |
| EXECUTIVE OFFICER COMPENSATION. | | | |
| 3. | TO RATIFY THE APPOINTMENT OF DELOITTE | Management | For | For |
| & TOUCHE LLP AS THE COMPANY'S | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM. | | | |
| EBAY INC. | | |
| Security | 278642103 | Meeting Type | Annual |
| Ticker Symbol | EBAY | Meeting Date | 18-Apr-2013 |
| ISIN | US2786421030 | Agenda | 933756934 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A. | ELECTION OF DIRECTOR: DAVID M. | Management | For | For |
| MOFFETT | | | |
| 1B. | ELECTION OF DIRECTOR: RICHARD T. | Management | For | For |
| SCHLOSBERG, III | | | |
| 1C. | ELECTION OF DIRECTOR: THOMAS J. | Management | For | For |
| TIERNEY | | | |
| 2. | TO APPROVE, ON AN ADVISORY BASIS, THE | Management | Against | Against |
| COMPENSATION OF OUR NAMED | | | |
| EXECUTIVE OFFICERS. | | | |
| 3. | STOCKHOLDER PROPOSAL REGARDING | Shareholder | Against | For |
| CORPORATE LOBBYING DISCLOSURE. | | | |
| 4. | STOCKHOLDER PROPOSAL REGARDING | Shareholder | Against | For |
| PRIVACY AND DATA SECURITY. | | | |
| 5. | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS OUR | | | |
| INDEPENDENT AUDITORS FOR OUR FISCAL | | | |
| YEAR ENDING DECEMBER 31, 2013. | | | |
Page 15 of 44
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2012 to 06/30/2013
| ASSOCIATED BANC-CORP | | |
| Security | 045487105 | Meeting Type | Annual |
| Ticker Symbol | ASBC | Meeting Date | 23-Apr-2013 |
| ISIN | US0454871056 | Agenda | 933743040 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | JOHN F. BERGSTROM | | For | For |
| 2 | RUTH M. CROWLEY | | For | For |
| 3 | PHILIP B. FLYNN | | For | For |
| 4 | RONALD R. HARDER | | For | For |
| 5 | WILLIAM R. HUTCHINSON | | For | For |
| 6 | ROBERT A. JEFFE | | For | For |
| 7 | EILEEN A. KAMERICK | | For | For |
| 8 | RICHARD T. LOMMEN | | For | For |
| 9 | J. DOUGLAS QUICK | | For | For |
| 10 | KAREN T. VAN LITH | | For | For |
| 11 | JOHN (JAY) B. WILLIAMS | | For | For |
| 2. | THE APPROVAL OF THE ASSOCIATED BANC- | Management | Against | Against |
| CORP 2013 INCENTIVE COMPENSATION | | | |
| PLAN. | | | | |
| 3. | ADVISORY APPROVAL OF ASSOCIATED | Management | For | For |
| BANC-CORP'S NAMED EXECUTIVE OFFICER | | | |
| COMPENSATION. | | | |
| 4. | THE RATIFICATION OF THE SELECTION OF | Management | For | For |
| KPMG LLP AS THE INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM | | | |
| FOR ASSOCIATED BANC-CORP FOR THE | | | |
| YEAR ENDING DECEMBER 31, 2013. | | | |
| THE PNC FINANCIAL SERVICES GROUP, INC. | | |
| Security | 693475105 | Meeting Type | Annual |
| Ticker Symbol | PNC | Meeting Date | 23-Apr-2013 |
| ISIN | US6934751057 | Agenda | 933744561 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A | ELECTION OF DIRECTOR: RICHARD O. | Management | For | For |
| BERNDT | | | |
| 1B | ELECTION OF DIRECTOR: CHARLES E. | Management | For | For |
| BUNCH | | | |
| 1C | ELECTION OF DIRECTOR: PAUL W. | Management | For | For |
| CHELLGREN | | | |
| 1D | ELECTION OF DIRECTOR: WILLIAM S. | Management | For | For |
| DEMCHAK | | | |
| 1E | ELECTION OF DIRECTOR: KAY COLES | Management | For | For |
| JAMES | | | |
| 1F | ELECTION OF DIRECTOR: RICHARD B. | Management | For | For |
| KELSON | | | |
| 1G | ELECTION OF DIRECTOR: BRUCE C. | Management | For | For |
| LINDSAY | | | |
| 1H | ELECTION OF DIRECTOR: ANTHONY A. | Management | For | For |
| MASSARO | | | |
| 1I | ELECTION OF DIRECTOR: JANE G. PEPPER | Management | For | For |
| 1J | ELECTION OF DIRECTOR: JAMES E. ROHR | Management | For | For |
| 1K | ELECTION OF DIRECTOR: DONALD J. | Management | For | For |
| SHEPARD | | | |
| 1L | ELECTION OF DIRECTOR: LORENE K. | Management | For | For |
| STEFFES | | | |
| 1M | ELECTION OF DIRECTOR: DENNIS F. STRIGL | Management | For | For |
| 1N | ELECTION OF DIRECTOR: THOMAS J. USHER | Management | For | For |
| 1O | ELECTION OF DIRECTOR: GEORGE H. | Management | For | For |
| WALLS, JR. | | | |
| 1P | ELECTION OF DIRECTOR: HELGE H. | Management | For | For |
| WEHMEIER | | | |
| 2 | RATIFICATION OF THE AUDIT COMMITTEE'S | Management | For | For |
| SELECTION OF | | | |
| PRICEWATERHOUSECOOPERS LLP AS | | | |
| PNC'S INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR 2013. | | | |
| 3 | ADVISORY VOTE TO APPROVE NAMED | Management | For | For |
| EXECUTIVE OFFICER COMPENSATION. | | | |
| 4 | A SHAREHOLDER PROPOSAL REGARDING A | Shareholder | Against | For |
| REPORT ON GREENHOUSE GAS EMISSIONS | | | |
| OF BORROWERS AND EXPOSURE TO | | | |
| CLIMATE CHANGE RISK. | | | |
Page 16 of 44
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2012 to 06/30/2013
| ENCANA CORPORATION | | |
| Security | 292505104 | Meeting Type | Annual |
| Ticker Symbol | ECA | Meeting Date | 23-Apr-2013 |
| ISIN | CA2925051047 | Agenda | 933761442 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 01 | DIRECTOR | | Management | | |
| 1 | PETER A. DEA | | For | For |
| 2 | CLAIRE S. FARLEY | | For | For |
| 3 | FRED J. FOWLER | | For | For |
| 4 | SUZANNE P. NIMOCKS | | For | For |
| 5 | DAVID P. O'BRIEN | | For | For |
| 6 | JANE L. PEVERETT | | For | For |
| 7 | BRIAN G. SHAW | | For | For |
| 8 | BRUCE G. WATERMAN | | For | For |
| 9 | CLAYTON H. WOITAS | | For | For |
| 02 | APPOINTMENT OF AUDITOR - | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AT A | | | |
| REMUNERATION TO BE FIXED BY THE | | | |
| BOARD OF DIRECTORS | | | |
| 03 | ADVISORY VOTE APPROVING THE | Management | For | For |
| CORPORATION'S APPROACH TO EXECUTIVE | | | |
| COMPENSATION | | | |
| 04 | RECONFIRMATION OF THE SHAREHOLDER | Management | For | For |
| RIGHTS PLAN. | | | |
| NOBLE ENERGY, INC. | | |
| Security | 655044105 | Meeting Type | Annual |
| Ticker Symbol | NBL | Meeting Date | 23-Apr-2013 |
| ISIN | US6550441058 | Agenda | 933772914 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A. | ELECTION OF DIRECTOR: JEFFREY L. | Management | For | For |
| BERENSON | | | |
| 1B. | ELECTION OF DIRECTOR: MICHAEL A. | Management | For | For |
| CAWLEY | | | |
| 1C. | ELECTION OF DIRECTOR: EDWARD F. COX | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: CHARLES D. | Management | For | For |
| DAVIDSON | | | |
| 1E. | ELECTION OF DIRECTOR: THOMAS J. | Management | For | For |
| EDELMAN | | | |
| 1F. | ELECTION OF DIRECTOR: ERIC P. GRUBMAN | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: KIRBY L. HEDRICK | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: SCOTT D. URBAN | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: WILLIAM T. VAN | Management | For | For |
| KLEEF | | | |
| 1J. | ELECTION OF DIRECTOR: MOLLY K. | Management | For | For |
| WILLIAMSON | | | |
| 2. | TO RATIFY THE APPOINTMENT OF KPMG LLP | Management | For | For |
| AS THE COMPANY'S INDEPENDENT | | | |
| AUDITOR. | | | |
| 3. | TO APPROVE, IN A NON-BINDING ADVISORY | Management | Against | Against |
| VOTE, THE COMPENSATION OF THE | | | |
| COMPANY'S NAMED EXECUTIVE OFFICERS. | | | |
| 4. | TO APPROVE AN AMENDMENT AND | Management | Against | Against |
| RESTATEMENT OF THE COMPANY'S 1992 | | | |
| STOCK OPTION AND RESTRICTED STOCK | | | |
| PLAN. | | | |
| 5. | TO APPROVE AN AMENDMENT TO THE | Management | For | For |
| COMPANY'S CERTIFICATE OF | | | |
| INCORPORATION. | | | |
| 6. | TO APPROVE AN AMENDMENT TO THE | Management | For | For |
| COMPANY'S BY-LAWS, ALL AS MORE FULLY | | | |
| DESCRIBED IN THE PROXY STATEMENT. | | | |
Page 17 of 44
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2012 to 06/30/2013
| CITIGROUP INC. | | |
| Security | 172967424 | Meeting Type | Annual |
| Ticker Symbol | C | Meeting Date | 24-Apr-2013 |
| ISIN | US1729674242 | Agenda | 933746375 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A. | ELECTION OF DIRECTOR: MICHAEL L. | Management | For | For |
| CORBAT | | | |
| 1B. | ELECTION OF DIRECTOR: FRANZ B. HUMER | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: ROBERT L. JOSS | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: MICHAEL E. | Management | For | For |
| O'NEILL | | | |
| 1E. | ELECTION OF DIRECTOR: JUDITH RODIN | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: ROBERT L. RYAN | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: ANTHONY M. | Management | For | For |
| SANTOMERO | | | |
| 1H. | ELECTION OF DIRECTOR: JOAN E. SPERO | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: DIANA L. TAYLOR | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: WILLIAM S. | Management | For | For |
| THOMPSON, JR. | | | |
| 1K. | ELECTION OF DIRECTOR: ERNESTO | Management | For | For |
| ZEDILLO PONCE DE LEON | | | |
| 2. | PROPOSAL TO RATIFY THE SELECTION OF | Management | For | For |
| KPMG LLP AS CITI'S INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM | | | |
| FOR 2013. | | | |
| 3. | ADVISORY APPROVAL OF CITI'S 2012 | Management | Against | Against |
| EXECUTIVE COMPENSATION. | | | |
| 4. | AMENDMENT TO THE CITIGROUP 2009 | Management | Against | Against |
| STOCK INCENTIVE PLAN (RELATING TO | | | |
| DIVIDEND EQUIVALENTS). | | | |
| 5. | STOCKHOLDER PROPOSAL REQUESTING | Shareholder | Against | For |
| THAT EXECUTIVES RETAIN A SIGNIFICANT | | | |
| PORTION OF THEIR STOCK UNTIL REACHING | | | |
| NORMAL RETIREMENT AGE. | | | |
| 6. | STOCKHOLDER PROPOSAL REQUESTING A | Shareholder | Against | For |
| REPORT ON LOBBYING AND GRASSROOTS | | | |
| LOBBYING CONTRIBUTIONS. | | | |
| 7. | STOCKHOLDER PROPOSAL REQUESTING | Shareholder | Against | For |
| THAT THE BOARD INSTITUTE A POLICY TO | | | |
| MAKE IT MORE PRACTICAL TO DENY | | | |
| INDEMNIFICATION FOR DIRECTORS. | | | |
Page 18 of 44
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2012 to 06/30/2013
| GENERAL ELECTRIC COMPANY | | |
| Security | 369604103 | Meeting Type | Annual |
| Ticker Symbol | GE | Meeting Date | 24-Apr-2013 |
| ISIN | US3696041033 | Agenda | 933750196 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| A1 | ELECTION OF DIRECTOR: W. GEOFFREY | Management | For | For |
| BEATTIE | | | |
| A2 | ELECTION OF DIRECTOR: JOHN J. BRENNAN | Management | For | For |
| A3 | ELECTION OF DIRECTOR: JAMES I. CASH, | Management | For | For |
| JR. | | | |
| A4 | ELECTION OF DIRECTOR: FRANCISCO | Management | For | For |
| D'SOUZA | | | |
| A5 | ELECTION OF DIRECTOR: MARIJN E. | Management | For | For |
| DEKKERS | | | |
| A6 | ELECTION OF DIRECTOR: ANN M. FUDGE | Management | For | For |
| A7 | ELECTION OF DIRECTOR: SUSAN | Management | For | For |
| HOCKFIELD | | | |
| A8 | ELECTION OF DIRECTOR: JEFFREY R. | Management | For | For |
| IMMELT | | | |
| A9 | ELECTION OF DIRECTOR: ANDREA JUNG | Management | For | For |
| A10 | ELECTION OF DIRECTOR: ROBERT W. LANE | Management | For | For |
| A11 | ELECTION OF DIRECTOR: RALPH S. LARSEN | Management | For | For |
| A12 | ELECTION OF DIRECTOR: ROCHELLE B. | Management | For | For |
| LAZARUS | | | |
| A13 | ELECTION OF DIRECTOR: JAMES J. MULVA | Management | For | For |
| A14 | ELECTION OF DIRECTOR: MARY L. | Management | For | For |
| SCHAPIRO | | | |
| A15 | ELECTION OF DIRECTOR: ROBERT J. | Management | For | For |
| SWIERINGA | | | |
| A16 | ELECTION OF DIRECTOR: JAMES S. TISCH | Management | For | For |
| A17 | ELECTION OF DIRECTOR: DOUGLAS A. | Management | For | For |
| WARNER III | | | |
| B1 | ADVISORY APPROVAL OF OUR NAMED | Management | Against | Against |
| EXECUTIVES' COMPENSATION | | | |
| B2 | RATIFICATION OF SELECTION OF | Management | For | For |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM | | | |
| C1 | CESSATION OF ALL STOCK OPTIONS AND | Shareholder | Against | For |
| BONUSES | | | |
| C2 | DIRECTOR TERM LIMITS | Shareholder | Against | For |
| C3 | INDEPENDENT CHAIRMAN | Shareholder | Against | For |
| C4 | RIGHT TO ACT BY WRITTEN CONSENT | Shareholder | Against | For |
| C5 | EXECUTIVES TO RETAIN SIGNIFICANT | Shareholder | Against | For |
| STOCK | | | |
| C6 | MULTIPLE CANDIDATE ELECTIONS | Shareholder | Against | For |
| JOHNSON & JOHNSON | | |
| Security | 478160104 | Meeting Type | Annual |
| Ticker Symbol | JNJ | Meeting Date | 25-Apr-2013 |
| ISIN | US4781601046 | Agenda | 933745068 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A. | ELECTION OF DIRECTOR: MARY SUE | Management | For | For |
| COLEMAN | | | |
| 1B. | ELECTION OF DIRECTOR: JAMES G. CULLEN | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: IAN E.L. DAVIS | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: ALEX GORSKY | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: MICHAEL M.E. | Management | For | For |
| JOHNS | | | |
| 1F. | ELECTION OF DIRECTOR: SUSAN L. | Management | For | For |
| LINDQUIST | | | |
| 1G. | ELECTION OF DIRECTOR: ANNE M. | Management | For | For |
| MULCAHY | | | |
| 1H. | ELECTION OF DIRECTOR: LEO F. MULLIN | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: WILLIAM D. PEREZ | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: CHARLES PRINCE | Management | For | For |
| 1K. | ELECTION OF DIRECTOR: A. EUGENE | Management | For | For |
| WASHINGTON | | | |
| 1L. | ELECTION OF DIRECTOR: RONALD A. | Management | For | For |
| WILLIAMS | | | |
| 2. | ADVISORY VOTE TO APPROVE NAMED | Management | For | For |
| EXECUTIVE OFFICER COMPENSATION | | | |
| 3. | RATIFICATION OF APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR 2013 | | | |
| 4. | SHAREHOLDER PROPOSAL - EXECUTIVES | Shareholder | Against | For |
| TO RETAIN SIGNIFICANT STOCK | | | |
| 5. | SHAREHOLDER PROPOSAL ON POLITICAL | Shareholder | For | Against |
| CONTRIBUTIONS AND CORPORATE VALUES | | | |
| 6. | SHAREHOLDER PROPOSAL ON | Shareholder | Against | For |
| INDEPENDENT BOARD CHAIRMAN | | | |
Page 19 of 44
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2012 to 06/30/2013
| ABB LTD | | |
| Security | 000375204 | Meeting Type | Annual |
| Ticker Symbol | ABB | Meeting Date | 25-Apr-2013 |
| ISIN | US0003752047 | Agenda | 933769854 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 2.1 | APPROVAL OF THE ANNUAL REPORT, THE | Management | For | For |
| CONSOLIDATED FINANCIAL STATEMENTS, | | | |
| AND THE ANNUAL FINANCIAL STATEMENTS | | | |
| FOR 2012 | | | |
| 2.2 | CONSULTATIVE VOTE ON THE 2012 | Management | For | For |
| REMUNERATION REPORT | | | |
| 3 | DISCHARGE OF THE BOARD OF DIRECTORS | Management | For | For |
| AND THE PERSONS ENTRUSTED WITH | | | |
| MANAGEMENT | | | |
| 4 | APPROPRIATION OF AVAILABLE EARNINGS | Management | For | For |
| AND DISTRIBUTION OF CAPITAL | | | |
| CONTRIBUTION RESERVE | | | |
| 5 | RENEWAL OF AUTHORIZED SHARE CAPITAL | Management | For | For |
| 6.1 | RE-ELECTION TO THE BOARD OF DIRECTOR: | Management | For | For |
| ROGER AGNELLI | | | |
| 6.2 | RE-ELECTION TO THE BOARD OF DIRECTOR: | Management | For | For |
| LOUIS R. HUGHES | | | |
| 6.3 | RE-ELECTION TO THE BOARD OF DIRECTOR: | Management | For | For |
| HANS ULRICH MARKI | | | |
| 6.4 | RE-ELECTION TO THE BOARD OF DIRECTOR: | Management | For | For |
| MICHEL DE ROSEN | | | |
| 6.5 | RE-ELECTION TO THE BOARD OF DIRECTOR: | Management | For | For |
| MICHAEL TRESCHOW | | | |
| 6.6 | RE-ELECTION TO THE BOARD OF DIRECTOR: | Management | For | For |
| JACOB WALLENBERG | | | |
| 6.7 | RE-ELECTION TO THE BOARD OF DIRECTOR: | Management | For | For |
| YING YEH | | | |
| 6.8 | RE-ELECTION TO THE BOARD OF DIRECTOR: | Management | For | For |
| HUBERTUS VON GRUNBERG | | | |
| 7 | RE-ELECTION OF THE AUDITORS ERNST & | Management | For | For |
| YOUNG AG | | | |
| ENERGYSOLUTIONS, INC. | | |
| Security | 292756202 | Meeting Type | Special |
| Ticker Symbol | ES | Meeting Date | 26-Apr-2013 |
| ISIN | US2927562023 | Agenda | 933756174 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1. | TO ADOPT THE AGREEMENT AND PLAN OF | Management | Against | Against |
| MERGER, DATED AS OF JANUARY 7, 2013, | | | |
| AS AMENDED BY FIRST AMENDMENT TO | | | |
| AGREEMENT AND PLAN OF MERGER, DATED | | | |
| AS OF APRIL 5, 2013, AND AS IT MAY BE | | | |
| AMENDED FROM TIME TO TIME, BY AND | | | |
| AMONG ENERGYSOLUTIONS, INC., | | | |
| ROCKWELL HOLDCO, INC., AND ROCKWELL | | | |
| ACQUISITION CORP. | | | |
| 2. | TO ADJOURN THE SPECIAL MEETING, IF | Management | For | For |
| NECESSARY OR APPROPRIATE, TO SOLICIT | | | |
| ADDITIONAL PROXIES IF THERE ARE | | | |
| INSUFFICIENT VOTES AT THE TIME OF THE | | | |
| SPECIAL MEETING TO ADOPT THE | | | |
| AGREEMENT AND PLAN OF MERGER. | | | |
| 3. | TO ADOPT THE ADVISORY (NON-BINDING) | Management | Against | Against |
| PROPOSAL TO APPROVE SPECIFIED | | | |
| COMPENSATION THAT MAY BECOME | | | |
| PAYABLE TO THE NAMED EXECUTIVE | | | |
| OFFICERS OF ENERGYSOLUTIONS, INC. IN | | | |
| CONNECTION WITH THE AGREEMENT AND | | | |
| PLAN OF MERGER, AS IT MAY BE AMENDED | | | |
| FROM TIME TO TIME, BY AND AMONG | | | |
| ENERGYSOLUTIONS, INC., ROCKWELL | | | |
| HOLDCO, INC. AND ROCKWELL ACQUISITION | | | |
| CORP. | | | |
Page 20 of 44
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2012 to 06/30/2013
| HARLEY-DAVIDSON, INC. | | |
| Security | 412822108 | Meeting Type | Annual |
| Ticker Symbol | HOG | Meeting Date | 27-Apr-2013 |
| ISIN | US4128221086 | Agenda | 933746515 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | BARRY K. ALLEN | | For | For |
| 2 | R. JOHN ANDERSON | | For | For |
| 3 | RICHARD I. BEATTIE | | For | For |
| 4 | MARTHA F. BROOKS | | For | For |
| 5 | MICHAEL J. CAVE | | For | For |
| 6 | GEORGE H. CONRADES | | For | For |
| 7 | DONALD A. JAMES | | For | For |
| 8 | SARA L. LEVINSON | | For | For |
| 9 | N. THOMAS LINEBARGER | | For | For |
| 10 | GEORGE L. MILES, JR. | | For | For |
| 11 | JAMES A. NORLING | | For | For |
| 12 | KEITH E. WANDELL | | For | For |
| 13 | JOCHEN ZEITZ | | For | For |
| 2. | APPROVAL, BY ADVISORY VOTE, OF THE | Management | Against | Against |
| COMPENSATION OF OUR NAMED | | | |
| EXECUTIVE OFFICERS. | | | |
| 3. | RATIFICATION OF THE SELECTION OF | Management | For | For |
| ERNST & YOUNG LLP, INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM, | | | |
| TO BE THE AUDITORS. | | | |
| BRUNSWICK CORPORATION | | |
| Security | 117043109 | Meeting Type | Annual |
| Ticker Symbol | BC | Meeting Date | 01-May-2013 |
| ISIN | US1170431092 | Agenda | 933747947 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1.1 | ELECTION OF DIRECTOR: NOLAN D. | Management | For | For |
| ARCHIBALD | | | |
| 1.2 | ELECTION OF DIRECTOR: DAVID C. EVERITT | Management | For | For |
| 1.3 | ELECTION OF DIRECTOR: ROGER J. WOOD | Management | For | For |
| 1.4 | ELECTION OF DIRECTOR: LAWRENCE A. | Management | For | For |
| ZIMMERMAN | | | |
| 2 | THE APPROVAL OF THE COMPENSATION OF | Management | For | For |
| OUR NAMED EXECUTIVE OFFICERS ON AN | | | |
| ADVISORY BASIS. | | | |
| 3 | THE APPROVAL OF THE BRUNSWICK | Management | For | For |
| CORPORATION SENIOR MANAGEMENT | | | |
| INCENTIVE PLAN. | | | |
| 4 | THE RATIFICATION OF THE AUDIT | Management | For | For |
| COMMITTEE'S APPOINTMENT OF ERNST & | | | |
| YOUNG LLP AS THE COMPANY'S | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR THE FISCAL YEAR | | | |
| ENDING DECEMBER 31, 2013. | | | |
| PEPSICO, INC. | | |
| Security | 713448108 | Meeting Type | Annual |
| Ticker Symbol | PEP | Meeting Date | 01-May-2013 |
| ISIN | US7134481081 | Agenda | 933748521 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A. | ELECTION OF DIRECTOR: S.L. BROWN | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: G.W. BUCKLEY | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: I.M. COOK | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: D. DUBLON | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: V.J. DZAU | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: R.L. HUNT | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: A. IBARGUEN | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: I.K. NOOYI | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: S.P. | Management | For | For |
| ROCKEFELLER | | | |
| 1J. | ELECTION OF DIRECTOR: J.J. SCHIRO | Management | For | For |
| 1K. | ELECTION OF DIRECTOR: L.G. TROTTER | Management | For | For |
| 1L. | ELECTION OF DIRECTOR: D. VASELLA | Management | For | For |
| 1M. | ELECTION OF DIRECTOR: A. WEISSER | Management | For | For |
| 2. | RATIFY THE APPOINTMENT OF KPMG LLP AS | Management | For | For |
| OUR INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTANTS FOR FISCAL YEAR 2013. | | | |
| 3. | ADVISORY RESOLUTION TO APPROVE | Management | Against | Against |
| EXECUTIVE COMPENSATION. | | | |
Page 21 of 44
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2012 to 06/30/2013
| EMC CORPORATION | | |
| Security | 268648102 | Meeting Type | Annual |
| Ticker Symbol | EMC | Meeting Date | 01-May-2013 |
| ISIN | US2686481027 | Agenda | 933748747 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A. | ELECTION OF DIRECTOR: MICHAEL W. | Management | For | For |
| BROWN | | | |
| 1B. | ELECTION OF DIRECTOR: RANDOLPH L. | Management | For | For |
| COWEN | | | |
| 1C. | ELECTION OF DIRECTOR: GAIL DEEGAN | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: JAMES S. | Management | For | For |
| DISTASIO | | | |
| 1E. | ELECTION OF DIRECTOR: JOHN R. EGAN | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: EDMUND F. KELLY | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: JAMI MISCIK | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: WINDLE B. PRIEM | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: PAUL SAGAN | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: DAVID N. STROHM | Management | For | For |
| 1K. | ELECTION OF DIRECTOR: JOSEPH M. TUCCI | Management | For | For |
| 2. | RATIFICATION OF THE SELECTION BY THE | Management | For | For |
| AUDIT COMMITTEE OF | | | |
| PRICEWATERHOUSECOOPERS LLP AS | | | |
| EMC'S INDEPENDENT AUDITORS FOR THE | | | |
| FISCAL YEAR ENDING DECEMBER 31, 2013, | | | |
| AS DESCRIBED IN EMC'S PROXY | | | |
| STATEMENT. | | | |
| 3. | ADVISORY APPROVAL OF OUR EXECUTIVE | Management | Against | Against |
| COMPENSATION, AS DESCRIBED IN EMC'S | | | |
| PROXY STATEMENT. | | | |
| 4. | APPROVAL OF THE EMC CORPORATION | Management | For | For |
| AMENDED AND RESTATED 2003 STOCK | | | |
| PLAN, AS DESCRIBED IN EMC'S PROXY | | | |
| STATEMENT. | | | |
| 5. | APPROVAL OF THE EMC CORPORATION | Management | For | For |
| AMENDED AND RESTATED 1989 EMPLOYEE | | | |
| STOCK PURCHASE PLAN, AS DESCRIBED IN | | | |
| EMC'S PROXY STATEMENT. | | | |
| 6. | APPROVAL OF AMENDMENTS TO EMC'S | Management | For | For |
| ARTICLES OF ORGANIZATION AND BYLAWS | | | |
| TO ALLOW SHAREHOLDERS TO ACT BY | | | |
| WRITTEN CONSENT BY LESS THAN | | | |
| UNANIMOUS APPROVAL, AS DESCRIBED IN | | | |
| EMC'S PROXY STATEMENT. | | | |
| 7. | TO ACT UPON A SHAREHOLDER PROPOSAL | Shareholder | For | Against |
| RELATING TO POLITICAL CONTRIBUTIONS, | | | |
| AS DESCRIBED IN EMC'S PROXY | | | |
| STATEMENT. | | | |
Page 22 of 44
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2012 to 06/30/2013
| MSCI INC. | | |
| Security | 55354G100 | Meeting Type | Annual |
| Ticker Symbol | MSCI | Meeting Date | 01-May-2013 |
| ISIN | US55354G1004 | Agenda | 933751718 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1.1 | ELECTION OF DIRECTOR: BENJAMIN F. | Management | For | For |
| DUPONT | | | |
| 1.2 | ELECTION OF DIRECTOR: HENRY A. | Management | For | For |
| FERNANDEZ | | | |
| 1.3 | ELECTION OF DIRECTOR: ALICE W. HANDY | Management | For | For |
| 1.4 | ELECTION OF DIRECTOR: CATHERINE R. | Management | For | For |
| KINNEY | | | |
| 1.5 | ELECTION OF DIRECTOR: LINDA H. RIEFLER | Management | For | For |
| 1.6 | ELECTION OF DIRECTOR: GEORGE W. | Management | For | For |
| SIGULER | | | |
| 1.7 | ELECTION OF DIRECTOR: PATRICK TIERNEY | Management | For | For |
| 1.8 | ELECTION OF DIRECTOR: RODOLPHE M. | Management | For | For |
| VALLEE | | | |
| 2 | TO APPROVE, BY NON-BINDING VOTE, OUR | Management | For | For |
| EXECUTIVE COMPENSATION, AS | | | |
| DESCRIBED IN THESE PROXY MATERIALS. | | | |
| 3 | TO RATIFY THE APPOINTMENT OF DELOITTE | Management | For | For |
| & TOUCHE LLP AS INDEPENDENT AUDITOR. | | | |
| FIRST HORIZON NATIONAL CORPORATION | | |
| Security | 320517105 | Meeting Type | Annual |
| Ticker Symbol | FHN | Meeting Date | 02-May-2013 |
| ISIN | US3205171057 | Agenda | 933746503 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A | ELECTION OF DIRECTOR: ROBERT B. | Management | For | For |
| CARTER | | | |
| 1B | ELECTION OF DIRECTOR: JOHN C. | Management | For | For |
| COMPTON | | | |
| 1C | ELECTION OF DIRECTOR: MARK A. EMKES | Management | For | For |
| 1D | ELECTION OF DIRECTOR: CORYDON J. | Management | For | For |
| GILCHRIST | | | |
| 1E | ELECTION OF DIRECTOR: VICKY B. GREGG | Management | For | For |
| 1F | ELECTION OF DIRECTOR: D. BRYAN JORDAN | Management | For | For |
| 1G | ELECTION OF DIRECTOR: R. BRAD MARTIN | Management | For | For |
| 1H | ELECTION OF DIRECTOR: SCOTT M. | Management | For | For |
| NISWONGER | | | |
| 1I | ELECTION OF DIRECTOR: VICKI R. PALMER | Management | For | For |
| 1J | ELECTION OF DIRECTOR: COLIN V. REED | Management | For | For |
| 1K | ELECTION OF DIRECTOR: LUKE YANCY III | Management | For | For |
| 2 | APPROVAL OF AN ADVISORY RESOLUTION | Management | For | For |
| TO APPROVE EXECUTIVE COMPENSATION. | | | |
| 3 | RATIFICATION OF APPOINTMENT OF KPMG | Management | For | For |
| LLP AS AUDITORS. | | | |
| ILLINOIS TOOL WORKS INC. | | |
| Security | 452308109 | Meeting Type | Annual |
| Ticker Symbol | ITW | Meeting Date | 03-May-2013 |
| ISIN | US4523081093 | Agenda | 933753255 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A. | ELECTION OF DIRECTOR: DANIEL J. BRUTTO | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: SUSAN CROWN | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: DON H. DAVIS, JR. | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: JAMES W. | Management | For | For |
| GRIFFITH | | | |
| 1E. | ELECTION OF DIRECTOR: ROBERT C. | Management | For | For |
| MCCORMACK | | | |
| 1F. | ELECTION OF DIRECTOR: ROBERT S. | Management | For | For |
| MORRISON | | | |
| 1G. | ELECTION OF DIRECTOR: E. SCOTT SANTI | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: JAMES A. | Management | For | For |
| SKINNER | | | |
| 1I. | ELECTION OF DIRECTOR: DAVID B. SMITH, | Management | For | For |
| JR. | | | |
| 1J. | ELECTION OF DIRECTOR: PAMELA B. | Management | For | For |
| STROBEL | | | |
| 1K. | ELECTION OF DIRECTOR: KEVIN M. WARREN | Management | For | For |
|
| 1L. | ELECTION OF DIRECTOR: ANRE D. WILLIAMS | Management | For | For |
|
| 2. | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| DELOITTE & TOUCHE LLP AS ITW'S | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR 2013. | | | |
| 3. | ADVISORY VOTE TO APPROVE EXECUTIVE | Management | For | For |
| COMPENSATION. | | | |
| 4. | STOCKHOLDER PROPOSAL TO ADOPT | Shareholder | Against | For |
| SIMPLE MAJORITY VOTE RIGHT. | | | |
Page 23 of 44
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2012 to 06/30/2013
| AFLAC INCORPORATED | | |
| Security | 001055102 | Meeting Type | Annual |
| Ticker Symbol | AFL | Meeting Date | 06-May-2013 |
| ISIN | US0010551028 | Agenda | 933751833 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A. | ELECTION OF DIRECTOR: DANIEL P. AMOS | Management | For | For |
|
| 1B. | ELECTION OF DIRECTOR: JOHN SHELBY | Management | For | For |
| AMOS II | | | |
| 1C. | ELECTION OF DIRECTOR: PAUL S. AMOS II | Management | For | For |
|
| 1D. | ELECTION OF DIRECTOR: W. PAUL BOWERS | Management | For | For |
|
| 1E. | ELECTION OF DIRECTOR: KRISS CLONINGER | Management | For | For |
| III | | | |
| 1F. | ELECTION OF DIRECTOR: ELIZABETH J. | Management | For | For |
| HUDSON | | | |
| 1G. | ELECTION OF DIRECTOR: DOUGLAS W. | Management | For | For |
| JOHNSON | | | |
| 1H. | ELECTION OF DIRECTOR: ROBERT B. | Management | For | For |
| JOHNSON | | | |
| 1I. | ELECTION OF DIRECTOR: CHARLES B. | Management | For | For |
| KNAPP | | | |
| 1J. | ELECTION OF DIRECTOR: E. STEPHEN | Management | For | For |
| PURDOM, M.D. | | | |
| 1K. | ELECTION OF DIRECTOR: BARBARA K. | Management | For | For |
| RIMER, DRPH | | | |
| 1L. | ELECTION OF DIRECTOR: MELVIN T. STITH | Management | For | For |
|
| 1M. | ELECTION OF DIRECTOR: DAVID GARY | Management | For | For |
| THOMPSON | | | |
| 1N. | ELECTION OF DIRECTOR: TAKURO YOSHIDA | Management | For | For |
|
| 2. | TO CONSIDER THE FOLLOWING NON- | Management | Against | Against |
| BINDING ADVISORY PROPOSAL: | | | |
| "RESOLVED, THAT THE SHAREHOLDERS | | | |
| APPROVE THE COMPENSATION OF THE | | | |
| COMPANY'S NAMED EXECUTIVE OFFICERS, | | | |
| PURSUANT TO THE COMPENSATION | | | |
| DISCLOSURE RULES OF THE SECURITIES | | | |
| AND EXCHANGE COMMISSION, INCLUDING | | | |
| AS DISCLOSED IN THE COMPENSATION | | | |
| DISCUSSION AND ANALYSIS, EXECUTIVE | | | |
| COMPENSATION TABLES AND | | | |
| ACCOMPANYING NARRATIVE DISCUSSION | | | |
| IN THE PROXY STATEMENT" | | | |
|
| 3. | TO CONSIDER AND ACT UPON THE | Management | For | For |
| RATIFICATION OF THE APPOINTMENT OF | | | |
| KPMG LLP AS INDEPENDENT REGISTERED | | | |
| PUBLIC ACCOUNTING FIRM OF THE | | | |
| COMPANY FOR THE YEAR ENDING | | | |
| DECEMBER 31, 2013 | | | |
Page 24 of 44
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2012 to 06/30/2013
| LKQ CORPORATION | | |
| Security | 501889208 | Meeting Type | Annual |
| Ticker Symbol | LKQ | Meeting Date | 06-May-2013 |
| ISIN | US5018892084 | Agenda | 933752621 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1. | DIRECTOR | Management | | |
| 1 | A. CLINTON ALLEN | | For | For |
| 2 | KEVIN F. FLYNN | | For | For |
| | | | | |
| 3 | RONALD G. FOSTER | | For | For |
|
| 4 | JOSEPH M. HOLSTEN | | For | For |
|
| 5 | BLYTHE J. MCGARVIE | | For | For |
|
| 6 | PAUL M. MEISTER | | For | For |
|
| 7 | JOHN F. O'BRIEN | | For | For |
|
| 8 | GUHAN SUBRAMANIAN | | For | For |
|
| 9 | ROBERT L. WAGMAN | | For | For |
|
| 10 | WILLIAM M. WEBSTER, IV | | For | For |
|
| 2. | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| DELOITTE & TOUCHE LLP AS THE | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM OF LKQ CORPORATION | | | |
| FOR THE FISCAL YEAR ENDING DECEMBER | | | |
| 31, 2013. | | | |
| 3. | APPROVAL OF THE MATERIAL TERMS OF | Management | For | For |
| THE PERFORMANCE GOALS UNDER THE | | | |
| LKQ CORPORATION 1998 EQUITY INCENTIVE | | | |
| PLAN TO PERMIT CERTAIN PAYMENTS | | | |
| UNDER THE PLAN TO QUALIFY AS TAX- | | | |
| DEDUCTIBLE PERFORMANCE BASED | | | |
| COMPENSATION, AS DESCRIBED IN THE | | | |
| PROXY STATEMENT FOR THE ANNUAL | | | |
| MEETING. | | | |
| 4. | APPROVAL OF AN AMENDMENT TO THE LKQ | Management | Against | Against |
| CORPORATION CERTIFICATE OF | | | |
| INCORPORATION TO INCREASE THE | | | |
| NUMBER OF AUTHORIZED SHARES OF | | | |
| COMMON STOCK FROM 500,000,000 TO | | | |
| 1,000,000,000, AS DESCRIBED IN THE PROXY | | | |
| STATEMENT FOR THE ANNUAL MEETING. | | | |
| 5. | APPROVAL, ON AN ADVISORY BASIS, OF | Management | For | For |
| THE COMPENSATION OF THE NAMED | | | |
| EXECUTIVE OFFICERS OF LKQ | | | |
| CORPORATION. | | | |
| ALTERA CORPORATION | | |
| Security | 021441100 | Meeting Type | Annual |
| Ticker Symbol | ALTR | Meeting Date | 06-May-2013 |
| ISIN | US0214411003 | Agenda | 933758700 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A. | ELECTION OF DIRECTOR: JOHN P. DAANE | Management | For | For |
|
| 1B. | ELECTION OF DIRECTOR: T. MICHAEL | Management | For | For |
| NEVENS | | | |
| 1C. | ELECTION OF DIRECTOR: A. BLAINE | Management | For | For |
| BOWMAN | | | |
| 1D. | ELECTION OF DIRECTOR: ELISHA W. FINNEY | Management | For | For |
|
| 1E. | ELECTION OF DIRECTOR: KEVIN MCGARITY | Management | For | For |
|
| 1F. | ELECTION OF DIRECTOR: SHANE V. | Management | For | For |
| ROBISON | | | |
| 1G. | ELECTION OF DIRECTOR: JOHN | Management | For | For |
| SHOEMAKER | | | |
| 1H. | ELECTION OF DIRECTOR: THOMAS H. | Management | For | For |
| WAECHTER | | | |
| 2. | TO APPROVE AN AMENDMENT TO THE 2005 | Management | Against | Against |
| EQUITY INCENTIVE PLAN TO INCREASE BY | | | |
| 3,000,000 THE NUMBER OF SHARES OF | | | |
| COMMON STOCK RESERVED FOR ISSUANCE | | | |
| UNDER THE PLAN. | | | |
| 3. | TO APPROVE AN AMENDMENT TO THE 2005 | Management | Against | Against |
| EQUITY INCENTIVE PLAN REGARDING NON- | | | |
| EMPLOYEE DIRECTOR EQUITY AWARDS. | | | |
| 4. | TO APPROVE AN AMENDMENT TO THE 1987 | Management | Against | Against |
| EMPLOYEE STOCK PURCHASE PLAN TO | | | |
| INCREASE BY 1,000,000 THE NUMBER OF | | | |
| SHARES OF COMMON STOCK RESERVED | | | |
| FOR ISSUANCE UNDER THE PLAN. | | | |
| 5. | TO APPROVE, ON AN ADVISORY BASIS, | Management | For | For |
| NAMED EXECUTIVE OFFICER | | | |
| COMPENSATION. | | | |
| 6. | TO RATIFY THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS OUR | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR THE FISCAL YEAR | | | |
| ENDING DECEMBER 31, 2013. | | | |
Page 25 of 44
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2012 to 06/30/2013
| ZIMMER HOLDINGS, INC. | | |
| Security | 98956P102 | Meeting Type | Annual |
| Ticker Symbol | ZMH | Meeting Date | 07-May-2013 |
| ISIN | US98956P1021 | Agenda | 933751679 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A. | ELECTION OF DIRECTOR: CHRISTOPHER B. | Management | For | For |
| BEGLEY | | | |
| 1B. | ELECTION OF DIRECTOR: BETSY J. | Management | For | For |
| BERNARD | | | |
| 1C. | ELECTION OF DIRECTOR: GAIL K. | Management | For | For |
| BOUDREAUX | | | |
| 1D. | ELECTION OF DIRECTOR: DAVID C. DVORAK | Management | For | For |
|
| 1E. | ELECTION OF DIRECTOR: LARRY C. | Management | For | For |
| GLASSCOCK | | | |
| 1F. | ELECTION OF DIRECTOR: ROBERT A. | Management | For | For |
| HAGEMANN | | | |
| 1G. | ELECTION OF DIRECTOR: ARTHUR J. | Management | For | For |
| HIGGINS | | | |
| 1H. | ELECTION OF DIRECTOR: JOHN L. | Management | For | For |
| MCGOLDRICK | | | |
| 1I. | ELECTION OF DIRECTOR: CECIL B. PICKETT, | Management | For | For |
| PH.D. | | | |
| 2. | ADVISORY VOTE TO APPROVE NAMED | Management | For | For |
| EXECUTIVE OFFICER COMPENSATION | | | |
| 3. | RATIFICATION OF APPOINTMENT OF | Management | For | For |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR 2013 | | | |
| 4. | APPROVE THE AMENDED ZIMMER | Management | For | For |
| HOLDINGS, INC. EXECUTIVE PERFORMANCE | | | |
| INCENTIVE PLAN | | | |
| 5. | APPROVE THE AMENDED ZIMMER | Management | Against | Against |
| HOLDINGS, INC. 2009 STOCK INCENTIVE | | | |
| PLAN | | | |
| BAXTER INTERNATIONAL INC. | | |
| Security | 071813109 | Meeting Type | Annual |
| Ticker Symbol | BAX | Meeting Date | 07-May-2013 |
| ISIN | US0718131099 | Agenda | 933754916 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A. | ELECTION OF DIRECTOR: THOMAS F. CHEN | Management | For | For |
|
| 1B. | ELECTION OF DIRECTOR: BLAKE E. DEVITT | Management | For | For |
|
| 1C. | ELECTION OF DIRECTOR: JOHN D. FORSYTH | Management | For | For |
|
| 1D. | ELECTION OF DIRECTOR: GAIL D. FOSLER | Management | For | For |
|
| 1E. | ELECTION OF DIRECTOR: CAROLE J. | Management | For | For |
| SHAPAZIAN | | | |
| 2. | RATIFICATION OF INDEPENDENT | Management | For | For |
| REGISTERED PUBLIC ACCOUNTING FIRM | | | |
| 3. | APPROVAL OF NAMED EXECUTIVE OFFICER | Management | Against | Against |
| COMPENSATION | | | |
| 4. | AMENDMENT OF ARTICLE SIXTH OF THE | Management | For | For |
| AMENDED AND RESTATED CERTIFICATE OF | | | |
| INCORPORATION ELIMINATING THE | | | |
| CLASSIFIED STRUCTURE OF THE BOARD OF | | | |
| DIRECTORS | | | |
| 5. | AMENDMENT OF THE AMENDED AND | Management | For | For |
| RESTATED CERTIFICATE OF | | | |
| INCORPORATION GRANTING HOLDERS OF | | | |
| AT LEAST 25% OF OUTSTANDING COMMON | | | |
| STOCK THE RIGHT TO CALL A SPECIAL | | | |
| MEETING OF SHAREHOLDERS | | | |
Page 26 of 44
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2012 to 06/30/2013
| FOREST OIL CORPORATION | | |
| Security | 346091705 | Meeting Type | Annual |
| Ticker Symbol | FST | Meeting Date | 07-May-2013 |
| ISIN | US3460917053 | Agenda | 933756592 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1. | DIRECTOR | Management | | |
| 1 | LOREN K. CARROLL | | For | For |
|
| 2 | RICHARD J. CARTY | | For | For |
|
| 3 | RAYMOND I. WILCOX | | For | For |
|
| 2. | APPROVAL, ON AN ADVISORY BASIS, OF | Management | For | For |
| THE COMPENSATION OF FOREST'S NAMED | | | |
| EXECUTIVE OFFICERS. | | | |
| 3. | APPROVAL OF AN ADDITIONAL 750,000 | Management | For | For |
| SHARES FOR ISSUANCE UNDER THE | | | |
| FOREST OIL CORPORATION 1999 EMPLOYEE | | | |
| STOCK PURCHASE PLAN. | | | |
| 4. | APPROVAL OF AN AMENDMENT TO | Management | Against | Against |
| INCREASE THE ANNUAL INDIVIDUAL AWARD | | | |
| LIMITS UNDER THE FOREST OIL | | | |
| CORPORATION 2007 STOCK INCENTIVE | | | |
| PLAN, OR THE 2007 PLAN. | | | |
| 5. | APPROVAL OF AN AMENDMENT TO THE 2007 | Management | Against | Against |
| PLAN TO MAKE AN ADDITIONAL 800,000 | | | |
| SHARES AVAILABLE FOR ISSUANCE UNDER | | | |
| THE 2007 PLAN. | | | |
| 6. | APPROVAL OF AN AMENDMENT TO THE | Management | For | For |
| DEFINITION OF "CORPORATE CHANGE" | | | |
| UNDER THE 2007 PLAN. | | | |
| 7. | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| ERNST & YOUNG LLP AS FOREST'S | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR THE YEAR ENDING | | | |
| DECEMBER 31, 2013. | | | |
| MASCO CORPORATION | | |
| Security | 574599106 | Meeting Type | Annual |
| Ticker Symbol | MAS | Meeting Date | 07-May-2013 |
| ISIN | US5745991068 | Agenda | 933777104 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A. | ELECTION OF DIRECTOR: DENNIS W. | Management | For | For |
| ARCHER | | | |
| 1B. | ELECTION OF DIRECTOR: DONALD R. | Management | For | For |
| PARFET | | | |
| 1C. | ELECTION OF DIRECTOR: LISA A. PAYNE | Management | For | For |
|
| 2. | TO APPROVE, BY NON-BINDING ADVISORY | Management | For | For |
| VOTE, THE COMPENSATION PAID TO THE | | | |
| COMPANY'S NAMED EXECUTIVE OFFICERS, | | | |
| AS DISCLOSED PURSUANT TO THE | | | |
| COMPENSATION DISCLOSURE RULES OF | | | |
| THE SEC, INCLUDING THE COMPENSATION | | | |
| DISCUSSION AND ANALYSIS, THE | | | |
| COMPENSATION TABLES AND THE RELATED | | | |
| MATERIALS DISCLOSED IN THE PROXY | | | |
| STATEMENT. | | | |
|
| 3. | TO RATIFY THE SELECTION OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP, AS | | | |
| INDEPENDENT AUDITORS FOR THE | | | |
| COMPANY FOR 2013. | | | |
| 4. | TO AMEND THE COMPANY'S CERTIFICATE | Management | For | For |
| OF INCORPORATION AND BYLAWS TO | | | |
| DECLASSIFY THE BOARD OF DIRECTORS. | | | |
| 5. | TO APPROVE THE PERFORMANCE METRICS | Management | For | For |
| FOR PERFORMANCE-BASED | | | |
| COMPENSATION INTENDED TO QUALIFY | | | |
| UNDER INTERNAL REVENUE CODE SECTION | | | |
| 162(M). | | | |
Page 27 of 44
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2012 to 06/30/2013
| BANK OF AMERICA CORPORATION | | |
| Security | 060505104 | Meeting Type | Annual |
| Ticker Symbol | BAC | Meeting Date | 08-May-2013 |
| ISIN | US0605051046 | Agenda | 933759017 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A. | ELECTION OF DIRECTOR: SHARON L. ALLEN | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: SUSAN S. BIES | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: JACK O. | Management | For | For |
| BOVENDER, JR. | | | |
| 1D. | ELECTION OF DIRECTOR: FRANK P. | Management | For | For |
| BRAMBLE, SR. | | | |
| 1E. | ELECTION OF DIRECTOR: ARNOLD W. | Management | For | For |
| DONALD | | | |
| 1F. | ELECTION OF DIRECTOR: CHARLES K. | Management | For | For |
| GIFFORD | | | |
| 1G. | ELECTION OF DIRECTOR: CHARLES O. | Management | For | For |
| HOLLIDAY, JR. | | | |
| 1H. | ELECTION OF DIRECTOR: LINDA P. HUDSON | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: MONICA C. | Management | For | For |
| LOZANO | | | |
| 1J. | ELECTION OF DIRECTOR: THOMAS J. MAY | Management | For | For |
| 1K. | ELECTION OF DIRECTOR: BRIAN T. | Management | For | For |
| MOYNIHAN | | | |
| 1L. | ELECTION OF DIRECTOR: LIONEL L. | Management | For | For |
| NOWELL, III | | | |
| 1M. | ELECTION OF DIRECTOR: R. DAVID YOST | Management | For | For |
| 2. | AN ADVISORY (NON-BINDING) VOTE TO | Management | Against | Against |
| APPROVE EXECUTIVE COMPENSATION (SAY | | | |
| ON PAY). | | | |
| 3. | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| THE REGISTERED INDEPENDENT PUBLIC | | | |
| ACCOUNTING FIRM FOR 2013. | | | |
| 4. | STOCKHOLDER PROPOSAL - REPORT ON | Shareholder | For | Against |
| POLITICAL CONTRIBUTIONS. | | | |
| 5. | STOCKHOLDER PROPOSAL - PROXY | Shareholder | Against | For |
| ACCESS. | | | |
| 6. | STOCKHOLDER PROPOSAL - MULTIPLE | Shareholder | Against | For |
| BOARD SERVICE. | | | |
| 7. | STOCKHOLDER PROPOSAL - POLITICAL | Shareholder | For | Against |
| CONTRIBUTIONS. | | | |
| 8. | STOCKHOLDER PROPOSAL - MORTGAGE | Shareholder | Against | For |
| SERVICING. | | | |
| DIAMONDROCK HOSPITALITY CO | | |
| Security | 252784301 | Meeting Type | Annual |
| Ticker Symbol | DRH | Meeting Date | 08-May-2013 |
| ISIN | US2527843013 | Agenda | 933765440 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1. | DIRECTOR | Management | | |
| 1 | WILLIAM W. MCCARTEN | | For | For |
| 2 | DANIEL J. ALTOBELLO | | For | For |
| 3 | W. ROBERT GRAFTON | | For | For |
| 4 | MAUREEN L. MCAVEY | | For | For |
| 5 | GILBERT T. RAY | | For | For |
| 6 | BRUCE D. WARDINSKI | | For | For |
| 7 | MARK W. BRUGGER | | For | For |
| 2. | TO APPROVE, ON A NON-BINDING, | Management | For | For |
| ADVISORY BASIS, THE COMPENSATION OF | | | |
| THE NAMED EXECUTIVE OFFICERS, AS | | | |
| DISCLOSED IN THE PROXY STATEMENT. | | | |
| 3. | TO RATIFY THE APPOINTMENT OF KPMG LLP | Management | For | For |
| AS THE INDEPENDENT AUDITORS FOR | | | |
| DIAMONDROCK HOSPITALITY COMPANY | | | |
| FOR THE FISCAL YEAR ENDING DECEMBER | | | |
| 31, 2013. | | | |
Page 28 of 44
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2012 to 06/30/2013
| EXPRESS SCRIPTS HOLDING COMPANY | | |
| Security | 30219G108 | Meeting Type | Annual |
| Ticker Symbol | ESRX | Meeting Date | 09-May-2013 |
| ISIN | US30219G1085 | Agenda | 933758306 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A. | ELECTION OF DIRECTOR: GARY G. BENANAV | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: MAURA C. BREEN | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: WILLIAM J. | Management | For | For |
| DELANEY | | | |
| 1D. | ELECTION OF DIRECTOR: NICHOLAS J. | Management | For | For |
| LAHOWCHIC | | | |
| 1E. | ELECTION OF DIRECTOR: THOMAS P. MAC | Management | For | For |
| MAHON | | | |
| 1F. | ELECTION OF DIRECTOR: FRANK | Management | For | For |
| MERGENTHALER | | | |
| 1G. | ELECTION OF DIRECTOR: WOODROW A. | Management | For | For |
| MYERS, JR., MD | | | |
| 1H. | ELECTION OF DIRECTOR: JOHN O. PARKER, | Management | For | For |
| JR. | | | |
| 1I. | ELECTION OF DIRECTOR: GEORGE PAZ | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: WILLIAM L. | Management | For | For |
| ROPER, MD, MPH | | | |
| 1K. | ELECTION OF DIRECTOR: SAMUEL K. | Management | For | For |
| SKINNER | | | |
| 1L. | ELECTION OF DIRECTOR: SEYMOUR | Management | For | For |
| STERNBERG | | | |
| 2. | TO RATIFY THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS THE | | | |
| COMPANY'S INDEPENDENT REGISTERED | | | |
| PUBLIC ACCOUNTANTS. | | | |
| 3. | TO APPROVE, BY NON-BINDING VOTE, | Management | For | For |
| EXECUTIVE COMPENSATION. | | | |
| 3M COMPANY | | |
| Security | 88579Y101 | Meeting Type | Annual |
| Ticker Symbol | MMM | Meeting Date | 14-May-2013 |
| ISIN | US88579Y1010 | Agenda | 933754966 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A. | ELECTION OF DIRECTOR: LINDA G. | Management | For | For |
| ALVARADO | | | |
| 1B. | ELECTION OF DIRECTOR: VANCE D. | Management | For | For |
| COFFMAN | | | |
| 1C. | ELECTION OF DIRECTOR: MICHAEL L. | Management | For | For |
| ESKEW | | | |
| 1D. | ELECTION OF DIRECTOR: W. JAMES | Management | For | For |
| FARRELL | | | |
| 1E. | ELECTION OF DIRECTOR: HERBERT L. | Management | For | For |
| HENKEL | | | |
| 1F. | ELECTION OF DIRECTOR: MUHTAR KENT | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: EDWARD M. LIDDY | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: ROBERT S. | Management | For | For |
| MORRISON | | | |
| 1I. | ELECTION OF DIRECTOR: AULANA L. | Management | For | For |
| PETERS | | | |
| 1J. | ELECTION OF DIRECTOR: INGE G. THULIN | Management | For | For |
| 1K. | ELECTION OF DIRECTOR: ROBERT J. ULRICH | Management | For | For |
| 2. | TO RATIFY THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS 3M'S | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM. | | | |
| 3. | ADVISORY APPROVAL OF EXECUTIVE | Management | For | For |
| COMPENSATION. | | | |
| 4. | STOCKHOLDER PROPOSAL ON ACTION BY | Shareholder | Against | For |
| WRITTEN CONSENT. | | | |
| 5. | STOCKHOLDER PROPOSAL ON PROHIBITING | Shareholder | Against | For |
| POLITICAL SPENDING FROM CORPORATE | | | |
| TREASURY FUNDS. | | | |
Page 29 of 44
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2012 to 06/30/2013
| ANADARKO PETROLEUM CORPORATION | | |
| Security | 032511107 | Meeting Type | Annual |
| Ticker Symbol | APC | Meeting Date | 14-May-2013 |
| ISIN | US0325111070 | Agenda | 933764715 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A. | ELECTION OF DIRECTOR: KEVIN P. CHILTON | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: LUKE R. CORBETT | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: H. PAULETT | Management | For | For |
| EBERHART | | | |
| 1D. | ELECTION OF DIRECTOR: PETER J. FLUOR | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: RICHARD L. | Management | For | For |
| GEORGE | | | |
| 1F. | ELECTION OF DIRECTOR: PRESTON M. | Management | For | For |
| GEREN III | | | |
| 1G. | ELECTION OF DIRECTOR: CHARLES W. | Management | For | For |
| GOODYEAR | | | |
| 1H. | ELECTION OF DIRECTOR: JOHN R. GORDON | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: ERIC D. MULLINS | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: PAULA ROSPUT | Management | For | For |
| REYNOLDS | | | |
| 1K. | ELECTION OF DIRECTOR: R. A. WALKER | Management | For | For |
| 2. | RATIFICATION OF APPOINTMENT OF KPMG | Management | For | For |
| LLP AS INDEPENDENT AUDITOR. | | | |
| 3. | ADVISORY VOTE TO APPROVE NAMED | Management | Against | Against |
| EXECUTIVE OFFICER COMPENSATION. | | | |
| 4. | STOCKHOLDER PROPOSAL - REPORT ON | Shareholder | For | Against |
| POLITICAL CONTRIBUTIONS. | | | |
| BROADCOM CORPORATION | | |
| Security | 111320107 | Meeting Type | Annual |
| Ticker Symbol | BRCM | Meeting Date | 14-May-2013 |
| ISIN | US1113201073 | Agenda | 933766593 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1. | DIRECTOR | Management | | |
| 1 | R.J. FINOCCHIO, JR. | | For | For |
| 2 | NANCY H. HANDEL | | For | For |
| 3 | EDDY W. HARTENSTEIN | | For | For |
| 4 | MARIA M. KLAWE, PH.D. | | For | For |
| 5 | JOHN E. MAJOR | | For | For |
| 6 | SCOTT A. MCGREGOR | | For | For |
| 7 | WILLIAM T. MORROW | | For | For |
| 8 | HENRY SAMUELI, PH.D. | | For | For |
| 9 | ROBERT E. SWITZ | | For | For |
| 2. | TO RATIFY THE APPOINTMENT OF KPMG LLP | Management | For | For |
| AS THE COMPANY'S INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM | | | |
| FOR THE YEAR ENDING DECEMBER 31, 2013. | | | |
| CIT GROUP INC. | | |
| Security | 125581801 | Meeting Type | Annual |
| Ticker Symbol | CIT | Meeting Date | 14-May-2013 |
| ISIN | US1255818015 | Agenda | 933766670 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A. | ELECTION OF DIRECTOR: JOHN A. THAIN | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: MICHAEL J. | Management | For | For |
| EMBLER | | | |
| 1C. | ELECTION OF DIRECTOR: WILLIAM M. | Management | For | For |
| FREEMAN | | | |
| 1D. | ELECTION OF DIRECTOR: DAVID M. | Management | For | For |
| MOFFETT | | | |
| 1E. | ELECTION OF DIRECTOR: R. BRAD OATES | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: MARIANNE MILLER | Management | For | For |
| PARRS | | | |
| 1G. | ELECTION OF DIRECTOR: GERALD | Management | For | For |
| ROSENFELD | | | |
| 1H. | ELECTION OF DIRECTOR: JOHN R. RYAN | Management | For | For |
|
| 1I. | ELECTION OF DIRECTOR: SEYMOUR | Management | For | For |
| STERNBERG | | | |
| 1J. | ELECTION OF DIRECTOR: PETER J. TOBIN | Management | For | For |
|
| 1K. | ELECTION OF DIRECTOR: LAURA S. UNGER | Management | For | For |
|
| 2. | TO RATIFY THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS CIT'S | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM AND EXTERNAL | | | |
| AUDITORS FOR 2013. | | | |
| 3. | ADVISORY VOTE TO APPROVE NAMED | Management | For | For |
| EXECUTIVE OFFICER COMPENSATION. | | | |
Page 30 of 44
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2012 to 06/30/2013
| HENRY SCHEIN, INC. | | |
| Security | 806407102 | Meeting Type | Annual |
| Ticker Symbol | HSIC | Meeting Date | 14-May-2013 |
| ISIN | US8064071025 | Agenda | 933771227 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | STANLEY M. BERGMAN | | For | For |
| 2 | GERALD A. BENJAMIN | | For | For |
| 3 | JAMES P. BRESLAWSKI | | For | For |
| 4 | MARK E. MLOTEK | | For | For |
| 5 | STEVEN PALADINO | | For | For |
| 6 | BARRY J. ALPERIN | | For | For |
| 7 | PAUL BRONS | | For | For |
| 8 | DONALD J. KABAT | | For | For |
| 9 | PHILIP A. LASKAWY | | For | For |
| 10 | KARYN MASHIMA | | For | For |
| 11 | NORMAN S. MATTHEWS | | For | For |
| 12 | CAROL RAPHAEL | | For | For |
| 13 | BRADLEY T. SHEARES, PHD | | For | For |
| 14 | LOUIS W. SULLIVAN, MD | | For | For |
| 2. | PROPOSAL TO AMEND THE COMPANY'S | Management | For | For |
| SECTION 162(M) CASH BONUS PLAN TO | | | |
| EXTEND THE TERM OF THE PLAN TO | | | |
| DECEMBER 31, 2017 AND TO RE-APPROVE | | | |
| THE PERFORMANCE GOALS THEREUNDER. | | | |
| 3. | PROPOSAL TO AMEND AND RESTATE THE | Management | Against | Against |
| COMPANY'S AMENDED AND RESTATED 1994 | | | |
| STOCK INCENTIVE PLAN TO, AMONG OTHER | | | |
| THINGS, INCREASE THE AGGREGATE | | | |
| SHARE RESERVE AND EXTEND THE TERM | | | |
| OF THE PLAN TO MAY 14, 2023. | | | |
| 4. | PROPOSAL TO APPROVE, BY NON-BINDING | Management | For | For |
| VOTE, THE 2012 COMPENSATION PAID TO | | | |
| THE COMPANY'S NAMED EXECUTIVE | | | |
| OFFICERS. | | | | |
| 5. | PROPOSAL TO RATIFY THE SELECTION OF | Management | For | For |
| BDO USA, LLP AS THE COMPANY'S | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR THE FISCAL YEAR | | | |
| ENDING DECEMBER 28, 2013. | | | |
Page 31 of 44
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2012 to 06/30/2013
| STATE STREET CORPORATION | | |
| Security | 857477103 | Meeting Type | Annual |
| Ticker Symbol | STT | Meeting Date | 15-May-2013 |
| ISIN | US8574771031 | Agenda | 933768662 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A | ELECTION OF DIRECTOR: K. BURNES | Management | For | For |
| 1B | ELECTION OF DIRECTOR: P. COYM | Management | For | For |
| 1C | ELECTION OF DIRECTOR: P. DE SAINT- | Management | For | For |
| AIGNAN | | | |
| 1D | ELECTION OF DIRECTOR: A. FAWCETT | Management | For | For |
| 1E | ELECTION OF DIRECTOR: L. HILL | Management | For | For |
| 1F | ELECTION OF DIRECTOR: J. HOOLEY | Management | For | For |
| 1G | ELECTION OF DIRECTOR: R. KAPLAN | Management | For | For |
| 1H | ELECTION OF DIRECTOR: R. SERGEL | Management | For | For |
| 1I | ELECTION OF DIRECTOR: R. SKATES | Management | For | For |
| IJ | ELECTION OF DIRECTOR: G. SUMME | Management | For | For |
| IK | ELECTION OF DIRECTOR: T. WILSON | Management | For | For |
| 2 | TO APPROVE AN ADVISORY PROPOSAL ON | Management | For | For |
| EXECUTIVE COMPENSATION. | | | |
| 3 | TO RATIFY THE SELECTION OF ERNST & | Management | For | For |
| YOUNG LLP AS STATE STREET'S | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR THE YEAR ENDING | | | |
| DECEMBER 31, 2013. | | | |
| INTEL CORPORATION | | |
| Security | 458140100 | Meeting Type | Annual |
| Ticker Symbol | INTC | Meeting Date | 16-May-2013 |
| ISIN | US4581401001 | Agenda | 933758611 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A. | ELECTION OF DIRECTOR: CHARLENE | Management | For | For |
| BARSHEFSKY | | | |
| 1B. | ELECTION OF DIRECTOR: ANDY D. BRYANT | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: SUSAN L. DECKER | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: JOHN J. DONAHOE | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: REED E. HUNDT | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: JAMES D. | Management | For | For |
| PLUMMER | | | |
| 1G. | ELECTION OF DIRECTOR: DAVID S. | Management | For | For |
| POTTRUCK | | | |
| 1H. | ELECTION OF DIRECTOR: FRANK D. YEARY | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: DAVID B. YOFFIE | Management | For | For |
| 2. | RATIFICATION OF SELECTION OF ERNST & | Management | For | For |
| YOUNG LLP AS OUR INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM | | | |
| FOR THE CURRENT YEAR | | | |
| 3. | ADVISORY VOTE TO APPROVE EXECUTIVE | Management | Against | Against |
| COMPENSATION | | | |
| 4. | APPROVAL OF AMENDMENT AND | Management | For | For |
| EXTENSION OF THE 2006 EQUITY INCENTIVE | | | |
| PLAN | | | |
| 5. | STOCKHOLDER PROPOSAL TITLED | Shareholder | Against | For |
| "EXECUTIVES TO RETAIN SIGNIFICANT | | | |
| STOCK" | | | |
| KOHL'S CORPORATION | | |
| Security | 500255104 | Meeting Type | Annual |
| Ticker Symbol | KSS | Meeting Date | 16-May-2013 |
| ISIN | US5002551043 | Agenda | 933759043 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A. | ELECTION OF DIRECTOR: PETER | Management | For | For |
| BONEPARTH | | | |
| 1B. | ELECTION OF DIRECTOR: STEVEN A. BURD | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: DALE E. JONES | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: KEVIN MANSELL | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: JOHN E. | Management | For | For |
| SCHLIFSKE | | | |
| 1F. | ELECTION OF DIRECTOR: FRANK V. SICA | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: PETER M. | Management | For | For |
| SOMMERHAUSER | | | |
| 1H. | ELECTION OF DIRECTOR: STEPHANIE A. | Management | For | For |
| STREETER | | | |
| 1I. | ELECTION OF DIRECTOR: NINA G. VACA | Management | For | For |
|
| 1J. | ELECTION OF DIRECTOR: STEPHEN E. | Management | For | For |
| WATSON | | | |
| 2. | RATIFY APPOINTMENT OF ERNST & YOUNG | Management | For | For |
| LLP AS INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM. | | | |
| 3. | ADVISORY VOTE ON APPROVAL OF NAMED | Management | For | For |
| EXECUTIVE OFFICER COMPENSATION. | | | |
| 4. | SHAREHOLDER PROPOSAL: POLICY ON | Shareholder | Against | For |
| ANIMAL CRUELTY RELATED TO THE SALE | | | |
| OF PRODUCTS CONTAINING ANIMAL FUR. | | | |
| 5. | SHAREHOLDER PROPOSAL: INDEPENDENT | Shareholder | Against | For |
| BOARD CHAIRMAN. | | | |
Page 32 of 44
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2012 to 06/30/2013
| HESS CORPORATION | | |
| Security | 42809H107 | Meeting Type | Contested-Annual |
| Ticker Symbol | HES | Meeting Date | 16-May-2013 |
| ISIN | US42809H1077 | Agenda | 933764195 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | J. KRENICKI | | N/A | N/A |
|
| 2 | K. MEYERS | | N/A | N/A |
|
| 3 | F.G. REYNOLDS | | N/A | N/A |
|
| 4 | W.G. SCHRADER | | N/A | N/A |
| 5 | M. WILLIAMS | | N/A | N/A |
| 2. | RATIFICATION OF THE SELECTION OF | Management | N/A | N/A |
| ERNST & YOUNG LLP AS INDEPENDENT | | | |
| AUDITORS FOR FISCAL YEAR ENDING | | | |
| DECEMBER 31, 2013. | | | |
| 3. | ADVISORY APPROVAL OF THE | Management | N/A | N/A |
| COMPENSATION OF OUR NAMED | | | |
| EXECUTIVE OFFICERS. | | | |
| 4. | APPROVAL OF AN AMENDMENT TO THE | Management | N/A | N/A |
| RESTATED CERTIFICATE OF | | | |
| INCORPORATION AND BY-LAWS TO | | | |
| DECLASSIFY THE BOARD. | | | |
| 5. | STOCKHOLDER PROPOSAL | Shareholder | N/A | N/A |
| RECOMMENDING THAT THE BOARD OF | | | |
| DIRECTORS ADOPT A POLICY THAT | | | |
| REQUIRES AN INDEPENDENT CHAIRMAN. | | | |
| 6. | STOCKHOLDER PROPOSAL | Shareholder | N/A | N/A |
| RECOMMENDING THAT THE BOARD OF | | | |
| DIRECTORS TAKE ACTION TO IMPLEMENT A | | | |
| SIMPLE MAJORITY VOTE STANDARD. | | | |
| 7. | STOCKHOLDER PROPOSAL | Shareholder | N/A | N/A |
| RECOMMENDING THAT THE COMPANY | | | |
| PROVIDE A REPORT REGARDING POLITICAL | | | |
| CONTRIBUTIONS. | | | |
| 8. | STOCKHOLDER PROPOSAL SUBMITTED BY | Shareholder | N/A | N/A |
| ELLIOTT ASSOCIATES, L.P. AND ELLIOTT | | | |
| INTERNATIONAL, L.P. RECOMMENDING THAT | | | |
| THE COMPANY REPEAL ANY PROVISION OR | | | |
| AMENDMENT OF THE BY-LAWS ADOPTED | | | |
| WITHOUT STOCKHOLDER APPROVAL AFTER | | | |
| FEBRUARY 2, 2011 AND PRIOR TO THE | | | |
| ANNUAL MEETING. | | | |
| APACHE CORPORATION | | |
| Security | 037411105 | Meeting Type | Annual |
| Ticker Symbol | APA | Meeting Date | 16-May-2013 |
| ISIN | US0374111054 | Agenda | 933774944 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1. | ELECTION OF DIRECTOR: EUGENE C. | Management | For | For |
| FIEDOREK | | | |
| 2. | ELECTION OF DIRECTOR: CHANSOO JOUNG | Management | For | For |
| 3. | ELECTION OF DIRECTOR: WILLIAM C. | Management | For | For |
| MONTGOMERY | | | |
| 4. | RATIFICATION OF ERNST & YOUNG LLP AS | Management | For | For |
| APACHE'S INDEPENDENT AUDITORS | | | |
| 5. | ADVISORY VOTE TO APPROVE THE | Management | Against | Against |
| COMPENSATION OF APACHE'S NAMED | | | |
| EXECUTIVE OFFICERS | | | |
| 6. | APPROVAL OF AMENDMENT TO APACHE'S | Management | For | For |
| 2011 OMNIBUS EQUITY COMPENSATION | | | |
| PLAN TO INCREASE THE NUMBER OF | | | |
| SHARES ISSUABLE UNDER THE PLAN | | | |
| 7. | APPROVAL OF AMENDMENT TO APACHE'S | Management | For | For |
| RESTATED CERTIFICATE OF | | | |
| INCORPORATION TO ELIMINATE APACHE'S | | | |
| CLASSIFIED BOARD OF DIRECTORS | | | |
Page 33 of 44
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2012 to 06/30/2013
| HESS CORPORATION | | |
| Security | 42809H107 | Meeting Type | Contested-Annual |
| Ticker Symbol | HES | Meeting Date | 16-May-2013 |
| ISIN | US42809H1077 | Agenda | 933778536 - Opposition |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 01 | DIRECTOR | | Management | | |
| 1 | RODNEY F. CHASE | | For | For |
|
| 2 | HARVEY GOLUB | | For | For |
|
| 3 | KARL F. KURZ | | For | For |
|
| 4 | DAVID MCMANUS | | For | For |
|
| 5 | MARSHALL D. SMITH | | For | For |
|
| 02 | TO APPROVE THE COMPANY'S PROPOSAL | Management | For | For |
| TO RATIFY THE SELECTION BY THE AUDIT | | | |
| COMMITTEE OF THE FIRM OF ERNST & | | | |
| YOUNG LLP AS THE COMPANY'S | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR THE YEAR ENDING | | | |
| DECEMBER 31, 2013. | | | |
|
| 03 | TO APPROVE, ON AN ADVISORY BASIS, THE | Management | Against | For |
| COMPENSATION OF THE COMPANY'S | | | |
| NAMED EXECUTIVE OFFICERS, AS | | | |
| DESCRIBED FURTHER IN THE COMPANY'S | | | |
| PROXY STATEMENT. | | | |
| 04 | TO APPROVE AN AMENDMENT TO THE | Management | For | For |
| COMPANY'S CERTIFICATE OF | | | |
| INCORPORATION AND BY-LAWS TO | | | |
| DECLASSIFY THE BOARD. | | | |
| 05 | TO APPROVE THE STOCKHOLDER | Management | For | For |
| PROPOSAL RECOMMENDING THAT THE | | | |
| BOARD ADOPT A POLICY THAT REQUIRES | | | |
| AN INDEPENDENT CHAIRMAN. | | | |
| 06 | TO APPROVE THE STOCKHOLDER | Management | For | For |
| PROPOSAL RECOMMENDING THAT THE | | | |
| BOARD TAKE ACTION TO IMPLEMENT A | | | |
| SIMPLE MAJORITY VOTE STANDARD. | | | |
| 07 | TO APPROVE THE STOCKHOLDER | Management | For | For |
| PROPOSAL RECOMMENDING THAT THE | | | |
| COMPANY PROVIDE A REPORT REGARDING | | | |
| POLITICAL CONTRIBUTIONS. | | | |
| 08 | TO APPROVE THE REPEAL OF ANY | Management | For | For |
| PROVISIONS OF OR AMENDMENT TO THE | | | |
| BY-LAWS ADOPTED BY THE BOARD | | | |
| WITHOUT THE APPROVAL OF THE | | | |
| STOCKHOLDERS AFTER FEBRUARY 2, 2011 | | | |
| AND BEFORE THE 2013 ANNUAL MEETING. | | | |
Page 34 of 44
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2012 to 06/30/2013
| Security | 42809H107 | Meeting Type | Contested-Annual |
| Ticker Symbol | HES | Meeting Date | 16-May-2013 |
| ISIN | US42809H1077 | Agenda | 933787650 - Opposition |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 01 | DIRECTOR | | Management | | |
| 1 | RODNEY F. CHASE | | For | For |
| 2 | HARVEY GOLUB | | For | For |
| 3 | KARL F. KURZ | | For | For |
|
| 4 | DAVID MCMANUS | | For | For |
|
| 5 | MARSHALL D. SMITH | | For | For |
|
| 02 | TO APPROVE THE COMPANY'S PROPOSAL | Management | For | For |
| TO RATIFY THE SELECTION BY THE AUDIT | | | |
| COMMITTEE OF THE FIRM OF ERNST & | | | |
| YOUNG LLP AS THE COMPANY'S | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR THE YEAR ENDING | | | |
| DECEMBER 31, 2013. | | | |
|
| 03 | TO APPROVE, ON AN ADVISORY BASIS, THE | Management | Against | For |
| COMPENSATION OF THE COMPANY'S | | | |
| NAMED EXECUTIVE OFFICERS, AS | | | |
| DESCRIBED FURTHER IN THE COMPANY'S | | | |
| PROXY STATEMENT. | | | |
| 04 | TO APPROVE AN AMENDMENT TO THE | Management | For | For |
| COMPANY'S CERTIFICATE OF | | | |
| INCORPORATION AND BY-LAWS TO | | | |
| DECLASSIFY THE BOARD. | | | |
| 05 | TO APPROVE THE STOCKHOLDER | Management | For | For |
| PROPOSAL RECOMMENDING THAT THE | | | |
| BOARD ADOPT A POLICY THAT REQUIRES | | | |
| AN INDEPENDENT CHAIRMAN. | | | |
| 06 | TO APPROVE THE STOCKHOLDER | Management | For | For |
| PROPOSAL RECOMMENDING THAT THE | | | |
| BOARD TAKE ACTION TO IMPLEMENT A | | | |
| SIMPLE MAJORITY VOTE STANDARD. | | | |
| 07 | TO APPROVE THE STOCKHOLDER | Management | For | For |
| PROPOSAL RECOMMENDING THAT THE | | | |
| COMPANY PROVIDE A REPORT REGARDING | | | |
| POLITICAL CONTRIBUTIONS. | | | |
| 08 | TO APPROVE THE REPEAL OF ANY | Management | For | For |
| PROVISIONS OF OR AMENDMENT TO THE | | | |
| BY-LAWS ADOPTED BY THE BOARD | | | |
| WITHOUT THE APPROVAL OF THE | | | |
| STOCKHOLDERS AFTER FEBRUARY 2, 2011 | | | |
| AND BEFORE THE 2013 ANNUAL MEETING. | | | |
| HOST HOTELS & RESORTS, INC. | | |
| Security | 44107P104 | Meeting Type | Annual |
| Ticker Symbol | HST | Meeting Date | 16-May-2013 |
| ISIN | US44107P1049 | Agenda | 933789387 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A. | ELECTION OF DIRECTOR: SHEILA C. BAIR | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: ROBERT M. | Management | For | For |
| BAYLIS | | | |
| 1C. | ELECTION OF DIRECTOR: TERENCE C. | Management | For | For |
| GOLDEN | | | |
| 1D. | ELECTION OF DIRECTOR: ANN M. | Management | For | For |
| KOROLOGOS | | | |
| 1E. | ELECTION OF DIRECTOR: RICHARD E. | Management | For | For |
| MARRIOTT | | | |
| 1F. | ELECTION OF DIRECTOR: JOHN B. MORSE, | Management | For | For |
| JR. | | | |
| 1G. | ELECTION OF DIRECTOR: WALTER C. | Management | For | For |
| RAKOWICH | | | |
| 1H. | ELECTION OF DIRECTOR: GORDON H. SMITH | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: W. EDWARD | Management | For | For |
| WALTER | | | |
| 2. | RATIFY APPOINTMENT OF KPMG LLP AS | Management | For | For |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTANTS FOR 2013. | | | |
| 3. | ADVISORY RESOLUTION TO APPROVE | Management | For | For |
| EXECUTIVE COMPENSATION. | | | |
Page 35 of 44
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2012 to 06/30/2013
| JPMORGAN CHASE & CO. | | |
| Security | 46625H100 | Meeting Type | Annual |
| Ticker Symbol | JPM | Meeting Date | 21-May-2013 |
| ISIN | US46625H1005 | Agenda | 933779728 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | Management |
| 1A. | ELECTION OF DIRECTOR: JAMES A. BELL | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: CRANDALL C. | Management | For | For |
| BOWLES | | | |
| 1C. | ELECTION OF DIRECTOR: STEPHEN B. | Management | For | For |
| BURKE | | | |
| 1D. | ELECTION OF DIRECTOR: DAVID M. COTE | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: JAMES S. CROWN | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: JAMES DIMON | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: TIMOTHY P. | Management | For | For |
| FLYNN | | | |
| 1H. | ELECTION OF DIRECTOR: ELLEN V. FUTTER | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: LABAN P. | Management | For | For |
| JACKSON, JR. | | | |
| 1J. | ELECTION OF DIRECTOR: LEE R. RAYMOND | Management | For | For |
| 1K. | ELECTION OF DIRECTOR: WILLIAM C. | Management | For | For |
| WELDON | | | |
| 2. | RATIFICATION OF INDEPENDENT | Management | For | For |
| REGISTERED PUBLIC ACCOUNTING FIRM | | | |
| 3. | ADVISORY RESOLUTION TO APPROVE | Management | For | For |
| EXECUTIVE COMPENSATION | | | |
| 4. | AMENDMENT TO THE FIRM'S RESTATED | Management | For | For |
| CERTIFICATE OF INCORPORATION TO | | | |
| AUTHORIZE SHAREHOLDER ACTION BY | | | |
| WRITTEN CONSENT | | | |
| 5. | REAPPROVAL OF KEY EXECUTIVE | Management | Against | Against |
| PERFORMANCE PLAN | | | |
| 6. | REQUIRE SEPARATION OF CHAIRMAN AND | Shareholder | Against | For |
| CEO | | | |
| 7. | REQUIRE EXECUTIVES TO RETAIN | Shareholder | For | Against |
| SIGNIFICANT STOCK UNTIL REACHING | | | |
| NORMAL RETIREMENT AGE | | | |
| 8. | ADOPT PROCEDURES TO AVOID HOLDING | Shareholder | Against | For |
| OR RECOMMENDING INVESTMENTS THAT | | | |
| CONTRIBUTE TO HUMAN RIGHTS | | | |
| VIOLATIONS | | | |
| 9. | DISCLOSE FIRM PAYMENTS USED DIRECTLY | Shareholder | Against | For |
| OR INDIRECTLY FOR LOBBYING, INCLUDING | | | |
| SPECIFIC AMOUNTS AND RECIPIENTS' | | | |
| NAMES | | | |
| SOUTHWESTERN ENERGY COMPANY | | |
| Security | 845467109 | Meeting Type | Annual |
| Ticker Symbol | SWN | Meeting Date | 21-May-2013 |
| ISIN | US8454671095 | Agenda | 933783082 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | Management |
| 1.1 | ELECTION OF DIRECTOR: JOHN D. GASS | Management | For | For |
| 1.2 | ELECTION OF DIRECTOR: CATHERINE A. | Management | For | For |
| KEHR | | | |
| 1.3 | ELECTION OF DIRECTOR: GREG D. KERLEY | Management | For | For |
| 1.4 | ELECTION OF DIRECTOR: HAROLD M. | Management | For | For |
| KORELL | | | |
| 1.5 | ELECTION OF DIRECTOR: VELLO A. | Management | For | For |
| KUUSKRAA | | | |
| 1.6 | ELECTION OF DIRECTOR: KENNETH R. | Management | For | For |
| MOURTON | | | |
| 1.7 | ELECTION OF DIRECTOR: STEVEN L. | Management | For | For |
| MUELLER | | | |
| 1.8 | ELECTION OF DIRECTOR: ELLIOTT PEW | Management | For | For |
| 1.9 | ELECTION OF DIRECTOR: ALAN H. STEVENS | Management | For | For |
| 2. | PROPOSAL TO RATIFY INDEPENDENT | Management | For | For |
| REGISTERED PUBLIC ACCOUNTING FIRM | | | |
| FOR 2013. | | | |
| 3. | ADVISORY VOTE TO APPROVE OUR | Management | For | For |
| EXECUTIVE COMPENSATION. | | | |
| 4. | PROPOSAL TO APPROVE OUR 2013 | Management | For | For |
| INCENTIVE PLAN. | | | |
Page 36 of 44
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2012 to 06/30/2013
| GOODRICH PETROLEUM CORPORATION | | |
| Security | 382410405 | Meeting Type | Annual |
| Ticker Symbol | GDP | Meeting Date | 21-May-2013 |
| ISIN | US3824104059 | Agenda | 933796407 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1. | DIRECTOR | Management | | |
| 1 | WALTER G. GOODRICH | | For | For |
| 2 | ROBERT C. TURNHAM, JR. | | For | For |
| 3 | STEPHEN M. STRATY | | For | For |
| 4 | ARTHUR A. SEELIGSON | | For | For |
| 2. | RATIFY THE SELECTION OF ERNST & | Management | For | For |
| YOUNG LLP AS THE COMPANY'S | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR THE FISCAL YEAR | | | |
| ENDED DECEMBER 31, 2013. | | | |
| 3. | APPROVE, ON AN ADVISORY BASIS, THE | Management | For | For |
| COMPENSATION OF OUR NAMED | | | |
| EXECUTIVE OFFICERS. | | | |
| AMGEN INC. | | |
| Security | 031162100 | Meeting Type | Annual |
| Ticker Symbol | AMGN | Meeting Date | 22-May-2013 |
| ISIN | US0311621009 | Agenda | 933774968 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A. | ELECTION OF DIRECTOR: DR. DAVID | Management | For | For |
| BALTIMORE | | | |
| 1B. | ELECTION OF DIRECTOR: MR. FRANK J. | Management | For | For |
| BIONDI, JR. | | | |
| 1C. | ELECTION OF DIRECTOR: MR. ROBERT A. | Management | For | For |
| BRADWAY | | | |
| 1D. | ELECTION OF DIRECTOR: MR. FRANCOIS DE | Management | For | For |
| CARBONNEL | | | |
| 1E. | ELECTION OF DIRECTOR: DR. VANCE D. | Management | For | For |
| COFFMAN | | | |
| 1F. | ELECTION OF DIRECTOR: MR. ROBERT A. | Management | For | For |
| ECKERT | | | |
| 1G. | ELECTION OF DIRECTOR: DR. REBECCA M. | Management | For | For |
| HENDERSON | | | |
| 1H. | ELECTION OF DIRECTOR: MR. FRANK C. | Management | For | For |
| HERRINGER | | | |
| 1I. | ELECTION OF DIRECTOR: DR. TYLER JACKS | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: DR. GILBERT S. | Management | For | For |
| OMENN | | | |
| 1K. | ELECTION OF DIRECTOR: MS. JUDITH C. | Management | For | For |
| PELHAM | | | |
| 1L. | ELECTION OF DIRECTOR: MR. LEONARD D. | Management | For | For |
| SCHAEFFER | | | |
| 1M. | ELECTION OF DIRECTOR: DR. RONALD D. | Management | For | For |
| SUGAR | | | |
| 2. | TO RATIFY THE SELECTION OF ERNST & | Management | For | For |
| YOUNG LLP AS OUR INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTANTS FOR | | | |
| THE FISCAL YEAR ENDING DECEMBER 31, | | | |
| 2013. | | | |
| 3. | ADVISORY VOTE TO APPROVE OUR | Management | Against | Against |
| EXECUTIVE COMPENSATION. | | | |
| 4. | APPROVAL OF OUR PROPOSED AMENDED | Management | Against | Against |
| AND RESTATED 2009 EQUITY INCENTIVE | | | |
| PLAN. | | | |
Page 37 of 44
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2012 to 06/30/2013
| TIME WARNER INC. | | |
| Security | 887317303 | Meeting Type | Annual |
| Ticker Symbol | TWX | Meeting Date | 23-May-2013 |
| ISIN | US8873173038 | Agenda | 933774956 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A. | ELECTION OF DIRECTOR: JAMES L. | Management | For | For |
| BARKSDALE | | | |
| 1B. | ELECTION OF DIRECTOR: WILLIAM P. BARR | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: JEFFREY L. | Management | For | For |
| BEWKES | | | |
| 1D. | ELECTION OF DIRECTOR: STEPHEN F. | Management | For | For |
| BOLLENBACH | | | |
| 1E. | ELECTION OF DIRECTOR: ROBERT C. CLARK | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: MATHIAS | Management | For | For |
| DOPFNER | | | |
| 1G. | ELECTION OF DIRECTOR: JESSICA P. | Management | For | For |
| EINHORN | | | |
| 1H. | ELECTION OF DIRECTOR: FRED HASSAN | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: KENNETH J. | Management | For | For |
| NOVACK | | | |
| 1J. | ELECTION OF DIRECTOR: PAUL D. WACHTER | Management | For | For |
| 1K. | ELECTION OF DIRECTOR: DEBORAH C. | Management | For | For |
| WRIGHT | | | |
| 2. | RATIFICATION OF APPOINTMENT OF | Management | For | For |
| INDEPENDENT AUDITORS. | | | |
| 3. | ADVISORY VOTE TO APPROVE NAMED | Management | Against | Against |
| EXECUTIVE OFFICER COMPENSATION. | | | |
| 4. | APPROVAL OF THE TIME WARNER INC. 2013 | Management | Against | Against |
| STOCK INCENTIVE PLAN. | | | |
| ZIONS BANCORPORATION | | |
| Security | 989701107 | Meeting Type | Annual |
| Ticker Symbol | ZION | Meeting Date | 24-May-2013 |
| ISIN | US9897011071 | Agenda | 933777661 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A | ELECTION OF DIRECTOR: JERRY C. ATKIN | Management | For | For |
| 1B | ELECTION OF DIRECTOR: R.D. CASH | Management | For | For |
| 1C | ELECTION OF DIRECTOR: PATRICIA FROBES | Management | For | For |
| 1D | ELECTION OF DIRECTOR: J. DAVID HEANEY | Management | For | For |
| 1E | ELECTION OF DIRECTOR: ROGER B. | Management | For | For |
| PORTER | | | |
| 1F | ELECTION OF DIRECTOR: STEPHEN D. | Management | For | For |
| QUINN | | | |
| 1G | ELECTION OF DIRECTOR: HARRIS H. | Management | For | For |
| SIMMONS | | | |
| 1H | ELECTION OF DIRECTOR: L.E. SIMMONS | Management | For | For |
| 1I | ELECTION OF DIRECTOR: SHELLEY THOMAS | Management | For | For |
| WILLIAMS | | | |
| 1J | ELECTION OF DIRECTOR: STEVEN C. | Management | For | For |
| WHEELWRIGHT | | | |
| 2 | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| ERNST & YOUNG LLP AS THE INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM | | | |
| 3 | APPROVAL, ON A NONBINDING ADVISORY | Management | For | For |
| BASIS, OF THE COMPENSATION PAID TO | | | |
| THE COMPANY'S NAMED EXECUTIVE | | | |
| OFFICERS | | | |
| 4 | TO RECOMMEND, BY NON-BINDING VOTE, | Management | 1 Year | For |
| THE FREQUENCY OF THE SHAREHOLDER | | | |
| NON-BINDING VOTE TO APPROVE | | | |
| EXECUTIVE COMPENSATION. | | | |
| 5 | THAT THE SHAREHOLDERS REQUEST THE | Shareholder | Against | For |
| BOARD OF DIRECTORS TO ESTABLISH A | | | |
| POLICY REQUIRING THAT THE BOARD'S | | | |
| CHAIRMAN BE AN "INDEPENDENT | | | |
| DIRECTOR." | | | |
Page 38 of 44
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2012 to 06/30/2013
| CHEVRON CORPORATION | | |
| Security | 166764100 | Meeting Type | Annual |
| Ticker Symbol | CVX | Meeting Date | 29-May-2013 |
| ISIN | US1667641005 | Agenda | 933786874 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | Management |
| 1A. | ELECTION OF DIRECTOR: L.F. DEILY | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: R.E. DENHAM | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: A.P. GAST | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: E. HERNANDEZ | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: G.L. KIRKLAND | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: C.W. MOORMAN | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: K.W. SHARER | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: J.G. STUMPF | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: R.D. SUGAR | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: C. WARE | Management | For | For |
| 1K. | ELECTION OF DIRECTOR: J.S. WATSON | Management | For | For |
| 2. | RATIFICATION OF APPOINTMENT OF | Management | For | For |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM | | | |
| 3. | ADVISORY VOTE TO APPROVE NAMED | Management | Against | Against |
| EXECUTIVE OFFICER COMPENSATION | | | |
| 4. | APPROVAL OF AMENDMENTS TO LONG- | Management | For | For |
| TERM INCENTIVE PLAN | | | |
| 5. | SHALE ENERGY OPERATIONS | Shareholder | Against | For |
| 6. | OFFSHORE OIL WELLS | Shareholder | Against | For |
| 7. | CLIMATE RISK | Shareholder | Against | For |
| 8. | LOBBYING DISCLOSURE | Shareholder | Against | For |
| 9. | CESSATION OF USE OF CORPORATE FUNDS | Shareholder | Against | For |
| FOR POLITICAL PURPOSES | | | |
| 10. | CUMULATIVE VOTING | Shareholder | For | Against |
| 11. | SPECIAL MEETINGS | Shareholder | Against | For |
| 12. | INDEPENDENT DIRECTOR WITH | Shareholder | Against | For |
| ENVIRONMENTAL EXPERTISE | | | |
| 13. | COUNTRY SELECTION GUIDELINES | Shareholder | Against | For |
| EXXON MOBIL CORPORATION | | |
| Security | 30231G102 | Meeting Type | Annual |
| Ticker Symbol | XOM | Meeting Date | 29-May-2013 |
| ISIN | US30231G1022 | Agenda | 933791243 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1. | DIRECTOR | Management | | |
| 1 | M.J. BOSKIN | | For | For |
| 2 | P. BRABECK-LETMATHE | | For | For |
| 3 | U.M. BURNS | | For | For |
| 4 | L.R. FAULKNER | | For | For |
| 5 | J.S. FISHMAN | | For | For |
| 6 | H.H. FORE | | For | For |
| 7 | K.C. FRAZIER | | For | For |
| 8 | W.W. GEORGE | | For | For |
| 9 | S.J. PALMISANO | | For | For |
| 10 | S.S REINEMUND | | For | For |
| 11 | R.W. TILLERSON | | For | For |
| 12 | W.C. WELDON | | For | For |
| 13 | E.E. WHITACRE, JR. | | For | For |
| 2. | RATIFICATION OF INDEPENDENT AUDITORS | Management | For | For |
| (PAGE 60) | | | |
| 3. | ADVISORY VOTE TO APPROVE EXECUTIVE | Management | Against | Against |
| COMPENSATION (PAGE 61) | | | |
| 4. | INDEPENDENT CHAIRMAN (PAGE 63) | Shareholder | Against | For |
| 5. | MAJORITY VOTE FOR DIRECTORS (PAGE 64) | Shareholder | Against | For |
| 6. | LIMIT DIRECTORSHIPS (PAGE 65) | Shareholder | Against | For |
| 7. | REPORT ON LOBBYING (PAGE 66) | Shareholder | Against | For |
| 8. | POLITICAL CONTRIBUTIONS POLICY (PAGE | Shareholder | For | Against |
| 67) | | | |
| 9. | AMENDMENT OF EEO POLICY (PAGE 69) | Shareholder | Against | For |
| 10. | REPORT ON NATURAL GAS PRODUCTION | Shareholder | Against | For |
| (PAGE 70) | | | |
| 11. | GREENHOUSE GAS EMISSIONS GOALS | Shareholder | Against | For |
| (PAGE 72) | | | |
Page 39 of 44
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2012 to 06/30/2013
| JARDEN CORPORATION | | |
| Security | 471109108 | Meeting Type | Annual |
| Ticker Symbol | JAH | Meeting Date | 30-May-2013 |
| ISIN | US4711091086 | Agenda | 933789692 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1 | DIRECTOR | | Management | | |
| 1 | IAN G. H. ASHKEN | | For | For |
| 2 | WILLIAM P. LAUDER | | For | For |
| 3 | ROBERT L. WOOD | | For | For |
| 2 | ADOPTION AND APPROVAL OF THE JARDEN | Management | Against | Against |
| CORPORATION 2013 STOCK INCENTIVE | | | |
| PLAN. | | | |
| 3 | ADOPTION AND APPROVAL OF THE JARDEN | Management | For | For |
| CORPORATION 2013 EMPLOYEE STOCK | | | |
| PURCHASE PLAN. | | | |
| 4 | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS | | | |
| JARDEN CORPORATION'S INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM | | | |
| FOR THE YEAR ENDING DECEMBER 31, 2013. | | | |
| 5 | ADVISORY APPROVAL OF JARDEN | Management | Against | Against |
| CORPORATION'S EXECUTIVE | | | |
| COMPENSATION. | | | |
| 6 | SHAREHOLDER PROPOSAL TO DECLASSIFY | Shareholder | For | Against |
| THE BOARD OF DIRECTORS. | | | |
| DEVON ENERGY CORPORATION | | |
| Security | 25179M103 | Meeting Type | Annual |
| Ticker Symbol | DVN | Meeting Date | 05-Jun-2013 |
| ISIN | US25179M1036 | Agenda | 933803086 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | ROBERT H. HENRY | | For | For |
| 2 | JOHN A. HILL | | For | For |
| 3 | MICHAEL M. KANOVSKY | | For | For |
| 4 | ROBERT A. MOSBACHER, JR | | For | For |
| 5 | J. LARRY NICHOLS | | For | For |
| 6 | DUANE C. RADTKE | | For | For |
| 7 | MARY P. RICCIARDELLO | | For | For |
| 8 | JOHN RICHELS | | For | For |
| 2. | ADVISORY VOTE TO APPROVE EXECUTIVE | Management | Against | Against |
| COMPENSATION. | | | |
| 3. | RATIFY THE APPOINTMENT OF THE | Management | For | For |
| COMPANY'S INDEPENDENT AUDITORS FOR | | | |
| 2013. | | | | |
| 4. | REPORT DISCLOSING LOBBYING POLICIES | Shareholder | Against | For |
| AND PRACTICES. | | | |
| 5. | MAJORITY VOTE STANDARD FOR DIRECTOR | Shareholder | Against | For |
| ELECTIONS. | | | | |
| 6. | RIGHT TO ACT BY WRITTEN CONSENT. | Shareholder | Against | For |
Page 40 of 44
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2012 to 06/30/2013
| ALLIANCE DATA SYSTEMS CORPORATION | | |
| Security | 018581108 | Meeting Type | Annual |
| Ticker Symbol | ADS | Meeting Date | 06-Jun-2013 |
| ISIN | US0185811082 | Agenda | 933797411 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | Management |
| 1A | ELECTION OF DIRECTOR: LAWRENCE M. | Management | For | For |
| BENVENISTE | | | |
| 1B | ELECTION OF DIRECTOR: D. KEITH COBB | Management | For | For |
| 1C | ELECTION OF DIRECTOR: KENNETH R. | Management | For | For |
| JENSEN | | | |
| 2. | ADVISORY APPROVAL OF EXECUTIVE | Management | For | For |
| COMPENSATION. | | | |
| 3. | TO AMEND THE CERTIFICATE OF | Management | For | For |
| INCORPORATION OF ALLIANCE DATA | | | |
| SYSTEMS CORPORATION TO DECLASSIFY | | | |
| THE BOARD OF DIRECTORS. | | | |
| 4. | TO AMEND THE CERTIFICATE OF | Management | For | For |
| INCORPORATION OF ALLIANCE DATA | | | |
| SYSTEMS CORPORATION TO PROVIDE | | | |
| STOCKHOLDERS CERTAIN RIGHTS TO CALL | | | |
| A SPECIAL MEETING. | | | |
| 5. | TO RATIFY THE SELECTION OF DELOITTE & | Management | For | For |
| TOUCHE LLP AS THE INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM OF | | | |
| ALLIANCE DATA SYSTEMS CORPORATION | | | |
| FOR 2013. | | | |
| GOOGLE INC. | | |
| | | |
| Security | 38259P508 | Meeting Type | Annual |
| Ticker Symbol | GOOG | Meeting Date | 06-Jun-2013 |
| ISIN | US38259P5089 | Agenda | 933801905 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1. | DIRECTOR | Management | | |
| 1 | LARRY PAGE | | For | For |
| 2 | SERGEY BRIN | | For | For |
| 3 | ERIC E. SCHMIDT | | For | For |
| 4 | L. JOHN DOERR | | For | For |
| 5 | DIANE B. GREENE | | For | For |
| 6 | JOHN L. HENNESSY | | For | For |
| 7 | ANN MATHER | | For | For |
| 8 | PAUL S. OTELLINI | | For | For |
| 9 | K. RAM SHRIRAM | | For | For |
| 10 | SHIRLEY M. TILGHMAN | | For | For |
| 2. | THE RATIFICATION OF THE APPOINTMENT | Management | For | For |
| OF ERNST & YOUNG LLP AS GOOGLE'S | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR THE FISCAL YEAR | | | |
| ENDING DECEMBER 31, 2013. | | | |
| 3. | A STOCKHOLDER PROPOSAL REGARDING A | Shareholder | Against | For |
| REPORT ON LEAD BATTERIES IN GOOGLE'S | | | |
| SUPPLY CHAIN, IF PROPERLY PRESENTED | | | |
| AT THE MEETING. | | | |
| 4. | A STOCKHOLDER PROPOSAL REGARDING | Shareholder | Against | For |
| EQUAL SHAREHOLDER VOTING, IF | | | |
| PROPERLY PRESENTED AT THE MEETING. | | | |
| 5. | A STOCKHOLDER PROPOSAL REGARDING | Shareholder | Against | For |
| EXECUTIVE STOCK RETENTION, IF | | | |
| PROPERLY PRESENTED AT THE MEETING. | | | |
| 6. | A STOCKHOLDER PROPOSAL REGARDING | Shareholder | Against | For |
| SUCCESSION PLANNING, IF PROPERLY | | | |
| PRESENTED AT THE MEETING. | | | |
Page 41 of 44
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2012 to 06/30/2013
| Security | G47791101 | Meeting Type | Annual |
| Ticker Symbol | IR | Meeting Date | 06-Jun-2013 |
| ISIN | IE00B6330302 | Agenda | 933803339 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | Management |
| 1A. | ELECTION OF DIRECTOR: ANN C. BERZIN | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: JOHN BRUTON | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: JARED L. COHON | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: GARY D. FORSEE | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: EDWARD E. | Management | For | For |
| HAGENLOCKER | | | |
| 1F. | ELECTION OF DIRECTOR: CONSTANCE J. | Management | For | For |
| HORNER | | | |
| 1G. | ELECTION OF DIRECTOR: MICHAEL W. | Management | For | For |
| LAMACH | | | |
| 1H. | ELECTION OF DIRECTOR: THEODORE E. | Management | For | For |
| MARTIN | | | |
| 1I. | ELECTION OF DIRECTOR: NELSON PELTZ | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: JOHN P. SURMA | Management | For | For |
| 1K. | ELECTION OF DIRECTOR: RICHARD J. SWIFT | Management | For | For |
| 1L. | ELECTION OF DIRECTOR: TONY L. WHITE | Management | For | For |
| 2. | ADVISORY APPROVAL OF THE | Management | For | For |
| COMPENSATION OF THE COMPANY'S | | | |
| NAMED EXECUTIVE OFFICERS. | | | |
| 3. | APPROVAL OF THE APPOINTMENT OF | Management | For | For |
| INDEPENDENT AUDITORS OF THE COMPANY | | | |
| AND AUTHORIZATION OF THE AUDIT | | | |
| COMMITTEE OF THE BOARD OF DIRECTORS | | | |
| TO SET THE AUDITORS' REMUNERATION. | | | |
| 4. | APPROVAL OF THE COMPANY'S INCENTIVE | Management | For | For |
| STOCK PLAN OF 2013. | | | |
| 5. | AMENDMENT OF THE COMPANY'S ARTICLES | Management | For | For |
| OF ASSOCIATION TO GIVE THE BOARD OF | | | |
| DIRECTORS AUTHORITY TO DECLARE NON- | | | |
| CASH DIVIDENDS. | | | |
| 6. | APPROVAL OF A CAPITAL REDUCTION AND | Management | For | For |
| CREATION OF DISTRIBUTABLE RESERVES. | | | |
| 7. | AMENDMENT OF THE COMPANY'S ARTICLES | Management | For | For |
| OF ASSOCIATION TO EXPAND THE | | | |
| AUTHORITY TO EXECUTE INSTRUMENTS OF | | | |
| TRANSFER. | | | |
| 8. | AMENDMENT OF THE COMPANY'S ARTICLES | Management | For | For |
| OF ASSOCIATION TO PROVIDE FOR | | | |
| ESCHEATMENT IN ACCORDANCE WITH U.S. | | | |
| LAWS. | | | |
| Security | 931142103 | Meeting Type | Annual |
| Ticker Symbol | WMT | Meeting Date | 07-Jun-2013 |
| ISIN | US9311421039 | Agenda | 933799364 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | Management |
| 1A. | ELECTION OF DIRECTOR: AIDA M. ALVAREZ | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: JAMES I. CASH, | Management | For | For |
| JR. | | | |
| 1C. | ELECTION OF DIRECTOR: ROGER C. | Management | For | For |
| CORBETT | | | |
| 1D. | ELECTION OF DIRECTOR: DOUGLAS N. DAFT | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: MICHAEL T. DUKE | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: TIMOTHY P. | Management | For | For |
| FLYNN | | | |
| 1G. | ELECTION OF DIRECTOR: MARISSA A. | Management | For | For |
| MAYER | | | |
| 1H. | ELECTION OF DIRECTOR: GREGORY B. | Management | For | For |
| PENNER | | | |
| 1I. | ELECTION OF DIRECTOR: STEVEN S | Management | For | For |
| REINEMUND | | | |
| 1J. | ELECTION OF DIRECTOR: H. LEE SCOTT, JR. | Management | For | For |
| 1K. | ELECTION OF DIRECTOR: JIM C. WALTON | Management | For | For |
| 1L. | ELECTION OF DIRECTOR: S. ROBSON | Management | For | For |
| WALTON | | | |
| 1M. | ELECTION OF DIRECTOR: CHRISTOPHER J. | Management | For | For |
| WILLIAMS | | | |
| 1N. | ELECTION OF DIRECTOR: LINDA S. WOLF | Management | For | For |
| 2. | RATIFICATION OF ERNST & YOUNG LLP AS | Management | For | For |
| INDEPENDENT ACCOUNTANTS | | | |
| 3. | ADVISORY VOTE TO APPROVE NAMED | Management | For | For |
| EXECUTIVE OFFICER COMPENSATION | | | |
| 4. | APPROVAL OF THE WAL-MART STORES, INC. | Management | For | For |
| MANAGEMENT INCENTIVE PLAN, AS | | | |
| AMENDED | | | |
| 5. | SPECIAL SHAREOWNER MEETING RIGHT | Shareholder | Against | For |
| 6. | EQUITY RETENTION REQUIREMENT | Shareholder | Against | For |
| 7. | INDEPENDENT CHAIRMAN | Shareholder | Against | For |
| 8. | REQUEST FOR ANNUAL REPORT ON | Shareholder | For | Against |
| RECOUPMENT OF EXECUTIVE PAY | | | |
Page 42 of 44
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2012 to 06/30/2013
| CELGENE CORPORATION | | |
| Security | 151020104 | Meeting Type | Annual |
| Ticker Symbol | CELG | Meeting Date | 12-Jun-2013 |
| ISIN | US1510201049 | Agenda | 933806866 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1. | DIRECTOR | Management | | |
| 1 | ROBERT J. HUGIN | | For | For |
| 2 | R.W. BARKER, D. PHIL. | | For | For |
| 3 | MICHAEL D. CASEY | | For | For |
| 4 | CARRIE S. COX | | For | For |
| 5 | RODMAN L. DRAKE | | For | For |
| 6 | M.A. FRIEDMAN, M.D. | | For | For |
| 7 | GILLA KAPLAN, PH.D. | | For | For |
| 8 | JAMES J. LOUGHLIN | | For | For |
| 9 | ERNEST MARIO, PH.D. | | For | For |
| 2. | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| KPMG LLP AS THE COMPANY'S | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR THE FISCAL YEAR | | | |
| ENDING DECEMBER 31, 2013. | | | |
| 3. | APPROVAL OF THE AMENDMENT AND | Management | Against | Against |
| RESTATEMENT OF THE COMPANY'S 2008 | | | |
| STOCK INCENTIVE PLAN. | | | |
| 4. | APPROVAL, BY NON-BINDING VOTE, OF | Management | Against | Against |
| EXECUTIVE COMPENSATION OF THE | | | |
| COMPANY'S NAMED EXECUTIVE OFFICERS. | | | |
| 5. | STOCKHOLDER PROPOSAL DESCRIBED IN | Shareholder | Against | For |
| MORE DETAIL IN THE PROXY STATEMENT. | | | |
| TARGET CORPORATION | | |
| Security | 87612E106 | Meeting Type | Annual |
| Ticker Symbol | TGT | Meeting Date | 12-Jun-2013 |
| ISIN | US87612E1064 | Agenda | 933808163 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | Management |
| 1A. | ELECTION OF DIRECTOR: ROXANNE S. | Management | For | For |
| AUSTIN | | | |
| 1B. | ELECTION OF DIRECTOR: DOUGLAS M. | Management | For | For |
| BAKER, JR. | | | |
| 1C. | ELECTION OF DIRECTOR: HENRIQUE DE | Management | For | For |
| CASTRO | | | |
| 1D. | ELECTION OF DIRECTOR: CALVIN DARDEN | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: MARY N. DILLON | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: JAMES A. | Management | For | For |
| JOHNSON | | | |
| 1G. | ELECTION OF DIRECTOR: MARY E. MINNICK | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: ANNE M. | Management | For | For |
| MULCAHY | | | |
| 1I. | ELECTION OF DIRECTOR: DERICA W. RICE | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: GREGG W. | Management | For | For |
| STEINHAFEL | | | |
| 1K. | ELECTION OF DIRECTOR: JOHN G. STUMPF | Management | For | For |
| 1L. | ELECTION OF DIRECTOR: SOLOMON D. | Management | For | For |
| TRUJILLO | | | |
| 2. | COMPANY PROPOSAL TO RATIFY THE | Management | For | For |
| APPOINTMENT OF ERNST & YOUNG LLP AS | | | |
| OUR INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM. | | | |
| 3. | COMPANY PROPOSAL TO APPROVE, ON AN | Management | Against | Against |
| ADVISORY BASIS, OUR EXECUTIVE | | | |
| COMPENSATION ("SAY-ON-PAY"). | | | |
| 4. | SHAREHOLDER PROPOSAL TO ADOPT A | Shareholder | Against | For |
| POLICY FOR AN INDEPENDENT CHAIRMAN. | | | |
| 5. | SHAREHOLDER PROPOSAL ON | Shareholder | Against | For |
| ELECTRONICS RECYCLING. | | | |
Page 43 of 44
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2012 to 06/30/2013
| BEST BUY CO., INC. | | |
| Security | 086516101 | Meeting Type | Annual |
| Ticker Symbol | BBY | Meeting Date | 20-Jun-2013 |
| ISIN | US0865161014 | Agenda | 933816879 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | Management |
| 1A. | ELECTION OF CLASS II DIRECTOR: | Management | For | For |
| BRADBURY H. ANDERSON | | | |
| 1B. | ELECTION OF CLASS II DIRECTOR: SANJAY | Management | For | For |
| KHOSLA | | | |
| 1C. | ELECTION OF CLASS II DIRECTOR: ALLEN U. | Management | For | For |
| LENZMEIER | | | |
| 1D. | ELECTION OF CLASS II DIRECTOR: HATIM A. | Management | For | For |
| TYABJI | | | |
| 1E. | RATIFICATION OF CLASS I DIRECTOR: | Management | For | For |
| RUSSELL P. FRADIN | | | |
| 1F. | RATIFICATION OF CLASS I DIRECTOR: | Management | For | For |
| HUBERT JOLY | | | |
| 2. | TO RATIFY THE APPOINTMENT OF DELOITTE | Management | For | For |
| & TOUCHE LLP AS OUR INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM | | | |
| FOR THE FISCAL YEAR ENDING FEBRUARY | | | |
| 1, 2014. | | | |
| 3. | TO CONDUCT AN ADVISORY VOTE TO | Management | For | For |
| APPROVE OUR NAMED EXECUTIVE OFFICER | | | |
| COMPENSATION. | | | |
| 4. | TO VOTE ON MANAGEMENT'S PROPOSAL TO | Management | For | For |
| AMEND AND RESTATE OUR AMENDED AND | | | |
| RESTATED BY-LAWS IN ORDER TO | | | |
| IMPLEMENT DECLASSIFICATION OF OUR | | | |
| BOARD OF DIRECTORS. | | | |
| BED BATH & BEYOND INC. | | |
| Security | 075896100 | Meeting Type | Annual |
| Ticker Symbol | BBBY | Meeting Date | 28-Jun-2013 |
| ISIN | US0758961009 | Agenda | 933837811 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | Management |
| 1A. | ELECTION OF DIRECTOR: WARREN | Management | For | For |
| EISENBERG | | | |
| 1B. | ELECTION OF DIRECTOR: LEONARD | Management | For | For |
| FEINSTEIN | | | |
| 1C. | ELECTION OF DIRECTOR: STEVEN H. | Management | For | For |
| TEMARES | | | |
| 1D. | ELECTION OF DIRECTOR: DEAN S. ADLER | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: STANLEY F. | Management | For | For |
| BARSHAY | | | |
| 1F. | ELECTION OF DIRECTOR: KLAUS EPPLER | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: PATRICK R. | Management | For | For |
| GASTON | | | |
| 1H. | ELECTION OF DIRECTOR: JORDAN HELLER | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: VICTORIA A. | Management | For | For |
| MORRISON | | | |
| 2. | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| KPMG LLP. | | | |
| 3. | TO APPROVE, BY NON-BINDING VOTE, THE | Management | Against | Against |
| 2012 COMPENSATION PAID TO THE | | | |
| COMPANY'S NAMED EXECUTIVE OFFICERS. | | | |
Page 44 of 44
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2012 to 06/30/2013
| MCKESSON CORPORATION | | |
| Security | 58155Q103 | Meeting Type | Annual |
| Ticker Symbol | MCK | Meeting Date | 25-Jul-2012 |
| ISIN | US58155Q1031 | Agenda | 933661399 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A. | ELECTION OF DIRECTOR: ANDY D. BRYANT | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: WAYNE A. BUDD | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: JOHN H. | Management | For | For |
| HAMMERGREN | | | |
| 1D. | ELECTION OF DIRECTOR: ALTON F. IRBY III | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: M. CHRISTINE | Management | For | For |
| JACOBS | | | |
| 1F. | ELECTION OF DIRECTOR: MARIE L. | Management | For | For |
| KNOWLES | | | |
| 1G. | ELECTION OF DIRECTOR: DAVID M. | Management | For | For |
| LAWRENCE, M.D. | | | |
| 1H. | ELECTION OF DIRECTOR: EDWARD A. | Management | For | For |
| MUELLER | | | |
| 1I. | ELECTION OF DIRECTOR: JANE E. SHAW, | Management | For | For |
| PH.D. | | | |
| 2. | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| DELOITTE & TOUCHE LLP AS THE | | | |
| COMPANY'S INDEPENDENT REGISTERED | | | |
| PUBLIC ACCOUNTING FIRM. | | | |
| 3. | ADVISORY VOTE ON EXECUTIVE | Management | Against | Against |
| COMPENSATION. | | | |
| 4. | STOCKHOLDER PROPOSAL ON ACTION BY | Shareholder | Against | For |
| WRITTEN CONSENT OF STOCKHOLDERS. | | | |
| 5. | STOCKHOLDER PROPOSAL ON AN | Shareholder | Against | For |
| INDEPENDENT BOARD CHAIRMAN. | | | |
| 6. | STOCKHOLDER PROPOSAL ON SIGNIFICANT | Shareholder | Against | For |
| EXECUTIVE STOCK RETENTION UNTIL | | | |
| REACHING NORMAL RETIREMENT AGE. | | | |
| 7. | STOCKHOLDER PROPOSAL ON | Shareholder | For | Against |
| ACCELERATED VESTING OF EQUITY | | | |
| AWARDS. | | | |
| ELECTRONIC ARTS INC. | | |
| Security | 285512109 | Meeting Type | Annual |
| Ticker Symbol | EA | Meeting Date | 26-Jul-2012 |
| ISIN | US2855121099 | Agenda | 933659433 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A | ELECTION OF DIRECTOR: LEONARD S. | Management | For | For |
| COLEMAN | | | |
| 1B | ELECTION OF DIRECTOR: JAY C. HOAG | Management | For | For |
| 1C | ELECTION OF DIRECTOR: JEFFREY T. | Management | For | For |
| HUBER | | | |
| 1D | ELECTION OF DIRECTOR: GERALDINE B. | Management | For | For |
| LAYBOURNE | | | |
| 1E | ELECTION OF DIRECTOR: GREGORY B. | Management | For | For |
| MAFFEI | | | |
| 1F | ELECTION OF DIRECTOR: VIVEK PAUL | Management | For | For |
| 1G | ELECTION OF DIRECTOR: LAWRENCE F. | Management | For | For |
| PROBST III | | | |
| 1H | ELECTION OF DIRECTOR: JOHN S. | Management | For | For |
| RICCITIELLO | | | |
| 1I | ELECTION OF DIRECTOR: RICHARD A. | Management | For | For |
| SIMONSON | | | |
| 1J | ELECTION OF DIRECTOR: LUIS A. UBINAS | Management | For | For |
| 2 | APPROVAL OF AMENDMENTS TO THE 2000 | Management | Against | Against |
| EQUITY INCENTIVE PLAN. | | | |
| 3 | APPROVAL OF THE EXECUTIVE BONUS | Management | Against | Against |
| PLAN. | | | |
| 4 | ADVISORY VOTE ON THE COMPENSATION | Management | Against | Against |
| OF THE NAMED EXECUTIVE OFFICERS. | | | |
| 5 | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| KPMG LLP AS INDEPENDENT AUDITORS FOR | | | |
| THE FISCAL YEAR ENDING MARCH 31, 2013. | | | |
Page 1 of 39
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2012 to 06/30/2013
| ALLIANT TECHSYSTEMS INC. | | |
| Security | 018804104 | Meeting Type | Annual |
| Ticker Symbol | ATK | Meeting Date | 07-Aug-2012 |
| ISIN | US0188041042 | Agenda | 933662860 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | ROXANNE J. DECYK | | For | For |
| 2 | MARK W. DEYOUNG | | For | For |
| 3 | MARTIN C. FAGA | | For | For |
| 4 | RONALD R. FOGLEMAN | | For | For |
| 5 | APRIL H. FOLEY | | For | For |
| 6 | TIG H. KREKEL | | For | For |
| 7 | DOUGLAS L. MAINE | | For | For |
| 8 | ROMAN MARTINEZ IV | | For | For |
| 9 | MARK H. RONALD | | For | For |
| 10 | WILLIAM G. VAN DYKE | | For | For |
| 2. | ADVISORY VOTE ON EXECUTIVE | Management | For | For |
| COMPENSATION | | | |
| 3. | APPROVAL OF ALLIANT TECHSYSTEMS INC. | Management | Against | Against |
| 2005 STOCK INCENTIVE PLAN, AS AMENDED | | | |
| AND RESTATED | | | |
| 4. | RATIFICATION OF APPOINTMENT OF | Management | For | For |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM | | | |
| XILINX, INC. | | |
| Security | 983919101 | Meeting Type | Annual |
| Ticker Symbol | XLNX | Meeting Date | 08-Aug-2012 |
| ISIN | US9839191015 | Agenda | 933661414 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A | ELECTION OF DIRECTOR: PHILIP T. GIANOS | Management | For | For |
| 1B | ELECTION OF DIRECTOR: MOSHE N. | Management | For | For |
| GAVRIELOV | | | |
| 1C | ELECTION OF DIRECTOR: JOHN L. DOYLE | Management | For | For |
| 1D | ELECTION OF DIRECTOR: JERALD G. | Management | For | For |
| FISHMAN | | | |
| 1E | ELECTION OF DIRECTOR: WILLIAM G. | Management | For | For |
| HOWARD, JR. | | | |
| 1F | ELECTION OF DIRECTOR: J. MICHAEL | Management | For | For |
| PATTERSON | | | |
| 1G | ELECTION OF DIRECTOR: ALBERT A. | Management | For | For |
| PIMENTEL | | | |
| 1H | ELECTION OF DIRECTOR: MARSHALL C. | Management | For | For |
| TURNER | | | |
| 1I | ELECTION OF DIRECTOR: ELIZABETH W | Management | For | For |
| VANDERSLICE | | | |
| 2 | PROPOSAL TO APPROVE AN AMENDMENT | Management | For | For |
| TO THE COMPANY'S 1990 EMPLOYEE | | | |
| QUALIFIED STOCK PURCHASE PLAN. | | | |
| 3 | PROPOSAL TO APPROVE AN AMENDMENT | Management | Against | Against |
| TO THE COMPANY'S 2007 EQUITY INCENTIVE | | | |
| PLAN. | | | |
| 4 | PROPOSAL TO APPROVE, ON AN ADVISORY | Management | For | For |
| BASIS, THE COMPENSATION OF THE | | | |
| COMPANY'S NAMED EXECUTIVE OFFICERS. | | | |
| 5 | PROPOSAL TO RATIFY THE APPOINTMENT | Management | For | For |
| OF ERNST & YOUNG LLP AS THE | | | |
| COMPANY'S EXTERNAL AUDITORS FOR | | | |
| FISCAL 2013. | | | |
Page 2 of 39
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2012 to 06/30/2013
| THE J. M. SMUCKER COMPANY | | |
| Security | 832696405 | Meeting Type | Annual |
| Ticker Symbol | SJM | Meeting Date | 15-Aug-2012 |
| ISIN | US8326964058 | Agenda | 933665436 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A. | ELECTION OF DIRECTOR: PAUL J. DOLAN | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: NANCY LOPEZ | Management | For | For |
| KNIGHT | | | |
| 1C. | ELECTION OF DIRECTOR: GARY A. OATEY | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: ALEX SHUMATE | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: TIMOTHY P. | Management | For | For |
| SMUCKER | | | |
| 2. | RATIFICATION OF APPOINTMENT OF ERNST | Management | For | For |
| & YOUNG LLP AS THE COMPANY'S | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR THE 2013 FISCAL | | | |
| YEAR. | | | |
| 3. | ADVISORY APPROVAL OF THE COMPANY'S | Management | Against | Against |
| EXECUTIVE COMPENSATION. BOARD | | | |
| RECOMMENDS YOU VOTE "AGAINST" | | | |
| PROPOSALS 4 & 5 | | | |
| 4. | SHAREHOLDER PROPOSAL URGING | Shareholder | Against | For |
| DIRECTORS TO ACT TO REPEAL THE | | | |
| CLASSIFIED BOARD OF DIRECTORS. | | | |
| 5. | SHAREHOLDER PROPOSAL REQUESTING AN | Shareholder | Against | For |
| EXPANDED GREEN COFFEE | | | |
| SUSTAINABILITY PLAN. | | | |
| FLEXTRONICS INTERNATIONAL LTD. | | |
| Security | Y2573F102 | Meeting Type | Annual |
| Ticker Symbol | FLEX | Meeting Date | 30-Aug-2012 |
| ISIN | SG9999000020 | Agenda | 933668595 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | Management |
| 1A. | RE-ELECTION OF MR. JAMES A. DAVIDSON | Management | For | For |
| AS A DIRECTOR OF FLEXTRONICS. | | | |
| 1B. | RE-ELECTION OF MR. WILLIAM D. WATKINS | Management | For | For |
| AS A DIRECTOR OF FLEXTRONICS. | | | |
| 2. | RE-ELECTION OF MR. LAY KOON TAN AS A | Management | For | For |
| DIRECTOR OF FLEXTRONICS. | | | |
| 3. | TO APPROVE THE RE-APPOINTMENT OF | Management | For | For |
| DELOITTE & TOUCHE LLP AS | | | |
| FLEXTRONICS'S INDEPENDENT AUDITORS | | | |
| FOR THE 2013 FISCAL YEAR AND TO | | | |
| AUTHORIZE THE BOARD OF DIRECTORS TO | | | |
| FIX ITS REMUNERATION. | | | |
| 4. | TO APPROVE THE GENERAL | Management | For | For |
| AUTHORIZATION FOR THE DIRECTORS OF | | | |
| FLEXTRONICS TO ALLOT AND ISSUE | | | |
| ORDINARY SHARES. | | | |
| 5. | NON-BINDING, ADVISORY RESOLUTION. TO | Management | For | For |
| APPROVE THE COMPENSATION OF | | | |
| FLEXTRONICS'S NAMED EXECUTIVE | | | |
| OFFICERS, AS DISCLOSED PURSUANT TO | | | |
| ITEM 402 OF REGULATION S-K, SET FORTH | | | |
| IN "COMPENSATION DISCUSSION AND | | | |
| ANALYSIS" AND IN THE COMPENSATION | | | |
| TABLES AND THE ACCOMPANYING | | | |
| NARRATIVE DISCLOSURE UNDER | | | |
| "EXECUTIVE COMPENSATION" IN | | | |
| FLEXTRONICS'S PROXY STATEMENT | | | |
| RELATING TO ITS 2012 AGM | | | |
| S1. | EXTRAORDINARY GENERAL MEETING | Management | For | For |
| PROPOSAL: TO APPROVE THE RENEWAL OF | | | |
| THE SHARE PURCHASE MANDATE | | | |
| RELATING TO ACQUISITIONS BY | | | |
| FLEXTRONICS OF ITS OWN ISSUED | | | |
| ORDINARY SHARES. | | | |
Page 3 of 39
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2012 to 06/30/2013
| PATTERSON COMPANIES, INC. | | |
| Security | 703395103 | Meeting Type | Annual |
| Ticker Symbol | PDCO | Meeting Date | 10-Sep-2012 |
| ISIN | US7033951036 | Agenda | 933675665 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | SCOTT P. ANDERSON* | | For | For |
| 2 | ELLEN A. RUDNICK* | | For | For |
| 3 | HAROLD C. SLAVKIN* | | For | For |
| 4 | JAMES W. WILTZ* | | For | For |
| 5 | JODY H. FERAGEN** | | For | For |
| 2. | TO APPROVE THE AMENDMENT TO OUR | Management | For | For |
| BYLAWS. | | | |
| 3. | TO APPROVE THE AMENDMENT TO OUR | Management | For | For |
| AMENDED AND RESTATED EQUITY | | | |
| INCENTIVE PLAN. | | | |
| 4. | TO APPROVE THE AMENDMENT TO OUR | Management | For | For |
| AMENDED AND RESTATED EMPLOYEE | | | |
| STOCK PURCHASE PLAN. | | | |
| 5. | ADVISORY APPROVAL OF EXECUTIVE | Management | For | For |
| COMPENSATION. | | | |
| 6. | TO RATIFY THE SELECTION OF ERNST & | Management | For | For |
| YOUNG LLP AS OUR INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM | | | |
| FOR THE FISCAL YEAR ENDING APRIL 27, | | | |
| 2013. THE BOARD OF DIRECTORS | | | |
| RECOMMENDS A VOTE | | | |
| "AGAINST" ITEM 7 | | | |
| 7. | TO APPROVE THE SHAREHOLDER | Shareholder | For | Against |
| PROPOSAL REGARDING THE ADOPTION OF | | | |
| CUMULATIVE VOTING. | | | |
| DARDEN RESTAURANTS, INC. | | |
| Security | 237194105 | Meeting Type | Annual |
| Ticker Symbol | DRI | Meeting Date | 18-Sep-2012 |
| ISIN | US2371941053 | Agenda | 933673774 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | MICHAEL W. BARNES | | For | For |
| 2 | LEONARD L. BERRY | | For | For |
| 3 | CHRISTOPHER J. FRALEIGH | | For | For |
| 4 | VICTORIA D. HARKER | | For | For |
| 5 | DAVID H. HUGHES | | For | For |
| 6 | CHARLES A. LEDSINGER JR | | For | For |
| 7 | WILLIAM M. LEWIS, JR. | | For | For |
| 8 | SENATOR CONNIE MACK III | | For | For |
| 9 | ANDREW H. MADSEN | | For | For |
| 10 | CLARENCE OTIS, JR. | | For | For |
| 11 | MICHAEL D. ROSE | | For | For |
| 12 | MARIA A. SASTRE | | For | For |
| 13 | WILLIAM S. SIMON | | For | For |
| 2. | TO APPROVE A RESOLUTION PROVIDING | Management | For | For |
| ADVISORY APPROVAL OF THE COMPANY'S | | | |
| EXECUTIVE COMPENSATION. | | | |
| 3. | TO RATIFY THE APPOINTMENT OF KPMG LLP | Management | For | For |
| AS OUR INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR THE FISCAL YEAR | | | |
| ENDING MAY 26, 2013. | | | |
Page 4 of 39
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2012 to 06/30/2013
| TAKE-TWO INTERACTIVE SOFTWARE, INC. | | |
| Security | 874054109 | Meeting Type | Annual |
| Ticker Symbol | TTWO | Meeting Date | 20-Sep-2012 |
| ISIN | US8740541094 | Agenda | 933674435 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | STRAUSS ZELNICK | | For | For |
| 2 | ROBERT A. BOWMAN | | For | For |
| 3 | SUNGHWAN CHO | | For | For |
| 4 | MICHAEL DORNEMANN | | For | For |
| 5 | BRETT ICAHN | | For | For |
| | 6 | J. MOSES | | For | For |
| 7 | JAMES L. NELSON | | For | For |
| 8 | MICHAEL SHERESKY | | For | For |
| 2. | APPROVAL OF THE AMENDMENT TO THE | Management | For | For |
| TAKE-TWO INTERACTIVE SOFTWARE, INC. | | | |
| 2009 STOCK INCENTIVE PLAN. | | | |
| 3. | APPROVAL OF AN AMENDMENT TO THE | Management | For | For |
| RESTATED CERTIFICATE OF | | | |
| INCORPORATION OF THE COMPANY TO | | | |
| INCREASE THE NUMBER OF AUTHORIZED | | | |
| SHARES OF COMMON STOCK FROM 150 | | | |
| MILLION TO 200 MILLION. | | | |
| 4. | ADVISORY VOTE TO APPROVE THE | Management | For | For |
| COMPENSATION OF THE NAMED EXECUTIVE | | | |
| OFFICERS. | | | |
| 5. | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| ERNST & YOUNG LLP AS OUR INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM | | | |
| FOR THE FISCAL YEAR ENDING MARCH 31, | | | |
| 2013. | | | |
| SEADRILL LIMITED | | |
| Security | G7945E105 | Meeting Type | Annual |
| Ticker Symbol | SDRL | Meeting Date | 21-Sep-2012 |
| ISIN | BMG7945E1057 | Agenda | 933674980 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1 | TO RE-ELECT JOHN FREDRIKSEN AS A | Management | For | For |
| DIRECTOR OF THE COMPANY. | | | |
| 2 | TO RE-ELECT TOR OLAV TROIM AS A | Management | For | For |
| DIRECTOR OF THE COMPANY. | | | |
| 3 | TO RE-ELECT KATE BLANKENSHIP AS A | Management | For | For |
| DIRECTOR OF THE COMPANY. | | | |
| 4 | TO RE-ELECT KATHRINE FREDRIKSEN AS A | Management | For | For |
| | DIRECTOR OF THE COMPANY. | | | |
| 5 | TO RE-ELECT CARL ERIK STEEN AS A | Management | For | For |
| DIRECTOR OF THE COMPANY. | | | |
| 6 | PROPOSAL TO RE-APPOINT | Management | For | For |
| PRICEWATERHOUSECOOPERS, AS OF | | | |
| OSLO, NORWAY AS AUDITORS AND TO | | | |
| AUTHORIZE THE DIRECTORS TO | | | |
| DETERMINE THEIR REMUNERATION. | | | |
| 7 | PROPOSAL TO APPROVE THE | Management | For | For |
| REMUNERATION OF THE COMPANY'S | | | |
| BOARD OF DIRECTORS OF A TOTAL | | | |
| AMOUNT OF FEES NOT TO EXCEED | | | |
| US$800,000 FOR THE YEAR ENDED | | | |
| DECEMBER 31, 2012. | | | |
| CINTAS CORPORATION | | |
| Security | 172908105 | Meeting Type | Annual |
| Ticker Symbol | CTAS | Meeting Date | 16-Oct-2012 |
| ISIN | US1729081059 | Agenda | 933683965 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A. | ELECTION OF DIRECTOR: GERALD S. | Management | For | For |
| ADOLPH | | | |
| 1B. | ELECTION OF DIRECTOR: JOHN F. BARRETT | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: MELANIE W. | Management | For | For |
| BARSTAD | | | |
| 1D. | ELECTION OF DIRECTOR: RICHARD T. | Management | For | For |
| FARMER | | | |
| 1E. | ELECTION OF DIRECTOR: SCOTT D. FARMER | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: JAMES J. | Management | For | For |
| JOHNSON | | | |
| 1G. | ELECTION OF DIRECTOR: ROBERT J. | Management | For | For |
| KOHLHEPP | | | |
| 1H. | ELECTION OF DIRECTOR: JOSEPH | Management | For | For |
| SCAMINACE | | | |
| 1I. | ELECTION OF DIRECTOR: RONALD W. | Management | For | For |
| TYSOE | | | |
| 2. | ADVISORY RESOLUTION TO APPROVE | Management | For | For |
| NAMED EXECUTIVE OFFICER | | | |
| COMPENSATION. | | | |
| 3. | RATIFICATION OF ERNST & YOUNG LLP AS | Management | For | For |
| OUR INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR FISCAL YEAR 2013. | | | |
Page 5 of 39
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2012 to 06/30/2013
| COACH, INC. | | |
| Security | 189754104 | Meeting Type | Annual |
| Ticker Symbol | COH | Meeting Date | 07-Nov-2012 |
| ISIN | US1897541041 | Agenda | 933690287 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | LEW FRANKFORT | | For | For |
| 2 | SUSAN KROPF | | For | For |
| 3 | GARY LOVEMAN | | For | For |
| 4 | IVAN MENEZES | | For | For |
| 5 | IRENE MILLER | | For | For |
| 6 | MICHAEL MURPHY | | For | For |
| 7 | STEPHANIE TILENIUS | | For | For |
| 8 | JIDE ZEITLIN | | For | For |
| 2. | TO RATIFY THE APPOINTMENT OF DELOITTE | Management | For | For |
| & TOUCHE LLP AS THE COMPANY'S | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR FISCAL YEAR 2013 | | | |
| 3. | TO APPROVE, ON A NON-BINDING ADVISORY | Management | Against | Against |
| BASIS, THE COMPANY'S EXECUTIVE | | | |
| COMPENSATION | | | |
| LINEAR TECHNOLOGY CORPORATION | | |
| Security | 535678106 | Meeting Type | Annual |
| Ticker Symbol | LLTC | Meeting Date | 07-Nov-2012 |
| ISIN | US5356781063 | Agenda | 933690756 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | ROBERT H. SWANSON, JR. | | For | For |
| 2 | LOTHAR MAIER | | For | For |
| 3 | ARTHUR C. AGNOS | | For | For |
| 4 | JOHN J. GORDON | | For | For |
| 5 | DAVID S. LEE | | For | For |
| 6 | RICHARD M. MOLEY | | For | For |
| 7 | THOMAS S. VOLPE | | For | For |
| 2. | ADVISORY VOTE TO APPROVE EXECUTIVE | Management | For | For |
| COMPENSATION. | | | |
| 3. | TO RATIFY THE APPOINTMENT OF ERNST & | Management | For | For |
| YOUNG LLP AS THE INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM OF | | | |
| THE COMPANY FOR THE FISCAL YEAR | | | |
| ENDING JUNE 30, 2013. | | | |
Page 6 of 39
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2012 to 06/30/2013
| JDS UNIPHASE CORPORATION | | |
| Security | 46612J507 | Meeting Type | Annual |
| Ticker Symbol | JDSU | Meeting Date | 14-Nov-2012 |
| ISIN | US46612J5074 | Agenda | 933692368 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A. | ELECTION OF DIRECTOR: RICHARD E. | Management | For | For |
| BELLUZZO | | | |
| 1B. | ELECTION OF DIRECTOR: HAROLD L. | Management | For | For |
| COVERT | | | |
| 2. | TO RATIFY THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS THE | | | |
| INDEPENDENT PUBLIC ACCOUNTING FIRM | | | |
| FOR JDS UNIPHASE CORPORATION FOR | | | |
| THE FISCAL YEAR ENDING JUNE 29, 2013. | | | |
| 3. | TO APPROVE, BY NON-BINDING ADVISORY | Management | For | For |
| VOTE, THE COMPENSATION OF OUR NAMED | | | |
| EXECUTIVE OFFICERS. | | | |
| 4. | TO APPROVE AN AMENDMENT TO OUR | Management | For | For |
| CERTIFICATE OF INCORPORATION TO | | | |
| ELIMINATE THE CLASSIFIED STRUCTURE OF | | | |
| THE BOARD OF DIRECTORS. | | | |
| 5. | TO APPROVE AMENDMENTS TO OUR | Management | For | For |
| AMENDED AND RESTATED 2003 EQUITY | | | |
| INCENTIVE PLAN. | | | |
| MAXIM INTEGRATED PRODUCTS, INC. | | |
| Security | 57772K101 | Meeting Type | Annual |
| Ticker Symbol | MXIM | Meeting Date | 14-Nov-2012 |
| ISIN | US57772K1016 | Agenda | 933692801 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | TUNC DOLUCA | | For | For |
| 2 | B. KIPLING HAGOPIAN | | For | For |
| 3 | JAMES R. BERGMAN | | For | For |
| 4 | JOSEPH R. BRONSON | | For | For |
| 5 | ROBERT E. GRADY | | For | For |
| 6 | WILLIAM D. WATKINS | | For | For |
| 7 | A.R. FRANK WAZZAN | | For | For |
| 2. | TO RATIFY THE APPOINTMENT OF DELOITTE | Management | For | For |
| & TOUCHE LLP AS MAXIM'S INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM | | | |
| FOR THE FISCAL YEAR ENDING JUNE 29, | | | |
| 2013. | | | |
| 3. | TO RATIFY AND APPROVE AN AMENDMENT | Management | For | For |
| TO MAXIM'S 2008 EMPLOYEE STOCK | | | |
| PURCHASE PLAN TO INCREASE THE | | | |
| NUMBER OF SHARES AVAILABLE FOR | | | |
| ISSUANCE THEREUNDER BY 2,000,000 | | | |
| SHARES. | | | |
| 4. | TO RATIFY AND APPROVE AN AMENDMENT | Management | For | For |
| AND RESTATEMENT OF THE COMPANY'S | | | |
| 1996 STOCK INCENTIVE PLAN (AS AMENDED, | | | |
| THE "PLAN") TO INCREASE THE NUMBER OF | | | |
| SHARES AVAILABLE FOR ISSUANCE | | | |
| THEREUNDER BY 6,000,000 SHARES AND TO | | | |
| EXPAND THE PERFORMANCE METRICS FOR | | | |
| EMPLOYEE EQUITY GRANTS UNDER THE | | | |
| PLAN. | | | |
| 5. | ADVISORY VOTE ON EXECUTIVE | Management | For | For |
| COMPENSATION. | | | |
Page 7 of 39
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2012 to 06/30/2013
| RESMED INC. | | |
| Security | 761152107 | Meeting Type | Annual |
| Ticker Symbol | RMD | Meeting Date | 15-Nov-2012 |
| ISIN | US7611521078 | Agenda | 933694540 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A. | ELECTION OF DIRECTOR: DR. PETER | Management | For | For |
| FARRELL | | | |
| 1B. | ELECTION OF DIRECTOR: DR. GARY PACE | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: RONALD TAYLOR | Management | For | For |
| 2. | APPROVE, ON AN ADVISORY BASIS, THE | Management | For | For |
| COMPENSATION PAID TO OUR NAMED | | | |
| EXECUTIVE OFFICERS, AS DISCLOSED IN | | | |
| THIS PROXY STATEMENT. | | | |
| 3. | APPROVE AN AMENDMENT TO THE RESMED | Management | For | For |
| INC. 2009 EMPLOYEE STOCK PURCHASE | | | |
| PLAN, WHICH INCREASES THE NUMBER OF | | | |
| SHARES AUTHORIZED FOR ISSUE UNDER | | | |
| THE PLAN BY 2 MILLION SHARES, FROM 2.2 | | | |
| MILLION SHARES TO 4.2 MILLION SHARES. | | | |
| 4. | RATIFY OUR SELECTION OF KPMG LLP AS | Management | For | For |
| OUR INDEPENDENT AUDITORS FOR THE | | | |
| FISCAL YEAR ENDING JUNE 2013. | | | |
| DIAMOND FOODS, INC. | | |
| Security | 252603105 | Meeting Type | Annual |
| Ticker Symbol | DMND | Meeting Date | 14-Jan-2013 |
| ISIN | US2526031057 | Agenda | 933718263 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | ALISON DAVIS | | For | For |
| 2 | BRIAN DRISCOLL | | For | For |
| 3 | NIGEL REES | | For | For |
| 4 | ROBERT LEA | | For | For |
| 5 | MATTHEW WILSON | | For | For |
| 6 | WILLIAM TOS | | For | For |
| 2. | RATIFICATION OF DELOITTE & TOUCHE LLP | Management | For | For |
| AS INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR FISCAL YEAR | | | |
| ENDED JULY 31, 2012. | | | |
| 3. | SAY ON PAY - AN ADVISORY VOTE ON THE | Management | For | For |
| APPROVAL OF EXECUTIVE COMPENSATION. | | | |
| 4. | SAY WHEN ON PAY - AN ADVISORY VOTE ON | Management | 1 Year | For |
| THE APPROVAL OF THE FREQUENCY OF | | | |
| SHAREHOLDER VOTES ON EXECUTIVE | | | |
| COMPENSATION. | | | |
| THE SCOTTS MIRACLE-GRO CO. | | |
| Security | 810186106 | Meeting Type | Annual |
| Ticker Symbol | SMG | Meeting Date | 17-Jan-2013 |
| ISIN | US8101861065 | Agenda | 933716904 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | ADAM HANFT | | For | For |
| 2 | STEPHEN L. JOHNSON | | For | For |
| 3 | K.H. LITTLEFIELD | | For | For |
| 4 | MICHAEL E. PORTER, PH.D | | For | For |
| 2. | APPROVAL, ON AN ADVISORY BASIS, OF | Management | For | For |
| THE COMPENSATION OF THE COMPANY'S | | | |
| NAMED EXECUTIVE OFFICERS. | | | |
| 3. | APPROVAL OF AN AMENDMENT AND | Management | For | For |
| RESTATEMENT OF THE SCOTTS MIRACLE- | | | |
| GRO COMPANY AMENDED AND RESTATED | | | |
| 2006 LONG-TERM INCENTIVE PLAN TO, | | | |
| AMONG OTHER THINGS, INCREASE THE | | | |
| MAXIMUM NUMBER OF COMMON SHARES | | | |
| AVAILABLE FOR GRANT TO PARTICIPANTS | | | |
| UNDER THE PLAN. | | | |
| 4. | RATIFICATION OF THE SELECTION OF | Management | For | For |
| DELOITTE & TOUCHE LLP AS THE | | | |
| COMPANY'S INDEPENDENT REGISTERED | | | |
| PUBLIC ACCOUNTING FIRM FOR THE FISCAL | | | |
| YEAR ENDING SEPTEMBER 30, 2013. | | | |
Page 8 of 39
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2012 to 06/30/2013
| D.R. HORTON, INC. | | |
| Security | 23331A109 | Meeting Type | Annual |
| Ticker Symbol | DHI | Meeting Date | 24-Jan-2013 |
| ISIN | US23331A1097 | Agenda | 933721020 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A. | ELECTION OF DIRECTOR: DONALD R. | Management | For | For |
| HORTON | | | |
| 1B. | ELECTION OF DIRECTOR: BRADLEY S. | Management | For | For |
| ANDERSON | | | |
| 1C. | ELECTION OF DIRECTOR: MICHAEL R. | Management | For | For |
| BUCHANAN | | | |
| 1D. | ELECTION OF DIRECTOR: MICHAEL W. | Management | For | For |
| HEWATT | | | |
| 1E. | ELECTION OF DIRECTOR: BOB G. SCOTT | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: DONALD J. | Management | For | For |
| TOMNITZ | | | |
| 2. | ADVISORY VOTE ON EXECUTIVE | Management | For | For |
| COMPENSATION. | | | |
| 3. | APPROVE THE PERFORMANCE CRITERIA | Management | For | For |
| UNDER OUR 2000 INCENTIVE BONUS PLAN | | | |
| FOR SECTION 162(M) PURPOSES. | | | |
| 4. | RATIFY THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS OUR | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM. | | | |
| MUELLER WATER PRODUCT, INC. | | |
| Security | 624758108 | Meeting Type | Annual |
| Ticker Symbol | MWA | Meeting Date | 30-Jan-2013 |
| ISIN | US6247581084 | Agenda | 933716891 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | HOWARD L. CLARK, JR. | | For | For |
| 2 | SHIRLEY C. FRANKLIN | | For | For |
| 3 | THOMAS J. HANSEN | | For | For |
| 4 | GREGORY E. HYLAND | | For | For |
| 5 | JERRY W. KOLB | | For | For |
| 6 | JOSEPH B. LEONARD | | For | For |
| 7 | MARK J. O'BRIEN | | For | For |
| 8 | BERNARD G. RETHORE | | For | For |
| 9 | NEIL A. SPRINGER | | For | For |
| 10 | LYDIA W. THOMAS | | For | For |
| 11 | MICHAEL T. TOKARZ | | For | For |
| 2. | TO APPROVE, ON AN ADVISORY BASIS, THE | Management | For | For |
| COMPANY'S EXECUTIVE COMPENSATION. | | | |
| 3. | TO RATIFY THE APPOINTMENT OF ERNST & | Management | For | For |
| YOUNG LLP AS THE COMPANY'S | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR FISCAL 2013. | | | |
| ROCKWELL AUTOMATION, INC. | | |
| Security | 773903109 | Meeting Type | Annual |
| Ticker Symbol | ROK | Meeting Date | 05-Feb-2013 |
| ISIN | US7739031091 | Agenda | 933720167 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| A. | DIRECTOR | | Management | | |
| 1 | BARRY C. JOHNSON | | For | For |
| 2 | W.T. MCCORMICK, JR. | | For | For |
| 3 | KEITH D. NOSBUSCH | | For | For |
| B. | TO APPROVE THE SELECTION OF DELOITTE | Management | For | For |
| & TOUCHE LLP AS THE CORPORATION'S | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM. | | | |
| C. | TO APPROVE, ON AN ADVISORY BASIS, THE | Management | For | For |
| COMPENSATION OF THE CORPORATION'S | | | |
| NAMED EXECUTIVE OFFICERS. | | | |
Page 9 of 39
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2012 to 06/30/2013
| HELMERICH & PAYNE, INC. | | |
| Security | 423452101 | Meeting Type | Annual |
| Ticker Symbol | HP | Meeting Date | 06-Mar-2013 |
| ISIN | US4234521015 | Agenda | 933726121 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | HANS HELMERICH | | For | For |
| 2 | JOHN W. LINDSAY | | For | For |
| 3 | PAULA MARSHALL | | For | For |
| 4 | RANDY A. FOUTCH | | For | For |
| 2. | RATIFICATION OF ERNST & YOUNG LLP AS | Management | For | For |
| AUDITORS FOR 2013. | | | |
| 3. | ADVISORY VOTE ON EXECUTIVE | Management | For | For |
| COMPENSATION. | | | |
| 4. | NON-BINDING STOCKHOLDER PROPOSAL | Shareholder | Against | N/A |
| TO ADOPT A MAJORITY VOTING STANDARD | | | |
| IN THE ELECTION OF DIRECTORS OF THE | | | |
| COMPANY. | | | |
| HANESBRANDS INC. | | |
| Security | 410345102 | Meeting Type | Annual |
| Ticker Symbol | HBI | Meeting Date | 03-Apr-2013 |
| ISIN | US4103451021 | Agenda | 933734685 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | LEE A. CHADEN | | For | For |
| 2 | BOBBY J. GRIFFIN | | For | For |
| 3 | JAMES C. JOHNSON | | For | For |
| 4 | JESSICA T. MATHEWS | | For | For |
| 5 | J. PATRICK MULCAHY | | For | For |
| 6 | RONALD L. NELSON | | For | For |
| 7 | RICHARD A. NOLL | | For | For |
| 8 | ANDREW J. SCHINDLER | | For | For |
| 9 | ANN E. ZIEGLER | | For | For |
| 2. | TO APPROVE THE AMENDED AND | Management | For | For |
| RESTATED HANESBRANDS INC. OMNIBUS | | | |
| INCENTIVE PLAN | | | |
| 3. | TO APPROVE, BY A NON-BINDING, | Management | For | For |
| ADVISORY VOTE, EXECUTIVE | | | |
| COMPENSATION AS DESCRIBED IN THE | | | |
| PROXY STATEMENT FOR THE ANNUAL | | | |
| MEETING | | | |
| 4. | TO RATIFY THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS | | | |
| HANESBRANDS' INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM | | | |
| FOR HANESBRANDS' 2013 FISCAL YEAR | | | |
Page 10 of 39
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2012 to 06/30/2013
| NORTHERN TRUST CORPORATION | | |
| Security | 665859104 | Meeting Type | Annual |
| Ticker Symbol | NTRS | Meeting Date | 16-Apr-2013 |
| ISIN | US6658591044 | Agenda | 933739558 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | LINDA WALKER BYNOE | | For | For |
| 2 | NICHOLAS D. CHABRAJA | | For | For |
| 3 | SUSAN CROWN | | For | For |
| 4 | DIPAK C. JAIN | | For | For |
| 5 | ROBERT W. LANE | | For | For |
| 6 | EDWARD J. MOONEY | | For | For |
| 7 | JOSE LUIS PRADO | | For | For |
| 8 | JOHN W. ROWE | | For | For |
| 9 | MARTIN P. SLARK | | For | For |
| 10 | DAVID H.B. SMITH, JR. | | For | For |
| 11 | CHARLES A. TRIBBETT III | | For | For |
| 12 | FREDERICK H. WADDELL | | For | For |
| 2. | APPROVAL, BY AN ADVISORY VOTE, OF THE | Management | For | For |
| 2012 COMPENSATION OF THE | | | |
| CORPORATION'S NAMED EXECUTIVE | | | |
| OFFICERS. | | | |
| 3. | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| KPMG LLP AS THE CORPORATION'S | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR THE FISCAL YEAR | | | |
| ENDING DECEMBER 31, 2013. | | | |
| 4. | STOCKHOLDER PROPOSAL REGARDING | Shareholder | For | Against |
| ADDITIONAL DISCLOSURE OF POLITICAL | | | |
| AND LOBBYING CONTRIBUTIONS, IF | | | |
| PROPERLY PRESENTED AT THE ANNUAL | | | |
| MEETING. | | | |
| DISCOVER FINANCIAL SERVICES | | |
| Security | 254709108 | Meeting Type | Annual |
| Ticker Symbol | DFS | Meeting Date | 17-Apr-2013 |
| ISIN | US2547091080 | Agenda | 933737097 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A. | ELECTION OF DIRECTOR: JEFFREY S. | Management | For | For |
| ARONIN | | | |
| 1B. | ELECTION OF DIRECTOR: MARY K. BUSH | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: GREGORY C. | Management | For | For |
| CASE | | | |
| 1D. | ELECTION OF DIRECTOR: CYNTHIA A. | Management | For | For |
| GLASSMAN | | | |
| 1E. | ELECTION OF DIRECTOR: RICHARD H. | Management | For | For |
| LENNY | | | |
| 1F. | ELECTION OF DIRECTOR: THOMAS G. | Management | For | For |
| MAHERAS | | | |
| 1G. | ELECTION OF DIRECTOR: MICHAEL H. | Management | For | For |
| MOSKOW | | | |
| 1H. | ELECTION OF DIRECTOR: DAVID W. NELMS | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: E. FOLLIN SMITH | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: MARK A. THIERER | Management | For | For |
| 1K. | ELECTION OF DIRECTOR: LAWRENCE A. | Management | For | For |
| WEINBACH | | | |
| 2. | ADVISORY VOTE TO APPROVE NAMED | Management | For | For |
| EXECUTIVE OFFICER COMPENSATION. | | | |
| 3. | TO RATIFY THE APPOINTMENT OF DELOITTE | Management | For | For |
| & TOUCHE LLP AS THE COMPANY'S | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM. | | | |
Page 11 of 39
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2012 to 06/30/2013
| SUNTRUST BANKS, INC. | | |
| Security | 867914103 | Meeting Type | Annual |
| Ticker Symbol | STI | Meeting Date | 23-Apr-2013 |
| ISIN | US8679141031 | Agenda | 933738669 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A. | ELECTION OF DIRECTOR: ROBERT M. BEALL, | Management | For | For |
| II | | | |
| 1B. | ELECTION OF DIRECTOR: ALSTON D. | Management | For | For |
| CORRELL | | | |
| 1C. | ELECTION OF DIRECTOR: JEFFREY C. | Management | For | For |
| CROWE | | | |
| 1D. | ELECTION OF DIRECTOR: DAVID H. HUGHES | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: M. DOUGLAS | Management | For | For |
| IVESTER | | | |
| 1F. | ELECTION OF DIRECTOR: KYLE PRECHTL | Management | For | For |
| LEGG | | | |
| 1G. | ELECTION OF DIRECTOR: WILLIAM A. | Management | For | For |
| LINNENBRINGER | | | |
| 1H. | ELECTION OF DIRECTOR: DONNA S. MOREA | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: DAVID M. | Management | For | For |
| RATCLIFFE | | | |
| 1J. | ELECTION OF DIRECTOR: WILLIAM H. | Management | For | For |
| ROGERS, JR. | | | |
| 1K. | ELECTION OF DIRECTOR: FRANK W. | Management | For | For |
| SCRUGGS | | | |
| 1L. | ELECTION OF DIRECTOR: THOMAS R. | Management | For | For |
| WATJEN | | | |
| 1M. | ELECTION OF DIRECTOR: DR. PHAIL WYNN, | Management | For | For |
| JR. | | | |
| 2. | ADVISORY APPROVAL OF THE COMPANY'S | Management | For | For |
| EXECUTIVE COMPENSATION. | | | |
| 3. | PROPOSAL TO RATIFY THE APPOINTMENT | Management | For | For |
| OF ERNST & YOUNG LLP AS INDEPENDENT | | | |
| AUDITORS FOR 2013. | | | |
| ASSOCIATED BANC-CORP | | |
| Security | 045487105 | Meeting Type | Annual |
| Ticker Symbol | ASBC | Meeting Date | 23-Apr-2013 |
| ISIN | US0454871056 | Agenda | 933743040 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | JOHN F. BERGSTROM | | For | For |
| 2 | RUTH M. CROWLEY | | For | For |
| 3 | PHILIP B. FLYNN | | For | For |
| 4 | RONALD R. HARDER | | For | For |
| 5 | WILLIAM R. HUTCHINSON | | For | For |
| 6 | ROBERT A. JEFFE | | For | For |
| 7 | EILEEN A. KAMERICK | | For | For |
| 8 | RICHARD T. LOMMEN | | For | For |
| 9 | J. DOUGLAS QUICK | | For | For |
| 10 | KAREN T. VAN LITH | | For | For |
| 11 | JOHN (JAY) B. WILLIAMS | | For | For |
| 2. | THE APPROVAL OF THE ASSOCIATED BANC- | Management | Against | Against |
| CORP 2013 INCENTIVE COMPENSATION | | | |
| PLAN. | | | |
| 3. | ADVISORY APPROVAL OF ASSOCIATED | Management | For | For |
| BANC-CORP'S NAMED EXECUTIVE OFFICER | | | |
| COMPENSATION. | | | |
| 4. | THE RATIFICATION OF THE SELECTION OF | Management | For | For |
| KPMG LLP AS THE INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM | | | |
| FOR ASSOCIATED BANC-CORP FOR THE | | | |
| YEAR ENDING DECEMBER 31, 2013. | | | |
Page 12 of 39
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2012 to 06/30/2013
| MDU RESOURCES GROUP, INC. | | |
| Security | 552690109 | Meeting Type | Annual |
| Ticker Symbol | MDU | Meeting Date | 23-Apr-2013 |
| ISIN | US5526901096 | Agenda | 933747632 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A. | ELECTION OF DIRECTOR: THOMAS EVERIST | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: KAREN B. FAGG | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: DAVID L. GOODIN | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: A. BART HOLADAY | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: DENNIS W. | Management | For | For |
| JOHNSON | | | |
| 1F. | ELECTION OF DIRECTOR: THOMAS C. | Management | For | For |
| KNUDSON | | | |
| 1G. | ELECTION OF DIRECTOR: PATRICIA L. MOSS | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: HARRY J. PEARCE | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: J. KENT WELLS | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: JOHN K. WILSON | Management | For | For |
| 2. | RATIFICATION OF DELOITTE & TOUCHE LLP | Management | For | For |
| AS THE COMPANY'S INDEPENDENT | | | |
| AUDITORS FOR 2013. | | | |
| 3. | APPROVAL, ON A NON-BINDING ADVISORY | Management | For | For |
| BASIS, OF THE COMPENSATION OF THE | | | |
| COMPANY'S NAMED EXECUTIVE OFFICERS. | | | |
| CELESTICA INC. | | |
| Security | 15101Q108 | Meeting Type | Annual |
| Ticker Symbol | CLS | Meeting Date | 23-Apr-2013 |
| ISIN | CA15101Q1081 | Agenda | 933747896 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 01 | DIRECTOR | | Management | | |
| 1 | DAN DIMAGGIO | | Withheld | Against |
| 2 | WILLIAM A. ETHERINGTON | | Withheld | Against |
| 3 | LAURETTE KOELLNER | | Withheld | Against |
| 4 | CRAIG H. MUHLHAUSER | | Withheld | Against |
| 5 | JOSEPH M. NATALE | | Withheld | Against |
| 6 | EAMON J. RYAN | | Withheld | Against |
| 7 | GERALD W. SCHWARTZ | | Withheld | Against |
| 8 | MICHAEL WILSON | | Withheld | Against |
| 02 | APPOINTMENT OF KPMG LLP AS AUDITOR | Management | For | For |
| AND AUTHORIZATION OF THE BOARD OF | | | |
| DIRECTORS OF CELESTICA INC. TO FIX THE | | | |
| REMUNERATION OF THE AUDITOR. | | | |
| 03 | ADVISORY RESOLUTION ON CELESTICA | Management | For | For |
| INC.'S APPROACH TO EXECUTIVE | | | |
| COMPENSATION. | | | |
| ENCANA CORPORATION | | |
| Security | 292505104 | Meeting Type | Annual |
| Ticker Symbol | ECA | Meeting Date | 23-Apr-2013 |
| ISIN | CA2925051047 | Agenda | 933761442 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 01 | DIRECTOR | | Management | | |
| 1 | PETER A. DEA | | For | For |
| 2 | CLAIRE S. FARLEY | | For | For |
| 3 | FRED J. FOWLER | | For | For |
| 4 | SUZANNE P. NIMOCKS | | For | For |
| 5 | DAVID P. O'BRIEN | | For | For |
| 6 | JANE L. PEVERETT | | For | For |
| 7 | BRIAN G. SHAW | | For | For |
| 8 | BRUCE G. WATERMAN | | For | For |
| 9 | CLAYTON H. WOITAS | | For | For |
| 02 | APPOINTMENT OF AUDITOR - | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AT A | | | |
| REMUNERATION TO BE FIXED BY THE | | | |
| BOARD OF DIRECTORS | | | |
| 03 | ADVISORY VOTE APPROVING THE | Management | For | For |
| CORPORATION'S APPROACH TO EXECUTIVE | | | |
| COMPENSATION | | | |
| 04 | RECONFIRMATION OF THE SHAREHOLDER | Management | For | For |
| RIGHTS PLAN. | | | |
Page 13 of 39
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2012 to 06/30/2013
| NOBLE ENERGY, INC. | | |
| Security | 655044105 | Meeting Type | Annual |
| Ticker Symbol | NBL | Meeting Date | 23-Apr-2013 |
| ISIN | US6550441058 | Agenda | 933772914 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | Management |
| 1A. | ELECTION OF DIRECTOR: JEFFREY L. | Management | For | For |
| BERENSON | | | |
| 1B. | ELECTION OF DIRECTOR: MICHAEL A. | Management | For | For |
| CAWLEY | | | |
| 1C. | ELECTION OF DIRECTOR: EDWARD F. COX | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: CHARLES D. | Management | For | For |
| DAVIDSON | | | |
| 1E. | ELECTION OF DIRECTOR: THOMAS J. | Management | For | For |
| EDELMAN | | | |
| 1F. | ELECTION OF DIRECTOR: ERIC P. GRUBMAN | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: KIRBY L. HEDRICK | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: SCOTT D. URBAN | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: WILLIAM T. VAN | Management | For | For |
| KLEEF | | | |
| 1J. | ELECTION OF DIRECTOR: MOLLY K. | Management | For | For |
| WILLIAMSON | | | |
| 2. | TO RATIFY THE APPOINTMENT OF KPMG LLP | Management | For | For |
| AS THE COMPANY'S INDEPENDENT | | | |
| AUDITOR. | | | |
| 3. | TO APPROVE, IN A NON-BINDING ADVISORY | Management | Against | Against |
| VOTE, THE COMPENSATION OF THE | | | |
| COMPANY'S NAMED EXECUTIVE OFFICERS. | | | |
| 4. | TO APPROVE AN AMENDMENT AND | Management | Against | Against |
| RESTATEMENT OF THE COMPANY'S 1992 | | | |
| STOCK OPTION AND RESTRICTED STOCK | | | |
| PLAN. | | | |
| 5. | TO APPROVE AN AMENDMENT TO THE | Management | For | For |
| COMPANY'S CERTIFICATE OF | | | |
| INCORPORATION. | | | |
| 6. | TO APPROVE AN AMENDMENT TO THE | Management | For | For |
| COMPANY'S BY-LAWS, ALL AS MORE FULLY | | | |
| DESCRIBED IN THE PROXY STATEMENT. | | | |
| W.W. GRAINGER, INC. | | |
| Security | 384802104 | Meeting Type | Annual |
| Ticker Symbol | GWW | Meeting Date | 24-Apr-2013 |
| ISIN | US3848021040 | Agenda | 933747288 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | BRIAN P. ANDERSON | | For | For |
| 2 | V. ANN HAILEY | | For | For |
| 3 | WILLIAM K. HALL | | For | For |
| 4 | STUART L. LEVENICK | | For | For |
| 5 | JOHN W. MCCARTER, JR. | | For | For |
| 6 | NEIL S. NOVICH | | For | For |
| 7 | MICHAEL J. ROBERTS | | For | For |
| 8 | GARY L. ROGERS | | For | For |
| 9 | JAMES T. RYAN | | For | For |
| 10 | E. SCOTT SANTI | | For | For |
| 11 | JAMES D. SLAVIK | | For | For |
| 2. | PROPOSAL TO RATIFY THE APPOINTMENT | Management | For | For |
| OF ERNST & YOUNG LLP AS INDEPENDENT | | | |
| AUDITOR FOR THE YEAR ENDING | | | |
| DECEMBER 31, 2013. | | | |
| 3. | SAY ON PAY: ADVISORY PROPOSAL TO | Management | For | For |
| APPROVE COMPENSATION OF THE | | | |
| COMPANY'S NAMED EXECUTIVE OFFICERS. | | | |
Page 14 of 39
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2012 to 06/30/2013
| SCANA CORPORATION | | |
| Security | 80589M102 | Meeting Type | Annual |
| Ticker Symbol | SCG | Meeting Date | 25-Apr-2013 |
| ISIN | US80589M1027 | Agenda | 933758130 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | KEVIN B. MARSH | | For | For |
| 2 | JOSHUA W. MARTIN, III | | For | For |
| 3 | JAMES M. MICALI | | For | For |
| 4 | HAROLD C. STOWE | | For | For |
| 2. | APPROVAL OF THE APPOINTMENT OF THE | Management | For | For |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM. | | | |
| 3. | SHAREHOLDER PROPOSAL REGARDING | Shareholder | For | N/A |
| REPEAL OF THE CLASSIFICATION OF THE | | | |
| BOARD OF DIRECTORS. | | | |
| ENERGYSOLUTIONS, INC. | | |
| Security | 292756202 | Meeting Type | Special |
| Ticker Symbol | ES | Meeting Date | 26-Apr-2013 |
| ISIN | US2927562023 | Agenda | 933756174 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1. | TO ADOPT THE AGREEMENT AND PLAN OF | Management | Against | Against |
| MERGER, DATED AS OF JANUARY 7, 2013, | | | |
| AS AMENDED BY FIRST AMENDMENT TO | | | |
| AGREEMENT AND PLAN OF MERGER, DATED | | | |
| AS OF APRIL 5, 2013, AND AS IT MAY BE | | | |
| AMENDED FROM TIME TO TIME, BY AND | | | |
| AMONG ENERGYSOLUTIONS, INC., | | | |
| ROCKWELL HOLDCO, INC., AND ROCKWELL | | | |
| ACQUISITION CORP. | | | |
| 2. | TO ADJOURN THE SPECIAL MEETING, IF | Management | For | For |
| NECESSARY OR APPROPRIATE, TO SOLICIT | | | |
| ADDITIONAL PROXIES IF THERE ARE | | | |
| INSUFFICIENT VOTES AT THE TIME OF THE | | | |
| SPECIAL MEETING TO ADOPT THE | | | |
| AGREEMENT AND PLAN OF MERGER. | | | |
| 3. | TO ADOPT THE ADVISORY (NON-BINDING) | Management | Against | Against |
| PROPOSAL TO APPROVE SPECIFIED | | | |
| COMPENSATION THAT MAY BECOME | | | |
| PAYABLE TO THE NAMED EXECUTIVE | | | |
| OFFICERS OF ENERGYSOLUTIONS, INC. IN | | | |
| CONNECTION WITH THE AGREEMENT AND | | | |
| PLAN OF MERGER, AS IT MAY BE AMENDED | | | |
| FROM TIME TO TIME, BY AND AMONG | | | |
| ENERGYSOLUTIONS, INC., ROCKWELL | | | |
| HOLDCO, INC. AND ROCKWELL ACQUISITION | | | |
| CORP. | | | |
Page 15 of 39
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2012 to 06/30/2013
| CINCINNATI FINANCIAL CORPORATION | | |
| Security | 172062101 | Meeting Type | Annual |
| Ticker Symbol | CINF | Meeting Date | 27-Apr-2013 |
| ISIN | US1720621010 | Agenda | 933746286 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | WILLIAM F. BAHL | | For | For |
| 2 | GREGORY T. BIER | | For | For |
| 3 | LINDA CLEMENT-HOLMES | | For | For |
| 4 | DIRK J. DEBBINK | | For | For |
| 5 | STEVEN J. JOHNSTON | | For | For |
| 6 | KENNETH C. LICHTENDAHL | | For | For |
| 7 | W. RODNEY MCMULLEN | | For | For |
| 8 | GRETCHEN W. PRICE | | For | For |
| 9 | JOHN J. SCHIFF, JR. | | For | For |
| 10 | THOMAS R. SCHIFF | | For | For |
| 11 | DOUGLAS S. SKIDMORE | | For | For |
| 12 | KENNETH W. STECHER | | For | For |
| 13 | JOHN F. STEELE, JR. | | For | For |
| 14 | LARRY R. WEBB | | For | For |
| 15 | E. ANTHONY WOODS | | For | For |
| 2. | RATIFICATION OF THE SELECTION OF | Management | For | For |
| DELOITTE & TOUCHE LLP AS THE | | | |
| COMPANY'S INDEPENDENT REGISTERED | | | |
| PUBLIC ACCOUNTING FIRM FOR 2013. | | | |
| 3. | A NONBINDING PROPOSAL TO APPROVE | Management | For | For |
| COMPENSATION FOR THE COMPANY'S | | | |
| NAMED EXECUTIVE OFFICERS. | | | |
| 4. | A SHAREHOLDER PROPOSAL TO REQUIRE | Shareholder | Against | For |
| SUSTAINABILITY REPORTING, IF | | | |
| INTRODUCED AT THE MEETING. | | | |
| HARLEY-DAVIDSON, INC. | | |
| Security | 412822108 | Meeting Type | Annual |
| Ticker Symbol | HOG | Meeting Date | 27-Apr-2013 |
| ISIN | US4128221086 | Agenda | 933746515 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | BARRY K. ALLEN | | For | For |
| 2 | R. JOHN ANDERSON | | For | For |
| 3 | RICHARD I. BEATTIE | | For | For |
| 4 | MARTHA F. BROOKS | | For | For |
| 5 | MICHAEL J. CAVE | | For | For |
| 6 | GEORGE H. CONRADES | | For | For |
| 7 | DONALD A. JAMES | | For | For |
| 8 | SARA L. LEVINSON | | For | For |
| 9 | N. THOMAS LINEBARGER | | For | For |
| 10 | GEORGE L. MILES, JR. | | For | For |
| 11 | JAMES A. NORLING | | For | For |
| 12 | KEITH E. WANDELL | | For | For |
| 13 | JOCHEN ZEITZ | | For | For |
| 2. | APPROVAL, BY ADVISORY VOTE, OF THE | Management | Against | Against |
| COMPENSATION OF OUR NAMED | | | |
| EXECUTIVE OFFICERS. | | | |
| 3. | RATIFICATION OF THE SELECTION OF | Management | For | For |
| ERNST & YOUNG LLP, INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM, | | | |
| TO BE THE AUDITORS. | | | |
Page 16 of 39
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2012 to 06/30/2013
| REGAL BELOIT CORPORATION | | |
| Security | 758750103 | Meeting Type | Annual |
| Ticker Symbol | RBC | Meeting Date | 29-Apr-2013 |
| ISIN | US7587501039 | Agenda | 933763369 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A. | ELECTION OF DIRECTOR: CHRISTOPHER L. | Management | For | For |
| DOERR | | | |
| 1B. | ELECTION OF DIRECTOR: MARK J. GLIEBE | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: CURTIS W. | Management | For | For |
| STOELTING | | | |
| 2. | ADVISORY VOTE ON THE COMPENSATION | Management | For | For |
| OF THE COMPANY'S NAMED EXECUTIVE | | | |
| OFFICERS. | | | |
| 3. | TO APPROVE THE REGAL BELOIT | Management | For | For |
| CORPORATION 2013 EQUITY INCENTIVE | | | |
| PLAN. | | | |
| 4. | TO RATIFY THE SELECTION OF DELOITTE & | Management | For | For |
| TOUCHE LLP AS THE INDEPENDENT | | | |
| AUDITORS FOR THE COMPANY FOR THE | | | |
| YEAR ENDING DECEMBER 28, 2013. | | | |
| LASALLE HOTEL PROPERTIES | | |
| Security | 517942108 | Meeting Type | Annual |
| Ticker Symbol | LHO | Meeting Date | 30-Apr-2013 |
| ISIN | US5179421087 | Agenda | 933742163 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | DENISE M. COLL | | For | For |
| 2 | STUART L. SCOTT | | For | For |
| 2. | TO RATIFY THE APPOINTMENT OF THE | Management | For | For |
| COMPANY'S INDEPENDENT REGISTERED | | | |
| PUBLIC ACCOUNTANTS FOR THE YEAR | | | |
| ENDING DECEMBER 31, 2013. | | | |
| 3. | TO APPROVE, BY NON-BINDING VOTE, | Management | For | For |
| EXECUTIVE COMPENSATION. | | | |
| INTERNATIONAL FLAVORS & FRAGRANCES INC. | | |
| Security | 459506101 | Meeting Type | Annual |
| Ticker Symbol | IFF | Meeting Date | 30-Apr-2013 |
| ISIN | US4595061015 | Agenda | 933751655 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A. | ELECTION OF DIRECTOR: MARCELLO V. | Management | Against | Against |
| BOTTOLI | | | |
| 1B. | ELECTION OF DIRECTOR: LINDA B. BUCK | Management | Against | Against |
| 1C. | ELECTION OF DIRECTOR: J. MICHAEL COOK | Management | Against | Against |
| 1D. | ELECTION OF DIRECTOR: ROGER W. | Management | Against | Against |
| FERGUSON, JR. | | | |
| 1E. | ELECTION OF DIRECTOR: ANDREAS FIBIG | Management | Against | Against |
| 1F. | ELECTION OF DIRECTOR: CHRISTINA GOLD | Management | Against | Against |
| 1G. | ELECTION OF DIRECTOR: ALEXANDRA A. | Management | Against | Against |
| HERZAN | | | |
| 1H. | ELECTION OF DIRECTOR: HENRY W. | Management | Against | Against |
| HOWELL, JR. | | | |
| 1I. | ELECTION OF DIRECTOR: KATHERINE M. | Management | Against | Against |
| HUDSON | | | |
| 1J. | ELECTION OF DIRECTOR: ARTHUR C. | Management | Against | Against |
| MARTINEZ | | | |
| 1K. | ELECTION OF DIRECTOR: DALE F. | Management | Against | Against |
| MORRISON | | | |
| 1L. | ELECTION OF DIRECTOR: DOUGLAS D. | Management | Against | Against |
| TOUGH | | | |
| 2. | TO RATIFY SELECTION OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS | | | |
| COMPANY'S INDEPENDENT REGISTERED | | | |
| PUBLIC ACCOUNTING FIRM FOR 2013. | | | |
| 3. | ADVISORY VOTE TO APPROVE THE | Management | For | For |
| COMPENSATION PAID TO THE COMPANY'S | | | |
| NAMED EXECUTIVE OFFICERS IN 2012. | | | |
Page 17 of 39
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2012 to 06/30/2013
| BRUNSWICK CORPORATION | | |
| Security | 117043109 | Meeting Type | Annual |
| Ticker Symbol | BC | Meeting Date | 01-May-2013 |
| ISIN | US1170431092 | Agenda | 933747947 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1.1 | ELECTION OF DIRECTOR: NOLAN D. | Management | For | For |
| ARCHIBALD | | | |
| 1.2 | ELECTION OF DIRECTOR: DAVID C. EVERITT | Management | For | For |
| 1.3 | ELECTION OF DIRECTOR: ROGER J. WOOD | Management | For | For |
| 1.4 | ELECTION OF DIRECTOR: LAWRENCE A. | Management | For | For |
| ZIMMERMAN | | | |
| 2 | THE APPROVAL OF THE COMPENSATION OF | Management | For | For |
| OUR NAMED EXECUTIVE OFFICERS ON AN | | | |
| ADVISORY BASIS. | | | |
| 3 | THE APPROVAL OF THE BRUNSWICK | Management | For | For |
| CORPORATION SENIOR MANAGEMENT | | | |
| INCENTIVE PLAN. | | | |
| 4 | THE RATIFICATION OF THE AUDIT | Management | For | For |
| COMMITTEE'S APPOINTMENT OF ERNST & | | | |
| YOUNG LLP AS THE COMPANY'S | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR THE FISCAL YEAR | | | |
| ENDING DECEMBER 31, 2013. | | | |
| MSCI INC. | | |
| Security | 55354G100 | Meeting Type | Annual |
| Ticker Symbol | MSCI | Meeting Date | 01-May-2013 |
| ISIN | US55354G1004 | Agenda | 933751718 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1.1 | ELECTION OF DIRECTOR: BENJAMIN F. | Management | For | For |
| DUPONT | | | |
| 1.2 | ELECTION OF DIRECTOR: HENRY A. | Management | For | For |
| FERNANDEZ | | | |
| 1.3 | ELECTION OF DIRECTOR: ALICE W. HANDY | Management | For | For |
| 1.4 | ELECTION OF DIRECTOR: CATHERINE R. | Management | For | For |
| KINNEY | | | |
| 1.5 | ELECTION OF DIRECTOR: LINDA H. RIEFLER | Management | For | For |
| 1.6 | ELECTION OF DIRECTOR: GEORGE W. | Management | For | For |
| SIGULER | | | |
| 1.7 | ELECTION OF DIRECTOR: PATRICK TIERNEY | Management | For | For |
| 1.8 | ELECTION OF DIRECTOR: RODOLPHE M. | Management | For | For |
| VALLEE | | | |
| 2 | TO APPROVE, BY NON-BINDING VOTE, OUR | Management | For | For |
| EXECUTIVE COMPENSATION, AS | | | |
| DESCRIBED IN THESE PROXY MATERIALS. | | | |
| 3 | TO RATIFY THE APPOINTMENT OF DELOITTE | Management | For | For |
| & TOUCHE LLP AS INDEPENDENT AUDITOR. | | | |
| FIRST HORIZON NATIONAL CORPORATION | | |
| Security | 320517105 | Meeting Type | Annual |
| Ticker Symbol | FHN | Meeting Date | 02-May-2013 |
| ISIN | US3205171057 | Agenda | 933746503 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A | ELECTION OF DIRECTOR: ROBERT B. | Management | For | For |
| CARTER | | | |
| 1B | ELECTION OF DIRECTOR: JOHN C. | Management | For | For |
| COMPTON | | | |
| 1C | ELECTION OF DIRECTOR: MARK A. EMKES | Management | For | For |
| 1D | ELECTION OF DIRECTOR: CORYDON J. | Management | For | For |
| GILCHRIST | | | |
| 1E | ELECTION OF DIRECTOR: VICKY B. GREGG | Management | For | For |
| 1F | ELECTION OF DIRECTOR: D. BRYAN JORDAN | Management | For | For |
| 1G | ELECTION OF DIRECTOR: R. BRAD MARTIN | Management | For | For |
| 1H | ELECTION OF DIRECTOR: SCOTT M. | Management | For | For |
| NISWONGER | | | |
| 1I | ELECTION OF DIRECTOR: VICKI R. PALMER | Management | For | For |
| 1J | ELECTION OF DIRECTOR: COLIN V. REED | Management | For | For |
| 1K | ELECTION OF DIRECTOR: LUKE YANCY III | Management | For | For |
| 2 | APPROVAL OF AN ADVISORY RESOLUTION | Management | For | For |
| TO APPROVE EXECUTIVE COMPENSATION. | | | |
| 3 | RATIFICATION OF APPOINTMENT OF KPMG | Management | For | For |
| LLP AS AUDITORS. | | | |
Page 18 of 39
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2012 to 06/30/2013
| ECOLAB INC. | | |
| Security | 278865100 | Meeting Type | Annual |
| Ticker Symbol | ECL | Meeting Date | 02-May-2013 |
| ISIN | US2788651006 | Agenda | 933751693 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | Management |
| 1A. | ELECTION OF DIRECTOR: DOUGLAS M. | Management | For | For |
| BAKER, JR. | | | |
| 1B. | ELECTION OF DIRECTOR: BARBARA J. BECK | Management | For | For |
|
| 1C. | ELECTION OF DIRECTOR: LESLIE S. BILLER | Management | For | For |
|
| 1D. | ELECTION OF DIRECTOR: STEPHEN I. | Management | For | For |
| CHAZEN | | | |
| 1E. | ELECTION OF DIRECTOR: JERRY A. | Management | For | For |
| GRUNDHOFER | | | |
| 1F. | ELECTION OF DIRECTOR: ARTHUR J. | Management | For | For |
| HIGGINS | | | |
| 1G. | ELECTION OF DIRECTOR: JOEL W. JOHNSON | Management | For | For |
|
| 1H. | ELECTION OF DIRECTOR: MICHAEL LARSON | Management | For | For |
|
| 1I. | ELECTION OF DIRECTOR: JERRY W. LEVIN | Management | For | For |
|
| 1J. | ELECTION OF DIRECTOR: ROBERT L. | Management | For | For |
| LUMPKINS | | | |
| 1K. | ELECTION OF DIRECTOR: VICTORIA J. REICH | Management | For | For |
| 1L. | ELECTION OF DIRECTOR: MARY M. | Management | For | For |
| VANDEWEGHE | | | |
| 1M. | ELECTION OF DIRECTOR: JOHN J. ZILLMER | Management | For | For |
| 2. | RATIFY THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR THE CURRENT | | | |
| YEAR ENDING DECEMBER 31, 2013. | | | |
| 3. | APPROVE AMENDMENTS TO THE ECOLAB | Management | For | For |
| INC. 2010 STOCK INCENTIVE PLAN. | | | |
| 4. | ADVISORY VOTE TO APPROVE THE | Management | Against | Against |
| COMPENSATION OF EXECUTIVES | | | |
| DISCLOSED IN THE PROXY STATEMENT. | | | |
| 5. | STOCKHOLDER PROPOSAL REQUESTING | Shareholder | Against | For |
| EXECUTIVES TO RETAIN SIGNIFICANT | | | |
| STOCK. | | | |
| 6. | STOCKHOLDER PROPOSAL REGARDING | Shareholder | For | Against |
| CONGRUENCY BETWEEN CORPORATE | | | |
| VALUES AND POLITICAL CONTRIBUTIONS. | | | |
| SPX CORPORATION | | |
| Security | 784635104 | Meeting Type | Annual |
| Ticker Symbol | SPW | Meeting Date | 02-May-2013 |
| ISIN | US7846351044 | Agenda | 933755906 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | Management |
| 1A. | ELECTION OF DIRECTOR: TERRY S. LISENBY | Management | For | For |
|
| 1B. | ELECTION OF DIRECTOR: DAVID V. SINGER | Management | For | For |
|
| 2. | TO APPROVE, BY NON-BINDING VOTE, SPX'S | Management | For | For |
| EXECUTIVE COMPENSATION PRACTICES. | | | |
| 3. | TO AMEND AND RESTATE OUR CERTIFICATE | Management | For | For |
| OF INCORPORATION TO DECLASSIFY OUR | | | |
| BOARD OF DIRECTORS. | | | |
| 4. | TO RATIFY THE APPOINTMENT OF DELOITTE | Management | For | For |
| & TOUCHE LLP AS OUR INDEPENDENT | | | |
| PUBLIC ACCOUNTANTS FOR 2013. | | | |
Page 19 of 39
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2012 to 06/30/2013
| OASIS PETROLEUM INC | | |
| Security | 674215108 | Meeting Type | Annual |
| Ticker Symbol | OAS | Meeting Date | 03-May-2013 |
| ISIN | US6742151086 | Agenda | 933749167 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | MICHAEL MCSHANE | | For | For |
| 2 | THOMAS B. NUSZ | | For | For |
| 2. | TO RATIFY THE SELECTION OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS THE | | | |
| COMPANY'S INDEPENDENT REGISTERED | | | |
| PUBLIC ACCOUNTANTS FOR 2013. | | | |
| 3. | TO APPROVE, ON AN ADVISORY BASIS, THE | Management | For | For |
| COMPENSATION OF OUR EXECUTIVE | | | |
| OFFICERS AS DESCRIBED IN THE | | | |
| "EXECUTIVE COMPENSATION AND OTHER | | | |
| INFORMATION -- COMPENSATION | | | |
| DISCUSSION AND ANALYSIS" (CD&A) | | | |
| SECTION OF THE ACCOMPANYING PROXY | | | |
| STATEMENT, AS DISCLOSED PURSUANT TO | | | |
| THE COMPENSATION DISCLOSURE RULES | | | |
| OF SECURITIES AND EXCHANGE | | | |
| COMMISSION ("SEC"), INCLUDING THE | | | |
| COMPENSATION TABLES. | | | |
| LKQ CORPORATION | | |
| Security | 501889208 | Meeting Type | Annual |
| Ticker Symbol | LKQ | Meeting Date | 06-May-2013 |
| ISIN | US5018892084 | Agenda | 933752621 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | A. CLINTON ALLEN | | For | For |
| 2 | KEVIN F. FLYNN | | For | For |
| 3 | RONALD G. FOSTER | | For | For |
| 4 | JOSEPH M. HOLSTEN | | For | For |
| 5 | BLYTHE J. MCGARVIE | | For | For |
| 6 | PAUL M. MEISTER | | For | For |
| 7 | JOHN F. O'BRIEN | | For | For |
| 8 | GUHAN SUBRAMANIAN | | For | For |
| 9 | ROBERT L. WAGMAN | | For | For |
| 10 | WILLIAM M. WEBSTER, IV | | For | For |
| 2. | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| DELOITTE & TOUCHE LLP AS THE | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM OF LKQ CORPORATION | | | |
| FOR THE FISCAL YEAR ENDING DECEMBER | | | |
| 31, 2013. | | | |
| 3. | APPROVAL OF THE MATERIAL TERMS OF | Management | For | For |
| THE PERFORMANCE GOALS UNDER THE | | | |
| LKQ CORPORATION 1998 EQUITY INCENTIVE | | | |
| PLAN TO PERMIT CERTAIN PAYMENTS | | | |
| UNDER THE PLAN TO QUALIFY AS TAX- | | | |
| DEDUCTIBLE PERFORMANCE BASED | | | |
| COMPENSATION, AS DESCRIBED IN THE | | | |
| PROXY STATEMENT FOR THE ANNUAL | | | |
| MEETING. | | | |
| 4. | APPROVAL OF AN AMENDMENT TO THE LKQ | Management | Against | Against |
| CORPORATION CERTIFICATE OF | | | |
| INCORPORATION TO INCREASE THE | | | |
| NUMBER OF AUTHORIZED SHARES OF | | | |
| COMMON STOCK FROM 500,000,000 TO | | | |
| 1,000,000,000, AS DESCRIBED IN THE PROXY | | | |
| STATEMENT FOR THE ANNUAL MEETING. | | | |
| 5. | APPROVAL, ON AN ADVISORY BASIS, OF | Management | For | For |
| THE COMPENSATION OF THE NAMED | | | |
| EXECUTIVE OFFICERS OF LKQ | | | |
| CORPORATION. | | | |
Page 20 of 39
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2012 to 06/30/2013
| ALTERA CORPORATION | | |
| Security | 021441100 | Meeting Type | Annual |
| Ticker Symbol | ALTR | Meeting Date | 06-May-2013 |
| ISIN | US0214411003 | Agenda | 933758700 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | Management |
| 1A. | ELECTION OF DIRECTOR: JOHN P. DAANE | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: T. MICHAEL | Management | For | For |
| NEVENS | | | |
| 1C. | ELECTION OF DIRECTOR: A. BLAINE | Management | For | For |
| BOWMAN | | | |
| 1D. | ELECTION OF DIRECTOR: ELISHA W. FINNEY | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: KEVIN MCGARITY | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: SHANE V. | Management | For | For |
| ROBISON | | | |
| 1G. | ELECTION OF DIRECTOR: JOHN | Management | For | For |
| SHOEMAKER | | | |
| 1H. | ELECTION OF DIRECTOR: THOMAS H. | Management | For | For |
| WAECHTER | | | |
| 2. | TO APPROVE AN AMENDMENT TO THE 2005 | Management | Against | Against |
| EQUITY INCENTIVE PLAN TO INCREASE BY | | | |
| 3,000,000 THE NUMBER OF SHARES OF | | | |
| COMMON STOCK RESERVED FOR ISSUANCE | | | |
| UNDER THE PLAN. | | | |
| 3. | TO APPROVE AN AMENDMENT TO THE 2005 | Management | Against | Against |
| EQUITY INCENTIVE PLAN REGARDING NON- | | | |
| EMPLOYEE DIRECTOR EQUITY AWARDS. | | | |
| 4. | TO APPROVE AN AMENDMENT TO THE 1987 | Management | Against | Against |
| EMPLOYEE STOCK PURCHASE PLAN TO | | | |
| INCREASE BY 1,000,000 THE NUMBER OF | | | |
| SHARES OF COMMON STOCK RESERVED | | | |
| FOR ISSUANCE UNDER THE PLAN. | | | |
| 5. | TO APPROVE, ON AN ADVISORY BASIS, | Management | For | For |
| NAMED EXECUTIVE OFFICER | | | |
| COMPENSATION. | | | |
| 6. | TO RATIFY THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS OUR | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR THE FISCAL YEAR | | | |
| ENDING DECEMBER 31, 2013. | | | |
| ZIMMER HOLDINGS, INC. | | |
| Security | 98956P102 | Meeting Type | Annual |
| Ticker Symbol | ZMH | Meeting Date | 07-May-2013 |
| ISIN | US98956P1021 | Agenda | 933751679 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | Management |
| 1A. | ELECTION OF DIRECTOR: CHRISTOPHER B. | Management | For | For |
| BEGLEY | | | |
| 1B. | ELECTION OF DIRECTOR: BETSY J. | Management | For | For |
| BERNARD | | | |
| 1C. | ELECTION OF DIRECTOR: GAIL K. | Management | For | For |
| BOUDREAUX | | | |
| 1D. | ELECTION OF DIRECTOR: DAVID C. DVORAK | Management | For | For |
|
| 1E. | ELECTION OF DIRECTOR: LARRY C. | Management | For | For |
| GLASSCOCK | | | |
| 1F. | ELECTION OF DIRECTOR: ROBERT A. | Management | For | For |
| HAGEMANN | | | |
| 1G. | ELECTION OF DIRECTOR: ARTHUR J. | Management | For | For |
| HIGGINS | | | |
| 1H. | ELECTION OF DIRECTOR: JOHN L. | Management | For | For |
| MCGOLDRICK | | | |
| 1I. | ELECTION OF DIRECTOR: CECIL B. PICKETT, | Management | For | For |
| PH.D. | | | |
| 2. | ADVISORY VOTE TO APPROVE NAMED | Management | For | For |
| EXECUTIVE OFFICER COMPENSATION | | | |
| 3. | RATIFICATION OF APPOINTMENT OF | Management | For | For |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR 2013 | | | |
| 4. | APPROVE THE AMENDED ZIMMER | Management | For | For |
| HOLDINGS, INC. EXECUTIVE PERFORMANCE | | | |
| INCENTIVE PLAN | | | |
| 5. | APPROVE THE AMENDED ZIMMER | Management | Against | Against |
| HOLDINGS, INC. 2009 STOCK INCENTIVE | | | |
| PLAN | | | |
Page 21 of 39
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2012 to 06/30/2013
| DRESSER-RAND GROUP INC. | | |
| Security | 261608103 | Meeting Type | Annual |
| Ticker Symbol | DRC | Meeting Date | 07-May-2013 |
| ISIN | US2616081038 | Agenda | 933753522 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | Management |
| 1A. | ELECTION OF DIRECTOR: WILLIAM E. | Management | Against | Against |
| MACAULAY | | | |
| 1B. | ELECTION OF DIRECTOR: VINCENT R. | Management | Against | Against |
| VOLPE JR. | | | |
| 1C. | ELECTION OF DIRECTOR: RITA V. FOLEY | Management | Against | Against |
| 1D. | ELECTION OF DIRECTOR: LOUIS A. RASPINO | Management | Against | Against |
| 1E. | ELECTION OF DIRECTOR: PHILIP R. ROTH | Management | Against | Against |
| 1F. | ELECTION OF DIRECTOR: STEPHEN A. | Management | Against | Against |
| SNIDER | | | |
| 1G. | ELECTION OF DIRECTOR: MICHAEL L. | Management | Against | Against |
| UNDERWOOD | | | |
| 1H. | ELECTION OF DIRECTOR: JOSEPH C. | Management | Against | Against |
| WINKLER III | | | |
| 2. | RATIFY THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTANTS FOR THE FISCAL YEAR | | | |
| ENDING DECEMBER 31, 2013. | | | |
| 3. | ADOPT AN ADVISORY RESOLUTION TO | Management | For | For |
| APPROVE EXECUTIVE COMPENSATION. | | | |
| 4. | APPROVE THE COMPANY'S PERFORMANCE | Management | For | For |
| GOALS UNDER THE 2008 STOCK INCENTIVE | | | |
| PLAN. | | | |
| FOREST OIL CORPORATION | | |
| Security | 346091705 | Meeting Type | Annual |
| Ticker Symbol | FST | Meeting Date | 07-May-2013 |
| ISIN | US3460917053 | Agenda | 933756592 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | LOREN K. CARROLL | | For | For |
| 2 | RICHARD J. CARTY | | For | For |
| 3 | RAYMOND I. WILCOX | | For | For |
| 2. | APPROVAL, ON AN ADVISORY BASIS, OF | Management | For | For |
| THE COMPENSATION OF FOREST'S NAMED | | | |
| EXECUTIVE OFFICERS. | | | |
| 3. | APPROVAL OF AN ADDITIONAL 750,000 | Management | For | For |
| SHARES FOR ISSUANCE UNDER THE | | | |
| FOREST OIL CORPORATION 1999 EMPLOYEE | | | |
| STOCK PURCHASE PLAN. | | | |
| 4. | APPROVAL OF AN AMENDMENT TO | Management | Against | Against |
| INCREASE THE ANNUAL INDIVIDUAL AWARD | | | |
| LIMITS UNDER THE FOREST OIL | | | |
| CORPORATION 2007 STOCK INCENTIVE | | | |
| PLAN, OR THE 2007 PLAN. | | | |
| 5. | APPROVAL OF AN AMENDMENT TO THE 2007 | Management | Against | Against |
| PLAN TO MAKE AN ADDITIONAL 800,000 | | | |
| SHARES AVAILABLE FOR ISSUANCE UNDER | | | |
| THE 2007 PLAN. | | | |
| 6. | APPROVAL OF AN AMENDMENT TO THE | Management | For | For |
| DEFINITION OF "CORPORATE CHANGE" | | | |
| UNDER THE 2007 PLAN. | | | |
| 7. | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| ERNST & YOUNG LLP AS FOREST'S | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR THE YEAR ENDING | | | |
| DECEMBER 31, 2013. | | | |
Page 22 of 39
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2012 to 06/30/2013
| MASCO CORPORATION | | |
| Security | 574599106 | Meeting Type | Annual |
| Ticker Symbol | MAS | Meeting Date | 07-May-2013 |
| ISIN | US5745991068 | Agenda | 933777104 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | Management |
| 1A. | ELECTION OF DIRECTOR: DENNIS W. | Management | For | For |
| ARCHER | | | |
| 1B. | ELECTION OF DIRECTOR: DONALD R. | Management | For | For |
| PARFET | | | |
| 1C. | ELECTION OF DIRECTOR: LISA A. PAYNE | Management | For | For |
| 2. | TO APPROVE, BY NON-BINDING ADVISORY | Management | For | For |
| VOTE, THE COMPENSATION PAID TO THE | | | |
| COMPANY'S NAMED EXECUTIVE OFFICERS, | | | |
| AS DISCLOSED PURSUANT TO THE | | | |
| COMPENSATION DISCLOSURE RULES OF | | | |
| THE SEC, INCLUDING THE COMPENSATION | | | |
| DISCUSSION AND ANALYSIS, THE | | | |
| COMPENSATION TABLES AND THE RELATED | | | |
| MATERIALS DISCLOSED IN THE PROXY | | | |
| STATEMENT. | | | |
| 3. | TO RATIFY THE SELECTION OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP, AS | | | |
| INDEPENDENT AUDITORS FOR THE | | | |
| COMPANY FOR 2013. | | | |
| 4. | TO AMEND THE COMPANY'S CERTIFICATE | Management | For | For |
| OF INCORPORATION AND BYLAWS TO | | | |
| DECLASSIFY THE BOARD OF DIRECTORS. | | | |
| 5. | TO APPROVE THE PERFORMANCE METRICS | Management | For | For |
| FOR PERFORMANCE-BASED | | | |
| COMPENSATION INTENDED TO QUALIFY | | | |
| UNDER INTERNAL REVENUE CODE SECTION | | | |
| 162(M). | | | |
| MURPHY OIL CORPORATION | | |
| Security | 626717102 | Meeting Type | Annual |
| Ticker Symbol | MUR | Meeting Date | 08-May-2013 |
| ISIN | US6267171022 | Agenda | 933755639 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | Management |
| 1A | ELECTION OF DIRECTOR: F.W. BLUE | Management | For | For |
| 1B | ELECTION OF DIRECTOR: S.A. COSSE | Management | For | For |
| 1C | ELECTION OF DIRECTOR: C.P. DEMING | Management | For | For |
| 1D | ELECTION OF DIRECTOR: R.A. HERMES | Management | For | For |
| 1E | ELECTION OF DIRECTOR: J.V. KELLEY | Management | For | For |
| 1F | ELECTION OF DIRECTOR: W. MIROSH | Management | For | For |
| 1G | ELECTION OF DIRECTOR: R.M. MURPHY | Management | For | For |
| 1H | ELECTION OF DIRECTOR: J.W. NOLAN | Management | For | For |
| 1I | ELECTION OF DIRECTOR: N.E. SCHMALE | Management | For | For |
| 1J | ELECTION OF DIRECTOR: D.J.H. SMITH | Management | For | For |
| 1K | ELECTION OF DIRECTOR: C.G. THEUS | Management | For | For |
| 2 | ADVISORY VOTE ON EXECUTIVE | Management | For | For |
| COMPENSATION. | | | |
| 3 | APPROVE THE PROPOSED 2013 STOCK | Management | For | For |
| PLAN FOR NON-EMPLOYEE DIRECTORS. | | | |
| 4 | APPROVE THE APPOINTMENT OF KPMG LLP | Management | For | For |
| AS INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM. | | | |
| ALLISON TRANSMISSION HOLDINGS, INC. | | |
| Security | 01973R101 | Meeting Type | Annual |
| Ticker Symbol | ALSN | Meeting Date | 08-May-2013 |
| ISIN | US01973R1014 | Agenda | 933759409 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | DAVID F. DENISON | | For | For |
| 2 | GREGORY S. LEDFORD | | For | For |
| 3 | SETH M. MERSKY | | For | For |
| 2. | ADVISORY VOTE ON THE COMPENSATION | Management | For | For |
| PAID TO OUR NAMED EXECUTIVE OFFICERS | | | |
| 3. | ADVISORY VOTE ON THE FREQUENCY OF | Management | 1 Year | Against |
| FUTURE ADVISORY VOTES ON THE | | | |
| COMPENSATION PAID TO OUR NAMED | | | |
| EXECUTIVE OFFICERS | | | |
| 4. | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS OUR | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR 2013 | | | |
Page 23 of 39
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2012 to 06/30/2013
| DIAMONDROCK HOSPITALITY CO | | |
| Security | 252784301 | Meeting Type | Annual |
| Ticker Symbol | DRH | Meeting Date | 08-May-2013 |
| ISIN | US2527843013 | Agenda | 933765440 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | WILLIAM W. MCCARTEN | | For | For |
| 2 | DANIEL J. ALTOBELLO | | For | For |
| 3 | W. ROBERT GRAFTON | | For | For |
| 4 | MAUREEN L. MCAVEY | | For | For |
| 5 | GILBERT T. RAY | | For | For |
| 6 | BRUCE D. WARDINSKI | | For | For |
| 7 | MARK W. BRUGGER | | For | For |
| 2. | TO APPROVE, ON A NON-BINDING, | Management | For | For |
| ADVISORY BASIS, THE COMPENSATION OF | | | |
| THE NAMED EXECUTIVE OFFICERS, AS | | | |
| DISCLOSED IN THE PROXY STATEMENT. | | | |
| 3. | TO RATIFY THE APPOINTMENT OF KPMG LLP | Management | For | For |
| AS THE INDEPENDENT AUDITORS FOR | | | |
| DIAMONDROCK HOSPITALITY COMPANY | | | |
| FOR THE FISCAL YEAR ENDING DECEMBER | | | |
| 31, 2013. | | | | |
| USG CORPORATION | | |
| Security | 903293405 | Meeting Type | Annual |
| Ticker Symbol | USG | Meeting Date | 08-May-2013 |
| ISIN | US9032934054 | Agenda | 933777659 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | BRIAN A. KENNEY | | For | For |
| 2 | STEVEN F. LEER | | For | For |
| 2. | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| DELOITTE & TOUCHE LLP AS INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTANTS FOR | | | |
| THE YEAR ENDING DECEMBER 31, 2013. | | | |
| 3. | APPROVAL OF AN AMENDMENT TO OUR | Management | For | For |
| RESTATED CERTIFICATE OF | | | |
| INCORPORATION TO RESTRICT CERTAIN | | | |
| TRANSFERS OF OUR COMMON STOCK. | | | |
| 4. | RATIFICATION, BY ADVISORY VOTE, OF AN | Management | For | For |
| AMENDMENT TO OUR RIGHTS AGREEMENT | | | |
| TO RESTRICT CERTAIN TRANSFERS OF OUR | | | |
| COMMON STOCK. | | | |
| HANGER, INC. | | |
| Security | 41043F208 | Meeting Type | Annual |
| Ticker Symbol | HGR | Meeting Date | 09-May-2013 |
| ISIN | US41043F2083 | Agenda | 933782395 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | VINIT K. ASAR | | For | For |
| 2 | THOMAS P. COOPER, M.D. | | For | For |
| 3 | CYNTHIA L. FELDMANN | | For | For |
| 4 | ERIC A. GREEN | | For | For |
| 5 | STEPHEN E. HARE | | For | For |
| 6 | ISAAC KAUFMAN | | For | For |
| 7 | THOMAS F. KIRK | | For | For |
| 8 | PATRICIA B. SHRADER | | For | For |
| 2. | ADVISORY APPROVAL OF THE | Management | For | For |
| COMPENSATION OF OUR NAMED | | | |
| EXECUTIVE OFFICERS. | | | |
| 3. | TO RATIFY THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS OUR | | | |
| INDEPENDENT AUDITOR FOR 2013. | | | |
Page 24 of 39
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2012 to 06/30/2013
| BILL BARRETT CORPORATION | | |
| Security | 06846N104 | Meeting Type | Annual |
| Ticker Symbol | BBG | Meeting Date | 10-May-2013 |
| ISIN | US06846N1046 | Agenda | 933760818 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | CARIN M. BARTH | | For | For |
| 2 | KEVIN O. MEYERS | | For | For |
| 3 | EDMUND P. SEGNER, III | | For | For |
| 2. | PROPOSAL TO APPROVE AN ADVISORY | Management | For | For |
| RESOLUTION REGARDING EXECUTIVE | | | |
| COMPENSATION ("SAY-ON-PAY"). | | | |
| 3. | PROPOSAL TO RATIFY THE APPOINTMENT | Management | For | For |
| OF DELOITTE & TOUCHE LLP AS OUR | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR 2013. | | | |
| NORDSTROM, INC. | | |
| Security | 655664100 | Meeting Type | Annual |
| Ticker Symbol | JWN | Meeting Date | 14-May-2013 |
| ISIN | US6556641008 | Agenda | 933764955 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | Management |
| 1A. | ELECTION OF DIRECTOR: PHYLLIS J. | Management | For | For |
| CAMPBELL | | | |
| 1B. | ELECTION OF DIRECTOR: MICHELLE M. | Management | For | For |
| EBANKS | | | |
| 1C. | ELECTION OF DIRECTOR: ENRIQUE | Management | For | For |
| HERNANDEZ, JR. | | | |
| 1D. | ELECTION OF DIRECTOR: ROBERT G. | Management | For | For |
| MILLER | | | |
| 1E. | ELECTION OF DIRECTOR: BLAKE W. | Management | For | For |
| NORDSTROM | | | |
| 1F. | ELECTION OF DIRECTOR: ERIK B. | Management | For | For |
| NORDSTROM | | | |
| 1G. | ELECTION OF DIRECTOR: PETER E. | Management | For | For |
| NORDSTROM | | | |
| 1H. | ELECTION OF DIRECTOR: PHILIP G. SATRE | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: B. KEVIN TURNER | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: ROBERT D. | Management | For | For |
| WALTER | | | |
| 1K. | ELECTION OF DIRECTOR: ALISON A. WINTER | Management | For | For |
| 2. | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM. | | | |
| 3. | ADVISORY VOTE TO APPROVE EXECUTIVE | Management | For | For |
| COMPENSATION. | | | |
| 4. | APPROVAL OF AN AMENDMENT TO THE | Management | Against | Against |
| NORDSTROM, INC. 2010 EQUITY INCENTIVE | | | |
| PLAN. | | | |
Page 25 of 39
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2012 to 06/30/2013
| BROADCOM CORPORATION | | |
| Security | 111320107 | Meeting Type | Annual |
| Ticker Symbol | BRCM | Meeting Date | 14-May-2013 |
| ISIN | US1113201073 | Agenda | 933766593 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | R.J. FINOCCHIO, JR. | | For | For |
| 2 | NANCY H. HANDEL | | For | For |
| 3 | EDDY W. HARTENSTEIN | | For | For |
| 4 | MARIA M. KLAWE, PH.D. | | For | For |
| 5 | JOHN E. MAJOR | | For | For |
| 6 | SCOTT A. MCGREGOR | | For | For |
| 7 | WILLIAM T. MORROW | | For | For |
| 8 | HENRY SAMUELI, PH.D. | | For | For |
| 9 | ROBERT E. SWITZ | | For | For |
| 2. | TO RATIFY THE APPOINTMENT OF KPMG LLP | Management | For | For |
| AS THE COMPANY'S INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM | | | |
| FOR THE YEAR ENDING DECEMBER 31, 2013. | | | |
| CIT GROUP INC. | | |
| Security | 125581801 | Meeting Type | Annual |
| Ticker Symbol | CIT | Meeting Date | 14-May-2013 |
| ISIN | US1255818015 | Agenda | 933766670 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | Management |
| 1A. | ELECTION OF DIRECTOR: JOHN A. THAIN | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: MICHAEL J. | Management | For | For |
| EMBLER | | | |
| 1C. | ELECTION OF DIRECTOR: WILLIAM M. | Management | For | For |
| FREEMAN | | | |
| 1D. | ELECTION OF DIRECTOR: DAVID M. | Management | For | For |
| MOFFETT | | | |
| 1E. | ELECTION OF DIRECTOR: R. BRAD OATES | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: MARIANNE MILLER | Management | For | For |
| PARRS | | | |
| 1G. | ELECTION OF DIRECTOR: GERALD | Management | For | For |
| ROSENFELD | | | |
| 1H. | ELECTION OF DIRECTOR: JOHN R. RYAN | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: SEYMOUR | Management | For | For |
| STERNBERG | | | |
| 1J. | ELECTION OF DIRECTOR: PETER J. TOBIN | Management | For | For |
| 1K. | ELECTION OF DIRECTOR: LAURA S. UNGER | Management | For | For |
| 2. | TO RATIFY THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS CIT'S | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM AND EXTERNAL | | | |
| AUDITORS FOR 2013. | | | |
| 3. | ADVISORY VOTE TO APPROVE NAMED | Management | For | For |
| EXECUTIVE OFFICER COMPENSATION. | | | |
Page 26 of 39
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2012 to 06/30/2013
| HENRY SCHEIN, INC. | | |
| Security | 806407102 | Meeting Type | Annual |
| Ticker Symbol | HSIC | Meeting Date | 14-May-2013 |
| ISIN | US8064071025 | Agenda | 933771227 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | STANLEY M. BERGMAN | | For | For |
| 2 | GERALD A. BENJAMIN | | For | For |
| 3 | JAMES P. BRESLAWSKI | | For | For |
| 4 | MARK E. MLOTEK | | For | For |
| 5 | STEVEN PALADINO | | For | For |
| 6 | BARRY J. ALPERIN | | For | For |
| 7 | PAUL BRONS | | For | For |
| 8 | DONALD J. KABAT | | For | For |
| 9 | PHILIP A. LASKAWY | | For | For |
| 10 | KARYN MASHIMA | | For | For |
| 11 | NORMAN S. MATTHEWS | | For | For |
| 12 | CAROL RAPHAEL | | For | For |
| 13 | BRADLEY T. SHEARES, PHD | | For | For |
| 14 | LOUIS W. SULLIVAN, MD | | For | For |
| 2. | PROPOSAL TO AMEND THE COMPANY'S | Management | For | For |
| SECTION 162(M) CASH BONUS PLAN TO | | | |
| EXTEND THE TERM OF THE PLAN TO | | | |
| DECEMBER 31, 2017 AND TO RE-APPROVE | | | |
| THE PERFORMANCE GOALS THEREUNDER. | | | |
| 3. | PROPOSAL TO AMEND AND RESTATE THE | Management | Against | Against |
| COMPANY'S AMENDED AND RESTATED 1994 | | | |
| STOCK INCENTIVE PLAN TO, AMONG OTHER | | | |
| THINGS, INCREASE THE AGGREGATE | | | |
| SHARE RESERVE AND EXTEND THE TERM | | | |
| OF THE PLAN TO MAY 14, 2023. | | | |
| 4. | PROPOSAL TO APPROVE, BY NON-BINDING | Management | For | For |
| VOTE, THE 2012 COMPENSATION PAID TO | | | |
| THE COMPANY'S NAMED EXECUTIVE | | | |
| OFFICERS. | | | |
| 5. | PROPOSAL TO RATIFY THE SELECTION OF | Management | For | For |
| BDO USA, LLP AS THE COMPANY'S | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR THE FISCAL YEAR | | | |
| ENDING DECEMBER 28, 2013. | | | |
| INGREDION INC | | |
| Security | 457187102 | Meeting Type | Annual |
| Ticker Symbol | INGR | Meeting Date | 15-May-2013 |
| ISIN | US4571871023 | Agenda | 933769068 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | Management |
| 1A. | ELECTION OF DIRECTOR: RICHARD J. | Management | Against | Against |
| ALMEIDA | | | |
| 1B. | ELECTION OF DIRECTOR: LUIS ARANGUREN- | Management | Against | Against |
| TRELLEZ | | | |
| 1C. | ELECTION OF DIRECTOR: DAVID B. FISCHER | Management | Against | Against |
| 1D. | ELECTION OF DIRECTOR: ILENE S. GORDON | Management | Against | Against |
| 1E. | ELECTION OF DIRECTOR: PAUL HANRAHAN | Management | Against | Against |
| 1F. | ELECTION OF DIRECTOR: WAYNE M. | Management | Against | Against |
| HEWETT | | | |
| 1G. | ELECTION OF DIRECTOR: GREGORY B. | Management | Against | Against |
| KENNY | | | |
| 1H. | ELECTION OF DIRECTOR: BARBARA A. KLEIN | Management | Against | Against |
| 1I. | ELECTION OF DIRECTOR: JAMES M. | Management | Against | Against |
| RINGLER | | | |
| 1J. | ELECTION OF DIRECTOR: DWAYNE A. | Management | Against | Against |
| WILSON | | | |
| 2. | TO APPROVE, BY ADVISORY VOTE, THE | Management | For | For |
| COMPENSATION OF THE COMPANY'S | | | |
| NAMED EXECUTIVE OFFICERS. | | | |
| 3. | TO RATIFY THE APPOINTMENT OF KPMG LLP | Management | For | For |
| AS THE INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM OF THE COMPANY AND | | | |
| ITS SUBSIDIARIES, IN RESPECT OF THE | | | |
| COMPANY'S OPERATIONS IN 2013. | | | |
Page 27 of 39
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2012 to 06/30/2013
| QUICKSILVER RESOURCES INC. | | |
| Security | 74837R104 | Meeting Type | Annual |
| Ticker Symbol | KWK | Meeting Date | 15-May-2013 |
| ISIN | US74837R1041 | Agenda | 933772584 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1 | DIRECTOR | | Management | | |
| 1 | ANNE DARDEN SELF | | For | For |
| 2 | MICHAEL Y. MCGOVERN | | For | For |
| 3 | STEVEN M. MORRIS | | For | For |
| 2 | ADVISORY VOTE TO APPROVE EXECUTIVE | Management | Against | Against |
| COMPENSATION. | | | |
| 3 | APPROVE AN AMENDMENT TO | Management | Against | Against |
| QUICKSILVER'S SIXTH AMENDED AND | | | |
| RESTATED 2006 EQUITY PLAN TO INCREASE | | | |
| SHARES AVAILABLE FOR GRANT. | | | |
| 4 | APPROVE PERFORMANCE GOALS AND | Management | Against | Against |
| AWARD LIMITS UNDER QUICKSILVER'S | | | |
| SIXTH AMENDED AND RESTATED 2006 | | | |
| EQUITY PLAN AS PROPOSED TO BE | | | |
| AMENDED. | | | | |
| LONE PINE RESOURCES INC. | | |
| Security | 54222A106 | Meeting Type | Annual |
| Ticker Symbol | LPR | Meeting Date | 15-May-2013 |
| ISIN | US54222A1060 | Agenda | 933782422 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | Management |
| 1A | ELECTION OF DIRECTOR: PATRICK R. | Management | For | For |
| MCDONALD | | | |
| 1B | ELECTION OF DIRECTOR: ROB WONNACOTT | Management | For | For |
| 02 | PROPOSED AMENDMENT TO LONE PINE | Management | For | For |
| RESOURCES INC.'S CERTIFICATE OF | | | |
| INCORPORATION TO ELIMINATE THE | | | |
| CLASSIFIED STRUCTURE OF THE BOARD OF | | | |
| DIRECTORS OVER A PERIOD OF TWO | | | |
| YEARS. | | | |
| 03 | ADVISORY VOTE TO APPROVE NAMED | Management | For | For |
| EXECUTIVE OFFICER COMPENSATION. | | | |
| 04 | RATIFICATION OF THE APPOINTMENT BY | Management | For | For |
| THE AUDIT AND RESERVES COMMITTEE OF | | | |
| ERNST & YOUNG LLP AS THE INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM OF | | | |
| LONE PINE RESOURCES INC. FOR THE YEAR | | | |
| ENDING DECEMBER 31, 2013. | | | |
| KOHL'S CORPORATION | | |
| Security | 500255104 | Meeting Type | Annual |
| Ticker Symbol | KSS | Meeting Date | 16-May-2013 |
| ISIN | US5002551043 | Agenda | 933759043 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | Management |
| 1A. | ELECTION OF DIRECTOR: PETER | Management | For | For |
| BONEPARTH | | | |
| 1B. | ELECTION OF DIRECTOR: STEVEN A. BURD | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: DALE E. JONES | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: KEVIN MANSELL | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: JOHN E. | Management | For | For |
| SCHLIFSKE | | | |
| 1F. | ELECTION OF DIRECTOR: FRANK V. SICA | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: PETER M. | Management | For | For |
| SOMMERHAUSER | | | |
| 1H. | ELECTION OF DIRECTOR: STEPHANIE A. | Management | For | For |
| STREETER | | | |
| 1I. | ELECTION OF DIRECTOR: NINA G. VACA | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: STEPHEN E. | Management | For | For |
| WATSON | | | |
| 2. | RATIFY APPOINTMENT OF ERNST & YOUNG | Management | For | For |
| LLP AS INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM. | | | |
| 3. | ADVISORY VOTE ON APPROVAL OF NAMED | Management | For | For |
| EXECUTIVE OFFICER COMPENSATION. | | | |
| 4. | SHAREHOLDER PROPOSAL: POLICY ON | Shareholder | Against | For |
| ANIMAL CRUELTY RELATED TO THE SALE | | | |
| OF PRODUCTS CONTAINING ANIMAL FUR. | | | |
| 5. | SHAREHOLDER PROPOSAL: INDEPENDENT | Shareholder | Against | For |
| BOARD CHAIRMAN. | | | |
Page 28 of 39
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2012 to 06/30/2013
| REGIONS FINANCIAL CORPORATION | | |
| Security | 7591EP100 | Meeting Type | Annual |
| Ticker Symbol | RF | Meeting Date | 16-May-2013 |
| ISIN | US7591EP1005 | Agenda | 933767076 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | Management |
| 1A. | ELECTION OF DIRECTOR: GEORGE W. | Management | Against | Against |
| BRYAN | | | |
| 1B. | ELECTION OF DIRECTOR: CAROLYN H. BYRD | Management | Against | Against |
| 1C. | ELECTION OF DIRECTOR: DAVID J. COOPER, | Management | Against | Against |
| SR. | | | |
| 1D. | ELECTION OF DIRECTOR: DON DEFOSSET | Management | Against | Against |
| 1E. | ELECTION OF DIRECTOR: ERIC C. FAST | Management | Against | Against |
| 1F. | ELECTION OF DIRECTOR: O.B. GRAYSON | Management | Against | Against |
| HALL, JR. | | | |
| 1G. | ELECTION OF DIRECTOR: JOHN D. JOHNS | Management | Against | Against |
| 1H. | ELECTION OF DIRECTOR: CHARLES D. | Management | Against | Against |
| MCCRARY | | | |
| 1I. | ELECTION OF DIRECTOR: JAMES R. MALONE | Management | Against | Against |
| 1J. | ELECTION OF DIRECTOR: RUTH ANN | Management | Against | Against |
| MARSHALL | | | |
| 1K. | ELECTION OF DIRECTOR: SUSAN W. | Management | Against | Against |
| MATLOCK | | | |
| 1L. | ELECTION OF DIRECTOR: JOHN E. MAUPIN, | Management | Against | Against |
| JR. | | | |
| 1M. | ELECTION OF DIRECTOR: JOHN R. ROBERTS | Management | Against | Against |
| 1N. | ELECTION OF DIRECTOR: LEE J. | Management | Against | Against |
| STYSLINGER III | | | |
| 2. | NONBINDING STOCKHOLDER APPROVAL OF | Management | For | For |
| EXECUTIVE COMPENSATION. | | | |
| 3. | APPROVAL OF THE REGIONS FINANCIAL | Management | For | For |
| CORPORATION EXECUTIVE INCENTIVE | | | |
| PLAN. | | | |
| 4. | RATIFICATION OF SELECTION OF | Management | For | For |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM. | | | |
| 5. | STOCKHOLDER PROPOSAL REGARDING | Shareholder | For | Against |
| POSTING A REPORT, UPDATED SEMI- | | | |
| ANNUALLY, OF POLITICAL CONTRIBUTIONS. | | | |
| HOST HOTELS & RESORTS, INC. | | |
| Security | 44107P104 | Meeting Type | Annual |
| Ticker Symbol | HST | Meeting Date | 16-May-2013 |
| ISIN | US44107P1049 | Agenda | 933789387 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | Management |
| 1A. | ELECTION OF DIRECTOR: SHEILA C. BAIR | Management | For | For |
|
| 1B. | ELECTION OF DIRECTOR: ROBERT M. | Management | For | For |
| BAYLIS | | | |
| 1C. | ELECTION OF DIRECTOR: TERENCE C. | Management | For | For |
| GOLDEN | | | |
| 1D. | ELECTION OF DIRECTOR: ANN M. | Management | For | For |
| KOROLOGOS | | | |
| 1E. | ELECTION OF DIRECTOR: RICHARD E. | Management | For | For |
| MARRIOTT | | | |
| 1F. | ELECTION OF DIRECTOR: JOHN B. MORSE, | Management | For | For |
| JR. | | | |
| 1G. | ELECTION OF DIRECTOR: WALTER C. | Management | For | For |
| RAKOWICH | | | |
| 1H. | ELECTION OF DIRECTOR: GORDON H. SMITH | Management | For | For |
|
| 1I. | ELECTION OF DIRECTOR: W. EDWARD | Management | For | For |
| WALTER | | | |
| 2. | RATIFY APPOINTMENT OF KPMG LLP AS | Management | For | For |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTANTS FOR 2013. | | | |
| 3. | ADVISORY RESOLUTION TO APPROVE | Management | For | For |
| EXECUTIVE COMPENSATION. | | | |
Page 29 of 39
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2012 to 06/30/2013
| PEPCO HOLDINGS, INC. | | |
| Security | 713291102 | Meeting Type | Annual |
| Ticker Symbol | POM | Meeting Date | 17-May-2013 |
| ISIN | US7132911022 | Agenda | 933772825 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | JACK B. DUNN, IV | | For | For |
| 2 | H. RUSSELL FRISBY, JR. | | For | For |
| 3 | TERENCE C. GOLDEN | | For | For |
| 4 | PATRICK T. HARKER | | For | For |
| 5 | FRANK O. HEINTZ | | For | For |
| 6 | BARBARA J. KRUMSIEK | | For | For |
| 7 | GEORGE F. MACCORMACK | | For | For |
| 8 | LAWRENCE C. NUSSDORF | | For | For |
| 9 | PATRICIA A. OELRICH | | For | For |
| 10 | JOSEPH M. RIGBY | | For | For |
| 11 | FRANK K. ROSS | | For | For |
| 12 | PAULINE A. SCHNEIDER | | For | For |
| 13 | LESTER P. SILVERMAN | | For | For |
| 2. | A PROPOSAL TO APPROVE, ON AN | Management | For | For |
| ADVISORY BASIS, THE COMPANY'S | | | |
| EXECUTIVE COMPENSATION. | | | |
| 3. | A PROPOSAL TO RATIFY THE | Management | For | For |
| APPOINTMENT, BY THE AUDIT COMMITTEE | | | |
| OF THE BOARD OF DIRECTORS, OF | | | |
| PRICEWATERHOUSECOOPERS LLP AS THE | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM OF THE COMPANY FOR | | | |
| 2013. | | | |
| SWIFT ENERGY COMPANY | | |
| Security | 870738101 | Meeting Type | Annual |
| Ticker Symbol | SFY | Meeting Date | 21-May-2013 |
| ISIN | US8707381013 | Agenda | 933775100 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1 | DIRECTOR | | Management | | |
| 1 | GREG MATIUK | | For | For |
| 2 | BRUCE H. VINCENT | | For | For |
| 2 | TO APPROVE THE SECOND AMENDED AND | Management | For | For |
| RESTATED SWIFT ENERGY COMPANY 2005 | | | |
| STOCK COMPENSATION PLAN, INCLUDING | | | |
| (I) THE INCREASE IN THE NUMBER OF | | | |
| SHARES OF COMMON STOCK THAT MAY BE | | | |
| ISSUED AND (II) CHANGES TO THE | | | |
| PERFORMANCE MEASURES UNDER THE | | | |
| AMENDED 2005 PLAN AS CONTEMPLATED | | | |
| BY INTERNAL REVENUE CODE SECTION | | | |
| 162(M). | | | |
| 3 | TO CONDUCT A NON-BINDING ADVISORY | Management | For | For |
| VOTE TO APPROVE THE COMPENSATION OF | | | |
| SWIFT ENERGY'S NAMED EXECUTIVE | | | |
| OFFICERS AS PRESENTED IN THE PROXY | | | |
| STATEMENT. | | | |
| 4 | TO RATIFY THE SELECTION OF ERNST & | Management | For | For |
| YOUNG LLP AS SWIFT ENERGY'S | | | |
| INDEPENDENT AUDITOR FOR THE FISCAL | | | |
| YEAR ENDING DECEMBER 31, 2013. | | | |
Page 30 of 39
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2012 to 06/30/2013
| ULTRA PETROLEUM CORP. | | |
| Security | 903914109 | Meeting Type | Annual and Special Meeting |
| Ticker Symbol | UPL | Meeting Date | 21-May-2013 |
| ISIN | CA9039141093 | Agenda | 933785947 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | Management |
| 1A | ELECTION OF MICHAEL D. WATFORD AS | Management | For | For |
| DIRECTOR | | | |
| 1B | ELECTION OF W. CHARLES HELTON AS | Management | For | For |
| DIRECTOR | | | |
| 1C | ELECTION OF STEPHEN J. MCDANIEL AS | Management | For | For |
| DIRECTOR | | | |
| 1D | ELECTION OF ROGER A. BROWN AS | Management | For | For |
| DIRECTOR | | | |
| 1E | ELECTION OF MICHAEL J. KEEFFE AS | Management | For | For |
| DIRECTOR | | | |
| 02 | APPOINTMENT OF ERNST & YOUNG LLP AS | Management | For | For |
| AUDITORS OF THE COMPANY FOR THE | | | |
| ENSUING YEAR AND AUTHORIZING THE | | | |
| DIRECTORS TO FIX THEIR REMUNERATION | | | |
| 03 | RESOLVED, THE SHAREHOLDERS OF ULTRA | Management | For | For |
| PETROLEUM CORP. APPROVE, ON AN | | | |
| ADVISORY BASIS, THE COMPENSATION PAID | | | |
| TO ITS NAMED EXECUTIVE OFFICERS, AS | | | |
| DISCLOSED PURSUANT TO ITEM 402 OF | | | |
| REGULATION S-K, INCLUDING THE | | | |
| COMPENSATION DISCUSSION AND | | | |
| ANALYSIS, THE ACCOMPANYING | | | |
| COMPENSATION TABLES, AND THE | | | |
| RELATED NARRATIVE DISCUSSION, IN ITS | | | |
| MOST RECENT PROXY STATEMENT. | | | |
| GOODRICH PETROLEUM CORPORATION | | |
| Security | 382410405 | Meeting Type | Annual |
| Ticker Symbol | GDP | Meeting Date | 21-May-2013 |
| ISIN | US3824104059 | Agenda | 933796407 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | WALTER G. GOODRICH | | For | For |
|
| 2 | ROBERT C. TURNHAM, JR. | | For | For |
|
| 3 | STEPHEN M. STRATY | | For | For |
|
| 4 | ARTHUR A. SEELIGSON | | For | For |
|
| 2. | RATIFY THE SELECTION OF ERNST & | Management | For | For |
| YOUNG LLP AS THE COMPANY'S | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR THE FISCAL YEAR | | | |
| ENDED DECEMBER 31, 2013. | | | |
| 3. | APPROVE, ON AN ADVISORY BASIS, THE | Management | For | For |
| COMPENSATION OF OUR NAMED | | | |
| EXECUTIVE OFFICERS. | | | |
| RANGE RESOURCES CORPORATION | | |
| Security | 75281A109 | Meeting Type | Annual |
| Ticker Symbol | RRC | Meeting Date | 22-May-2013 |
| ISIN | US75281A1097 | Agenda | 933779588 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | Management |
| 1A. | ELECTION OF DIRECTOR: ANTHONY V. DUB | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: V. RICHARD | Management | For | For |
| EALES | | | |
| 1C. | ELECTION OF DIRECTOR: ALLEN FINKELSON | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: JAMES M. FUNK | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: JONATHAN S. | Management | For | For |
| LINKER | | | |
| 1F. | ELECTION OF DIRECTOR: MARY RALPH | Management | For | For |
| LOWE | | | |
| 1G. | ELECTION OF DIRECTOR: KEVIN S. | Management | For | For |
| MCCARTHY | | | |
| 1H. | ELECTION OF DIRECTOR: JOHN H. | Management | For | For |
| PINKERTON | | | |
| 1I. | ELECTION OF DIRECTOR: JEFFREY L. | Management | For | For |
| VENTURA | | | |
| 2. | A PROPOSAL TO APPROVE THE | Management | For | For |
| COMPENSATION PHILOSOPHY, POLICIES | | | |
| AND PROCEDURES DESCRIBED IN THE | | | |
| COMPENSATION DISCUSSION AND | | | |
| ANALYSIS. | | | |
| 3. | TO RATIFY THE APPOINTMENT OF ERNST & | Management | For | For |
| YOUNG LLP AS OUR INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM. | | | |
| 4. | STOCKHOLDER PROPOSAL - A PROPOSAL | Shareholder | Against | For |
| REQUESTING A REPORT REGARDING | | | |
| FUGITIVE METHANE EMISSIONS. | | | |
Page 31 of 39
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2012 to 06/30/2013
| FISERV, INC. | | | |
| Security | 337738108 | Meeting Type | Annual |
| Ticker Symbol | FISV | Meeting Date | 22-May-2013 |
| ISIN | US3377381088 | Agenda | 933789589 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | CHRISTOPHER M. FLINK | | For | For |
| 2 | DENNIS F. LYNCH | | For | For |
| 3 | KIM M. ROBAK | | For | For |
| 4 | DOYLE R. SIMONS | | For | For |
| 5 | THOMAS C. WERTHEIMER | | For | For |
| 2. | TO APPROVE THE AMENDED AND | Management | For | For |
| RESTATED FISERV, INC. 2007 OMNIBUS | | | |
| INCENTIVE PLAN. | | | |
| 3. | TO APPROVE, ON AN ADVISORY BASIS, THE | Management | For | For |
| COMPENSATION OF THE NAMED EXECUTIVE | | | |
| OFFICERS OF FISERV, INC. | | | |
| 4. | TO RATIFY THE SELECTION OF DELOITTE & | Management | For | For |
| TOUCHE LLP AS INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM OF | | | |
| FISERV, INC. FOR 2013. | | | |
| 5. | TO APPROVE A SHAREHOLDER PROPOSAL | Shareholder | Against | For |
| RELATING TO EXECUTIVE RETENTION OF | | | |
| STOCK. | | | | |
| DENBURY RESOURCES INC. | | |
| Security | 247916208 | Meeting Type | Annual |
| Ticker Symbol | DNR | Meeting Date | 22-May-2013 |
| ISIN | US2479162081 | Agenda | 933801880 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | WIELAND F. WETTSTEIN | | For | For |
| 2 | MICHAEL L. BEATTY | | For | For |
| 3 | MICHAEL B. DECKER | | For | For |
| 4 | RONALD G. GREENE | | For | For |
| 5 | GREGORY L. MCMICHAEL | | For | For |
| 6 | KEVIN O. MEYERS | | For | For |
| 7 | PHIL RYKHOEK | | For | For |
| 8 | RANDY STEIN | | For | For |
| 9 | LAURA A. SUGG | | For | For |
| 2. | ADVISORY PROPOSAL TO APPROVE THE | Management | For | For |
| COMPANY'S 2012 NAMED EXECUTIVE | | | |
| OFFICER COMPENSATION. | | | |
| 3. | PROPOSAL TO AMEND AND RESTATE OUR | Management | For | For |
| EMPLOYEE STOCK PURCHASE PLAN TO (I) | | | |
| INCREASE THE NUMBER OF RESERVED | | | |
| SHARES AND (II) EXTEND THE TERM OF THE | | | |
| PLAN. | | | | |
| 4. | PROPOSAL TO AMEND AND RESTATE OUR | Management | For | For |
| 2004 OMNIBUS STOCK AND INCENTIVE PLAN | | | |
| TO (I) INCREASE THE NUMBER OF | | | |
| RESERVED SHARES, (II) EXTEND THE TERM | | | |
| OF THE PLAN (III) AMEND THE | | | |
| PERFORMANCE MEASURES RELEVANT TO | | | |
| IRS CODE SECTION 162(M) QUALIFICATION, | | | |
| AND (IV) MAKE OTHER ADMINISTRATIVE | | | |
| CHANGES. | | | |
| 5. | PROPOSAL TO RATIFY THE AUDIT | Management | For | For |
| COMMITTEE'S SELECTION OF | | | |
| PRICEWATERHOUSECOOPERS LLP AS THE | | | |
| COMPANY'S INDEPENDENT AUDITOR FOR | | | |
| 2013. | | | |
Page 32 of 39
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2012 to 06/30/2013
| UNUM GROUP | | | |
| Security | 91529Y106 | Meeting Type | Annual |
| Ticker Symbol | UNM | Meeting Date | 23-May-2013 |
| ISIN | US91529Y1064 | Agenda | 933780163 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | Management |
| 1.1 | ELECTION OF DIRECTOR: E. MICHAEL | Management | Against | Against |
| CAULFIELD | | | |
| 1.2 | ELECTION OF DIRECTOR: RONALD E. | Management | Against | Against |
| GOLDSBERRY | | | |
| 1.3 | ELECTION OF DIRECTOR: KEVIN T. KABAT | Management | Against | Against |
| 1.4 | ELECTION OF DIRECTOR: MICHAEL J. | Management | Against | Against |
| PASSARELLA | | | |
| 2. | TO ADOPT AN AMENDED AND RESTATED | Management | For | For |
| CERTIFICATE OF INCORPORATION TO | | | |
| DECLASSIFY THE BOARD OF DIRECTORS. | | | |
| 3. | TO APPROVE, ON AN ADVISORY BASIS, THE | Management | For | For |
| COMPENSATION OF THE COMPANY'S | | | |
| NAMED EXECUTIVE OFFICERS. | | | |
| 4. | TO APPROVE THE COMPANY'S ANNUAL | Management | For | For |
| INCENTIVE PLAN. | | | |
| 5. | TO RATIFY THE APPOINTMENT OF ERNST & | Management | For | For |
| YOUNG LLP AS THE COMPANY'S | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR 2013. | | | |
| ZIONS BANCORPORATION | | | |
| Security | 989701107 | Meeting Type | Annual |
| Ticker Symbol | ZION | Meeting Date | 24-May-2013 |
| ISIN | US9897011071 | Agenda | 933777661 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | Management |
| 1A | ELECTION OF DIRECTOR: JERRY C. ATKIN | Management | For | For |
| 1B | ELECTION OF DIRECTOR: R.D. CASH | Management | For | For |
| 1C | ELECTION OF DIRECTOR: PATRICIA FROBES | Management | For | For |
| 1D | ELECTION OF DIRECTOR: J. DAVID HEANEY | Management | For | For |
| 1E | ELECTION OF DIRECTOR: ROGER B. | Management | For | For |
| PORTER | | | |
| 1F | ELECTION OF DIRECTOR: STEPHEN D. | Management | For | For |
| QUINN | | | |
| 1G | ELECTION OF DIRECTOR: HARRIS H. | Management | For | For |
| SIMMONS | | | |
| 1H | ELECTION OF DIRECTOR: L.E. SIMMONS | Management | For | For |
| 1I | ELECTION OF DIRECTOR: SHELLEY THOMAS | Management | For | For |
| WILLIAMS | | | |
| 1J | ELECTION OF DIRECTOR: STEVEN C. | Management | For | For |
| WHEELWRIGHT | | | |
| 2 | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| ERNST & YOUNG LLP AS THE INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM | | | |
| 3 | APPROVAL, ON A NONBINDING ADVISORY | Management | For | For |
| BASIS, OF THE COMPENSATION PAID TO | | | |
| THE COMPANY'S NAMED EXECUTIVE | | | |
| OFFICERS | | | |
| 4 | TO RECOMMEND, BY NON-BINDING VOTE, | Management | 1 Year | For |
| THE FREQUENCY OF THE SHAREHOLDER | | | |
| NON-BINDING VOTE TO APPROVE | | | |
| EXECUTIVE COMPENSATION. | | | |
| 5 | THAT THE SHAREHOLDERS REQUEST THE | Shareholder | Against | For |
| BOARD OF DIRECTORS TO ESTABLISH A | | | |
| POLICY REQUIRING THAT THE BOARD'S | | | |
| CHAIRMAN BE AN "INDEPENDENT | | | |
| DIRECTOR." | | | |
Page 33 of 39
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2012 to 06/30/2013
| ILLUMINA, INC. | | |
| Security | 452327109 | Meeting Type | Annual |
| Ticker Symbol | ILMN | Meeting Date | 29-May-2013 |
| ISIN | US4523271090 | Agenda | 933781735 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | GERALD MOLLER, PH.D.* | | For | For |
| 2 | DAVID R. WALT, PH.D.* | | For | For |
| 3 | R.S. EPSTEIN, M.D.# | | For | For |
| 2. | TO RATIFY THE APPOINTMENT OF ERNST & | Management | For | For |
| YOUNG LLP AS OUR INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM | | | |
| FOR THE FISCAL YEAR ENDING DECEMBER | | | |
| 29, 2013 | | | | |
| 3. | TO APPROVE, ON AN ADVISORY BASIS, THE | Management | Against | Against |
| COMPENSATION OF THE NAMED EXECUTIVE | | | |
| OFFICERS AS DISCLOSED IN THE PROXY | | | |
| STATEMENT | | | | |
| 4. | TO APPROVE AN AMENDMENT TO THE | Management | For | For |
| ILLUMINA, INC. 2005 STOCK AND INCENTIVE | | | |
| PLAN TO INCREASE THE NUMBER OF | | | |
| SHARES AVAILABLE FOR ISSUANCE BY | | | |
| 5,000,000 SHARES AND TO EXTEND THE | | | |
| TERMINATION DATE OF THE PLAN UNTIL | | | |
| JUNE 28, 2016 | | | |
| CAVIUM, INC. | | | |
| Security | 14964U108 | Meeting Type | Annual |
| Ticker Symbol | CAVM | Meeting Date | 30-May-2013 |
| ISIN | US14964U1088 | Agenda | 933788006 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1 | DIRECTOR | | Management | | |
| 1 | SYED B. ALI | | For | For |
| 2 | ANTHONY S. THORNLEY | | For | For |
| 2 | TO RATIFY THE SELECTION OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS THE | | | |
| INDEPENDENT AUDITORS OF CAVIUM, INC. | | | |
| FOR ITS FISCAL YEAR ENDING DECEMBER | | | |
| 31, 2013. | | | | |
| 3 | TO APPROVE, ON AN ADVISORY BASIS, THE | Management | For | For |
| COMPENSATION OF CAVIUM, INC.'S NAMED | | | |
| EXECUTIVE OFFICERS. | | | |
| JARDEN CORPORATION | | |
| Security | 471109108 | Meeting Type | Annual |
| Ticker Symbol | JAH | Meeting Date | 30-May-2013 |
| ISIN | US4711091086 | Agenda | 933789692 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1 | DIRECTOR | | Management | | |
| 1 | IAN G. H. ASHKEN | | For | For |
| 2 | WILLIAM P. LAUDER | | For | For |
| 3 | ROBERT L. WOOD | | For | For |
| 2 | ADOPTION AND APPROVAL OF THE JARDEN | Management | Against | Against |
| CORPORATION 2013 STOCK INCENTIVE | | | |
| PLAN. | | | |
| 3 | ADOPTION AND APPROVAL OF THE JARDEN | Management | For | For |
| CORPORATION 2013 EMPLOYEE STOCK | | | |
| PURCHASE PLAN. | | | |
| 4 | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS | | | |
| JARDEN CORPORATION'S INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM | | | |
| FOR THE YEAR ENDING DECEMBER 31, 2013. | | | |
| 5 | ADVISORY APPROVAL OF JARDEN | Management | Against | Against |
| CORPORATION'S EXECUTIVE | | | |
| COMPENSATION. | | | |
| 6 | SHAREHOLDER PROPOSAL TO DECLASSIFY | Shareholder | For | Against |
| THE BOARD OF DIRECTORS. | | | |
Page 34 of 39
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2012 to 06/30/2013
| ALLIANCE DATA SYSTEMS CORPORATION | | |
| Security | 018581108 | Meeting Type | Annual |
| Ticker Symbol | ADS | Meeting Date | 06-Jun-2013 |
| ISIN | US0185811082 | Agenda | 933797411 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | Management |
| 1A | ELECTION OF DIRECTOR: LAWRENCE M. | Management | For | For |
| BENVENISTE | | | |
| 1B | ELECTION OF DIRECTOR: D. KEITH COBB | Management | For | For |
| 1C | ELECTION OF DIRECTOR: KENNETH R. | Management | For | For |
| JENSEN | | | |
| 2. | ADVISORY APPROVAL OF EXECUTIVE | Management | For | For |
| COMPENSATION. | | | |
| 3. | TO AMEND THE CERTIFICATE OF | Management | For | For |
| INCORPORATION OF ALLIANCE DATA | | | |
| SYSTEMS CORPORATION TO DECLASSIFY | | | |
| THE BOARD OF DIRECTORS. | | | |
| 4. | TO AMEND THE CERTIFICATE OF | Management | For | For |
| INCORPORATION OF ALLIANCE DATA | | | |
| SYSTEMS CORPORATION TO PROVIDE | | | |
| STOCKHOLDERS CERTAIN RIGHTS TO CALL | | | |
| A SPECIAL MEETING. | | | |
| 5. | TO RATIFY THE SELECTION OF DELOITTE & | Management | For | For |
| TOUCHE LLP AS THE INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM OF | | | |
| ALLIANCE DATA SYSTEMS CORPORATION | | | |
| FOR 2013. | | | |
| INGERSOLL-RAND PLC | | |
| Security | G47791101 | Meeting Type | Annual |
| Ticker Symbol | IR | Meeting Date | 06-Jun-2013 |
| ISIN | IE00B6330302 | Agenda | 933803339 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | Management |
| 1A. | ELECTION OF DIRECTOR: ANN C. BERZIN | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: JOHN BRUTON | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: JARED L. COHON | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: GARY D. FORSEE | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: EDWARD E. | Management | For | For |
| HAGENLOCKER | | | |
| 1F. | ELECTION OF DIRECTOR: CONSTANCE J. | Management | For | For |
| HORNER | | | |
| 1G. | ELECTION OF DIRECTOR: MICHAEL W. | Management | For | For |
| LAMACH | | | |
| 1H. | ELECTION OF DIRECTOR: THEODORE E. | Management | For | For |
| MARTIN | | | |
| 1I. | ELECTION OF DIRECTOR: NELSON PELTZ | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: JOHN P. SURMA | Management | For | For |
| 1K. | ELECTION OF DIRECTOR: RICHARD J. SWIFT | Management | For | For |
| 1L. | ELECTION OF DIRECTOR: TONY L. WHITE | Management | For | For |
| 2. | ADVISORY APPROVAL OF THE | Management | For | For |
| COMPENSATION OF THE COMPANY'S | | | |
| NAMED EXECUTIVE OFFICERS. | | | |
| 3. | APPROVAL OF THE APPOINTMENT OF | Management | For | For |
| INDEPENDENT AUDITORS OF THE COMPANY | | | |
| AND AUTHORIZATION OF THE AUDIT | | | |
| COMMITTEE OF THE BOARD OF DIRECTORS | | | |
| TO SET THE AUDITORS' REMUNERATION. | | | |
| 4. | APPROVAL OF THE COMPANY'S INCENTIVE | Management | For | For |
| STOCK PLAN OF 2013. | | | |
| 5. | AMENDMENT OF THE COMPANY'S ARTICLES | Management | For | For |
| OF ASSOCIATION TO GIVE THE BOARD OF | | | |
| DIRECTORS AUTHORITY TO DECLARE NON- | | | |
| CASH DIVIDENDS. | | | |
| 6. | APPROVAL OF A CAPITAL REDUCTION AND | Management | For | For |
| CREATION OF DISTRIBUTABLE RESERVES. | | | |
| 7. | AMENDMENT OF THE COMPANY'S ARTICLES | Management | For | For |
| OF ASSOCIATION TO EXPAND THE | | | |
| AUTHORITY TO EXECUTE INSTRUMENTS OF | | | |
| TRANSFER. | | | |
| 8. | AMENDMENT OF THE COMPANY'S ARTICLES | Management | For | For |
| OF ASSOCIATION TO PROVIDE FOR | | | |
| ESCHEATMENT IN ACCORDANCE WITH U.S. | | | |
| LAWS. | | | |
Page 35 of 39
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2012 to 06/30/2013
| NATUS MEDICAL INCORPORATED | | |
| Security | 639050103 | Meeting Type | Annual |
| Ticker Symbol | BABY | Meeting Date | 07-Jun-2013 |
| ISIN | US6390501038 | Agenda | 933800852 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | Management |
| 1A. | ELECTION OF DIRECTOR: ROBERT A. GUNST | Management | Against | Against |
| 1B. | ELECTION OF DIRECTOR: JAMES B. | Management | Against | Against |
| HAWKINS | | | |
| 2. | TO RATIFY THE APPOINTMENT OF DELOITTE | Management | For | For |
| & TOUCHE LLP AS OUR INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM | | | |
| FOR THE YEAR ENDING DECEMBER 31, 2013. | | | |
| 3. | ADVISORY APPROVAL OF THE COMPANY'S | Management | For | For |
| NAMED EXECUTIVE OFFICER | | | |
| COMPENSATION. | | | |
| MEDASSETS, INC. | | |
| Security | 584045108 | Meeting Type | Annual |
| Ticker Symbol | MDAS | Meeting Date | 13-Jun-2013 |
| ISIN | US5840451083 | Agenda | 933819508 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | JOHN A. BARDIS | | For | For |
| 2 | HARRIS HYMAN IV | | For | For |
| 3 | TERRENCE J. MULLIGAN | | For | For |
| 2. | TO RATIFY THE APPOINTMENT OF KPMG | Management | For | For |
| LLP, AS THE INDEPENDENT REGISTERED | | | |
| PUBLIC ACCOUNTING FIRM FOR THE | | | |
| COMPANY FOR THE FISCAL YEAR ENDING | | | |
| DECEMBER 31, 2013. | | | |
| 3. | TO APPROVE THE COMPENSATION OF THE | Management | For | For |
| COMPANY'S NAMED EXECUTIVE OFFICERS. | | | |
| 4. | TO APPROVE AN AMENDMENT TO THE | Management | Against | Against |
| COMPANY'S LONG TERM PERFORMANCE | | | |
| INCENTIVE PLAN. | | | |
| 5. | TO APPROVE THE COMPANY'S 2013 ANNUAL | Management | For | For |
| INCENTIVE COMPENSATION PLAN. | | | |
Page 36 of 39
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2012 to 06/30/2013
| BEST BUY CO., INC. | | |
| Security | 086516101 | Meeting Type | Annual |
| Ticker Symbol | BBY | Meeting Date | 20-Jun-2013 |
| ISIN | US0865161014 | Agenda | 933816879 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A. | ELECTION OF CLASS II DIRECTOR: | Management | For | For |
| BRADBURY H. ANDERSON | | | |
| 1B. | ELECTION OF CLASS II DIRECTOR: SANJAY | Management | For | For |
| KHOSLA | | | |
| 1C. | ELECTION OF CLASS II DIRECTOR: ALLEN U. | Management | For | For |
| LENZMEIER | | | |
| 1D. | ELECTION OF CLASS II DIRECTOR: HATIM A. | Management | For | For |
| TYABJI | | | |
| 1E. | RATIFICATION OF CLASS I DIRECTOR: | Management | For | For |
| RUSSELL P. FRADIN | | | |
| 1F. | RATIFICATION OF CLASS I DIRECTOR: | Management | For | For |
| HUBERT JOLY | | | |
| 2. | TO RATIFY THE APPOINTMENT OF DELOITTE | Management | For | For |
| & TOUCHE LLP AS OUR INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM | | | |
| FOR THE FISCAL YEAR ENDING FEBRUARY | | | |
| 1, 2014. | | | |
| 3. | TO CONDUCT AN ADVISORY VOTE TO | Management | For | For |
| APPROVE OUR NAMED EXECUTIVE OFFICER | | | |
| COMPENSATION. | | | |
| 4. | TO VOTE ON MANAGEMENT'S PROPOSAL TO | Management | For | For |
| AMEND AND RESTATE OUR AMENDED AND | | | |
| RESTATED BY-LAWS IN ORDER TO | | | |
| IMPLEMENT DECLASSIFICATION OF OUR | | | |
| BOARD OF DIRECTORS. | | | |
| JOS. A. BANK CLOTHIERS, INC. | | |
| Security | 480838101 | Meeting Type | Annual |
| Ticker Symbol | JOSB | Meeting Date | 21-Jun-2013 |
| ISIN | US4808381010 | Agenda | 933829321 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1.1 | ELECTION OF DIRECTOR: JAMES H. FERSTL | Management | Against | Against |
| 1.2 | ELECTION OF DIRECTOR: SIDNEY H. RITMAN | Management | Against | Against |
| 2. | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| DELOITTE & TOUCHE LLP AS THE | | | |
| COMPANY'S REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR THE FISCAL YEAR | | | |
| ENDING FEBRUARY 1, 2014. | | | |
| 3. | AN ADVISORY RESOLUTION TO APPROVE | Management | For | For |
| THE COMPENSATION OF THE COMPANY'S | | | |
| NAMED EXECUTIVE OFFICERS. | | | |
| 4. | APPROVAL OF THE AMENDMENT AND | Management | For | For |
| RESTATEMENT OF THE JOS. A. BANK | | | |
| CLOTHIERS, INC. 2010 EQUITY INCENTIVE | | | |
| PLAN. | | | |
Page 37 of 39
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2012 to 06/30/2013
| STRATASYS LTD | | |
| Security | M85548101 | Meeting Type | Annual |
| Ticker Symbol | SSYS | Meeting Date | 21-Jun-2013 |
| ISIN | IL0011267213 | Agenda | 933838748 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1. | TO APPROVE AN AMENDMENT TO THE | Management | For | For |
| COMPANY'S AMENDED AND RESTATED | | | |
| ARTICLES OF ASSOCIATION (THE "ARTICLES | | | |
| OF ASSOCIATION") TO INCREASE THE | | | |
| NUMBER OF DIRECTORS CONSTITUTING | | | |
| THE COMPANY'S BOARD OF DIRECTORS | | | |
| (THE "BOARD") FROM NINE TO TEN BY | | | |
| ADDING AN UNCLASSIFIED DIRECTOR AND | | | |
| TO MAKE CONFORMING CHANGES TO THE | | | |
| ARTICLES OF ASSOCIATION. | | | |
| 2. | CONTINGENT UPON APPROVAL OF | Management | For | For |
| PROPOSAL 1, TO ELECT MS. ZIVA PATIR, | | | |
| WHO ALSO QUALIFIES AS AN UNAFFILIATED | | | |
| DIRECTOR UNDER THE ISRAELI COMPANIES | | | |
| LAW 5759-1999, TO SERVE AS THE | | | |
| UNCLASSIFIED DIRECTOR OF THE | | | |
| COMPANY, AND TO APPROVE THE TERMS | | | |
| OF HER COMPENSATION. | | | |
| 3A. | TO APPROVE THE TERMS OF THE | Management | For | For |
| COMPENSATION OF MR. EDWARD J. FIERKO | | | |
| AS DIRECTOR OF THE COMPANY. | | | |
| 3B. | TO APPROVE THE TERMS OF THE | Management | For | For |
| COMPENSATION OF MR. JOHN J. MCELENEY | | | |
| AS DIRECTOR OF THE COMPANY. | | | |
| 3C. | TO APPROVE THE TERMS OF THE | Management | For | For |
| COMPENSATION OF MR. CLIFFORD H. | | | |
| SCHWIETER AS DIRECTOR OF THE | | | |
| COMPANY. | | | |
| 4. | TO APPROVE THE TERMS OF UP TO FOUR | Management | For | For |
| (4) GRANTS OF OPTIONS, EACH CONSISTING | | | |
| OF THE RIGHT TO PURCHASE 100,000 | | | |
| ORDINARY SHARES, NOMINAL VALUE NEW | | | |
| ISRAELI SHEKELS ("NIS") 0.01 PER SHARE, | | | |
| OF STRATASYS LTD. ("ORDINARY SHARES"), | | | |
| TO MR. S. SCOTT CRUMP, OUR CHAIRMAN | | | |
| AND CHIEF INNOVATION OFFICER, AS OF | | | |
| THE DATE OF THE 2013 ANNUAL GENERAL | | | |
| MEETING OF SHAREHOLDERS AND ON THE | | | |
| FIRST THREE (3) ANNIVERSARIES THEREOF, | | | |
| PROVIDED THAT HE THEN REMAINS | | | |
| EMPLOYED AS OUR CHIEF INNOVATION | | | |
| OFFICER. | | | |
| 5. | TO APPROVE A CASH BONUS IN AN AMOUNT | Management | For | For |
| OF NIS 460,000 (APPROXIMATELY $127,000) | | | |
| TO BE PAID TO MR. DAVID REIS, OUR CHIEF | | | |
| EXECUTIVE OFFICER, IN RESPECT OF HIS | | | |
| PERFORMANCE FOR THE YEAR ENDED | | | |
| DECEMBER 31, 2012, AS DETERMINED BY | | | |
| THE BOARD PURSUANT TO ITS | | | |
| DISCRETIONARY AUTHORITY UNDER MR. | | | |
| REIS' EXISTING EMPLOYMENT AGREEMENT. | | | |
| 6. | TO APPROVE AN INCREASE IN THE | Management | For | For |
| COVERAGE UNDER THE COMPANY'S | | | |
| DIRECTORS AND OFFICERS LIABILITY | | | |
| INSURANCE POLICY TO AGGREGATE | | | |
| MAXIMUM COVERAGE OF $60 MILLION AND | | | |
| AN ADDITIONAL $15 MILLION FOR A-SIDE | | | |
| COVERAGE FOR DIRECTORS AND | | | |
| OFFICERS. | | | |
| 7. | TO APPROVE AN AMENDMENT TO THE | Management | For | For |
| ARTICLES OF ASSOCIATION TO INCREASE | | | |
| THE NUMBER OF AUTHORIZED ORDINARY | | | |
| SHARES FROM 60 MILLION ORDINARY | | | |
| SHARES TO 180 MILLION ORDINARY SHARES | | | |
| AND TO CORRESPONDINGLY INCREASE THE | | | |
| SHARE CAPITAL OF THE COMPANY FROM | | | |
| NIS 600,000 TO NIS 1,800,000. | | | |
| 8. | TO RE-APPOINT KESSELMAN & KESSELMAN, | Management | For | For |
| A MEMBER OF | | | |
| PRICEWATERHOUSECOOPERS | | | |
| INTERNATIONAL LIMITED, AS THE | | | |
| COMPANY'S INDEPENDENT AUDITORS FOR | | | |
| THE YEAR ENDING DECEMBER 31, 2013 AND | | | |
| UNTIL ITS NEXT ANNUAL GENERAL MEETING | | | |
| OF SHAREHOLDERS, AND TO AUTHORIZE | | | |
| THE BOARD (UPON RECOMMENDATION OF | | | |
| THE AUDIT COMMITTEE OF THE BOARD) TO | | | |
| FIX THEIR REMUNERATION. | | | |
Page 38 of 39
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2012 to 06/30/2013
| BED BATH & BEYOND INC. | | |
| Security | 075896100 | Meeting Type | Annual |
| Ticker Symbol | BBBY | Meeting Date | 28-Jun-2013 |
| ISIN | US0758961009 | Agenda | 933837811 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A. | ELECTION OF DIRECTOR: WARREN | Management | For | For |
| EISENBERG | | | |
| 1B. | ELECTION OF DIRECTOR: LEONARD | Management | For | For |
| FEINSTEIN | | | |
| 1C. | ELECTION OF DIRECTOR: STEVEN H. | Management | For | For |
| TEMARES | | | |
| 1D. | ELECTION OF DIRECTOR: DEAN S. ADLER | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: STANLEY F. | Management | For | For |
| BARSHAY | | | |
| 1F. | ELECTION OF DIRECTOR: KLAUS EPPLER | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: PATRICK R. | Management | For | For |
| GASTON | | | |
| 1H. | ELECTION OF DIRECTOR: JORDAN HELLER | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: VICTORIA A. | Management | For | For |
| MORRISON | | | |
| 2. | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| KPMG LLP. | | | |
| 3. | TO APPROVE, BY NON-BINDING VOTE, THE | Management | Against | Against |
| 2012 COMPENSATION PAID TO THE | | | |
| COMPANY'S NAMED EXECUTIVE OFFICERS. | | | |
Page 39 of 39
Thompson Bond Fund
There were no matters relating to a portfolio security considered at any shareholder meetings held during the reporting period and with respect to which the registrant was entitled to vote.
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 IM FUNDS, INC. |
| | |
| By: | /s/ | John W. Thompson |
| | John W. Thompson, Chief Executive |
| | Officer and President |
| | |
Date: August 21, 2013 |
