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: 11/30/2014
Date of reporting period: 07/01/2013-6/30/2014
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 07/01/2013 to 06/30/2014
| MOBILE MINI, INC. | | |
| Security | 60740F105 | Meeting Type | Annual |
| Ticker Symbol | MINI | Meeting Date | 24-Jul-2013 |
| ISIN | US60740F1057 | Agenda | 933848030 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1. | DIRECTOR | | Management | | |
| 1 | FREDERICK MCNAMEE III | | For | For |
| 2 | LAWRENCE TRACHTENBERG | | For | For |
| 2. | RATIFICATION OF THE SELECTION OF KPMG | Management | For | For |
| LLP AS THE COMPANY'S INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM | | | |
| FOR THE YEAR ENDING DECEMBER 31, 2013. | | | |
| 3. | ADVISORY VOTE ON EXECUTIVE | Management | For | For |
| COMPENSATION. | | | |
| 4. | APPROVAL OF AN INCREASE IN THE | Management | Against | Against |
| MAXIMUM NUMBER OF SHARES THAT MAY | | | |
| BE ISSUED UNDER THE MOBILE MINI, INC. | | | |
| 2006 EQUITY INCENTIVE PLAN, AS | | | |
| AMENDED, BY 2,000,000 SHARES, FROM | | | |
| 4,200,000 SHARES TO 6,200,000 SHARES. | | | |
| ELECTRONIC ARTS INC. | | |
| Security | 285512109 | Meeting Type | Annual |
| Ticker Symbol | EA | Meeting Date | 31-Jul-2013 |
| ISIN | US2855121099 | Agenda | 933848941 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 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: VIVEK PAUL | Management | For | For |
| 1E | ELECTION OF DIRECTOR: LAWRENCE F. | Management | For | For |
| PROBST III | | | |
| 1F | ELECTION OF DIRECTOR: RICHARD A. | Management | For | For |
| SIMONSON | | | |
| 1G | ELECTION OF DIRECTOR: LUIS A. UBINAS | Management | For | For |
| 1H | ELECTION OF DIRECTOR: DENISE F. | Management | For | For |
| WARREN | | | |
| 2 | APPROVAL OF AMENDMENTS TO THE 2000 | Management | Against | Against |
| EQUITY INCENTIVE PLAN. | | | |
| 3 | APPROVAL OF AN AMENDMENT TO THE 2000 | Management | Against | Against |
| EMPLOYEE STOCK PURCHASE 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, 2014. | | | |
Page 1 of 43
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2013 to 06/30/2014
| MCKESSON CORPORATION | | |
| Security | 58155Q103 | Meeting Type | Annual |
| Ticker Symbol | MCK | Meeting Date | 31-Jul-2013 |
| ISIN | US58155Q1031 | Agenda | 933853738 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 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 FOR THE FISCAL | | | |
| YEAR ENDING MARCH 31, 2014. | | | |
| 3. | ADVISORY VOTE ON EXECUTIVE | Management | For | For |
| COMPENSATION. | | | |
| 4. | APPROVAL OF 2013 STOCK PLAN. | Management | Against | Against |
| 5. | APPROVAL OF AMENDMENT TO 2000 | Management | For | For |
| EMPLOYEE STOCK PURCHASE PLAN. | | | |
| 6. | APPROVAL OF AMENDMENTS TO BY-LAWS | Management | For | For |
| TO PROVIDE FOR A STOCKHOLDER RIGHT | | | |
| TO CALL SPECIAL MEETINGS. | | | |
| 7. | STOCKHOLDER PROPOSAL ON ACTION BY | Shareholder | Against | For |
| WRITTEN CONSENT OF STOCKHOLDERS. | | | |
| 8. | STOCKHOLDER PROPOSAL ON DISCLOSURE | Shareholder | For | Against |
| OF POLITICAL CONTRIBUTIONS AND | | | |
| EXPENDITURES. | | | |
| 9. | STOCKHOLDER PROPOSAL ON SIGNIFICANT | Shareholder | Against | For |
| EXECUTIVE STOCK RETENTION UNTIL | | | |
| REACHING NORMAL RETIREMENT AGE OR | | | |
| TERMINATING EMPLOYMENT. | | | |
| 10. | STOCKHOLDER PROPOSAL ON | Shareholder | For | Against |
| COMPENSATION CLAWBACK POLICY. | | | |
| MEDTRONIC, INC. | | |
| Security | 585055106 | Meeting Type | Annual |
| Ticker Symbol | MDT | Meeting Date | 22-Aug-2013 |
| ISIN | US5850551061 | Agenda | 933856291 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1. | DIRECTOR | | Management | | |
| | 1 | RICHARD H. ANDERSON | | For | For |
| 2 | SCOTT C. DONNELLY | | For | For |
| 3 | VICTOR J. DZAU, M.D. | | For | For |
| 4 | OMAR ISHRAK | | For | For |
| 5 | SHIRLEY ANN JACKSON PHD | | For | For |
| 6 | MICHAEL O. LEAVITT | | For | For |
| 7 | JAMES T. LENEHAN | | For | For |
| 8 | DENISE M. O'LEARY | | For | For |
| 9 | KENDALL J. POWELL | | For | For |
| 10 | ROBERT C. POZEN | | For | For |
| 11 | PREETHA REDDY | | For | For |
| 2. | TO RATIFY THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS | | | |
| MEDTRONIC'S INDEPENDENT REGISTERED | | | |
| PUBLIC ACCOUNTING FIRM. | | | |
| 3. | TO APPROVE, IN A NON-BINDING ADVISORY | Management | Against | Against |
| VOTE, NAMED EXECUTIVE COMPENSATION | | | |
| (A "SAY-ON-PAY" VOTE). | | | |
| 4. | TO APPROVE THE MEDTRONIC, INC. 2013 | Management | Against | Against |
| STOCK AWARD AND INCENTIVE PLAN. | | | |
| 5. | TO AMEND AND RESTATE THE COMPANY'S | Management | For | For |
| ARTICLES OF INCORPORATION TO PROVIDE | | | |
| THAT DIRECTORS WILL BE ELECTED BY A | | | |
| MAJORITY VOTE IN UNCONTESTED | | | |
| ELECTIONS. | | | | |
| 6. | TO AMEND AND RESTATE THE COMPANY'S | Management | For | For |
| ARTICLES OF INCORPORATION TO ALLOW | | | |
| CHANGES TO THE SIZE OF THE BOARD OF | | | |
| DIRECTORS UPON THE AFFIRMATIVE VOTE | | | |
| OF A SIMPLE MAJORITY OF SHARES. | | | |
| 7. | TO AMEND AND RESTATE THE COMPANY'S | Management | For | For |
| ARTICLES OF INCORPORATION TO ALLOW | | | |
| REMOVAL OF A DIRECTOR UPON THE | | | |
| AFFIRMATIVE VOTE OF A SIMPLE MAJORITY | | | |
| OF SHARES. | | | |
| 8. | TO AMEND AND RESTATE THE COMPANY'S | Management | For | For |
| ARTICLES OF INCORPORATION TO ALLOW | | | |
| AMENDMENTS TO SECTION 5.3 OF ARTICLE | | | |
| 5 UPON THE AFFIRMATIVE VOTE OF A | | | |
| SIMPLE MAJORITY OF SHARES. | | | |
| 9. | TO AMEND AND RESTATE THE COMPANY'S | Management | For | For |
| ARTICLES OF INCORPORATION TO | | | |
| ELIMINATE THE "FAIR PRICE PROVISION. | | | |
Page 2 of 43
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2013 to 06/30/2014
| TAKE-TWO INTERACTIVE SOFTWARE, INC. | | |
| Security | 874054109 | Meeting Type | Annual |
| Ticker Symbol | TTWO | Meeting Date | 18-Sep-2013 |
| ISIN | US8740541094 | Agenda | 933863462 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 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 | Against | Against |
| TAKE-TWO INTERACTIVE SOFTWARE, INC. | | | |
| 2009 STOCK INCENTIVE PLAN. | | | |
| 3. | ADVISORY VOTE TO APPROVE THE | Management | For | For |
| COMPENSATION OF THE NAMED EXECUTIVE | | | |
| OFFICERS. | | | | |
| 4. | 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, | | | |
| 2014. | | | | |
| SEADRILL LIMITED | | |
| Security | G7945E105 | Meeting Type | Annual |
| Ticker Symbol | SDRL | Meeting Date | 20-Sep-2013 |
| ISIN | BMG7945E1057 | Agenda | 933864476 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 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 | TO RE-ELECT BERT BEKKER AS A DIRECTOR | Management | For | For |
| OF THE COMPANY. | | | |
| 7 | TO RE-ELECT PAUL LEAND, JR. AS A | Management | For | For |
| DIRECTOR OF THE COMPANY. | | | |
| 8 | TO AMEND THE COMPANY'S BYE-LAWS NOS. | Management | For | For |
| 57 (A), 89, 93 (B), 103, 104, 105, 106 (A), 110 | | | |
| AND 111. | | | |
| 9 | TO APPOINT PRICEWATERHOUSECOOPERS | Management | For | For |
| LLP, AS AUDITOR AND TO AUTHORIZE THE | | | |
| DIRECTORS TO DETERMINE THEIR | | | |
| REMUNERATION. | | | |
| 10 | TO APPROVE THE REMUNERATION OF THE | Management | For | For |
| COMPANY'S BOARD OF DIRECTORS OF A | | | |
| TOTAL AMOUNT OF FEES NOT TO EXCEED | | | |
| US$1,500,000 FOR THE YEAR ENDED | | | |
| DECEMBER 31, 2013. | | | |
Page 3 of 43
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2013 to 06/30/2014
| FEDEX CORPORATION | | |
| Security | 31428X106 | Meeting Type | Annual |
| Ticker Symbol | FDX | Meeting Date | 23-Sep-2013 |
| ISIN | US31428X1063 | Agenda | 933866608 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 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: DAVID P. STEINER | Management | For | For |
| 1K. | ELECTION OF DIRECTOR: PAUL S. WALSH | Management | For | For |
| 2. | ADVISORY VOTE TO APPROVE NAMED | Management | For | For |
| EXECUTIVE OFFICER COMPENSATION. | | | |
| 3. | APPROVAL OF AMENDMENT TO 2010 | Management | For | For |
| OMNIBUS STOCK INCENTIVE PLAN TO | | | |
| INCREASE THE NUMBER OF AUTHORIZED | | | |
| SHARES. | | | |
| 4. | RATIFICATION OF INDEPENDENT | Management | For | For |
| REGISTERED PUBLIC ACCOUNTING FIRM. | | | |
| 5. | STOCKHOLDER PROPOSAL REGARDING | Shareholder | Against | For |
| INDEPENDENT BOARD CHAIRMAN. | | | |
| 6. | STOCKHOLDER PROPOSAL REGARDING | Shareholder | Against | For |
| PROXY ACCESS FOR SHAREHOLDERS. | | | |
| 7. | STOCKHOLDER PROPOSAL REGARDING | Shareholder | Against | For |
| LIMITING ACCELERATED VESTING OF | | | |
| EQUITY AWARDS UPON A CHANGE IN | | | |
| CONTROL ("LIMIT ACCELERATED | | | |
| EXECUTIVE PAY"). | | | |
| 8. | STOCKHOLDER PROPOSAL REGARDING | Shareholder | Against | For |
| HEDGING AND PLEDGING POLICY. | | | |
| 9. | STOCKHOLDER PROPOSAL REGARDING | Shareholder | For | Against |
| POLITICAL CONTRIBUTIONS REPORT. | | | |
| 10. | STOCKHOLDER PROPOSAL REGARDING | Shareholder | Against | For |
| CONGRUENCY BETWEEN CORPORATE | | | |
| VALUES AND POLITICAL CONTRIBUTIONS. | | | |
| 11. | STOCKHOLDER PROPOSAL REGARDING | Shareholder | Against | For |
| VOTE COUNTING TO EXCLUDE | | | |
| ABSTENTIONS. | | | |
| THE PROCTER & GAMBLE COMPANY | | |
| Security | 742718109 | Meeting Type | Annual |
| Ticker Symbol | PG | Meeting Date | 08-Oct-2013 |
| ISIN | US7427181091 | Agenda | 933868525 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 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: A.G. LAFLEY | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: TERRY J. | Management | For | For |
| LUNDGREN | | | |
| 1G. | ELECTION OF DIRECTOR: W. JAMES | Management | For | For |
| MCNERNEY, JR. | | | |
| 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. | AMEND THE COMPANY'S CODE OF | Management | For | For |
| REGULATIONS TO REDUCE CERTAIN | | | |
| SUPERMAJORITY VOTING REQUIREMENTS | | | |
| 4. | APPROVE THE 2013 NON-EMPLOYEE | Management | Against | Against |
| DIRECTORS' STOCK PLAN | | | |
| 5. | ADVISORY VOTE ON EXECUTIVE | Management | Against | Against |
| COMPENSATION (THE SAY ON PAY VOTE) | | | |
Page 4 of 43
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2013 to 06/30/2014
| ORACLE CORPORATION | | |
| Security | 68389X105 | Meeting Type | Annual |
| Ticker Symbol | ORCL | Meeting Date | 31-Oct-2013 |
| ISIN | US68389X1054 | Agenda | 933878300 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 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 | NAOMI O. SELIGMAN | | For | For |
| 2 | ADVISORY VOTE TO APPROVE EXECUTIVE | Management | Against | Against |
| COMPENSATION. | | | |
| 3 | APPROVAL OF AMENDMENT TO THE LONG- | Management | Against | Against |
| TERM EQUITY INCENTIVE PLAN. | | | |
| 4 | RATIFICATION OF THE SELECTION OF | Management | For | For |
| ERNST & YOUNG LLP AS INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM | | | |
| FOR FISCAL YEAR 2014. | | | |
| 5 | STOCKHOLDER PROPOSAL REGARDING | Shareholder | Against | For |
| ESTABLISHING A BOARD COMMITTEE ON | | | |
| HUMAN RIGHTS. | | | |
| 6 | STOCKHOLDER PROPOSAL REGARDING | Shareholder | Against | For |
| INDEPENDENT BOARD CHAIRMAN. | | | |
| 7 | STOCKHOLDER PROPOSAL REGARDING | Shareholder | Against | For |
| VOTE TABULATION. | | | |
| 8 | STOCKHOLDER PROPOSAL REGARDING | Shareholder | Against | For |
| MULTIPLE PERFORMANCE METRICS. | | | |
| 9 | STOCKHOLDER PROPOSAL REGARDING | Shareholder | For | Against |
| QUANTIFIABLE PERFORMANCE METRICS. | | | |
| LINEAR TECHNOLOGY CORPORATION | | |
| Security | 535678106 | Meeting Type | Annual |
| Ticker Symbol | LLTC | Meeting Date | 06-Nov-2013 |
| ISIN | US5356781063 | Agenda | 933879744 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 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 29, 2014. | | | |
Page 5 of 43
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2013 to 06/30/2014
| JDS UNIPHASE CORPORATION | | |
| Security | 46612J507 | Meeting Type | Annual |
| Ticker Symbol | JDSU | Meeting Date | 13-Nov-2013 |
| ISIN | US46612J5074 | Agenda | 933882993 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1.1 | ELECTION OF DIRECTOR: KEITH BARNES | Management | For | For |
| 1.2 | ELECTION OF DIRECTOR: MARTIN A. | Management | For | For |
| KAPLAN | | | |
| 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 28, 2014. | | | |
| 3 | TO APPROVE, BY NON-BINDING ADVISORY | Management | For | For |
| VOTE, THE COMPENSATION OF OUR NAMED | | | |
| EXECUTIVE OFFICERS. | | | |
| MAXIM INTEGRATED PRODUCTS, INC. | | |
| Security | 57772K101 | Meeting Type | Annual |
| Ticker Symbol | MXIM | Meeting Date | 13-Nov-2013 |
| ISIN | US57772K1016 | Agenda | 933881802 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 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 INTEGRATED'S | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR THE FISCAL YEAR | | | |
| ENDING JUNE 28, 2014. | | | |
| 3. | TO RATIFY AND APPROVE AN AMENDMENT | Management | Against | Against |
| TO MAXIM INTEGRATED'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 | Against | Against |
| TO MAXIM INTEGRATED'S 1996 STOCK | | | |
| INCENTIVE PLAN (THE "PLAN") TO INCREASE | | | |
| THE NUMBER OF SHARES AVAILABLE FOR | | | |
| ISSUANCE THEREUNDER BY 6,000,000 | | | |
| SHARES. | | | | |
| 5. | ADVISORY VOTE ON EXECUTIVE | Management | For | For |
| COMPENSATION. | | | |
| RESMED INC. | | |
| Security | 761152107 | Meeting Type | Annual |
| Ticker Symbol | RMD | Meeting Date | 13-Nov-2013 |
| ISIN | US7611521078 | Agenda | 933883034 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: CAROL BURT | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: RICHARD | Management | For | For |
| SULPIZIO | | | |
| 2. | RATIFY OUR APPOINTMENT OF KPMG LLP | Management | For | For |
| AS OUR INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTANTS FOR THE FISCAL YEAR | | | |
| ENDING JUNE 30, 2014. | | | |
| 3. | APPROVE, ON AN ADVISORY BASIS, THE | Management | For | For |
| COMPENSATION PAID TO OUR NAMED | | | |
| EXECUTIVE OFFICERS, AS DESCRIBED IN | | | |
| THE PROXY STATEMENT. | | | |
| 4. | APPROVE AN AMENDMENT TO THE RESMED | Management | For | For |
| INC. 2009 INCENTIVE AWARD PLAN, WHICH, | | | |
| AMONG OTHER THINGS, INCREASES THE | | | |
| PLAN RESERVE BY 8,345,000 SHARES, AND | | | |
| WHICH SERVES AS APPROVAL FOR | | | |
| PURPOSES OF SECTION 162(M) OF THE US | | | |
| INTERNAL REVENUE CODE. | | | |
Page 6 of 43
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2013 to 06/30/2014
| SYSCO CORPORATION | | |
| Security | 871829107 | Meeting Type | Annual |
| Ticker Symbol | SYY | Meeting Date | 15-Nov-2013 |
| ISIN | US8718291078 | Agenda | 933883046 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: JOHN M. | Management | For | For |
| CASSADAY | | | |
| 1B. | ELECTION OF DIRECTOR: JONATHAN | Management | For | For |
| GOLDEN | | | |
| 1C. | ELECTION OF DIRECTOR: JOSEPH A. | Management | For | For |
| HAFNER, JR. | | | |
| 1D. | ELECTION OF DIRECTOR: HANS-JOACHIM | Management | For | For |
| KOERBER | | | |
| 1E. | ELECTION OF DIRECTOR: NANCY S. | Management | For | For |
| NEWCOMB | | | |
| 1F. | ELECTION OF DIRECTOR: JACKIE M. WARD | Management | For | For |
| 2. | TO APPROVE THE ADOPTION OF THE | Management | Against | Against |
| SYSCO CORPORATION 2013 LONG-TERM | | | |
| INCENTIVE PLAN AS A SUCCESSOR TO | | | |
| SYSCO'S 2007 STOCK INCENTIVE PLAN | | | |
| 3. | TO APPROVE, BY ADVISORY VOTE, THE | Management | For | For |
| COMPENSATION PAID TO SYSCO'S NAMED | | | |
| EXECUTIVE OFFICERS, AS DISCLOSED IN | | | |
| SYSCO'S 2013 PROXY STATEMENT | | | |
| 4. | TO RATIFY THE APPOINTMENT OF ERNST & | Management | For | For |
| YOUNG LLP AS SYSCO'S INDEPENDENT | | | |
| ACCOUNTANTS FOR FISCAL 2014 | | | |
| CISCO SYSTEMS, INC. | | |
| Security | 17275R102 | Meeting Type | Annual |
| Ticker Symbol | CSCO | Meeting Date | 19-Nov-2013 |
| ISIN | US17275R1023 | Agenda | 933882157 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: CAROL A. BARTZ | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: MARC BENIOFF | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: GREGORY Q. | Management | For | For |
| BROWN | | | |
| 1D. | ELECTION OF DIRECTOR: M. MICHELE | Management | For | For |
| BURNS | | | |
| 1E. | ELECTION OF DIRECTOR: MICHAEL D. | Management | For | For |
| CAPELLAS | | | |
| 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: RODERICK C. | Management | For | For |
| MCGEARY | | | |
| 1K. | ELECTION OF DIRECTOR: ARUN SARIN | Management | For | For |
| 1L. | ELECTION OF DIRECTOR: STEVEN M. WEST | Management | For | For |
| 2. | APPROVAL OF AMENDMENT AND | Management | For | For |
| RESTATEMENT OF THE 2005 STOCK | | | |
| 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 | | | |
| 2014. | | | |
| 5. | APPROVAL TO HAVE CISCO HOLD A | Shareholder | Against | For |
| COMPETITION FOR GIVING PUBLIC ADVICE | | | |
| ON THE VOTING ITEMS IN THE PROXY | | | |
| FILING FOR CISCO'S 2014 ANNUAL | | | |
| SHAREOWNERS MEETING. | | | |
Page 7 of 43
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2013 to 06/30/2014
| MICROSOFT CORPORATION | | |
| Security | 594918104 | Meeting Type | Annual |
| Ticker Symbol | MSFT | Meeting Date | 19-Nov-2013 |
| ISIN | US5949181045 | Agenda | 933883185 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 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. | APPROVE MATERIAL TERMS OF THE | Management | For | For |
| PERFORMANCE CRITERIA UNDER THE | | | |
| EXECUTIVE OFFICER INCENTIVE PLAN | | | |
| 11. | ADVISORY VOTE ON EXECUTIVE | Management | For | For |
| COMPENSATION | | | |
| 12. | RATIFICATION OF DELOITTE & TOUCHE LLP | Management | For | For |
| AS OUR INDEPENDENT AUDITOR FOR | | | |
| FISCAL YEAR 2014 | | | |
| MAXWELL TECHNOLOGIES, INC. | | |
| Security | 577767106 | Meeting Type | Annual |
| Ticker Symbol | MXWL | Meeting Date | 11-Dec-2013 |
| ISIN | US5777671067 | Agenda | 933889315 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1. | DIRECTOR | | Management | | |
| 1 | MARK ROSSI | | For | For |
| 2 | BURKHARD GOESCHEL | | For | For |
| 3 | DAVID SCHLOTTERBECK | | For | For |
| 2. | APPROVE THE 2013 OMNIBUS EQUITY | Management | For | For |
| INCENTIVE PLAN AND APPROVE FOR | | | |
| FEDERAL TAX PURPOSES THE | | | |
| PERFORMANCE GOALS THAT MAY BE USED | | | |
| WITH RESPECT TO CERTAIN | | | |
| PERFORMANCE-BASED AWARDS GRANTED | | | |
| UNDER THE PLAN. | | | |
| 3. | APPROVE THE AMENDMENT AND | Management | For | For |
| RESTATEMENT OF THE MAXWELL | | | |
| TECHNOLOGIES, INC. 2004 EMPLOYEE | | | |
| STOCK PURCHASE PLAN. | | | |
| 4. | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| BDO USA LLP AS OUR INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM | | | |
| FOR THE FISCAL YEAR ENDING DECEMBER | | | |
| 31, 2013. | | | | |
| 5. | TO APPROVE, ON AN ADVISORY BASIS, OUR | Management | For | For |
| NAMED EXECUTIVE OFFICER | | | |
| COMPENSATION. | | | |
Page 8 of 43
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2013 to 06/30/2014
| WALGREEN CO. | | |
| Security | 931422109 | Meeting Type | Annual |
| Ticker Symbol | WAG | Meeting Date | 08-Jan-2014 |
| ISIN | US9314221097 | Agenda | 933901894 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 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 | Against | Against |
| EXECUTIVE OFFICER COMPENSATION. | | | |
| 3. | RATIFY THE APPOINTMENT OF DELOITTE & | Management | For | For |
| TOUCHE LLP AS WALGREEN CO.'S | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM. | | | |
| 4. | SHAREHOLDER PROPOSAL REGARDING AN | Shareholder | Against | For |
| EXECUTIVE EQUITY RETENTION POLICY. | | | |
| 5. | SHAREHOLDER PROPOSAL REGARDING | Shareholder | Against | For |
| PROXY ACCESS. | | | |
| D.R. HORTON, INC. | | |
| Security | 23331A109 | Meeting Type | Annual |
| Ticker Symbol | DHI | Meeting Date | 23-Jan-2014 |
| ISIN | US23331A1097 | Agenda | 933910564 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: DONALD R. | Management | For | For |
| HORTON | | | |
| 1B. | ELECTION OF DIRECTOR: BARBARA K. | Management | For | For |
| ALLEN | | | |
| 1C. | ELECTION OF DIRECTOR: BRADLEY S. | Management | For | For |
| ANDERSON | | | |
| 1D. | ELECTION OF DIRECTOR: MICHAEL R. | Management | For | For |
| BUCHANAN | | | |
| 1E. | ELECTION OF DIRECTOR: MICHAEL W. | Management | For | For |
| HEWATT | | | |
| 1F. | ELECTION OF DIRECTOR: DONALD J. | Management | For | For |
| TOMNITZ | | | |
| 2. | ADVISORY VOTE ON EXECUTIVE | Management | For | For |
| COMPENSATION. | | | |
| 3. | RATIFY THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS OUR | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM. | | | |
| JOHNSON CONTROLS, INC. | | |
| Security | 478366107 | Meeting Type | Annual |
| Ticker Symbol | JCI | Meeting Date | 29-Jan-2014 |
| ISIN | US4783661071 | Agenda | 933907000 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1. | DIRECTOR | | Management | | |
| 1 | NATALIE A. BLACK | | For | For |
| 2 | RAYMOND L. CONNER | | For | For |
| 3 | WILLIAM H. LACY | | For | For |
| 4 | ALEX A. MOLINAROLI | | For | For |
| 2. | RATIFY THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS | | | |
| INDEPENDENT AUDITORS FOR 2014. | | | |
| 3. | APPROVE ON AN ADVISORY BASIS NAMED | Management | Against | Against |
| EXECUTIVE OFFICER COMPENSATION. | | | |
Page 9 of 43
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2013 to 06/30/2014
| VISA INC. | | |
| Security | 92826C839 | Meeting Type | Annual |
| Ticker Symbol | V | Meeting Date | 29-Jan-2014 |
| ISIN | US92826C8394 | Agenda | 933909066 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: MARY B. | Management | For | For |
| CRANSTON | | | |
| 1B. | ELECTION OF DIRECTOR: FRANCISCO | Management | For | For |
| JAVIER FERNANDEZ-CARBAJAL | | | |
| 1C. | ELECTION OF DIRECTOR: ALFRED F. KELLY, | Management | For | For |
| JR. | | | |
| 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: CHARLES W. | Management | For | For |
| SCHARF | | | |
| 1I. | ELECTION OF DIRECTOR: WILLIAM S. | Management | For | For |
| SHANAHAN | | | |
| 1J. | ELECTION OF DIRECTOR: JOHN A.C. | Management | For | For |
| SWAINSON | | | |
| 1K. | ELECTION OF DIRECTOR: MAYNARD G. | Management | For | For |
| WEBB, JR. | | | |
| 2. | APPROVAL, ON AN ADVISORY BASIS, OF | Management | For | For |
| THE COMPENSATION OF THE COMPANY'S | | | |
| NAMED EXECUTIVE OFFICERS. | | | |
| 3. | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| KPMG LLP AS THE COMPANY'S | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR FISCAL YEAR 2014. | | | |
| EMERSON ELECTRIC CO. | | |
| Security | 291011104 | Meeting Type | Annual |
| Ticker Symbol | EMR | Meeting Date | 04-Feb-2014 |
| ISIN | US2910111044 | Agenda | 933908292 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1. | DIRECTOR | | Management | | |
| 1 | D.N. FARR* | | For | For |
| 2 | H. GREEN* | | For | For |
| 3 | C.A. PETERS* | | For | For |
| 4 | J.W. PRUEHER* | | For | For |
| 5 | A.A. BUSCH III# | | For | For |
| 6 | J.S. TURLEY# | | For | For |
| 2. | APPROVAL, BY NON-BINDING ADVISORY | Management | Against | Against |
| VOTE, OF EMERSON ELECTRIC CO. | | | |
| EXECUTIVE COMPENSATION. | | | |
| 3. | RATIFICATION OF KPMG LLP AS | Management | For | For |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM. | | | |
| 4. | APPROVAL OF THE STOCKHOLDER | Shareholder | Against | For |
| PROPOSAL REQUESTING ISSUANCE OF A | | | |
| SUSTAINABILITY REPORT AS DESCRIBED IN | | | |
| THE PROXY STATEMENT. | | | |
| 5. | APPROVAL OF THE STOCKHOLDER | Shareholder | For | Against |
| PROPOSAL REQUESTING ISSUANCE OF A | | | |
| POLITICAL CONTRIBUTIONS REPORT AS | | | |
| DESCRIBED IN THE PROXY STATEMENT. | | | |
| 6. | APPROVAL OF THE STOCKHOLDER | Shareholder | Against | For |
| PROPOSAL REQUESTING ISSUANCE OF A | | | |
| LOBBYING REPORT AS DESCRIBED IN THE | | | |
| PROXY STATEMENT. | | | |
Page 10 of 43
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2013 to 06/30/2014
| ROCKWELL AUTOMATION, INC. | | |
| Security | 773903109 | Meeting Type | Annual |
| Ticker Symbol | ROK | Meeting Date | 04-Feb-2014 |
| ISIN | US7739031091 | Agenda | 933910653 - Management |
| Item | Proposal | Type | Vote | For/Against |
| A. | DIRECTOR | | Management | | |
| 1 | STEVEN R. KALMANSON | | For | For |
| 2 | JAMES P. KEANE | | For | For |
| 3 | DONALD R. PARFET | | 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. | | | |
| D. | SHAREHOLDER PROPOSAL REQUESTING | Shareholder | Against | For |
| MAJORITY VOTING IN ELECTIONS OF | | | |
| DIRECTORS. | | | |
| HOLOGIC, INC. | | |
| Security | 436440101 | Meeting Type | Annual |
| Ticker Symbol | HOLX | Meeting Date | 04-Mar-2014 |
| ISIN | US4364401012 | Agenda | 933916744 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1. | DIRECTOR | | Management | | |
| 1 | JONATHAN CHRISTODORO | | For | For |
| 2 | SALLY W. CRAWFORD | | For | For |
| 3 | SCOTT T. GARRETT | | For | For |
| 4 | DAVID R. LAVANCE, JR. | | For | For |
| 5 | NANCY L. LEAMING | | For | For |
| 6 | LAWRENCE M. LEVY | | For | For |
| 7 | STEPHEN P. MACMILLAN | | For | For |
| 8 | SAMUEL MERKSAMER | | For | For |
| 9 | CHRISTIANA STAMOULIS | | For | For |
| 10 | ELAINE S. ULLIAN | | For | For |
| 11 | WAYNE WILSON | | For | For |
| 2. | A NON-BINDING ADVISORY RESOLUTION TO | Management | For | For |
| APPROVE EXECUTIVE COMPENSATION. | | | |
| 3. | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| ERNST & YOUNG LLP AS THE COMPANY'S | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR FISCAL 2014. | | | |
| QUALCOMM INCORPORATED | | |
| Security | 747525103 | Meeting Type | Annual |
| Ticker Symbol | QCOM | Meeting Date | 04-Mar-2014 |
| ISIN | US7475251036 | Agenda | 933916150 - Management |
| Item | Proposal | | Type | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: BARBARA T. | Management | Against | Against |
| ALEXANDER | | | |
| 1B. | ELECTION OF DIRECTOR: DONALD G. | Management | Against | Against |
| CRUICKSHANK | | | |
| 1C. | ELECTION OF DIRECTOR: RAYMOND V. | Management | Against | Against |
| DITTAMORE | | | |
| 1D. | ELECTION OF DIRECTOR: SUSAN | Management | Against | Against |
| HOCKFIELD | | | |
| 1E. | ELECTION OF DIRECTOR: THOMAS W. | Management | Against | Against |
| HORTON | | | |
| 1F. | ELECTION OF DIRECTOR: PAUL E. JACOBS | Management | Against | Against |
| 1G. | ELECTION OF DIRECTOR: SHERRY LANSING | Management | Against | Against |
| 1H. | ELECTION OF DIRECTOR: STEVEN M. | Management | Against | Against |
| MOLLENKOPF | | | |
| 1I. | ELECTION OF DIRECTOR: DUANE A. NELLES | Management | Against | Against |
| 1J. | ELECTION OF DIRECTOR: CLARK T. RANDT, | Management | Against | Against |
| JR. | | | |
| 1K. | ELECTION OF DIRECTOR: FRANCISCO ROS | Management | Against | Against |
| 1L. | ELECTION OF DIRECTOR: JONATHAN J. | Management | Against | Against |
| RUBINSTEIN | | | |
| 1M. | ELECTION OF DIRECTOR: BRENT | Management | Against | Against |
| SCOWCROFT | | | |
| 1N. | ELECTION OF DIRECTOR: MARC I. STERN | Management | Against | Against |
| 2. | TO RATIFY THE SELECTION OF | Management | Against | Against |
| PRICEWATERHOUSECOOPERS LLP AS OUR | | | |
| INDEPENDENT PUBLIC ACCOUNTANTS FOR | | | |
| OUR FISCAL YEAR ENDING SEPTEMBER 28, | | | |
| 2014. | | | |
| 3. | ADVISORY VOTE TO APPROVE OUR | Management | Against | Against |
| EXECUTIVE COMPENSATION. | | | |
| 4. | ADVISORY VOTE ON THE FREQUENCY OF | Management | 1 Year | For |
| FUTURE ADVISORY VOTES ON EXECUTIVE | | | |
| COMPENSATION. | | | |
Page 11 of 43
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2013 to 06/30/2014
| HELMERICH & PAYNE, INC. | | |
| Security | 423452101 | Meeting Type | Annual |
| Ticker Symbol | HP | Meeting Date | 05-Mar-2014 |
| ISIN | US4234521015 | Agenda | 933917328 - Management |
| Item | Proposal | | Type | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: HANS HELMERICH | Management | Against | Against |
| 1B. | ELECTION OF DIRECTOR: JOHN W. LINDSAY | Management | Against | Against |
| 1C. | ELECTION OF DIRECTOR: PAULA MARSHALL | Management | Against | Against |
| 1D. | ELECTION OF DIRECTOR: RANDY A. FOUTCH | Management | Against | Against |
| 1E. | ELECTION OF DIRECTOR: JOHN D. ZEGLIS | Management | Against | Against |
| 1F. | ELECTION OF DIRECTOR: WILLIAM L. | Management | Against | Against |
| ARMSTRONG | | | |
| 1G. | ELECTION OF DIRECTOR: THOMAS A. | Management | Against | Against |
| PETRIE | | | |
| 2. | RATIFICATION OF ERNST & YOUNG LLP AS | Management | For | For |
| AUDITORS FOR 2014. | | | |
| 3. | ADVISORY VOTE ON EXECUTIVE | Management | For | For |
| COMPENSATION. | | | |
| THE WALT DISNEY COMPANY | | |
| Security | 254687106 | Meeting Type | Annual |
| Ticker Symbol | DIS | Meeting Date | 18-Mar-2014 |
| ISIN | US2546871060 | Agenda | 933918736 - Management |
| Item | Proposal | | Type | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: SUSAN E. ARNOLD | Management | Against | Against |
| 1B. | ELECTION OF DIRECTOR: JOHN S. CHEN | Management | Against | Against |
| 1C. | ELECTION OF DIRECTOR: JACK DORSEY | Management | Against | Against |
| 1D. | ELECTION OF DIRECTOR: ROBERT A. IGER | Management | Against | Against |
| 1E. | ELECTION OF DIRECTOR: FRED H. | Management | Against | Against |
| LANGHAMMER | | | |
| 1F. | ELECTION OF DIRECTOR: AYLWIN B. LEWIS | Management | Against | Against |
| 1G. | ELECTION OF DIRECTOR: MONICA C. | Management | Against | Against |
| LOZANO | | | |
| 1H. | ELECTION OF DIRECTOR: ROBERT W. | Management | Against | Against |
| MATSCHULLAT | | | |
| 1I. | ELECTION OF DIRECTOR: SHERYL K. | Management | Against | Against |
| SANDBERG | | | |
| 1J. | ELECTION OF DIRECTOR: ORIN C. SMITH | Management | Against | Against |
| 2. | TO RATIFY THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS THE | | | |
| COMPANY'S REGISTERED PUBLIC | | | |
| ACCOUNTANTS FOR 2014. | | | |
| 3. | TO APPROVE THE ADVISORY RESOLUTION | Management | Against | Against |
| ON EXECUTIVE COMPENSATION. | | | |
| 4. | TO APPROVE AN AMENDMENT TO THE | Management | For | For |
| COMPANY'S RESTATED CERTIFICATE OF | | | |
| INCORPORATION. | | | |
| 5. | TO APPROVE THE SHAREHOLDER | Shareholder | Against | For |
| PROPOSAL RELATING TO PROXY ACCESS. | | | |
| 6. | TO APPROVE THE SHAREHOLDER | Shareholder | For | Against |
| PROPOSAL RELATING TO ACCELERATION | | | |
| OF EQUITY AWARDS. | | | |
Page 12 of 43
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2013 to 06/30/2014
| HEWLETT-PACKARD COMPANY | | |
| Security | 428236103 | Meeting Type | Annual |
| Ticker Symbol | HPQ | Meeting Date | 19-Mar-2014 |
| ISIN | US4282361033 | Agenda | 933921098 - Management |
| Item | Proposal | | Type | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: M.L. ANDREESSEN | Management | Against | Against |
| 1B. | ELECTION OF DIRECTOR: S. BANERJI | Management | Against | Against |
| 1C. | ELECTION OF DIRECTOR: R.R. BENNETT | Management | Against | Against |
| 1D. | ELECTION OF DIRECTOR: R.L. GUPTA | Management | Against | Against |
| 1E. | ELECTION OF DIRECTOR: R.J. LANE | Management | Against | Against |
| 1F. | ELECTION OF DIRECTOR: A.M. LIVERMORE | Management | Against | Against |
| 1G. | ELECTION OF DIRECTOR: R.E. OZZIE | Management | Against | Against |
| 1H. | ELECTION OF DIRECTOR: G.M. REINER | Management | Against | Against |
| 1I. | ELECTION OF DIRECTOR: P.F. RUSSO | Management | Against | Against |
| 1J. | ELECTION OF DIRECTOR: J.A. SKINNER | Management | Against | Against |
| 1K. | ELECTION OF DIRECTOR: M.C. WHITMAN | Management | Against | Against |
| 1L. | ELECTION OF DIRECTOR: R.V. WHITWORTH | Management | Against | Against |
| 2. | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| THE INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR THE FISCAL YEAR | | | |
| ENDING OCTOBER 31, 2014. | | | |
| 3. | ADVISORY VOTE TO APPROVE EXECUTIVE | Management | For | For |
| COMPENSATION. | | | |
| 4. | STOCKHOLDER PROPOSAL RELATED TO | Shareholder | Against | For |
| THE FORMATION OF A HUMAN RIGHTS | | | |
| COMMITTEE. | | | |
| SCHLUMBERGER LIMITED (SCHLUMBERGER N.V.) | | |
| Security | 806857108 | Meeting Type | Annual |
| Ticker Symbol | SLB | Meeting Date | 09-Apr-2014 |
| ISIN | AN8068571086 | Agenda | 933927040 - Management |
| Item | Proposal | | Type | Vote | For/Against |
| 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: MAUREEN | Management | For | For |
| KEMPSTON DARKES | | | |
| 1E. | ELECTION OF DIRECTOR: PAAL KIBSGAARD | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: NIKOLAY | Management | For | For |
| KUDRYAVTSEV | | | |
| 1G. | ELECTION OF DIRECTOR: MICHAEL E. | Management | For | For |
| MARKS | | | |
| 1H. | ELECTION OF DIRECTOR: LUBNA S. OLAYAN | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: LEO 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 2013 | Management | For | For |
| FINANCIAL STATEMENTS AND | | | |
| DECLARATIONS OF DIVIDENDS. | | | |
| 4. | TO APPROVE THE APPOINTMENT OF THE | Management | For | For |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM. | | | |
Page 13 of 43
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2013 to 06/30/2014
| NORTHERN TRUST CORPORATION | | |
| Security | 665859104 | Meeting Type | Annual |
| Ticker Symbol | NTRS | Meeting Date | 15-Apr-2014 |
| ISIN | US6658591044 | Agenda | 933929587 - Management |
| Item | Proposal | | Type | Vote | For/Against |
| 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 | JOSE LUIS PRADO | | For | For |
| 7 | JOHN W. ROWE | | For | For |
| 8 | MARTIN P. SLARK | | For | For |
| 9 | DAVID H. B. SMITH, JR. | | For | For |
| 10 | CHARLES A. TRIBBETT III | | For | For |
| 11 | FREDERICK H. WADDELL | | For | For |
| 2. | APPROVAL, BY AN ADVISORY VOTE, OF THE | Management | For | For |
| 2013 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, 2014. | | | |
| 4. | STOCKHOLDER PROPOSAL REGARDING | Shareholder | For | Against |
| ADDITIONAL DISCLOSURE OF POLITICAL | | | |
| AND LOBBYING CONTRIBUTIONS, IF | | | |
| PROPERLY PRESENTED AT THE ANNUAL | | | |
| MEETING. | | | |
| ASSOCIATED BANC-CORP | | |
| Security | 045487105 | Meeting Type | Annual |
| Ticker Symbol | ASBC | Meeting Date | 22-Apr-2014 |
| ISIN | US0454871056 | Agenda | 933936431 - Management |
| Item | Proposal | | Type | Vote | For/Against |
| 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 | CORY L. NETTLES | | For | For |
| 10 | J. DOUGLAS QUICK | | For | For |
| 11 | KAREN T. VAN LITH | | For | For |
| 12 | JOHN (JAY) B. WILLIAMS | | For | For |
| 2 | ADVISORY APPROVAL OF ASSOCIATED | Management | For | For |
| BANC-CORP'S NAMED EXECUTIVE OFFICER | | | |
| COMPENSATION. | | | |
| 3 | 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, 2014. | | | |
Page 14 of 43
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2013 to 06/30/2014
| CITIGROUP INC. | | |
| Security | 172967424 | Meeting Type | Annual |
| Ticker Symbol | C | Meeting Date | 22-Apr-2014 |
| ISIN | US1729674242 | Agenda | 933933637 - Management |
| Item | Proposal | | Type | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: MICHAEL L. | Management | For | For |
| CORBAT | | | |
| 1B. | ELECTION OF DIRECTOR: DUNCAN P. | Management | For | For |
| HENNES | | | |
| 1C. | ELECTION OF DIRECTOR: FRANZ B. HUMER | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: EUGENE M. | Management | For | For |
| MCQUADE | | | |
| 1E. | ELECTION OF DIRECTOR: MICHAEL E. | Management | For | For |
| O'NEILL | | | |
| 1F. | ELECTION OF DIRECTOR: GARY M. REINER | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: JUDITH RODIN | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: ROBERT L. RYAN | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: ANTHONY M. | Management | For | For |
| SANTOMERO | | | |
| 1J. | ELECTION OF DIRECTOR: JOAN E. SPERO | Management | For | For |
| 1K. | ELECTION OF DIRECTOR: DIANA L. TAYLOR | Management | For | For |
| 1L. | ELECTION OF DIRECTOR: WILLIAM S. | Management | For | For |
| THOMPSON, JR. | | | |
| 1M. | ELECTION OF DIRECTOR: JAMES S. TURLEY | Management | For | For |
| 1N. | 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 2014. | | | |
| 3. | ADVISORY APPROVAL OF CITI'S 2013 | Management | Against | Against |
| EXECUTIVE COMPENSATION. | | | |
| 4. | APPROVAL OF THE CITIGROUP 2014 STOCK | Management | For | For |
| INCENTIVE PLAN. | | | |
| 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 | For | Against |
| 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. | | | |
| 8. | STOCKHOLDER PROPOSAL REQUESTING | Shareholder | Against | For |
| PROXY ACCESS FOR SHAREHOLDERS. | | | |
| HANESBRANDS INC. | | |
| Security | 410345102 | Meeting Type | Annual |
| Ticker Symbol | HBI | Meeting Date | 22-Apr-2014 |
| ISIN | US4103451021 | Agenda | 933930617 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1. | DIRECTOR | | Management | | |
| 1 | BOBBY J. GRIFFIN | | For | For |
| 2 | JAMES C. JOHNSON | | For | For |
| 3 | JESSICA T. MATHEWS | | For | For |
| 4 | ROBERT F. MORAN | | 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, ON AN ADVISORY BASIS, | Management | For | For |
| EXECUTIVE COMPENSATION AS DESCRIBED | | | |
| IN THE PROXY STATEMENT FOR THE | | | |
| ANNUAL MEETING | | | |
| 3. | TO RATIFY THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS | | | |
| HANESBRANDS' INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM | | | |
| FOR HANESBRANDS' 2014 FISCAL YEAR | | | |
Page 15 of 43
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2013 to 06/30/2014
| NOBLE ENERGY, INC. | | |
| Security | 655044105 | Meeting Type | Annual |
| Ticker Symbol | NBL | Meeting Date | 22-Apr-2014 |
| ISIN | US6550441058 | Agenda | 933957803 - Management |
| Item | Proposal | | Type | Vote | For/Against |
| 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 | For | For |
| VOTE, THE COMPENSATION OF THE | | | |
| COMPANY'S NAMED EXECUTIVE OFFICERS. | | | |
| SUNTRUST BANKS, INC. | | |
| | | |
| Security | 867914103 | Meeting Type | Annual |
| Ticker Symbol | STI | Meeting Date | 22-Apr-2014 |
| ISIN | US8679141031 | Agenda | 933927052 - Management |
| Item | Proposal | | Type | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: ROBERT M. BEALL, | Management | For | For |
| II | | | |
| 1B. | ELECTION OF DIRECTOR: DAVID H. HUGHES | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: M. DOUGLAS | Management | For | For |
| IVESTER | | | |
| 1D. | ELECTION OF DIRECTOR: KYLE PRECHTL | Management | For | For |
| LEGG | | | |
| 1E. | ELECTION OF DIRECTOR: WILLIAM A. | Management | For | For |
| LINNENBRINGER | | | |
| 1F. | ELECTION OF DIRECTOR: DONNA S. MOREA | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: DAVID M. | Management | For | For |
| RATCLIFFE | | | |
| 1H. | ELECTION OF DIRECTOR: WILLIAM H. | Management | For | For |
| ROGERS, JR. | | | |
| 1I. | ELECTION OF DIRECTOR: FRANK P. | Management | For | For |
| SCRUGGS, JR. | | | |
| 1J. | ELECTION OF DIRECTOR: THOMAS R. | Management | For | For |
| WATJEN | | | |
| 1K. | ELECTION OF DIRECTOR: DR. PHAIL WYNN, | Management | For | For |
| JR. | | | |
| 2. | TO APPROVE, ON AN ADVISORY BASIS, THE | Management | Against | Against |
| COMPANY'S EXECUTIVE COMPENSATION. | | | |
| 3. | TO APPROVE AN AMENDMENT TO THE | Management | For | For |
| SUNTRUST BANKS, INC. 2009 STOCK PLAN. | | | |
| 4. | TO APPROVE THE MATERIAL TERMS OF THE | Management | Against | Against |
| SUNTRUST BANKS, INC. 2009 STOCK PLAN. | | | |
| 5. | TO APPROVE THE MATERIAL TERMS OF THE | Management | Against | Against |
| SUNTRUST BANKS, INC. ANNUAL INCENTIVE | | | |
| PLAN. | | | |
| 6. | TO RATIFY THE APPOINTMENT OF ERNST & | Management | For | For |
| YOUNG LLP AS OUR INDEPENDENT | | | |
| AUDITOR FOR 2014. | | | |
Page 16 of 43
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2013 to 06/30/2014
| THE PNC FINANCIAL SERVICES GROUP, INC. | | |
| Security | 693475105 | Meeting Type | Annual |
| Ticker Symbol | PNC | Meeting Date | 22-Apr-2014 |
| ISIN | US6934751057 | Agenda | 933934576 - Management |
| Item | Proposal | | Type | Vote | For/Against |
| 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: ANDREW T. | Management | For | For |
| FELDSTEIN | | | |
| 1F. | ELECTION OF DIRECTOR: KAY COLES | Management | For | For |
| JAMES | | | |
| 1G. | ELECTION OF DIRECTOR: RICHARD B. | Management | For | For |
| KELSON | | | |
| 1H. | ELECTION OF DIRECTOR: ANTHONY A. | Management | For | For |
| MASSARO | | | |
| 1I. | ELECTION OF DIRECTOR: JANE G. PEPPER | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: DONALD J. | Management | For | For |
| SHEPARD | | | |
| 1K. | ELECTION OF DIRECTOR: LORENE K. | Management | For | For |
| STEFFES | | | |
| 1L. | ELECTION OF DIRECTOR: DENNIS F. STRIGL | Management | For | For |
| 1M. | ELECTION OF DIRECTOR: THOMAS J. USHER | Management | For | For |
| 1N. | ELECTION OF DIRECTOR: GEORGE H. | Management | For | For |
| WALLS, JR. | | | |
| 1O. | 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 2014. | | | |
| 3. | ADVISORY VOTE TO APPROVE NAMED | Management | Against | Against |
| 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. | | | |
| GENERAL ELECTRIC COMPANY | | |
| Security | 369604103 | Meeting Type | Annual |
| Ticker Symbol | GE | Meeting Date | 23-Apr-2014 |
| ISIN | US3696041033 | Agenda | 933932534 - Management |
| Item | Proposal | | Type | Vote | For/Against |
| 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 J. | 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: ROCHELLE B. | Management | For | For |
| LAZARUS | | | |
| A12 | ELECTION OF DIRECTOR: JAMES J. MULVA | Management | For | For |
| A13 | ELECTION OF DIRECTOR: JAMES E. ROHR | 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 AUDITOR FOR 2014 | | | |
| C1 | CUMULATIVE VOTING | Shareholder | For | Against |
| C2 | SENIOR EXECUTIVES HOLD OPTION | Shareholder | Against | For |
| SHARES FOR LIFE | | | |
| C3 | MULTIPLE CANDIDATE ELECTIONS | Shareholder | Against | For |
| C4 | RIGHT TO ACT BY WRITTEN CONSENT | Shareholder | Against | For |
| C5 | CESSATION OF ALL STOCK OPTIONS AND | Shareholder | Against | For |
| BONUSES | | | |
| C6 | SELL THE COMPANY | Shareholder | Against | For |
Page 17 of 43
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2013 to 06/30/2014
| JOHNSON & JOHNSON | | |
| Security | 478160104 | Meeting Type | Annual |
| Ticker Symbol | JNJ | Meeting Date | 24-Apr-2014 |
| ISIN | US4781601046 | Agenda | 933933548 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 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: SUSAN L. | Management | For | For |
| LINDQUIST | | | |
| 1F. | ELECTION OF DIRECTOR: MARK B. | Management | For | For |
| MCCLELLAN | | | |
| 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 | Against | Against |
| EXECUTIVE OFFICER COMPENSATION | | | |
| 3. | RATIFICATION OF APPOINTMENT OF | Management | For | For |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR 2014 | | | |
| 4. | SHAREHOLDER PROPOSAL - EXECUTIVES | Shareholder | Against | For |
| TO RETAIN SIGNIFICANT STOCK | | | |
| HARLEY-DAVIDSON, INC. | | |
| Security | 412822108 | Meeting Type | Annual |
| Ticker Symbol | HOG | Meeting Date | 26-Apr-2014 |
| ISIN | US4128221086 | Agenda | 933934540 - Management |
| Item | Proposal | | Type | Vote | For/Against |
| 1. | DIRECTOR | | Management | | |
| 1 | BARRY K. ALLEN | | For | For |
| 2 | R. JOHN ANDERSON | | For | For |
| 3 | RICHARD I. BEATTIE | | For | For |
| 4 | MICHAEL J. CAVE | | For | For |
| 5 | GEORGE H. CONRADES | | For | For |
| 6 | DONALD A. JAMES | | For | For |
| 7 | SARA L. LEVINSON | | For | For |
| 8 | N. THOMAS LINEBARGER | | For | For |
| 9 | GEORGE L. MILES, JR. | | For | For |
| 10 | JAMES A. NORLING | | For | For |
| 11 | KEITH E. WANDELL | | For | For |
| 12 | JOCHEN ZEITZ | | For | For |
| 2. | APPROVAL OF THE HARLEY-DAVIDSON, INC. | Management | For | For |
| 2014 INCENTIVE STOCK PLAN. | | | |
| 3. | APPROVAL, BY ADVISORY VOTE, OF THE | Management | For | For |
| COMPENSATION OF OUR NAMED | | | |
| EXECUTIVE OFFICERS. | | | |
| 4. | RATIFICATION OF SELECTION OF ERNST & | Management | For | For |
| YOUNG LLP, INDEPENDENT REGISTERED | | | |
| PUBLIC ACCOUNTING FIRM, TO BE THE | | | |
| AUDITORS. | | | | |
| 5. | SHAREHOLDER PROPOSAL REGARDING | Shareholder | Against | For |
| MAJORITY VOTING. | | | |
Page 18 of 43
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2013 to 06/30/2014
| FIRST HORIZON NATIONAL CORPORATION | | |
| Security | 320517105 | Meeting Type | Annual |
| Ticker Symbol | FHN | Meeting Date | 29-Apr-2014 |
| ISIN | US3205171057 | Agenda | 933936568 - Management |
| Item | Proposal | | Type | Vote | For/Against |
| 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. | | | |
| ABB LTD | | |
| Security | 000375204 | Meeting Type | Annual |
| Ticker Symbol | ABB | Meeting Date | 30-Apr-2014 |
| ISIN | US0003752047 | Agenda | 933974099 - Management |
| Item | Proposal | | Type | Vote | For/Against |
| 2.1 | APPROVAL OF THE ANNUAL REPORT, THE | Management | For | For |
| CONSOLIDATED FINANCIAL STATEMENTS, | | | |
| AND THE ANNUAL FINANCIAL STATEMENTS | | | |
| FOR 2013 | | | |
| 2.2 | CONSULTATIVE VOTE ON THE 2013 | 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. | CREATION OF ADDITIONAL CONTINGENT | Management | For | For |
| SHARE CAPITAL IN CONNECTION WITH | | | |
| EMPLOYEE PARTICIPATION | | | |
| 6. | REVISION OF THE ARTICLES OF | Management | For | For |
| INCORPORATION | | | |
| 7.1 | ELECT ROGER AGNELLI AS MEMBER TO THE | Management | For | For |
| BOARD OF DIRECTOR | | | |
| 7.2 | ELECT MATTI ALAHUHTA AS MEMBER TO | Management | For | For |
| THE BOARD OF DIRECTOR | | | |
| 7.3 | ELECT LOUIS R. HUGHES AS MEMBER TO | Management | For | For |
| THE BOARD OF DIRECTOR | | | |
| 7.4 | ELECT MICHEL DE ROSEN AS MEMBER TO | Management | For | For |
| THE BOARD OF DIRECTOR | | | |
| 7.5 | ELECT MICHAEL TRESCHOW AS MEMBER | Management | For | For |
| TO THE BOARD OF DIRECTOR | | | |
| 7.6 | ELECT JACOB WALLENBERG AS MEMBER | Management | For | For |
| TO THE BOARD OF DIRECTOR | | | |
| 7.7 | ELECT YING YEH AS MEMBER TO THE | Management | For | For |
| BOARD OF DIRECTOR | | | |
| 7.8 | ELECT HUBERTUS VON GRUNBERG AS | Management | For | For |
| MEMBER AND CHAIRMAN OF THE BOARD | | | |
| 8.1 | ELECTIONS TO THE COMPENSATION | Management | For | For |
| COMMITTEE: MICHEL DE ROSEN | | | |
| 8.2 | ELECTIONS TO THE COMPENSATION | Management | For | For |
| COMMITTEE: MICHEL TRESCHOW | | | |
| 8.3 | ELECTIONS TO THE COMPENSATION | Management | For | For |
| COMMITTEE: YING YEH | | | |
| 9. | ELECTION OF THE INDEPENDENT PROXY | Management | For | For |
| DR. HANS ZEHNDER | | | |
| 10. | RE-ELECTION OF THE AUDITORS ERNST & | Management | For | For |
| YOUNG AG | | | |
Page 19 of 43
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2013 to 06/30/2014
| EMC CORPORATION | | |
| Security | 268648102 | Meeting Type | Annual |
| Ticker Symbol | EMC | Meeting Date | 30-Apr-2014 |
| ISIN | US2686481027 | Agenda | 933944159 - Management |
| Item | Proposal | | Type | Vote | For/Against |
| 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: WILLIAM D. GREEN | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: EDMUND F. KELLY | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: JAMI MISCIK | 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. | | | |
| 3. | ADVISORY APPROVAL OF OUR EXECUTIVE | Management | For | For |
| COMPENSATION, AS DESCRIBED IN EMC'S | | | |
| PROXY STATEMENT. | | | |
| 4. | TO ACT UPON A SHAREHOLDER PROPOSAL | Shareholder | Against | For |
| RELATING TO AN INDEPENDENT BOARD | | | |
| CHAIRMAN, AS DESCRIBED IN EMC'S PROXY | | | |
| STATEMENT. | | | |
| 5. | TO ACT UPON A SHAREHOLDER PROPOSAL | Shareholder | For | Against |
| RELATING TO POLITICAL CONTRIBUTIONS, | | | |
| AS DESCRIBED IN EMC'S PROXY | | | |
| STATEMENT. | | | |
| MOBILE MINI, INC. | | |
| Security | 60740F105 | Meeting Type | Annual |
| Ticker Symbol | MINI | Meeting Date | 30-Apr-2014 |
| ISIN | US60740F1057 | Agenda | 933940404 - Management |
| Item | Proposal | | Type | Vote | For/Against |
| 1.1 | ELECTION OF DIRECTOR: MICHAEL L. | Management | For | For |
| WATTS | | | |
| 1.2 | ELECTION OF DIRECTOR: ERIK OLSSON | Management | For | For |
| 2. | RATIFICATION OF THE RETENTION OF KPMG | Management | For | For |
| LLP AS THE COMPANY'S INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM | | | |
| FOR THE YEAR ENDING DECEMBER 31, 2014. | | | |
| 3. | ADVISORY VOTE ON EXECUTIVE | Management | Against | Against |
| COMPENSATION. | | | |
Page 20 of 43
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2013 to 06/30/2014
| MSCI INC. | | |
| Security | 55354G100 | Meeting Type | Annual |
| Ticker Symbol | MSCI | Meeting Date | 30-Apr-2014 |
| ISIN | US55354G1004 | Agenda | 933940795 - Management |
| Item | Proposal | | Type | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: HENRY A. | Management | For | For |
| FERNANDEZ | | | |
| 1B. | ELECTION OF DIRECTOR: ROBERT G. ASHE | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: BENJAMIN F. | Management | For | For |
| DUPONT | | | |
| 1D. | ELECTION OF DIRECTOR: ALICE W. HANDY | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: CATHERINE R. | Management | For | For |
| KINNEY | | | |
| 1F. | ELECTION OF DIRECTOR: LINDA H. RIEFLER | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: GEORGE W. | Management | For | For |
| SIGULER | | | |
| 1H. | ELECTION OF DIRECTOR: PATRICK TIERNEY | Management | For | For |
| 1I. | 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 | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS | | | |
| INDEPENDENT AUDITOR. | | | |
| EOG RESOURCES, INC. | | |
| Security | 26875P101 | Meeting Type | Annual |
| Ticker Symbol | EOG | Meeting Date | 01-May-2014 |
| ISIN | US26875P1012 | Agenda | 933953792 - Management |
| Item | Proposal | | Type | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: JANET F. CLARK | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: CHARLES R. | Management | For | For |
| CRISP | | | |
| 1C. | ELECTION OF DIRECTOR: JAMES C. DAY | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: MARK G. PAPA | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: H. LEIGHTON | Management | For | For |
| STEWARD | | | |
| 1F. | ELECTION OF DIRECTOR: DONALD F. | Management | For | For |
| TEXTOR | | | |
| 1G. | ELECTION OF DIRECTOR: WILLIAM R. | Management | For | For |
| THOMAS | | | |
| 1H. | ELECTION OF DIRECTOR: FRANK G. WISNER | Management | For | For |
| 2. | TO RATIFY THE APPOINTMENT BY THE | Management | For | For |
| AUDIT COMMITTEE OF THE BOARD OF | | | |
| DIRECTORS OF DELOITTE & TOUCHE LLP, | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM, AS AUDITORS FOR THE | | | |
| COMPANY FOR THE YEAR ENDING | | | |
| DECEMBER 31, 2014. | | | |
| 3. | TO APPROVE, BY NON-BINDING VOTE, THE | Management | For | For |
| COMPENSATION OF THE COMPANY'S | | | |
| NAMED EXECUTIVE OFFICERS. | | | |
| 4. | STOCKHOLDER PROPOSAL CONCERNING | Shareholder | Against | For |
| QUANTITATIVE RISK MANAGEMENT | | | |
| REPORTING FOR HYDRAULIC FRACTURING | | | |
| OPERATIONS, IF PROPERLY PRESENTED. | | | |
| 5. | STOCKHOLDER PROPOSAL CONCERNING A | Shareholder | Against | For |
| METHANE EMISSIONS REPORT, IF | | | |
| PROPERLY PRESENTED. | | | |
Page 21 of 43
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2013 to 06/30/2014
| ILLINOIS TOOL WORKS INC. | | |
| Security | 452308109 | Meeting Type | Annual |
| Ticker Symbol | ITW | Meeting Date | 02-May-2014 |
| ISIN | US4523081093 | Agenda | 933936316 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 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 2014. | | | |
| 3. | ADVISORY VOTE TO APPROVE EXECUTIVE | Management | For | For |
| COMPENSATION. | | | |
| 4. | APPROVAL OF THE AMENDMENTS TO THE | Management | For | For |
| COMPANY'S RESTATED CERTIFICATE OF | | | |
| INCORPORATION TO ELIMINATE | | | |
| SUPERMAJORITY VOTING REQUIREMENTS. | | | |
| 5. | APPROVAL OF THE AMENDMENTS TO THE | Management | For | For |
| COMPANY'S RESTATED CERTIFICATE OF | | | |
| INCORPORATION TO ELIMINATE | | | |
| PROVISIONS REGARDING BOARD SIZE. | | | |
| AFLAC INCORPORATED | | |
| Security | 001055102 | Meeting Type | Annual |
| Ticker Symbol | AFL | Meeting Date | 05-May-2014 |
| ISIN | US0010551028 | Agenda | 933939956 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 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: BARBARA K. | Management | For | For |
| RIMER, DRPH | | | |
| 1K. | ELECTION OF DIRECTOR: MELVIN T. STITH | Management | For | For |
| 1L. | ELECTION OF DIRECTOR: DAVID GARY | Management | For | For |
| THOMPSON | | | |
| 1M. | 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, 2014 | | | |
Page 22 of 43
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2013 to 06/30/2014
| LKQ CORPORATION | | |
| Security | 501889208 | Meeting Type | Annual |
| Ticker Symbol | LKQ | Meeting Date | 05-May-2014 |
| ISIN | US5018892084 | Agenda | 933943335 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1.1 | ELECTION OF DIRECTOR: A. CLINTON ALLEN | Management | For | For |
| 1.2 | ELECTION OF DIRECTOR: RONALD G. | Management | For | For |
| FOSTER | | | |
| 1.3 | ELECTION OF DIRECTOR: JOSEPH M. | Management | For | For |
| HOLSTEN | | | |
| 1.4 | ELECTION OF DIRECTOR: BLYTHE J. | Management | For | For |
| MCGARVIE | | | |
| 1.5 | ELECTION OF DIRECTOR: PAUL M. MEISTER | Management | For | For |
| 1.6 | ELECTION OF DIRECTOR: JOHN F. O'BRIEN | Management | For | For |
| 1.7 | ELECTION OF DIRECTOR: GUHAN | Management | For | For |
| SUBRAMANIAN | | | |
| 1.8 | ELECTION OF DIRECTOR: ROBERT L. | Management | For | For |
| WAGMAN | | | |
| 1.9 | ELECTION OF DIRECTOR: WILLIAM M. | Management | For | For |
| WEBSTER, IV | | | |
| 2. | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| DELOITTE & TOUCHE LLP AS OUR | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR OUR FISCAL YEAR | | | |
| ENDING DECEMBER 31, 2014. | | | |
| 3. | APPROVAL, ON AN ADVISORY BASIS, OF | Management | For | For |
| THE COMPENSATION OF OUR NAMED | | | |
| EXECUTIVE OFFICERS. | | | |
| BAXTER INTERNATIONAL INC. | | |
| Security | 071813109 | Meeting Type | Annual |
| Ticker Symbol | BAX | Meeting Date | 06-May-2014 |
| ISIN | US0718131099 | Agenda | 933939487 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: WAYNE T. | Management | For | For |
| HOCKMEYER | | | |
| 1B. | ELECTION OF DIRECTOR: ROBERT L. | Management | For | For |
| PARKINSON, JR. | | | |
| 1C. | ELECTION OF DIRECTOR: THOMAS T. | Management | For | For |
| STALLKAMP | | | |
| 1D. | ELECTION OF DIRECTOR: ALBERT P.L. | Management | For | For |
| STROUCKEN | | | |
| 2. | RATIFICATION OF INDEPENDENT | Management | For | For |
| REGISTERED PUBLIC ACCOUNTING FIRM. | | | |
| 3. | APPROVAL OF NAMED EXECUTIVE OFFICER | Management | Against | Against |
| COMPENSATION. | | | |
| 4. | SHAREHOLDER PROPOSAL - RIGHT TO ACT | Shareholder | Against | For |
| BY WRITTEN CONSENT. | | | |
| 5. | SHAREHOLDER PROPOSAL - EXECUTIVES | Shareholder | Against | For |
| TO RETAIN SIGNIFICANT STOCK. | | | |
Page 23 of 43
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2013 to 06/30/2014
| DIAMONDROCK HOSPITALITY CO | | |
| Security | 252784301 | Meeting Type | Annual |
| Ticker Symbol | DRH | Meeting Date | 06-May-2014 |
| ISIN | US2527843013 | Agenda | 933956534 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 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, 2014 | | | |
| MASCO CORPORATION | | |
| Security | 574599106 | Meeting Type | Annual |
| Ticker Symbol | MAS | Meeting Date | 06-May-2014 |
| ISIN | US5745991068 | Agenda | 933958158 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: KEITH J. ALLMAN | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: VERNE G. ISTOCK | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: J. MICHAEL LOSH | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: CHRISTOPHER A. | Management | For | For |
| O'HERLIHY | | | |
| 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 2014. | | | |
| 4. | TO APPROVE THE COMPANY'S 2014 LONG | Management | For | For |
| TERM STOCK INCENTIVE PLAN. | | | |
| MAXWELL TECHNOLOGIES, INC. | | |
| Security | 577767106 | Meeting Type | Annual |
| Ticker Symbol | MXWL | Meeting Date | 06-May-2014 |
| ISIN | US5777671067 | Agenda | 933944654 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1. | DIRECTOR | | Management | | |
| 1 | ROBERT GUYETT | | For | For |
| 2 | YON YOON JORDEN | | For | For |
| 2 | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| BDO USA LLP AS OUR INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM | | | |
| FOR THE FISCAL YEAR ENDING DECEMBER | | | |
| 31, 2014. | | | |
| 3 | TO APPROVE, ON AN ADVISORY BASIS, OUR | Management | For | For |
| NAMED EXECUTIVE OFFICER | | | |
| COMPENSATION. | | | |
Page 24 of 43
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2013 to 06/30/2014
| ZIMMER HOLDINGS, INC. | | |
| Security | 98956P102 | Meeting Type | Annual |
| Ticker Symbol | ZMH | Meeting Date | 06-May-2014 |
| ISIN | US98956P1021 | Agenda | 933947600 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: CHRISTOPHER B. | Management | For | For |
| BEGLEY | | | |
| 1B. | ELECTION OF DIRECTOR: BETSY J. | Management | For | For |
| BERNARD | | | |
| 1C. | ELECTION OF DIRECTOR: PAUL M. BISARO | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: GAIL K. | Management | For | For |
| BOUDREAUX | | | |
| 1E. | ELECTION OF DIRECTOR: DAVID C. DVORAK | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: LARRY C. | Management | For | For |
| GLASSCOCK | | | |
| 1G. | ELECTION OF DIRECTOR: ROBERT A. | Management | For | For |
| HAGEMANN | | | |
| 1H. | ELECTION OF DIRECTOR: ARTHUR J. | Management | For | For |
| HIGGINS | | | |
| 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 2014 | | | |
| BANK OF AMERICA CORPORATION | | |
| Security | 060505104 | Meeting Type | Annual |
| Ticker Symbol | BAC | Meeting Date | 07-May-2014 |
| ISIN | US0605051046 | Agenda | 933948070 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 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: PIERRE J.P. DE | Management | For | For |
| WECK | | | |
| 1F. | ELECTION OF DIRECTOR: ARNOLD W. | Management | For | For |
| DONALD | | | |
| 1G. | ELECTION OF DIRECTOR: CHARLES K. | Management | For | For |
| GIFFORD | | | |
| 1H. | ELECTION OF DIRECTOR: CHARLES O. | Management | For | For |
| HOLLIDAY, JR. | | | |
| 1I. | ELECTION OF DIRECTOR: LINDA P. HUDSON | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: MONICA C. | Management | For | For |
| LOZANO | | | |
| 1K. | ELECTION OF DIRECTOR: THOMAS J. MAY | Management | For | For |
| 1L. | ELECTION OF DIRECTOR: BRIAN T. | Management | For | For |
| MOYNIHAN | | | |
| 1M. | ELECTION OF DIRECTOR: LIONEL L. | Management | For | For |
| NOWELL, III | | | |
| 1N. | ELECTION OF DIRECTOR: CLAYTON S. ROSE | Management | For | For |
| 1O. | ELECTION OF DIRECTOR: R. DAVID YOST | Management | For | For |
| 2. | AN ADVISORY (NON-BINDING) RESOLUTION | Management | Against | Against |
| TO APPROVE EXECUTIVE COMPENSATION | | | |
| (SAY ON PAY). | | | |
| 3. | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| OUR REGISTERED INDEPENDENT PUBLIC | | | |
| ACCOUNTING FIRM FOR 2014. | | | |
| 4. | APPROVAL OF AMENDMENT TO THE SERIES | Management | For | For |
| T PREFERRED STOCK. | | | |
| 5. | STOCKHOLDER PROPOSAL - CUMULATIVE | Shareholder | Against | For |
| VOTING IN DIRECTOR ELECTIONS. | | | |
| 6. | STOCKHOLDER PROPOSAL - PROXY | Shareholder | Against | For |
| ACCESS. | | | |
| 7. | STOCKHOLDER PROPOSAL - CLIMATE | Shareholder | Against | For |
| CHANGE REPORT. | | | |
| 8. | STOCKHOLDER PROPOSAL - LOBBYING | Shareholder | Against | For |
| REPORT. | | | |
Page 25 of 43
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2013 to 06/30/2014
| BRUNSWICK CORPORATION | | |
| Security | 117043109 | Meeting Type | Annual |
| Ticker Symbol | BC | Meeting Date | 07-May-2014 |
| ISIN | US1170431092 | Agenda | 933939728 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: NANCY E. | Management | For | For |
| COOPER | | | |
| 1B. | ELECTION OF DIRECTOR: DUSTAN E. | Management | For | For |
| MCCOY | | | |
| 1C. | ELECTION OF DIRECTOR: RALPH C. STAYER | Management | For | For |
| 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 2014 STOCK INCENTIVE | | | |
| PLAN. | | | |
| 4. | THE RATIFICATION OF THE AUDIT | Management | For | For |
| COMMITTEE'S APPOINTMENT OF DELOITTE | | | |
| & TOUCHE LLP AS THE COMPANY'S | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR THE FISCAL YEAR | | | |
| ENDING DECEMBER 31, 2014. | | | |
| DISCOVER FINANCIAL SERVICES | | |
| Security | 254709108 | Meeting Type | Annual |
| Ticker Symbol | DFS | Meeting Date | 07-May-2014 |
| ISIN | US2547091080 | Agenda | 933944250 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 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: CANDACE H. | Management | For | For |
| DUNCAN | | | |
| 1E. | ELECTION OF DIRECTOR: CYNTHIA A. | Management | For | For |
| GLASSMAN | | | |
| 1F. | ELECTION OF DIRECTOR: RICHARD H. | Management | For | For |
| LENNY | | | |
| 1G. | ELECTION OF DIRECTOR: THOMAS G. | Management | For | For |
| MAHERAS | | | |
| 1H. | ELECTION OF DIRECTOR: MICHAEL H. | Management | For | For |
| MOSKOW | | | |
| 1I. | ELECTION OF DIRECTOR: DAVID W. NELMS | 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 APPROVE THE AMENDMENT AND | Management | For | For |
| RESTATEMENT OF OUR OMNIBUS | | | |
| INCENTIVE PLAN. | | | |
| 4. | TO RATIFY THE APPOINTMENT OF DELOITTE | Management | For | For |
| & TOUCHE LLP AS THE COMPANY'S | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM. | | | |
| EXPRESS SCRIPTS HOLDING COMPANY | | |
| Security | 30219G108 | Meeting Type | Annual |
| Ticker Symbol | ESRX | Meeting Date | 07-May-2014 |
| ISIN | US30219G1085 | Agenda | 933941139 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 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: SEYMOUR | Management | For | For |
| STERNBERG | | | |
| 2. | TO RATIFY THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS THE | | | |
| COMPANY'S INDEPENDENT REGISTERED | | | |
| PUBLIC ACCOUNTANTS FOR 2014. | | | |
| 3. | TO APPROVE, BY NON-BINDING VOTE, | Management | Against | Against |
| EXECUTIVE COMPENSATION. | | | |
Page 26 of 43
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2013 to 06/30/2014
| PEPSICO, INC. | | |
| Security | 713448108 | Meeting Type | Annual |
| Ticker Symbol | PEP | Meeting Date | 07-May-2014 |
| ISIN | US7134481081 | Agenda | 933945860 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: SHONA L. BROWN | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: GEORGE W. | Management | For | For |
| BUCKLEY | | | |
| 1C. | ELECTION OF DIRECTOR: IAN M. COOK | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: DINA DUBLON | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: RONA A. | Management | For | For |
| FAIRHEAD | | | |
| 1F. | ELECTION OF DIRECTOR: RAY L. HUNT | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: ALBERTO | Management | For | For |
| IBARGUEN | | | |
| 1H. | ELECTION OF DIRECTOR: INDRA K. NOOYI | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: SHARON PERCY | Management | For | For |
| ROCKEFELLER | | | |
| 1J. | ELECTION OF DIRECTOR: JAMES J. SCHIRO | Management | For | For |
| 1K. | ELECTION OF DIRECTOR: LLOYD G. | Management | For | For |
| TROTTER | | | |
| 1L. | ELECTION OF DIRECTOR: DANIEL VASELLA | Management | For | For |
| 1M. | ELECTION OF DIRECTOR: ALBERTO | Management | For | For |
| WEISSER | | | |
| 2. | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| KPMG LLP AS THE COMPANY'S | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTANTS FOR FISCAL YEAR 2014. | | | |
| 3. | ADVISORY APPROVAL OF THE COMPANY'S | Management | For | For |
| EXECUTIVE COMPENSATION. | | | |
| 4. | APPROVAL OF THE MATERIAL TERMS OF | Management | For | For |
| THE PERFORMANCE GOALS OF THE | | | |
| PEPSICO, INC. EXECUTIVE INCENTIVE | | | |
| COMPENSATION PLAN. | | | |
| 5. | POLICY REGARDING APPROVAL OF | Shareholder | For | Against |
| POLITICAL CONTRIBUTIONS. | | | |
| 6. | POLICY REGARDING EXECUTIVE | Shareholder | Against | For |
| RETENTION OF STOCK. | | | |
| CVS CAREMARK CORPORATION | | |
| Security | 126650100 | Meeting Type | Annual |
| Ticker Symbol | CVS | Meeting Date | 08-May-2014 |
| ISIN | US1266501006 | Agenda | 933947953 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1.1 | ELECTION OF DIRECTOR: C. DAVID BROWN | Management | For | For |
| II | | | |
| 1.2 | ELECTION OF DIRECTOR: NANCY-ANN M. | Management | For | For |
| DEPARLE | | | |
| 1.3 | ELECTION OF DIRECTOR: DAVID W. | Management | For | For |
| DORMAN | | | |
| 1.4 | ELECTION OF DIRECTOR: ANNE M. | Management | For | For |
| FINUCANE | | | |
| 1.5 | ELECTION OF DIRECTOR: LARRY J. MERLO | Management | For | For |
| 1.6 | ELECTION OF DIRECTOR: JEAN-PIERRE | Management | For | For |
| MILLON | | | |
| 1.7 | ELECTION OF DIRECTOR: RICHARD J. SWIFT | Management | For | For |
| 1.8 | ELECTION OF DIRECTOR: WILLIAM C. | Management | For | For |
| WELDON | | | |
| 1.9 | ELECTION OF DIRECTOR: TONY L. WHITE | Management | For | For |
| 2 | PROPOSAL TO RATIFY INDEPENDENT | Management | For | For |
| PUBLIC ACCOUNTING FIRM FOR 2014. | | | |
| 3 | SAY ON PAY - AN ADVISORY VOTE ON THE | Management | Against | Against |
| APPROVAL OF EXECUTIVE COMPENSATION. | | | |
Page 27 of 43
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2013 to 06/30/2014
| 3M COMPANY | | |
| Security | 88579Y101 | Meeting Type | Annual |
| Ticker Symbol | MMM | Meeting Date | 13-May-2014 |
| ISIN | US88579Y1010 | Agenda | 933944008 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: LINDA G. | Management | Against | Against |
| ALVARADO | | | |
| 1B. | ELECTION OF DIRECTOR: THOMAS "TONY" K. | Management | Against | Against |
| BROWN | | | |
| 1C. | ELECTION OF DIRECTOR: VANCE D. | Management | Against | Against |
| COFFMAN | | | |
| 1D. | ELECTION OF DIRECTOR: MICHAEL L. | Management | Against | Against |
| ESKEW | | | |
| 1E. | ELECTION OF DIRECTOR: HERBERT L. | Management | Against | Against |
| HENKEL | | | |
| 1F. | ELECTION OF DIRECTOR: MUHTAR KENT | Management | Against | Against |
| 1G. | ELECTION OF DIRECTOR: EDWARD M. LIDDY | Management | Against | Against |
| 1H. | ELECTION OF DIRECTOR: INGE G. THULIN | Management | Against | Against |
| 1I. | ELECTION OF DIRECTOR: ROBERT J. ULRICH | Management | Against | Against |
| 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 RIGHT TO | Shareholder | Against | For |
| ACT BY WRITTEN CONSENT. | | | |
| ALTERA CORPORATION | | |
| Security | 021441100 | Meeting Type | Annual |
| Ticker Symbol | ALTR | Meeting Date | 13-May-2014 |
| ISIN | US0214411003 | Agenda | 933956685 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: JOHN P. DAANE | Management | Against | Against |
| 1B. | ELECTION OF DIRECTOR: T. MICHAEL | Management | Against | Against |
| NEVENS | | | |
| 1C. | ELECTION OF DIRECTOR: A. BLAINE | Management | Against | Against |
| BOWMAN | | | |
| 1D. | ELECTION OF DIRECTOR: ELISHA W. FINNEY | Management | Against | Against |
| 1E. | ELECTION OF DIRECTOR: KEVIN MCGARITY | Management | Against | Against |
| 1F. | ELECTION OF DIRECTOR: KRISH A. PRABHU | Management | Against | Against |
| 1G. | ELECTION OF DIRECTOR: SHANE V. | Management | Against | Against |
| ROBISON | | | |
| 1H. | ELECTION OF DIRECTOR: JOHN | Management | Against | Against |
| SHOEMAKER | | | |
| 1I. | ELECTION OF DIRECTOR: THOMAS H. | Management | Against | Against |
| WAECHTER | | | |
| 2. | TO APPROVE AN AMENDMENT TO THE 2005 | Management | Against | Against |
| EQUITY INCENTIVE PLAN TO (I) EXTEND THE | | | |
| TERM OF THE PLAN, (II) INCREASE BY | | | |
| 3,000,000 THE NUMBER OF SHARES OF | | | |
| COMMON STOCK RESERVED FOR ISSUANCE | | | |
| UNDER THE PLAN AND (III) MAKE CERTAIN | | | |
| OTHER CHANGES AS DESCRIBED IN MORE | | | |
| DETAIL IN THE PROXY STATEMENT. | | | |
| 3. | TO APPROVE AN AMENDMENT TO THE 1987 | Management | For | For |
| EMPLOYEE STOCK PURCHASE PLAN TO | | | |
| INCREASE BY 1,000,000 THE NUMBER OF | | | |
| SHARES OF COMMON STOCK RESERVED | | | |
| FOR ISSUANCE UNDER THE PLAN. | | | |
| 4. | TO APPROVE, ON AN ADVISORY BASIS, | Management | For | For |
| NAMED EXECUTIVE OFFICER | | | |
| COMPENSATION. | | | |
| 5. | TO RATIFY THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS OUR | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR THE FISCAL YEAR | | | |
| ENDING DECEMBER 31, 2014. | | | |
| 6. | IF PROPERLY PRESENTED AT THE ANNUAL | Shareholder | Against | For |
| MEETING, TO CONSIDER A STOCKHOLDER | | | |
| PROPOSAL REGARDING AN INDEPENDENT | | | |
| CHAIR OF THE BOARD. | | | |
Page 28 of 43
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2013 to 06/30/2014
| ANADARKO PETROLEUM CORPORATION | | |
| Security | 032511107 | Meeting Type | Annual |
| Ticker Symbol | APC | Meeting Date | 13-May-2014 |
| ISIN | US0325111070 | Agenda | 933952651 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: ANTHONY R. | Management | Against | Against |
| CHASE | | | |
| 1B. | ELECTION OF DIRECTOR: KEVIN P. CHILTON | Management | Against | Against |
| 1C. | ELECTION OF DIRECTOR: H. PAULETT | Management | Against | Against |
| EBERHART | | | |
| 1D. | ELECTION OF DIRECTOR: PETER J. FLUOR | Management | Against | Against |
| 1E. | ELECTION OF DIRECTOR: RICHARD L. | Management | Against | Against |
| GEORGE | | | |
| 1F. | ELECTION OF DIRECTOR: CHARLES W. | Management | Against | Against |
| GOODYEAR | | | |
| 1G. | ELECTION OF DIRECTOR: JOHN R. GORDON | Management | Against | Against |
| 1H. | ELECTION OF DIRECTOR: ERIC D. MULLINS | Management | Against | Against |
| 1I. | ELECTION OF DIRECTOR: R.A. WALKER | Management | Against | Against |
| 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. | | | |
| 5. | STOCKHOLDER PROPOSAL - REPORT ON | Shareholder | Against | For |
| CLIMATE CHANGE RISK. | | | |
| BROADCOM CORPORATION | | |
| Security | 111320107 | Meeting Type | Annual |
| Ticker Symbol | BRCM | Meeting Date | 13-May-2014 |
| ISIN | US1113201073 | Agenda | 933953956 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1. | DIRECTOR | | Management | | |
| 1 | ROBERT 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. | ADVISORY VOTE ON THE COMPENSATION | Management | Against | Against |
| OF THE COMPANY'S NAMED EXECUTIVE | | | |
| OFFICERS DESCRIBED IN THE PROXY | | | |
| STATEMENT. | | | |
| 3. | 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, 2014. | | | |
Page 29 of 43
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2013 to 06/30/2014
| CIT GROUP INC. | | |
| Security | 125581801 | Meeting Type | Annual |
| Ticker Symbol | CIT | Meeting Date | 13-May-2014 |
| ISIN | US1255818015 | Agenda | 933960470 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: JOHN A. THAIN | Management | Against | Against |
| 1B. | ELECTION OF DIRECTOR: ELLEN R. | Management | Against | Against |
| ALEMANY | | | |
| 1C. | ELECTION OF DIRECTOR: MICHAEL J. | Management | Against | Against |
| EMBLER | | | |
| 1D. | ELECTION OF DIRECTOR: WILLIAM M. | Management | Against | Against |
| FREEMAN | | | |
| 1E. | ELECTION OF DIRECTOR: DAVID M. | Management | Against | Against |
| MOFFETT | | | |
| 1F. | ELECTION OF DIRECTOR: R. BRAD OATES | Management | Against | Against |
| 1G. | ELECTION OF DIRECTOR: MARIANNE MILLER | Management | Against | Against |
| PARRS | | | |
| 1H. | ELECTION OF DIRECTOR: GERALD | Management | Against | Against |
| ROSENFELD | | | |
| 1I. | ELECTION OF DIRECTOR: JOHN R. RYAN | Management | Against | Against |
| 1J. | ELECTION OF DIRECTOR: SHEILA A. STAMPS | Management | Against | Against |
| 1K. | ELECTION OF DIRECTOR: SEYMOUR | Management | Against | Against |
| STERNBERG | | | |
| 1L. | ELECTION OF DIRECTOR: PETER J. TOBIN | Management | Against | Against |
| 1M. | ELECTION OF DIRECTOR: LAURA S. UNGER | Management | Against | Against |
| 2. | TO RATIFY THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS CIT'S | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM AND EXTERNAL | | | |
| AUDITORS FOR 2014. | | | |
| 3. | TO RECOMMEND, BY NON-BINDING VOTE, | Management | For | For |
| THE COMPENSATION OF CIT'S NAMED | | | |
| EXECUTIVE OFFICERS. | | | |
| EBAY INC. | | |
| Security | 278642103 | Meeting Type | Annual |
| Ticker Symbol | EBAY | Meeting Date | 13-May-2014 |
| ISIN | US2786421030 | Agenda | 933949919 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1 | DIRECTOR | | Management | | |
| 1 | FRED D. ANDERSON | | For | For |
| 2 | EDWARD W. BARNHOLT | | For | For |
| 3 | SCOTT D. COOK | | For | For |
| 4 | JOHN J. DONAHOE | | For | For |
| 2 | TO APPROVE, ON AN ADVISORY BASIS, THE | Management | Against | Against |
| COMPENSATION OF OUR NAMED | | | |
| EXECUTIVE OFFICERS. | | | |
| 3 | TO APPROVE THE AMENDMENT AND | Management | For | For |
| RESTATEMENT OF OUR 2008 EQUITY | | | |
| INCENTIVE AWARD PLAN. | | | |
| 4 | TO RATIFY THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS OUR | | | |
| INDEPENDENT AUDITORS FOR OUR FISCAL | | | |
| YEAR ENDING DECEMBER 31, 2014. | | | |
| 5 | TO CONSIDER A STOCKHOLDER PROPOSAL | Shareholder | Against | For |
| SUBMITTED BY JOHN CHEVEDDEN | | | |
| REGARDING STOCKHOLDER ACTION BY | | | |
| WRITTEN CONSENT WITHOUT A MEETING, IF | | | |
| PROPERLY PRESENTED BEFORE THE | | | |
| MEETING. | | | |
| 6 | PROPOSAL WITHDRAWN | Shareholder | Against | For |
Page 30 of 43
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2013 to 06/30/2014
| GOOGLE INC. | | |
| Security | 38259P508 | Meeting Type | Annual |
| Ticker Symbol | GOOG | Meeting Date | 14-May-2014 |
| ISIN | US38259P5089 | Agenda | 933948359 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 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, 2014. | | | |
| 3. | THE APPROVAL OF 2013 COMPENSATION | Management | Against | Against |
| AWARDED TO NAMED EXECUTIVE | | | |
| OFFICERS. | | | |
| 4. | A STOCKHOLDER PROPOSAL REGARDING | Shareholder | Against | For |
| EQUAL SHAREHOLDER VOTING, IF | | | |
| PROPERLY PRESENTED AT THE MEETING. | | | |
| 5. | A STOCKHOLDER PROPOSAL REGARDING A | Shareholder | For | Against |
| LOBBYING REPORT, IF PROPERLY | | | |
| PRESENTED AT THE MEETING. | | | |
| 6. | A STOCKHOLDER PROPOSAL REGARDING | Shareholder | Against | For |
| THE ADOPTION OF A MAJORITY VOTE | | | |
| STANDARD FOR THE ELECTION OF | | | |
| DIRECTORS, IF PROPERLY PRESENTED AT | | | |
| THE MEETING. | | | |
| 7. | A STOCKHOLDER PROPOSAL REGARDING | Shareholder | Against | For |
| TAX POLICY PRINCIPLES, IF PROPERLY | | | |
| PRESENTED AT THE MEETING. | | | |
| 8. | A STOCKHOLDER PROPOSAL REGARDING | Shareholder | Against | For |
| AN INDEPENDENT CHAIRMAN OF THE | | | |
| BOARD POLICY, IF PROPERLY PRESENTED | | | |
| AT THE MEETING. | | | |
| HOST HOTELS & RESORTS, INC. | | |
| Security | 44107P104 | Meeting Type | Annual |
| Ticker Symbol | HST | Meeting Date | 14-May-2014 |
| ISIN | US44107P1049 | Agenda | 933970320 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1.1 | ELECTION OF DIRECTOR: MARY L. BAGLIVO | Management | Against | Against |
| 1.2 | ELECTION OF DIRECTOR: SHEILA C. BAIR | Management | Against | Against |
| 1.3 | ELECTION OF DIRECTOR: TERENCE C. | Management | Against | Against |
| GOLDEN | | | |
| 1.4 | ELECTION OF DIRECTOR: ANN M. | Management | Against | Against |
| KOROLOGOS | | | |
| 1.5 | ELECTION OF DIRECTOR: RICHARD E. | Management | Against | Against |
| MARRIOTT | | | |
| 1.6 | ELECTION OF DIRECTOR: JOHN B. MORSE, | Management | Against | Against |
| JR. | | | |
| 1.7 | ELECTION OF DIRECTOR: WALTER C. | Management | Against | Against |
| RAKOWICH | | | |
| 1.8 | ELECTION OF DIRECTOR: GORDON H. SMITH | Management | Against | Against |
| 1.9 | ELECTION OF DIRECTOR: W. EDWARD | Management | Against | Against |
| WALTER | | | |
| 2. | RATIFY APPOINTMENT OF KPMG LLP AS | Management | For | For |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTANTS FOR 2014. | | | |
| 3. | ADVISORY RESOLUTION TO APPROVE | Management | For | For |
| EXECUTIVE COMPENSATION. | | | |
Page 31 of 43
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2013 to 06/30/2014
| STATE STREET CORPORATION | | |
| Security | 857477103 | Meeting Type | Annual |
| Ticker Symbol | STT | Meeting Date | 14-May-2014 |
| ISIN | US8574771031 | Agenda | 933965468 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: J. ALMEIDA | Management | Against | Against |
| 1B. | ELECTION OF DIRECTOR: K. BURNES | Management | Against | Against |
| 1C. | ELECTION OF DIRECTOR: P. COYM | Management | Against | Against |
| 1D. | ELECTION OF DIRECTOR: P. DE SAINT- | Management | Against | Against |
| AIGNAN | | | |
| 1E. | ELECTION OF DIRECTOR: A. FAWCETT | Management | Against | Against |
| 1F. | ELECTION OF DIRECTOR: L. HILL | Management | Against | Against |
| 1G. | ELECTION OF DIRECTOR: J. HOOLEY | Management | Against | Against |
| 1H. | ELECTION OF DIRECTOR: R. KAPLAN | Management | Against | Against |
| 1I. | ELECTION OF DIRECTOR: R. SERGEL | Management | Against | Against |
| 1J. | ELECTION OF DIRECTOR: R. SKATES | Management | Against | Against |
| 1K. | ELECTION OF DIRECTOR: G. SUMME | Management | Against | Against |
| 1L. | ELECTION OF DIRECTOR: T. WILSON | Management | Against | Against |
| 2. | TO APPROVE AN ADVISORY PROPOSAL ON | Management | Against | Against |
| 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, 2014 | | | |
Page 32 of 43
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2013 to 06/30/2014
| AMGEN INC. | | |
| Security | 031162100 | Meeting Type | Annual |
| Ticker Symbol | AMGN | Meeting Date | 15-May-2014 |
| ISIN | US0311621009 | Agenda | 933956306 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1A | ELECTION OF DIRECTOR: DR. DAVID | Management | Against | Against |
| BALTIMORE | | | |
| 1B | ELECTION OF DIRECTOR: MR. FRANK J. | Management | Against | Against |
| BIONDI, JR. | | | |
| 1C | ELECTION OF DIRECTOR: MR. ROBERT A. | Management | Against | Against |
| BRADWAY | | | |
| 1D | ELECTION OF DIRECTOR: MR. FRANCOIS DE | Management | Against | Against |
| CARBONNEL | | | |
| 1E | ELECTION OF DIRECTOR: DR. VANCE D. | Management | Against | Against |
| COFFMAN | | | |
| 1F | ELECTION OF DIRECTOR: MR. ROBERT A. | Management | Against | Against |
| ECKERT | | | |
| 1G | ELECTION OF DIRECTOR: MR. GREG C. | Management | Against | Against |
| GARLAND | | | |
| 1H | ELECTION OF DIRECTOR: DR. REBECCA M. | Management | Against | Against |
| HENDERSON | | | |
| 1I | ELECTION OF DIRECTOR: MR. FRANK C. | Management | Against | Against |
| HERRINGER | | | |
| 1J | ELECTION OF DIRECTOR: DR. TYLER JACKS | Management | Against | Against |
| 1K | ELECTION OF DIRECTOR: MS. JUDTIH C. | Management | Against | Against |
| PELHAM | | | |
| 1L | ELECTION OF DIRECTOR: DR. RONALD D. | Management | Against | Against |
| 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, | | | |
| 2014. | | | |
| 3 | ADVISORY VOTE TO APPROVE OUR | Management | Against | Against |
| EXECUTIVE COMPENSATION. | | | |
| 4 | STOCKHOLDER PROPOSAL #1 (VOTE | Shareholder | Against | For |
| TABULATION) | | | |
| APACHE CORPORATION | | |
| Security | 037411105 | Meeting Type | Annual |
| Ticker Symbol | APA | Meeting Date | 15-May-2014 |
| ISIN | US0374111054 | Agenda | 933967486 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1. | ELECTION OF DIRECTOR: G. STEVEN | Management | Against | Against |
| FARRIS | | | |
| 2. | ELECTION OF DIRECTOR: A.D. FRAZIER, JR. | Management | Against | Against |
| 3. | ELECTION OF DIRECTOR: AMY H. NELSON | Management | Against | Against |
| 4. | RATIFICATION OF ERNST & YOUNG LLP AS | Management | For | For |
| APACHE'S INDEPENDENT AUDITORS | | | |
| 5. | ADVISORY VOTE TO APPROVE THE | Management | For | For |
| COMPENSATION OF APACHE'S NAMED | | | |
| EXECUTIVE OFFICERS | | | |
| 6. | APPROVAL OF AMENDMENT TO APACHE'S | Management | For | For |
| RESTATED CERTIFICATE OF | | | |
| INCORPORATION TO ELIMINATE APACHE'S | | | |
| CLASSIFIED BOARD OF DIRECTORS | | | |
| KOHL'S CORPORATION | | |
| Security | 500255104 | Meeting Type | Annual |
| Ticker Symbol | KSS | Meeting Date | 15-May-2014 |
| ISIN | US5002551043 | Agenda | 933948195 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: PETER | Management | Against | Against |
| BONEPARTH | | | |
| 1B. | ELECTION OF DIRECTOR: STEVEN A. BURD | Management | Against | Against |
| 1C. | ELECTION OF DIRECTOR: DALE E. JONES | Management | Against | Against |
| 1D. | ELECTION OF DIRECTOR: KEVIN MANSELL | Management | Against | Against |
| 1E. | ELECTION OF DIRECTOR: JOHN E. | Management | Against | Against |
| SCHLIFSKE | | | |
| 1F. | ELECTION OF DIRECTOR: FRANK V. SICA | Management | Against | Against |
| 1G. | ELECTION OF DIRECTOR: PETER M. | Management | Against | Against |
| SOMMERHAUSER | | | |
| 1H. | ELECTION OF DIRECTOR: STEPHANIE A. | Management | Against | Against |
| STREETER | | | |
| 1I. | ELECTION OF DIRECTOR: NINA G. VACA | Management | Against | Against |
| 1J. | ELECTION OF DIRECTOR: STEPHEN E. | Management | Against | Against |
| 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: EXECUTIVES TO | Shareholder | Against | For |
| RETAIN SIGNIFICANT STOCK. | | | |
| 5. | SHAREHOLDER PROPOSAL: ANNUAL | Shareholder | Against | For |
| REPORT ON THE COSTS, BENEFITS AND | | | |
| SCIENTIFIC SUPPORT FOR SUSTAINABILITY | | | |
| INITIATIVES. | | | |
Page 33 of 43
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2013 to 06/30/2014
| JPMORGAN CHASE & CO. | | |
| Security | 46625H100 | Meeting Type | Annual |
| Ticker Symbol | JPM | Meeting Date | 20-May-2014 |
| ISIN | US46625H1005 | Agenda | 933970089 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: LINDA B. | Management | Against | Against |
| BAMMANN | | | |
| 1B. | ELECTION OF DIRECTOR: JAMES A. BELL | Management | Against | Against |
| 1C. | ELECTION OF DIRECTOR: CRANDALL C. | Management | Against | Against |
| BOWLES | | | |
| 1D. | ELECTION OF DIRECTOR: STEPHEN B. | Management | Against | Against |
| BURKE | | | |
| 1E. | ELECTION OF DIRECTOR: JAMES S. CROWN | Management | Against | Against |
| 1F. | ELECTION OF DIRECTOR: JAMES DIMON | Management | Against | Against |
| 1G. | ELECTION OF DIRECTOR: TIMOTHY P. | Management | Against | Against |
| FLYNN | | | |
| 1H. | ELECTION OF DIRECTOR: LABAN P. | Management | Against | Against |
| JACKSON, JR. | | | |
| 1I. | ELECTION OF DIRECTOR: MICHAEL A. NEAL | Management | Against | Against |
| 1J. | ELECTION OF DIRECTOR: LEE R. RAYMOND | Management | Against | Against |
| 1K. | ELECTION OF DIRECTOR: WILLIAM C. | Management | Against | Against |
| WELDON | | | |
| 2. | ADVISORY RESOLUTION TO APPROVE | Management | Against | Against |
| EXECUTIVE COMPENSATION | | | |
| 3. | RATIFICATION OF INDEPENDENT | Management | For | For |
| REGISTERED PUBLIC ACCOUNTING FIRM | | | |
| 4. | LOBBYING REPORT - REQUIRE ANNUAL | Shareholder | Against | For |
| REPORT ON LOBBYING | | | |
| 5. | SPECIAL SHAREOWNER MEETINGS - | Shareholder | For | Against |
| REDUCE THRESHOLD TO 15% RATHER | | | |
| THAN 20% AND REMOVE PROCEDURAL | | | |
| PROVISIONS | | | |
| 6. | CUMULATIVE VOTING - REQUIRE | Shareholder | For | Against |
| CUMULATIVE VOTING FOR DIRECTORS | | | |
| RATHER THAN ONE-SHARE ONE-VOTE | | | |
| SOUTHWESTERN ENERGY COMPANY | | |
| Security | 845467109 | Meeting Type | Annual |
| Ticker Symbol | SWN | Meeting Date | 20-May-2014 |
| ISIN | US8454671095 | Agenda | 933966395 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1.1 | ELECTION OF DIRECTOR: JOHN D. GASS | Management | Against | Against |
| 1.2 | ELECTION OF DIRECTOR: CATHERINE A. | Management | Against | Against |
| KEHR | | | |
| 1.3 | ELECTION OF DIRECTOR: GREG D. KERLEY | Management | Against | Against |
| 1.4 | ELECTION OF DIRECTOR: VELLO A. | Management | Against | Against |
| KUUSKRAA | | | |
| 1.5 | ELECTION OF DIRECTOR: KENNETH R. | Management | Against | Against |
| MOURTON | | | |
| 1.6 | ELECTION OF DIRECTOR: STEVEN L. | Management | Against | Against |
| MUELLER | | | |
| 1.7 | ELECTION OF DIRECTOR: ELLIOTT PEW | Management | Against | Against |
| 1.8 | ELECTION OF DIRECTOR: ALAN H. STEVENS | Management | Against | Against |
| 2. | PROPOSAL TO RATIFY INDEPENDENT | Management | For | For |
| REGISTERED PUBLIC ACCOUNTING FIRM | | | |
| FOR 2014. | | | |
| 3. | ADVISORY VOTE TO APPROVE OUR | Management | For | For |
| EXECUTIVE COMPENSATION. | | | |
| 4. | PROPOSAL FROM STOCKHOLDER | Shareholder | Against | For |
| REGARDING SPECIAL MEETINGS. | | | |
| 5. | PROPOSAL FROM STOCKHOLDER | Shareholder | Against | For |
| REGARDING METHANE EMISSIONS REPORT. | | | |
Page 34 of 43
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2013 to 06/30/2014
| INTEL CORPORATION | | |
| Security | 458140100 | Meeting Type | Annual |
| Ticker Symbol | INTC | Meeting Date | 22-May-2014 |
| ISIN | US4581401001 | Agenda | 933962854 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: CHARLENE | Management | Against | Against |
| BARSHEFSKY | | | |
| 1B. | ELECTION OF DIRECTOR: ANDY D. BRYANT | Management | Against | Against |
| 1C. | ELECTION OF DIRECTOR: SUSAN L. DECKER | Management | Against | Against |
| 1D. | ELECTION OF DIRECTOR: JOHN J. DONAHOE | Management | Against | Against |
| 1E. | ELECTION OF DIRECTOR: REED E. HUNDT | Management | Against | Against |
| 1F. | ELECTION OF DIRECTOR: BRIAN M. | Management | Against | Against |
| KRZANICH | | | |
| 1G. | ELECTION OF DIRECTOR: JAMES D. | Management | Against | Against |
| PLUMMER | | | |
| 1H. | ELECTION OF DIRECTOR: DAVID S. | Management | Against | Against |
| POTTRUCK | | | |
| 1I. | ELECTION OF DIRECTOR: FRANK D. YEARY | Management | Against | Against |
| 1J. | ELECTION OF DIRECTOR: DAVID B. YOFFIE | Management | Against | Against |
| 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 | For | For |
| COMPENSATION | | | |
Page 35 of 43
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2013 to 06/30/2014
| PETROCHINA COMPANY LIMITED | | |
| Security | 71646E100 | Meeting Type | Annual |
| Ticker Symbol | PTR | Meeting Date | 22-May-2014 |
| ISIN | US71646E1001 | Agenda | 934004134 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1. | TO CONSIDER AND APPROVE THE REPORT | Management | For | For |
| OF THE BOARD OF DIRECTORS OF THE | | | |
| COMPANY FOR THE YEAR 2013. | | | |
| 2. | TO CONSIDER AND APPROVE THE REPORT | Management | For | For |
| OF THE SUPERVISORY COMMITTEE OF THE | | | |
| COMPANY FOR THE YEAR 2013. | | | |
| 3. | TO CONSIDER AND APPROVE THE AUDITED | Management | For | For |
| FINANCIAL STATEMENTS OF THE COMPANY | | | |
| FOR THE YEAR 2013. | | | |
| 4. | TO CONSIDER AND APPROVE THE | Management | For | For |
| DECLARATION AND PAYMENT OF THE FINAL | | | |
| DIVIDENDS FOR THE YEAR ENDED 31 | | | |
| DECEMBER 2013 IN THE AMOUNT AND IN | | | |
| THE MANNER RECOMMENDED BY THE | | | |
| BOARD OF DIRECTORS. | | | |
| 5. | TO CONSIDER AND APPROVE THE | Management | For | For |
| AUTHORISATION OF THE BOARD OF | | | |
| DIRECTORS TO DETERMINE THE | | | |
| DISTRIBUTION OF INTERIM DIVIDENDS FOR | | | |
| THE YEAR 2014. | | | |
| 6. | TO CONSIDER AND APPROVE THE | Management | For | For |
| APPOINTMENT OF KPMG HUAZHEN AND | | | |
| KPMG AS THE DOMESTIC AND | | | |
| INTERNATIONAL AUDITORS OF THE | | | |
| COMPANY, RESPECTIVELY, FOR THE YEAR | | | |
| 2014 AND TO AUTHORISE THE BOARD OF | | | |
| DIRECTORS TO DETERMINE THEIR | | | |
| REMUNERATION. | | | |
| 7A. | TO CONSIDER AND APPROVE THE | Management | Against | Against |
| ELECTION OF MR. ZHOU JIPING AS THE | | | |
| DIRECTOR OF THE COMPANY. | | | |
| 7B. | TO CONSIDER AND APPROVE THE | Management | Against | Against |
| ELECTION OF MR. LIAO YONGYUAN AS THE | | | |
| DIRECTOR OF THE COMPANY. | | | |
| 7C. | TO CONSIDER AND APPROVE THE | Management | For | For |
| ELECTION OF MR. WANG DONGJIN AS THE | | | |
| DIRECTOR OF THE COMPANY. | | | |
| 7D. | TO CONSIDER AND APPROVE THE | Management | Against | Against |
| ELECTION OF MR. YU BAOCAI AS THE | | | |
| DIRECTOR OF THE COMPANY. | | | |
| 7E. | TO CONSIDER AND APPROVE THE | Management | Against | Against |
| ELECTION OF MR. SHEN DIANCHENG AS | | | |
| THE DIRECTOR OF THE COMPANY. | | | |
| 7F. | TO CONSIDER AND APPROVE THE | Management | Against | Against |
| ELECTION OF MR. LIU YUEZHEN AS THE | | | |
| DIRECTOR OF THE COMPANY. | | | |
| 7G. | TO CONSIDER AND APPROVE THE | Management | Against | Against |
| ELECTION OF MR. LIU HONGBIN AS THE | | | |
| DIRECTOR OF THE COMPANY. | | | |
| 7H. | TO CONSIDER AND APPROVE THE | Management | Against | Against |
| ELECTION OF MR. CHEN ZHIWU AS | | | |
| INDEPENDENT NON-EXECUTIVE DIRECTOR | | | |
| OF THE COMPANY. | | | |
| 7I. | TO CONSIDER AND APPROVE THE | Management | Against | Against |
| ELECTION OF MR. RICHARD H. MATZKE AS | | | |
| INDEPENDENT NON-EXECUTIVE DIRECTOR | | | |
| OF THE COMPANY. | | | |
| 8A. | TO CONSIDER AND APPROVE THE | Management | Against | Against |
| ELECTION OF MR. WANG LIXIN AS | | | |
| SUPERVISOR OF THE COMPANY. | | | |
| 8B. | TO CONSIDER AND APPROVE THE | Management | Against | Against |
| ELECTION OF MR. GUO JINPING AS | | | |
| SUPERVISOR OF THE COMPANY. | | | |
| 8C. | TO CONSIDER AND APPROVE THE | Management | Against | Against |
| ELECTION OF MR. LI QINGYI AS | | | |
| SUPERVISOR OF THE COMPANY. | | | |
| 8D. | TO CONSIDER AND APPROVE THE | Management | Against | Against |
| ELECTION OF MR. JIA YIMIN AS | | | |
| SUPERVISOR OF THE COMPANY. | | | |
| 8E. | TO CONSIDER AND APPROVE THE | Management | Against | Against |
| ELECTION OF MR. ZHANG FENGSHAN AS | | | |
| SUPERVISOR OF THE COMPANY. | | | |
| S9. | TO CONSIDER AND APPROVE, BY WAY OF | Management | For | For |
| SPECIAL RESOLUTION, TO GRANT A | | | |
| GENERAL MANDATE TO THE BOARD OF | | | |
| DIRECTORS TO SEPARATELY OR | | | |
| CONCURRENTLY ISSUE AND DEAL WITH | | | |
| ADDITIONAL DOMESTIC SHARES AND | | | |
| OVERSEAS LISTED FOREIGN SHARES IN | | | |
| THE COMPANY NOT EXCEEDING 20% OF | | | |
| EACH OF ITS EXISTING DOMESTIC SHARES | | | |
| AND OVERSEAS LISTED FOREIGN SHARES | | | |
| OF THE COMPANY IN ISSUE. | | | |
| O10 | TO CONSIDER AND APPROVE THE | Management | For | For |
| ELECTION OF MR. LIN BOQIANG AS | | | |
| INDEPENDENT NON-EXECUTIVE DIRECTOR | | | |
| OF THE COMPANY. | | | |
Page 36 of 43
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2013 to 06/30/2014
| CHEVRON CORPORATION | | |
| Security | 166764100 | Meeting Type | Annual |
| Ticker Symbol | CVX | Meeting Date | 28-May-2014 |
| ISIN | US1667641005 | Agenda | 933978011 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: L.F. DEILY | Management | Against | Against |
| 1B. | ELECTION OF DIRECTOR: R.E. DENHAM | Management | Against | Against |
| 1C. | ELECTION OF DIRECTOR: A.P. GAST | Management | Against | Against |
| 1D. | ELECTION OF DIRECTOR: E. HERNANDEZ, | Management | Against | Against |
| JR. | | | |
| 1E. | ELECTION OF DIRECTOR: J.M. HUNTSMAN, | Management | Against | Against |
| JR. | | | |
| 1F. | ELECTION OF DIRECTOR: G.L. KIRKLAND | Management | Against | Against |
| 1G. | ELECTION OF DIRECTOR: C.W. MOORMAN | Management | Against | Against |
| 1H. | ELECTION OF DIRECTOR: K.W. SHARER | Management | Against | Against |
| 1I. | ELECTION OF DIRECTOR: J.G. STUMPF | Management | Against | Against |
| 1J. | ELECTION OF DIRECTOR: R.D. SUGAR | Management | Against | Against |
| 1K. | ELECTION OF DIRECTOR: C. WARE | Management | Against | Against |
| 1L. | ELECTION OF DIRECTOR: J.S. WATSON | Management | Against | Against |
| 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. | CHARITABLE CONTRIBUTIONS DISCLOSURE | Shareholder | For | Against |
| 5. | LOBBYING DISCLOSURE | Shareholder | For | Against |
| 6. | SHALE ENERGY OPERATIONS | Shareholder | Against | For |
| 7. | INDEPENDENT CHAIRMAN | Shareholder | Against | For |
| 8. | SPECIAL MEETINGS | Shareholder | Against | For |
| 9. | INDEPENDENT DIRECTOR WITH | Shareholder | Against | For |
| ENVIRONMENTAL EXPERTISE | | | |
| 10. | COUNTRY SELECTION GUIDELINES | Shareholder | Against | For |
| EXXON MOBIL CORPORATION | | |
| Security | 30231G102 | Meeting Type | Annual |
| Ticker Symbol | XOM | Meeting Date | 28-May-2014 |
| ISIN | US30231G1022 | Agenda | 933975154 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 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 |
| 2. | RATIFICATION OF INDEPENDENT AUDITORS | Management | For | For |
| 3. | ADVISORY VOTE TO APPROVE EXECUTIVE | Management | Against | Against |
| COMPENSATION | | | |
| 4. | MAJORITY VOTE FOR DIRECTORS | Shareholder | Against | For |
| 5. | LIMIT DIRECTORSHIPS | Shareholder | Against | For |
| 6. | AMENDMENT OF EEO POLICY | Shareholder | Against | For |
| 7. | REPORT ON LOBBYING | Shareholder | For | Against |
| 8. | GREENHOUSE GAS EMISSIONS GOALS | Shareholder | Against | For |
Page 37 of 43
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2013 to 06/30/2014
| ZIONS BANCORPORATION | | |
| Security | 989701107 | Meeting Type | Annual |
| Ticker Symbol | ZION | Meeting Date | 30-May-2014 |
| ISIN | US9897011071 | Agenda | 933969973 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1A | ELECTION OF DIRECTOR: JERRY C. ATKIN | Management | Against | Against |
| 1B | ELECTION OF DIRECTOR: PATRICIA FROBES | Management | Against | Against |
| 1C | ELECTION OF DIRECTOR: J. DAVID HEANEY | Management | Against | Against |
| 1D | ELECTION OF DIRECTOR: ROGER B. | Management | Against | Against |
| PORTER | | | |
| 1E | ELECTION OF DIRECTOR: STEPHEN D. | Management | Against | Against |
| QUINN | | | |
| 1F | ELECTION OF DIRECTOR: HARRIS H. | Management | Against | Against |
| SIMMONS | | | |
| 1G | ELECTION OF DIRECTOR: L.E. SIMMONS | Management | Against | Against |
| 1H | ELECTION OF DIRECTOR: SHELLEY THOMAS | Management | Against | Against |
| WILLIAMS | | | |
| 1I | ELECTION OF DIRECTOR: STEVEN C. | Management | Against | Against |
| WHEELWRIGHT | | | |
| 2 | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| ERNST & YOUNG LLP AS THE INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM TO | | | |
| AUDIT THE COMPANY'S FINANCIAL | | | |
| STATEMENTS FOR THE CURRENT FISCAL | | | |
| YEAR. | | | |
| 3 | APPROVAL, ON A NONBINDING ADVISORY | Management | For | For |
| BASIS, OF THE COMPENSATION PAID TO | | | |
| THE COMPANY'S NAMED EXECUTIVE | | | |
| OFFICERS. | | | |
| 4 | 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. | | | |
| DEVON ENERGY CORPORATION | | |
| Security | 25179M103 | Meeting Type | Annual |
| Ticker Symbol | DVN | Meeting Date | 04-Jun-2014 |
| ISIN | US25179M1036 | Agenda | 933987375 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1. | DIRECTOR | | Management | | |
| 1 | BARBARA M. BAUMANN | | For | For |
| 2 | JOHN E. BETHANCOURT | | For | For |
| 3 | ROBERT H. HENRY | | For | For |
| 4 | JOHN A. HILL | | For | For |
| 5 | MICHAEL M. KANOVSKY | | For | For |
| 6 | ROBERT A. MOSBACHER, JR | | For | For |
| 7 | J. LARRY NICHOLS | | For | For |
| 8 | DUANE C. RADTKE | | For | For |
| 9 | MARY P. RICCIARDELLO | | For | For |
| 10 | JOHN RICHELS | | For | For |
| 2. | ADVISORY VOTE TO APPROVE EXECUTIVE | Management | For | For |
| COMPENSATION. | | | |
| 3. | RATIFY THE APPOINTMENT OF THE | Management | For | For |
| COMPANY'S INDEPENDENT AUDITORS FOR | | | |
| 2014. | | | |
| 4. | REPORT ON PLANS TO ADDRESS CLIMATE | Shareholder | Against | For |
| CHANGE. | | | |
| 5. | REPORT DISCLOSING LOBBYING POLICY | Shareholder | For | Against |
| AND ACTIVITY. | | | |
| 6. | REPORT ON LOBBYING ACTIVITIES RELATED | Shareholder | For | Against |
| TO ENERGY POLICY AND CLIMATE CHANGE. | | | |
Page 38 of 43
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2013 to 06/30/2014
| ALLIANCE DATA SYSTEMS CORPORATION | | |
| Security | 018581108 | Meeting Type | Annual |
| Ticker Symbol | ADS | Meeting Date | 05-Jun-2014 |
| ISIN | US0185811082 | Agenda | 933988000 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1.1 | ELECTION OF DIRECTOR: BRUCE K. | Management | Against | Against |
| ANDERSON | | | |
| 1.2 | ELECTION OF DIRECTOR: ROGER H. BALLOU | Management | Against | Against |
| 1.3 | ELECTION OF DIRECTOR: LAWRENCE M. | Management | Against | Against |
| BENVENISTE | | | |
| 1.4 | ELECTION OF DIRECTOR: D. KEITH COBB | Management | Against | Against |
| 1.5 | ELECTION OF DIRECTOR: E. LINN DRAPER, | Management | Against | Against |
| JR. | | | |
| 1.6 | ELECTION OF DIRECTOR: KENNETH R. | Management | Against | Against |
| JENSEN | | | |
| 2. | ADVISORY APPROVAL OF EXECUTIVE | Management | For | For |
| COMPENSATION. | | | |
| 3. | TO RATIFY THE SELECTION OF DELOITTE & | Management | For | For |
| TOUCHE LLP AS THE INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM OF | | | |
| ALLIANCE DATA SYSTEMS CORPORATION | | | |
| FOR 2014. | | | |
| INGERSOLL-RAND PLC | | |
| Security | G47791101 | Meeting Type | Annual |
| Ticker Symbol | IR | Meeting Date | 05-Jun-2014 |
| ISIN | IE00B6330302 | Agenda | 933997516 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: ANN C. BERZIN | Management | Against | Against |
| 1B. | ELECTION OF DIRECTOR: JOHN BRUTON | Management | Against | Against |
| 1C. | ELECTION OF DIRECTOR: JARED L. COHON | Management | Against | Against |
| 1D. | ELECTION OF DIRECTOR: GARY D. FORSEE | Management | Against | Against |
| 1E. | ELECTION OF DIRECTOR: EDWARD E. | Management | Against | Against |
| HAGENLOCKER | | | |
| 1F. | ELECTION OF DIRECTOR: CONSTANCE J. | Management | Against | Against |
| HORNER | | | |
| 1G. | ELECTION OF DIRECTOR: MICHAEL W. | Management | Against | Against |
| LAMACH | | | |
| 1H. | ELECTION OF DIRECTOR: THEODORE E. | Management | Against | Against |
| MARTIN | | | |
| 1I. | ELECTION OF DIRECTOR: JOHN P. SURMA | Management | Against | Against |
| 1J. | ELECTION OF DIRECTOR: RICHARD J. SWIFT | Management | Against | Against |
| 1K. | ELECTION OF DIRECTOR: TONY L. WHITE | Management | Against | Against |
| 2. | ADVISORY APPROVAL OF THE | Management | Against | Against |
| 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 RENEWAL OF THE | Management | For | For |
| DIRECTORS' EXISTING AUTHORITY TO | | | |
| ISSUE SHARES. | | | |
| 5. | APPROVAL OF THE RENEWAL OF THE | Management | For | For |
| DIRECTORS' EXISTING AUTHORITY TO | | | |
| ISSUE SHARES FOR THE CASH WITHOUT | | | |
| FIRST OFFERING SHARES TO EXISTING | | | |
| SHAREHOLDERS. (SPECIAL RESOLUTION) | | | |
| 6. | DETERMINATION OF THE PRICE RANGE AT | Management | For | For |
| WHICH THE COMPANY CAN REISSUE | | | |
| SHARES THAT IT HOLDS AS TREASURY | | | |
| SHARES. (SPECIAL RESOLUTION) | | | |
Page 39 of 43
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2013 to 06/30/2014
| WAL-MART STORES, INC. | | |
| Security | 931142103 | Meeting Type | Annual |
| Ticker Symbol | WMT | Meeting Date | 06-Jun-2014 |
| ISIN | US9311421039 | Agenda | 933993479 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: AIDA M. ALVAREZ | Management | Against | Against |
| 1B. | ELECTION OF DIRECTOR: JAMES I. CASH, | Management | Against | Against |
| JR. | | | |
| 1C. | ELECTION OF DIRECTOR: ROGER C. | Management | Against | Against |
| CORBETT | | | |
| 1D. | ELECTION OF DIRECTOR: PAMELA J. CRAIG | Management | Against | Against |
| 1E. | ELECTION OF DIRECTOR: DOUGLAS N. DAFT | Management | Against | Against |
| 1F. | ELECTION OF DIRECTOR: MICHAEL T. DUKE | Management | Against | Against |
| 1G. | ELECTION OF DIRECTOR: TIMOTHY P. | Management | Against | Against |
| FLYNN | | | |
| 1H. | ELECTION OF DIRECTOR: MARISSA A. | Management | Against | Against |
| MAYER | | | |
| 1I. | ELECTION OF DIRECTOR: C. DOUGLAS | Management | Against | Against |
| MCMILLON | | | |
| 1J. | ELECTION OF DIRECTOR: GREGORY B. | Management | Against | Against |
| PENNER | | | |
| 1K. | ELECTION OF DIRECTOR: STEVEN S | Management | Against | Against |
| REINEMUND | | | |
| 1L. | ELECTION OF DIRECTOR: JIM C. WALTON | Management | Against | Against |
| 1M. | ELECTION OF DIRECTOR: S. ROBSON | Management | Against | Against |
| WALTON | | | |
| 1N. | ELECTION OF DIRECTOR: LINDA S. WOLF | Management | Against | Against |
| 2. | RATIFICATION OF ERNST & YOUNG LLP AS | Management | For | For |
| INDEPENDENT ACCOUNTANTS | | | |
| 3. | ADVISORY VOTE TO APPROVE NAMED | Management | Against | Against |
| EXECUTIVE OFFICER COMPENSATION | | | |
| 4. | REQUEST FOR INDEPENDENT CHAIRMAN | Shareholder | Against | For |
| POLICY | | | |
| 5. | REQUEST FOR ANNUAL REPORT ON | Shareholder | Against | For |
| RECOUPMENT OF EXECUTIVE PAY | | | |
| 6. | REQUEST FOR ANNUAL REPORT ON | Shareholder | For | Against |
| LOBBYING | | | |
| TARGET CORPORATION | | |
| Security | 87612E106 | Meeting Type | Annual |
| Ticker Symbol | TGT | Meeting Date | 11-Jun-2014 |
| ISIN | US87612E1064 | Agenda | 934026433 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 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: CALVIN DARDEN | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: HENRIQUE DE | Management | For | For |
| CASTRO | | | |
| 1E. | ELECTION OF DIRECTOR: JAMES A. | Management | For | For |
| JOHNSON | | | |
| 1F. | ELECTION OF DIRECTOR: MARY E. MINNICK | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: ANNE M. | Management | For | For |
| MULCAHY | | | |
| 1H. | ELECTION OF DIRECTOR: DERICA W. RICE | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: KENNETH L. | Management | For | For |
| SALAZAR | | | |
| 1J. | ELECTION OF DIRECTOR: JOHN G. STUMPF | Management | For | For |
| 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 | For | For |
| ADVISORY BASIS, OUR EXECUTIVE | | | |
| COMPENSATION ("SAY-ON-PAY"). | | | |
| 4. | SHAREHOLDER PROPOSAL TO ELIMINATE | Shareholder | Against | For |
| PERQUISITES. | | | |
| 5. | SHAREHOLDER PROPOSAL TO ADOPT A | Shareholder | Against | For |
| POLICY FOR AN INDEPENDENT CHAIRMAN. | | | |
| 6. | SHAREHOLDER PROPOSAL TO ADOPT A | Shareholder | Against | For |
| POLICY PROHIBITING DISCRIMINATION | | | |
| "AGAINST" OR "FOR" PERSONS. | | | |
Page 40 of 43
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2013 to 06/30/2014
| JARDEN CORPORATION | | |
| Security | 471109108 | Meeting Type | Annual |
| Ticker Symbol | JAH | Meeting Date | 12-Jun-2014 |
| ISIN | US4711091086 | Agenda | 933999394 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1. | DIRECTOR | | Management | | |
| 1 | RICHARD J. HECKMANN | | For | For |
| 2 | IRWIN D. SIMON | | For | For |
| 3 | WILLIAM J. GRANT | | For | For |
| 2. | APPROVAL OF AN AMENDMENT TO THE | Management | For | For |
| COMPANY'S RESTATED CERTIFICATE OF | | | |
| INCORPORATION, AS AMENDED, TO | | | |
| DECLASSIFY THE BOARD OF DIRECTORS. | | | |
| 3. | 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, 2014. | | | |
| 4. | ADVISORY APPROVAL OF JARDEN | Management | Against | Against |
| CORPORATION'S EXECUTIVE | | | |
| COMPENSATION. | | | |
| TIME WARNER INC. | | |
| Security | 887317303 | Meeting Type | Annual |
| Ticker Symbol | TWX | Meeting Date | 13-Jun-2014 |
| ISIN | US8873173038 | Agenda | 933995891 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: JAMES L. | Management | Against | Against |
| BARKSDALE | | | |
| 1B. | ELECTION OF DIRECTOR: WILLIAM P. BARR | Management | Against | Against |
| 1C. | ELECTION OF DIRECTOR: JEFFREY L. | Management | Against | Against |
| BEWKES | | | |
| 1D. | ELECTION OF DIRECTOR: STEPHEN F. | Management | Against | Against |
| BOLLENBACH | | | |
| 1E. | ELECTION OF DIRECTOR: ROBERT C. CLARK | Management | Against | Against |
| 1F. | ELECTION OF DIRECTOR: MATHIAS | Management | Against | Against |
| DOPFNER | | | |
| 1G. | ELECTION OF DIRECTOR: JESSICA P. | Management | Against | Against |
| EINHORN | | | |
| 1H. | ELECTION OF DIRECTOR: CARLOS M. | Management | Against | Against |
| GUTIERREZ | | | |
| 1I. | ELECTION OF DIRECTOR: FRED HASSAN | Management | Against | Against |
| 1J. | ELECTION OF DIRECTOR: KENNETH J. | Management | Against | Against |
| NOVACK | | | |
| 1K. | ELECTION OF DIRECTOR: PAUL D. WACHTER | Management | Against | Against |
| 1L. | ELECTION OF DIRECTOR: DEBORAH C. | Management | Against | Against |
| WRIGHT | | | |
| 2. | RATIFICATION OF APPOINTMENT OF | Management | For | For |
| INDEPENDENT AUDITOR. | | | |
| 3. | ADVISORY VOTE TO APPROVE NAMED | Management | Against | Against |
| EXECUTIVE OFFICER COMPENSATION. | | | |
| 4. | SHAREHOLDER PROPOSAL ON | Shareholder | Against | For |
| INDEPENDENT CHAIRMAN OF THE BOARD. | | | |
Page 41 of 43
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2013 to 06/30/2014
| FREEPORT-MCMORAN COPPER & GOLD INC. | | |
| Security | 35671D857 | Meeting Type | Annual |
| Ticker Symbol | FCX | Meeting Date | 17-Jun-2014 |
| ISIN | US35671D8570 | Agenda | 933999180 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1 | DIRECTOR | | Management | | |
| 1 | RICHARD C. ADKERSON | | For | For |
| 2 | ROBERT J. ALLISON, JR. | | For | For |
| 3 | ALAN R. BUCKWALTER, III | | For | For |
| 4 | ROBERT A. DAY | | For | For |
| 5 | JAMES C. FLORES | | For | For |
| 6 | GERALD J. FORD | | For | For |
| 7 | THOMAS A. FRY, III | | For | For |
| 8 | H. DEVON GRAHAM, JR. | | For | For |
| 9 | LYDIA H. KENNARD | | For | For |
| 10 | CHARLES C. KRULAK | | For | For |
| 11 | BOBBY LEE LACKEY | | For | For |
| 12 | JON C. MADONNA | | For | For |
| 13 | DUSTAN E. MCCOY | | For | For |
| 14 | JAMES R. MOFFETT | | For | For |
| 15 | STEPHEN H. SIEGELE | | For | For |
| 16 | FRANCES FRAGOS TOWNSEND | | For | For |
| 2 | APPROVAL, ON AN ADVISORY BASIS, OF | Management | For | For |
| THE COMPENSATION OF OUR NAMED | | | |
| EXECUTIVE OFFICERS. | | | |
| 3 | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| ERNST & YOUNG LLP AS OUR INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM. | | | |
| 4 | APPROVAL OF THE FREEPORT-MCMORAN | Management | For | For |
| COPPER & GOLD INC. ANNUAL INCENTIVE | | | |
| PLAN. | | | |
| 5 | STOCKHOLDER PROPOSAL REGARDING | Shareholder | Against | For |
| THE SELECTION OF A CANDIDATE WITH | | | |
| ENVIRONMENTAL EXPERTISE TO BE | | | |
| RECOMMENDED FOR ELECTION TO THE | | | |
| BOARD OF DIRECTORS. | | | |
Page 42 of 43
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2013 to 06/30/2014
| CELGENE CORPORATION | | |
| Security | 151020104 | Meeting Type | Annual |
| Ticker Symbol | CELG | Meeting Date | 18-Jun-2014 |
| ISIN | US1510201049 | Agenda | 934002837 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 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, 2014. | | | |
| 3. | AMENDMENT OF THE COMPANY'S | Management | For | For |
| CERTIFICATE OF INCORPORATION TO | | | |
| INCREASE THE AUTHORIZED NUMBER OF | | | |
| SHARES OF COMMON STOCK AND TO | | | |
| EFFECT A STOCK SPLIT. | | | |
| 4. | APPROVAL OF AN AMENDMENT OF THE | Management | Against | Against |
| COMPANY'S 2008 STOCK INCENTIVE PLAN. | | | |
| 5. | APPROVAL, BY NON-BINDING VOTE, OF | Management | Against | Against |
| EXECUTIVE COMPENSATION OF THE | | | |
| COMPANY'S NAMED EXECUTIVE OFFICERS. | | | |
| 6. | STOCKHOLDER PROPOSAL DESCRIBED IN | Shareholder | For | Against |
| MORE DETAIL IN THE PROXY STATEMENT. | | | |
Page 43 of 43
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2013 to 06/30/2014
| MOBILE MINI, INC. | | |
| Security | 60740F105 | Meeting Type | Annual |
| Ticker Symbol | MINI | Meeting Date | 24-Jul-2013 |
| ISIN | US60740F1057 | Agenda | 933848030 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1. | DIRECTOR | | Management | | |
| 1 | FREDERICK MCNAMEE III | | For | For |
| 2 | LAWRENCE TRACHTENBERG | | For | For |
| 2. | RATIFICATION OF THE SELECTION OF KPMG | Management | For | For |
| LLP AS THE COMPANY'S INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM | | | |
| FOR THE YEAR ENDING DECEMBER 31, 2013. | | | |
| 3. | ADVISORY VOTE ON EXECUTIVE | Management | For | For |
| COMPENSATION. | | | |
| 4. | APPROVAL OF AN INCREASE IN THE | Management | Against | Against |
| MAXIMUM NUMBER OF SHARES THAT MAY | | | |
| BE ISSUED UNDER THE MOBILE MINI, INC. | | | |
| 2006 EQUITY INCENTIVE PLAN, AS | | | |
| AMENDED, BY 2,000,000 SHARES, FROM | | | |
| 4,200,000 SHARES TO 6,200,000 SHARES. | | | |
| EXACT SCIENCES CORPORATION | | |
| Security | 30063P105 | Meeting Type | Annual |
| Ticker Symbol | EXAS | Meeting Date | 25-Jul-2013 |
| ISIN | US30063P1057 | Agenda | 933856102 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1. | DIRECTOR | | Management | | |
| 1 | KEVIN T. CONROY | | For | For |
| 2 | KATHERINE S. NAPIER | | For | For |
| 3 | DAVID A. THOMPSON | | For | For |
| 2. | PROPOSAL TO APPROVE ON AN ADVISORY | Management | For | For |
| BASIS THE COMPENSATION OF THE | | | |
| COMPANY'S NAMED EXECUTIVE OFFICERS. | | | |
| 3. | PROPOSAL TO APPROVE THE AMENDMENT | Management | For | For |
| TO 2010 OMNIBUS LONG-TERM INCENTIVE | | | |
| PLAN TO INCREASE THE NUMBER OF | | | |
| SHARES RESERVED FOR ISSUANCE | | | |
| THEREUNDER BY 2,800,000 SHARES AND | | | |
| INCREASE THE FUNGIBLE SHARE RATIO TO | | | |
| 1.55 (FROM 1.35) AND TO RE-APPROVE | | | |
| INDIVIDUAL AWARD LIMITS AND | | | |
| PERFORMANCE GOALS FOR PURPOSES OF | | | |
| SECTION 162(M) OF THE INTERNAL | | | |
| REVENUE CODE OF 1986, AS AMENDED. | | | |
| 4. | PROPOSAL TO RATIFY THE SELECTION OF | Management | For | For |
| BDO USA, LLP AS INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM | | | |
| FOR 2013. | | | | |
Page 1 of 38
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2013 to 06/30/2014
| FLEXTRONICS INTERNATIONAL LTD. | | |
| Security | Y2573F102 | Meeting Type | Annual |
| Ticker Symbol | FLEX | Meeting Date | 29-Jul-2013 |
| ISIN | SG9999000020 | Agenda | 933847963 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1A. | RE-ELECTION OF MR. H. RAYMOND | Management | For | For |
| BINGHAM AS A DIRECTOR OF FLEXTRONICS. | | | |
| 1B. | RE-ELECTION OF DR. WILLY C. SHIH AS A | Management | For | For |
| DIRECTOR OF FLEXTRONICS. | | | |
| 2. | RE-APPOINTMENT OF MR. LAWRENCE A. | Management | For | For |
| ZIMMERMAN AS A DIRECTOR OF | | | |
| FLEXTRONICS. | | | |
| 3. | TO APPROVE THE RE-APPOINTMENT OF | Management | For | For |
| DELOITTE & TOUCHE LLP AS | | | |
| FLEXTRONICS'S INDEPENDENT AUDITORS | | | |
| FOR THE 2014 FISCAL YEAR AND TO | | | |
| AUTHORIZE THE BOARD OF DIRECTORS TO | | | |
| FIX ITS REMUNERATION. | | | |
| 4. | TO APPROVE A GENERAL AUTHORIZATION | Management | For | For |
| FOR THE DIRECTORS OF FLEXTRONICS TO | | | |
| ALLOT AND ISSUE ORDINARY SHARES. | | | |
| 5. | NON-BINDING, ADVISORY RESOLUTION. TO | Management | For | For |
| APPROVE THE COMPENSATION OF 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 | | | |
| PROXY STATEMENT RELATING TO ITS 2013 | | | |
| ANNUAL GENERAL MEETING. | | | |
| 6. | TO APPROVE A RESOLUTION PERMITTING | Management | For | For |
| OUR NON-EMPLOYEE DIRECTORS TO | | | |
| RECEIVE COMPENSATION IN CASH OR | | | |
| SHARES OF FLEXTRONICS'S STOCK, AT | | | |
| EACH DIRECTOR'S DISCRETION. | | | |
| 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. | | | |
| ELECTRONIC ARTS INC. | | |
| Security | 285512109 | Meeting Type | Annual |
| Ticker Symbol | EA | Meeting Date | 31-Jul-2013 |
| ISIN | US2855121099 | Agenda | 933848941 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 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: VIVEK PAUL | Management | For | For |
| 1E | ELECTION OF DIRECTOR: LAWRENCE F. | Management | For | For |
| PROBST III | | | |
| 1F | ELECTION OF DIRECTOR: RICHARD A. | Management | For | For |
| SIMONSON | | | |
| 1G | ELECTION OF DIRECTOR: LUIS A. UBINAS | Management | For | For |
| 1H | ELECTION OF DIRECTOR: DENISE F. | Management | For | For |
| WARREN | | | |
| 2 | APPROVAL OF AMENDMENTS TO THE 2000 | Management | Against | Against |
| EQUITY INCENTIVE PLAN. | | | |
| 3 | APPROVAL OF AN AMENDMENT TO THE 2000 | Management | Against | Against |
| EMPLOYEE STOCK PURCHASE 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, 2014. | | | |
Page 2 of 38
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2013 to 06/30/2014
| MCKESSON CORPORATION | | |
| Security | 58155Q103 | Meeting Type | Annual |
| Ticker Symbol | MCK | Meeting Date | 31-Jul-2013 |
| ISIN | US58155Q1031 | Agenda | 933853738 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 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 FOR THE FISCAL | | | |
| YEAR ENDING MARCH 31, 2014. | | | |
| 3. | ADVISORY VOTE ON EXECUTIVE | Management | For | For |
| COMPENSATION. | | | |
| 4. | APPROVAL OF 2013 STOCK PLAN. | Management | Against | Against |
| 5. | APPROVAL OF AMENDMENT TO 2000 | Management | For | For |
| EMPLOYEE STOCK PURCHASE PLAN. | | | |
| 6. | APPROVAL OF AMENDMENTS TO BY-LAWS | Management | For | For |
| TO PROVIDE FOR A STOCKHOLDER RIGHT | | | |
| TO CALL SPECIAL MEETINGS. | | | |
| 7. | STOCKHOLDER PROPOSAL ON ACTION BY | Shareholder | Against | For |
| WRITTEN CONSENT OF STOCKHOLDERS. | | | |
| 8. | STOCKHOLDER PROPOSAL ON DISCLOSURE | Shareholder | For | Against |
| OF POLITICAL CONTRIBUTIONS AND | | | |
| EXPENDITURES. | | | |
| 9. | STOCKHOLDER PROPOSAL ON SIGNIFICANT | Shareholder | Against | For |
| EXECUTIVE STOCK RETENTION UNTIL | | | |
| REACHING NORMAL RETIREMENT AGE OR | | | |
| TERMINATING EMPLOYMENT. | | | |
| 10. | STOCKHOLDER PROPOSAL ON | Shareholder | For | Against |
| COMPENSATION CLAWBACK POLICY. | | | |
| THE J. M. SMUCKER COMPANY | | |
| Security | 832696405 | Meeting Type | Annual |
| Ticker Symbol | SJM | Meeting Date | 14-Aug-2013 |
| ISIN | US8326964058 | Agenda | 933854273 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: KATHRYN W. | Management | For | For |
| DINDO | | | |
| 1B. | ELECTION OF DIRECTOR: ROBERT B. | Management | For | For |
| HEISLER, JR. | | | |
| 1C. | ELECTION OF DIRECTOR: RICHARD K. | Management | For | For |
| SMUCKER | | | |
| 1D. | ELECTION OF DIRECTOR: PAUL SMUCKER | Management | For | For |
| WAGSTAFF | | | |
| 2. | RATIFICATION OF APPOINTMENT OF ERNST | Management | For | For |
| & YOUNG LLP AS THE COMPANY'S | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR THE 2014 FISCAL | | | |
| YEAR. | | | |
| 3. | ADVISORY APPROVAL OF THE COMPANY'S | Management | For | For |
| EXECUTIVE COMPENSATION. | | | |
| 4. | ADOPTION OF AN AMENDMENT TO THE | Management | Against | Against |
| COMPANY'S AMENDED ARTICLES OF | | | |
| INCORPORATION TO INCREASE THE | | | |
| NUMBER OF COMMON SHARES | | | |
| AUTHORIZED TO BE ISSUED. | | | |
| 5. | ADOPTION OF AN AMENDMENT TO THE | Management | For | For |
| COMPANY'S AMENDED REGULATIONS TO | | | |
| REQUIRE ANNUAL ELECTION OF ALL | | | |
| DIRECTORS. | | | |
Page 3 of 38
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2013 to 06/30/2014
| PATTERSON COMPANIES, INC. | | |
| Security | 703395103 | Meeting Type | Annual |
| Ticker Symbol | PDCO | Meeting Date | 09-Sep-2013 |
| ISIN | US7033951036 | Agenda | 933864452 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1. | DIRECTOR | Management | | |
| 1 | MR. BUCK | | For | For |
| 2. | ADVISORY APPROVAL OF EXECUTIVE | Management | For | For |
| COMPENSATION. | | | |
| 3. | TO RATIFY THE SELECTION OF ERNST & | Management | For | For |
| YOUNG LLP AS OUR INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM | | | |
| FOR THE FISCAL YEAR ENDING APRIL 26, | | | |
| 2014. | | | |
| STRATASYS LTD | | |
| Security | M85548101 | Meeting Type | Special |
| Ticker Symbol | SSYS | Meeting Date | 12-Sep-2013 |
| ISIN | IL0011267213 | Agenda | 933869298 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1. | TO APPROVE A COMPENSATION POLICY | Management | For | For |
| FOR THE COMPANY'S EXECUTIVE OFFICERS | | | |
| AND DIRECTORS, IN ACCORDANCE WITH | | | |
| THE REQUIREMENTS OF THE ISRAELI | | | |
| COMPANIES LAW, 5759-1999. | | | |
| INVENSENSE,INC. | | |
| Security | 46123D205 | Meeting Type | Annual |
| Ticker Symbol | INVN | Meeting Date | 13-Sep-2013 |
| ISIN | US46123D2053 | Agenda | 933861886 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1. | DIRECTOR | | Management | | |
| 1 | R. DOUGLAS NORBY | | For | For |
| 2 | TIM WILSON | | For | For |
| 2. | PROPOSAL TO APPROVE THE EMPLOYEE | Management | For | For |
| STOCK PURCHASE PLAN. | | | |
| 3. | PROPOSAL TO RATIFY THE SELECTION BY | Management | For | For |
| THE AUDIT COMMITTEE OF OUR BOARD OF | | | |
| DIRECTORS OF DELOITTE & TOUCHE LLP AS | | | |
| OUR INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR OUR FISCAL YEAR | | | |
| ENDING MARCH 30, 2014. | | | |
| DARDEN RESTAURANTS, INC. | | |
| Security | 237194105 | Meeting Type | Annual |
| Ticker Symbol | DRI | Meeting Date | 18-Sep-2013 |
| ISIN | US2371941053 | Agenda | 933863551 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 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 THE 2002 STOCK INCENTIVE | Management | Against | Against |
| PLAN, AS AMENDED. | | | |
| 3. | TO APPROVE A RESOLUTION PROVIDING | Management | For | For |
| ADVISORY APPROVAL OF THE COMPANY'S | | | |
| EXECUTIVE COMPENSATION. | | | |
| 4. | TO RATIFY THE APPOINTMENT OF KPMG LLP | Management | For | For |
| AS OUR INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR THE FISCAL YEAR | | | |
| ENDING MAY 25, 2014. | | | |
| 5. | TO CONSIDER A SHAREHOLDER PROPOSAL | Shareholder | Against | For |
| REGARDING MAJORITY VOTE TO ELECT | | | |
| DIRECTORS. | | | |
| 6. | TO CONSIDER A SHAREHOLDER PROPOSAL | Shareholder | Against | For |
| REGARDING PROXY ACCESS. | | | |
| 7. | TO CONSIDER A SHAREHOLDER PROPOSAL | Shareholder | For | Against |
| REGARDING POLITICAL CONTRIBUTIONS. | | | |
| 8. | TO CONSIDER A SHAREHOLDER PROPOSAL | Shareholder | Against | For |
| REGARDING LOBBYING DISCLOSURE. | | | |
| 9. | TO CONSIDER A SHAREHOLDER PROPOSAL | Shareholder | Against | For |
| REGARDING DISCLOSURE OF EEO-1 | | | |
| REPORT DATA. | | | |
Page 4 of 38
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2013 to 06/30/2014
| TAKE-TWO INTERACTIVE SOFTWARE, INC. | | |
| Security | 874054109 | Meeting Type | Annual |
| Ticker Symbol | TTWO | Meeting Date | 18-Sep-2013 |
| ISIN | US8740541094 | Agenda | 933863462 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 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 | Against | Against |
| TAKE-TWO INTERACTIVE SOFTWARE, INC. | | | |
| 2009 STOCK INCENTIVE PLAN. | | | |
| 3. | ADVISORY VOTE TO APPROVE THE | Management | For | For |
| COMPENSATION OF THE NAMED EXECUTIVE | | | |
| OFFICERS. | | | | |
| 4. | 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, | | | |
| 2014. | | | | |
| SEADRILL LIMITED | | |
| Security | G7945E105 | Meeting Type | Annual |
| Ticker Symbol | SDRL | Meeting Date | 20-Sep-2013 |
| ISIN | BMG7945E1057 | Agenda | 933864476 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 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 | TO RE-ELECT BERT BEKKER AS A DIRECTOR | Management | For | For |
| OF THE COMPANY. | | | |
| 7 | TO RE-ELECT PAUL LEAND, JR. AS A | Management | For | For |
| DIRECTOR OF THE COMPANY. | | | |
| 8 | TO AMEND THE COMPANY'S BYE-LAWS NOS. | Management | For | For |
| 57 (A), 89, 93 (B), 103, 104, 105, 106 (A), 110 | | | |
| AND 111. | | | |
| 9 | TO APPOINT PRICEWATERHOUSECOOPERS | Management | For | For |
| LLP, AS AUDITOR AND TO AUTHORIZE THE | | | |
| DIRECTORS TO DETERMINE THEIR | | | |
| REMUNERATION. | | | |
| 10 | TO APPROVE THE REMUNERATION OF THE | Management | For | For |
| COMPANY'S BOARD OF DIRECTORS OF A | | | |
| TOTAL AMOUNT OF FEES NOT TO EXCEED | | | |
| US$1,500,000 FOR THE YEAR ENDED | | | |
| DECEMBER 31, 2013. | | | |
Page 5 of 38
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2013 to 06/30/2014
| MASIMO CORPORATION | | |
| Security | 574795100 | Meeting Type | Annual |
| Ticker Symbol | MASI | Meeting Date | 02-Oct-2013 |
| ISIN | US5747951003 | Agenda | 933873071 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1.1 | ELECTION OF DIRECTOR: MR. JOE KIANI | Management | Against | Against |
| 1.2 | ELECTION OF DIRECTOR: MR. JACK | Management | Against | Against |
| LASERSOHN | | | |
| 2. | TO RATIFY THE SELECTION OF GRANT | Management | For | For |
| THORNTON LLP AS THE COMPANY'S | | | |
| INDEPENDENT AUDITORS FOR FISCAL YEAR | | | |
| 2013. | | | |
| 3. | ADVISORY VOTE TO APPROVE NAMED | Management | For | For |
| EXECUTIVE OFFICER COMPENSATION. | | | |
| CINTAS CORPORATION | | |
| Security | 172908105 | Meeting Type | Annual |
| Ticker Symbol | CTAS | Meeting Date | 22-Oct-2013 |
| ISIN | US1729081059 | Agenda | 933875075 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 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. | TO APPROVE, ON AN ADVISORY BASIS, | Management | For | For |
| NAMED EXECUTIVE OFFICER | | | |
| COMPENSATION. | | | |
| 3. | APPROVE TERM EXTENSION & MATERIAL | Management | For | For |
| TERMS FOR PERFORMANCE-BASED | | | |
| AWARDS UNDER CINTAS CORPORATION | | | |
| 2005 EQUITY COMPENSATION PLAN. | | | |
| 4. | TO APPROVE THE CINTAS CORPORATION | Management | For | For |
| MANAGEMENT INCENTIVE PLAN. | | | |
| 5. | TO RATIFY ERNST & YOUNG LLP AS OUR | Management | For | For |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR FISCAL YEAR 2014. | | | |
| LINEAR TECHNOLOGY CORPORATION | | |
| Security | 535678106 | Meeting Type | Annual |
| Ticker Symbol | LLTC | Meeting Date | 06-Nov-2013 |
| ISIN | US5356781063 | Agenda | 933879744 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 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 29, 2014. | | | |
Page 6 of 38
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2013 to 06/30/2014
| COACH, INC. | | |
| Security | 189754104 | Meeting Type | Annual |
| Ticker Symbol | COH | Meeting Date | 07-Nov-2013 |
| ISIN | US1897541041 | Agenda | 933881446 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1 | DIRECTOR | | Management | | |
| 1 | LEW FRANKFORT | | For | For |
| 2 | SUSAN KROPF | | For | For |
| 3 | GARY LOVEMAN | | For | For |
| 4 | VICTOR LUIS | | For | For |
| 5 | IVAN MENEZES | | For | For |
| 6 | IRENE MILLER | | For | For |
| 7 | MICHAEL MURPHY | | For | For |
| 8 | STEPHANIE TILENIUS | | For | For |
| 9 | JIDE ZEITLIN | | For | For |
| 2. | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| DELOITTE & TOUCHE LLP AS THE | | | |
| COMPANY'S INDEPENDENT REGISTERED | | | |
| PUBLIC ACCOUNTING FIRM FOR FISCAL | | | |
| YEAR 2014 | | | | |
| 3. | APPROVAL, ON A NON-BINDING ADVISORY | Management | Against | Against |
| BASIS, OF THE COMPANY'S EXECUTIVE | | | |
| COMPENSATION AS DISCLOSED IN THE | | | |
| PROXY STATEMENT FOR THE 2013 ANNUAL | | | |
| MEETING | | | | |
| 4. | APPROVAL OF THE COACH, INC. 2013 | Management | Against | Against |
| PERFORMANCE-BASED ANNUAL INCENTIVE | | | |
| PLAN | | | | |
| JDS UNIPHASE CORPORATION | | |
| Security | 46612J507 | Meeting Type | Annual |
| Ticker Symbol | JDSU | Meeting Date | 13-Nov-2013 |
| ISIN | US46612J5074 | Agenda | 933882993 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1.1 | ELECTION OF DIRECTOR: KEITH BARNES | Management | For | For |
| 1.2 | ELECTION OF DIRECTOR: MARTIN A. | Management | For | For |
| KAPLAN | | | |
| 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 28, 2014. | | | |
| 3 | TO APPROVE, BY NON-BINDING ADVISORY | Management | For | For |
| VOTE, THE COMPENSATION OF OUR NAMED | | | |
| EXECUTIVE OFFICERS. | | | |
| MAXIM INTEGRATED PRODUCTS, INC. | | |
| Security | 57772K101 | Meeting Type | Annual |
| Ticker Symbol | MXIM | Meeting Date | 13-Nov-2013 |
| ISIN | US57772K1016 | Agenda | 933881802 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 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 INTEGRATED'S | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR THE FISCAL YEAR | | | |
| ENDING JUNE 28, 2014. | | | |
| 3. | TO RATIFY AND APPROVE AN AMENDMENT | Management | Against | Against |
| TO MAXIM INTEGRATED'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 | Against | Against |
| TO MAXIM INTEGRATED'S 1996 STOCK | | | |
| INCENTIVE PLAN (THE "PLAN") TO INCREASE | | | |
| THE NUMBER OF SHARES AVAILABLE FOR | | | |
| ISSUANCE THEREUNDER BY 6,000,000 | | | |
| SHARES. | | | | |
| 5. | ADVISORY VOTE ON EXECUTIVE | Management | For | For |
| COMPENSATION. | | | |
Page 7 of 38
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2013 to 06/30/2014
| RESMED INC. | | |
| Security | 761152107 | Meeting Type | Annual |
| Ticker Symbol | RMD | Meeting Date | 13-Nov-2013 |
| ISIN | US7611521078 | Agenda | 933883034 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: CAROL BURT | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: RICHARD | Management | For | For |
| SULPIZIO | | | |
| 2. | RATIFY OUR APPOINTMENT OF KPMG LLP | Management | For | For |
| AS OUR INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTANTS FOR THE FISCAL YEAR | | | |
| ENDING JUNE 30, 2014. | | | |
| 3. | APPROVE, ON AN ADVISORY BASIS, THE | Management | For | For |
| COMPENSATION PAID TO OUR NAMED | | | |
| EXECUTIVE OFFICERS, AS DESCRIBED IN | | | |
| THE PROXY STATEMENT. | | | |
| 4. | APPROVE AN AMENDMENT TO THE RESMED | Management | For | For |
| INC. 2009 INCENTIVE AWARD PLAN, WHICH, | | | |
| AMONG OTHER THINGS, INCREASES THE | | | |
| PLAN RESERVE BY 8,345,000 SHARES, AND | | | |
| WHICH SERVES AS APPROVAL FOR | | | |
| PURPOSES OF SECTION 162(M) OF THE US | | | |
| INTERNAL REVENUE CODE. | | | |
| MAXWELL TECHNOLOGIES, INC. | | |
| Security | 577767106 | Meeting Type | Annual |
| Ticker Symbol | MXWL | Meeting Date | 11-Dec-2013 |
| ISIN | US5777671067 | Agenda | 933889315 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1. | DIRECTOR | | Management | | |
| 1 | MARK ROSSI | | For | For |
| 2 | BURKHARD GOESCHEL | | For | For |
| 3 | DAVID SCHLOTTERBECK | | For | For |
| 2. | APPROVE THE 2013 OMNIBUS EQUITY | Management | For | For |
| INCENTIVE PLAN AND APPROVE FOR | | | |
| FEDERAL TAX PURPOSES THE | | | |
| PERFORMANCE GOALS THAT MAY BE USED | | | |
| WITH RESPECT TO CERTAIN | | | |
| PERFORMANCE-BASED AWARDS GRANTED | | | |
| UNDER THE PLAN. | | | |
| 3. | APPROVE THE AMENDMENT AND | Management | For | For |
| RESTATEMENT OF THE MAXWELL | | | |
| TECHNOLOGIES, INC. 2004 EMPLOYEE | | | |
| STOCK PURCHASE PLAN. | | | |
| 4. | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| BDO USA LLP AS OUR INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM | | | |
| FOR THE FISCAL YEAR ENDING DECEMBER | | | |
| 31, 2013. | | | | |
| 5. | TO APPROVE, ON AN ADVISORY BASIS, OUR | Management | For | For |
| NAMED EXECUTIVE OFFICER | | | |
| COMPENSATION. | | | |
| D.R. HORTON, INC. | | |
| Security | 23331A109 | Meeting Type | Annual |
| Ticker Symbol | DHI | Meeting Date | 23-Jan-2014 |
| ISIN | US23331A1097 | Agenda | 933910564 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: DONALD R. | Management | For | For |
| HORTON | | | |
| 1B. | ELECTION OF DIRECTOR: BARBARA K. | Management | For | For |
| ALLEN | | | |
| 1C. | ELECTION OF DIRECTOR: BRADLEY S. | Management | For | For |
| ANDERSON | | | |
| 1D. | ELECTION OF DIRECTOR: MICHAEL R. | Management | For | For |
| BUCHANAN | | | |
| 1E. | ELECTION OF DIRECTOR: MICHAEL W. | Management | For | For |
| HEWATT | | | |
| 1F. | ELECTION OF DIRECTOR: DONALD J. | Management | For | For |
| TOMNITZ | | | |
| 2. | ADVISORY VOTE ON EXECUTIVE | Management | For | For |
| COMPENSATION. | | | |
| 3. | RATIFY THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS OUR | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM. | | | |
Page 8 of 38
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2013 to 06/30/2014
| MUELLER WATER PRODUCTS, INC. | | |
| Security | 624758108 | Meeting Type | Annual |
| Ticker Symbol | MWA | Meeting Date | 29-Jan-2014 |
| ISIN | US6247581084 | Agenda | 933907012 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1. | DIRECTOR | | Management | | |
| 1 | SHIRLEY C. FRANKLIN | | For | For |
| 2 | THOMAS J. HANSEN | | For | For |
| 3 | GREGORY E. HYLAND | | For | For |
| 4 | JERRY W. KOLB | | For | For |
| 5 | JOSEPH B. LEONARD | | For | For |
| 6 | MARK J. O'BRIEN | | For | For |
| 7 | BERNARD G. RETHORE | | For | For |
| 8 | NEIL A. SPRINGER | | For | For |
| 9 | LYDIA W. THOMAS | | For | For |
| 10 | MICHAEL T. TOKARZ | | For | For |
| 2. | TO APPROVE, ON AN ADVISORY BASIS, THE | Management | For | For |
| COMPENSATION OF THE COMPANY'S | | | |
| NAMED EXECUTIVE OFFICERS. | | | |
| 3. | TO RATIFY THE APPOINTMENT OF ERNST & | Management | For | For |
| YOUNG LLP AS THE COMPANY'S | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR THE FISCAL YEAR | | | |
| ENDING SEPTEMBER 30, 2014. | | | |
| THE SCOTTS MIRACLE-GRO CO. | | |
| Security | 810186106 | Meeting Type | Annual |
| Ticker Symbol | SMG | Meeting Date | 30-Jan-2014 |
| ISIN | US8101861065 | Agenda | 933909840 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1. | DIRECTOR | | Management | | |
| 1 | JAMES HAGEDORN | | For | For |
| 2 | JAMES F. MCCANN | | For | For |
| 3 | NANCY G. MISTRETTA | | For | For |
| 4 | STEPHANIE M. SHERN | | 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 COMPANY | | | |
| LLC AMENDED AND RESTATED EXECUTIVE | | | |
| INCENTIVE 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, 2014. | | | |
| ROCKWELL AUTOMATION, INC. | | |
| Security | 773903109 | Meeting Type | Annual |
| Ticker Symbol | ROK | Meeting Date | 04-Feb-2014 |
| ISIN | US7739031091 | Agenda | 933910653 - Management |
| Item | Proposal | Type | Vote | For/Against |
| A. | DIRECTOR | | Management | | |
| 1 | STEVEN R. KALMANSON | | For | For |
| 2 | JAMES P. KEANE | | For | For |
| 3 | DONALD R. PARFET | | 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. | | | |
| D. | SHAREHOLDER PROPOSAL REQUESTING | Shareholder | Against | For |
| MAJORITY VOTING IN ELECTIONS OF | | | |
| DIRECTORS. | | | |
Page 9 of 38
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2013 to 06/30/2014
| LIQUIDITY SERVICES, INC. | | |
| Security | 53635B107 | Meeting Type | Annual |
| Ticker Symbol | LQDT | Meeting Date | 27-Feb-2014 |
| ISIN | US53635B1070 | Agenda | 933919598 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1. | DIRECTOR | | Management | | |
| 1 | PHILLIP A. CLOUGH | | For | For |
| 2 | GEORGE H. ELLIS | | For | For |
| 3 | JAIME MATEUS-TIQUE | | For | For |
| 2. | RATIFICATION OF ERNST & YOUNG LLP AS | Management | For | For |
| THE COMPANY'S INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM | | | |
| FOR FISCAL 2014. | | | |
| 3. | APPROVAL OF AN ADVISORY RESOLUTION | Management | For | For |
| ON EXECUTIVE COMPENSATION. | | | |
| 4. | RE-APPROVAL OF THE MATERIAL TERMS OF | Management | For | For |
| THE PERFORMANCE GOALS UNDER THE | | | |
| 2006 OMNIBUS LONG-TERM INCENTIVE | | | |
| PLAN. | | | | |
| HOLOGIC, INC. | | |
| Security | 436440101 | Meeting Type | Annual |
| Ticker Symbol | HOLX | Meeting Date | 04-Mar-2014 |
| ISIN | US4364401012 | Agenda | 933916744 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1. | DIRECTOR | | Management | | |
| 1 | JONATHAN CHRISTODORO | | For | For |
| 2 | SALLY W. CRAWFORD | | For | For |
| 3 | SCOTT T. GARRETT | | For | For |
| 4 | DAVID R. LAVANCE, JR. | | For | For |
| 5 | NANCY L. LEAMING | | For | For |
| 6 | LAWRENCE M. LEVY | | For | For |
| 7 | STEPHEN P. MACMILLAN | | For | For |
| 8 | SAMUEL MERKSAMER | | For | For |
| 9 | CHRISTIANA STAMOULIS | | For | For |
| 10 | ELAINE S. ULLIAN | | For | For |
| 11 | WAYNE WILSON | | For | For |
| 2. | A NON-BINDING ADVISORY RESOLUTION TO | Management | For | For |
| APPROVE EXECUTIVE COMPENSATION. | | | |
| 3. | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| ERNST & YOUNG LLP AS THE COMPANY'S | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR FISCAL 2014. | | | |
| HELMERICH & PAYNE, INC. | | |
| Security | 423452101 | Meeting Type | Annual |
| Ticker Symbol | HP | Meeting Date | 05-Mar-2014 |
| ISIN | US4234521015 | Agenda | 933917328 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: HANS HELMERICH | Management | Against | Against |
| 1B. | ELECTION OF DIRECTOR: JOHN W. LINDSAY | Management | Against | Against |
| 1C. | ELECTION OF DIRECTOR: PAULA MARSHALL | Management | Against | Against |
| 1D. | ELECTION OF DIRECTOR: RANDY A. FOUTCH | Management | Against | Against |
| 1E. | ELECTION OF DIRECTOR: JOHN D. ZEGLIS | Management | Against | Against |
| 1F. | ELECTION OF DIRECTOR: WILLIAM L. | Management | Against | Against |
| ARMSTRONG | | | |
| 1G. | ELECTION OF DIRECTOR: THOMAS A. | Management | Against | Against |
| PETRIE | | | |
| 2. | RATIFICATION OF ERNST & YOUNG LLP AS | Management | For | For |
| AUDITORS FOR 2014. | | | |
| 3. | ADVISORY VOTE ON EXECUTIVE | Management | For | For |
| COMPENSATION. | | | |
Page 10 of 38
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2013 to 06/30/2014
| NORTHERN TRUST CORPORATION | | |
| Security | 665859104 | Meeting Type | Annual |
| Ticker Symbol | NTRS | Meeting Date | 15-Apr-2014 |
| ISIN | US6658591044 | Agenda | 933929587 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 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 | JOSE LUIS PRADO | | For | For |
| 7 | JOHN W. ROWE | | For | For |
| 8 | MARTIN P. SLARK | | For | For |
| 9 | DAVID H. B. SMITH, JR. | | For | For |
| 10 | CHARLES A. TRIBBETT III | | For | For |
| 11 | FREDERICK H. WADDELL | | For | For |
| 2. | APPROVAL, BY AN ADVISORY VOTE, OF THE | Management | For | For |
| 2013 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, 2014. | | | |
| 4. | STOCKHOLDER PROPOSAL REGARDING | Shareholder | For | Against |
| ADDITIONAL DISCLOSURE OF POLITICAL | | | |
| AND LOBBYING CONTRIBUTIONS, IF | | | |
| PROPERLY PRESENTED AT THE ANNUAL | | | |
| MEETING. | | | | |
| ASSOCIATED BANC-CORP | | |
| Security | 045487105 | Meeting Type | Annual |
| Ticker Symbol | ASBC | Meeting Date | 22-Apr-2014 |
| ISIN | US0454871056 | Agenda | 933936431 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 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 | CORY L. NETTLES | | For | For |
| 10 | J. DOUGLAS QUICK | | For | For |
| 11 | KAREN T. VAN LITH | | For | For |
| 12 | JOHN (JAY) B. WILLIAMS | | For | For |
| 2 | ADVISORY APPROVAL OF ASSOCIATED | Management | For | For |
| BANC-CORP'S NAMED EXECUTIVE OFFICER | | | |
| COMPENSATION. | | | |
| 3 | 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, 2014. | | | |
Page 11 of 38
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2013 to 06/30/2014
| HANESBRANDS INC. | | |
| Security | 410345102 | Meeting Type | Annual |
| Ticker Symbol | HBI | Meeting Date | 22-Apr-2014 |
| ISIN | US4103451021 | Agenda | 933930617 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1. | DIRECTOR | | Management | | |
| 1 | BOBBY J. GRIFFIN | | For | For |
| 2 | JAMES C. JOHNSON | | For | For |
| 3 | JESSICA T. MATHEWS | | For | For |
| 4 | ROBERT F. MORAN | | 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, ON AN ADVISORY BASIS, | Management | For | For |
| EXECUTIVE COMPENSATION AS DESCRIBED | | | |
| IN THE PROXY STATEMENT FOR THE | | | |
| ANNUAL MEETING | | | |
| 3. | TO RATIFY THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS | | | |
| HANESBRANDS' INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM | | | |
| FOR HANESBRANDS' 2014 FISCAL YEAR | | |
| MDU RESOURCES GROUP, INC. | | |
| Security | 552690109 | Meeting Type | Annual |
| Ticker Symbol | MDU | Meeting Date | 22-Apr-2014 |
| ISIN | US5526901096 | Agenda | 933940923 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 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: MARK A. | Management | For | For |
| HELLERSTEIN | | | |
| 1E. | ELECTION OF DIRECTOR: A. BART HOLADAY | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: DENNIS W. | Management | For | For |
| JOHNSON | | | |
| 1G. | ELECTION OF DIRECTOR: WILLIAM E. | Management | For | For |
| MCCRACKEN | | | |
| 1H. | ELECTION OF DIRECTOR: PATRICIA L. MOSS | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: HARRY J. PEARCE | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: J. KENT WELLS | Management | For | For |
| 1K. | ELECTION OF DIRECTOR: JOHN K. WILSON | Management | For | For |
| 2. | RATIFICATION OF DELOITTE & TOUCHE LLP | Management | For | For |
| AS THE COMPANY'S INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM | | | |
| FOR 2014. | | | |
| 3. | APPROVAL, ON A NON-BINDING ADVISORY | Management | For | For |
| BASIS, OF THE COMPENSATION OF THE | | | |
| COMPANY'S NAMED EXECUTIVE OFFICERS. | | | |
| NOBLE ENERGY, INC. | | |
| Security | 655044105 | Meeting Type | Annual |
| Ticker Symbol | NBL | Meeting Date | 22-Apr-2014 |
| ISIN | US6550441058 | Agenda | 933957803 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 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 | For | For |
| VOTE, THE COMPENSATION OF THE | | | |
| COMPANY'S NAMED EXECUTIVE OFFICERS. | | | |
Page 12 of 38
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2013 to 06/30/2014
| SUNTRUST BANKS, INC. | | |
| Security | 867914103 | Meeting Type | Annual |
| Ticker Symbol | STI | Meeting Date | 22-Apr-2014 |
| ISIN | US8679141031 | Agenda | 933927052 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: ROBERT M. BEALL, | Management | For | For |
| II | | | |
| 1B. | ELECTION OF DIRECTOR: DAVID H. HUGHES | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: M. DOUGLAS | Management | For | For |
| IVESTER | | | |
| 1D. | ELECTION OF DIRECTOR: KYLE PRECHTL | Management | For | For |
| LEGG | | | |
| 1E. | ELECTION OF DIRECTOR: WILLIAM A. | Management | For | For |
| LINNENBRINGER | | | |
| 1F. | ELECTION OF DIRECTOR: DONNA S. MOREA | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: DAVID M. | Management | For | For |
| RATCLIFFE | | | |
| 1H. | ELECTION OF DIRECTOR: WILLIAM H. | Management | For | For |
| ROGERS, JR. | | | |
| 1I. | ELECTION OF DIRECTOR: FRANK P. | Management | For | For |
| SCRUGGS, JR. | | | |
| 1J. | ELECTION OF DIRECTOR: THOMAS R. | Management | For | For |
| WATJEN | | | |
| 1K. | ELECTION OF DIRECTOR: DR. PHAIL WYNN, | Management | For | For |
| JR. | | | |
| 2. | TO APPROVE, ON AN ADVISORY BASIS, THE | Management | Against | Against |
| COMPANY'S EXECUTIVE COMPENSATION. | | | |
| 3. | TO APPROVE AN AMENDMENT TO THE | Management | For | For |
| SUNTRUST BANKS, INC. 2009 STOCK PLAN. | | | |
| 4. | TO APPROVE THE MATERIAL TERMS OF THE | Management | Against | Against |
| SUNTRUST BANKS, INC. 2009 STOCK PLAN. | | | |
| 5. | TO APPROVE THE MATERIAL TERMS OF THE | Management | Against | Against |
| SUNTRUST BANKS, INC. ANNUAL INCENTIVE | | | |
| PLAN. | | | |
| 6. | TO RATIFY THE APPOINTMENT OF ERNST & | Management | For | For |
| YOUNG LLP AS OUR INDEPENDENT | | | |
| AUDITOR FOR 2014. | | | |
| REGIONS FINANCIAL CORPORATION | | |
| Security | 7591EP100 | Meeting Type | Annual |
| Ticker Symbol | RF | Meeting Date | 24-Apr-2014 |
| ISIN | US7591EP1005 | Agenda | 933934893 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 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: LEE J. | Management | Against | Against |
| STYSLINGER III | | | |
| 2. | RATIFICATION OF SELECTION OF | Management | For | For |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM. | | | |
| 3. | NONBINDING STOCKHOLDER APPROVAL OF | Management | For | For |
| EXECUTIVE COMPENSATION. | | | |
Page 13 of 38
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2013 to 06/30/2014
| SCANA CORPORATION | | |
| Security | 80589M102 | Meeting Type | Annual |
| Ticker Symbol | SCG | Meeting Date | 24-Apr-2014 |
| ISIN | US80589M1027 | Agenda | 933951419 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1. | DIRECTOR | | Management | | |
| 1 | JOHN F.A.V. CECIL | | For | For |
| 2 | D. MAYBANK HAGOOD | | For | For |
| 3 | ALFREDO TRUJILLO | | For | For |
| 2. | APPROVAL OF THE APPOINTMENT OF THE | Management | For | For |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM | | | |
| 3. | APPROVAL OF BOARD-PROPOSED | Management | For | For |
| AMENDMENTS TO ARTICLE 8 OF OUR | | | |
| ARTICLES OF INCORPORATION TO | | | |
| DECLASSIFY THE BOARD OF DIRECTORS | | | |
| AND PROVIDE FOR THE ANNUAL ELECTION | | | |
| OF ALL DIRECTORS | | | |
| 4. | ADVISORY (NON-BINDING) VOTE TO | Management | Against | Against |
| APPROVE EXECUTIVE COMPENSATION | | | |
| CINCINNATI FINANCIAL CORPORATION | | |
| Security | 172062101 | Meeting Type | Annual |
| Ticker Symbol | CINF | Meeting Date | 26-Apr-2014 |
| ISIN | US1720621010 | Agenda | 933934982 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: WILLIAM F. BAHL | Management | Against | Against |
| 1B. | ELECTION OF DIRECTOR: GREGORY T. BIER | Management | Against | Against |
| 1C. | ELECTION OF DIRECTOR: LINDA W. | Management | Against | Against |
| CLEMENT-HOLMES | | | |
| 1D. | ELECTION OF DIRECTOR: DIRK J. DEBBINK | Management | Against | Against |
| 1E. | ELECTION OF DIRECTOR: STEVEN J. | Management | Against | Against |
| JOHNSTON | | | |
| 1F. | ELECTION OF DIRECTOR: KENNETH C. | Management | Against | Against |
| LICHTENDAHL | | | |
| 1G. | ELECTION OF DIRECTOR: W. RODNEY | Management | Against | Against |
| MCMULLEN | | | |
| 1H. | ELECTION OF DIRECTOR: DAVID P. OSBORN | Management | Against | Against |
| 1I. | ELECTION OF DIRECTOR: GRETCHEN W. | Management | Against | Against |
| PRICE | | | |
| 1J. | ELECTION OF DIRECTOR: JOHN J. SCHIFF, | Management | Against | Against |
| JR. | | | |
| 1K. | ELECTION OF DIRECTOR: THOMAS R. | Management | Against | Against |
| SCHIFF | | | |
| 1L. | ELECTION OF DIRECTOR: DOUGLAS S. | Management | Against | Against |
| SKIDMORE | | | |
| 1M. | ELECTION OF DIRECTOR: KENNETH W. | Management | Against | Against |
| STECHER | | | |
| 1N. | ELECTION OF DIRECTOR: JOHN F. STEELE, | Management | Against | Against |
| JR. | | | |
| 1O. | ELECTION OF DIRECTOR: LARRY R. WEBB | Management | Against | Against |
| 2. | RATIFICATION OF THE SELECTION OF | Management | For | For |
| DELOITTE & TOUCHE LLP AS THE | | | |
| COMPANY'S INDEPENDENT REGISTERED | | | |
| PUBLIC ACCOUNTING FIRM FOR 2014. | | | |
| 3. | A NONBINDING PROPOSAL TO APPROVE | Management | For | For |
| COMPENSATION FOR THE COMPANY'S | | | |
| NAMED EXECUTIVE OFFICERS. | | | |
| 4. | RE-APPROVAL OF THE PERFORMANCE | Management | For | For |
| OBJECTIVES FOR THE CINCINNATI | | | |
| FINANCIAL CORPORATION 2009 INCENTIVE | | | |
| COMPENSATION PLAN. | | | |
| 5. | A SHAREHOLDER PROPOSAL REGARDING | Shareholder | Against | For |
| MAJORITY VOTING IN UNCONTESTED | | | |
| DIRECTOR ELECTIONS, IF INTRODUCED AT | | | |
| THE MEETING. | | | |
Page 14 of 38
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2013 to 06/30/2014
| HARLEY-DAVIDSON, INC. | | |
| Security | 412822108 | Meeting Type | Annual |
| Ticker Symbol | HOG | Meeting Date | 26-Apr-2014 |
| ISIN | US4128221086 | Agenda | 933934540 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1. | DIRECTOR | | Management | | |
| 1 | BARRY K. ALLEN | | For | For |
| 2 | R. JOHN ANDERSON | | For | For |
| 3 | RICHARD I. BEATTIE | | For | For |
| 4 | MICHAEL J. CAVE | | For | For |
| 5 | GEORGE H. CONRADES | | For | For |
| 6 | DONALD A. JAMES | | For | For |
| 7 | SARA L. LEVINSON | | For | For |
| 8 | N. THOMAS LINEBARGER | | For | For |
| 9 | GEORGE L. MILES, JR. | | For | For |
| 10 | JAMES A. NORLING | | For | For |
| 11 | KEITH E. WANDELL | | For | For |
| 12 | JOCHEN ZEITZ | | For | For |
| 2. | APPROVAL OF THE HARLEY-DAVIDSON, INC. | Management | For | For |
| 2014 INCENTIVE STOCK PLAN. | | | |
| 3. | APPROVAL, BY ADVISORY VOTE, OF THE | Management | For | For |
| COMPENSATION OF OUR NAMED | | | |
| EXECUTIVE OFFICERS. | | | |
| 4. | RATIFICATION OF SELECTION OF ERNST & | Management | For | For |
| YOUNG LLP, INDEPENDENT REGISTERED | | | |
| PUBLIC ACCOUNTING FIRM, TO BE THE | | | |
| AUDITORS. | | | |
| 5. | SHAREHOLDER PROPOSAL REGARDING | Shareholder | Against | For |
| MAJORITY VOTING. | | | |
| REGAL-BELOIT CORPORATION | | |
| Security | 758750103 | Meeting Type | Annual |
| Ticker Symbol | RBC | Meeting Date | 28-Apr-2014 |
| ISIN | US7587501039 | Agenda | 933956243 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: THOMAS J. | Management | For | For |
| FISCHER | | | |
| 1B. | ELECTION OF DIRECTOR: RAKESH SACHDEV | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: JANE L. WARNER | Management | For | For |
| 2. | ADVISORY VOTE ON THE COMPENSATION | Management | For | For |
| OF THE COMPANY'S NAMED EXECUTIVE | | | |
| OFFICERS. | | | |
| 3. | TO RATIFY THE SELECTION OF DELOITTE & | Management | For | For |
| TOUCHE LLP AS THE INDEPENDENT | | | |
| AUDITORS FOR THE COMPANY FOR THE | | | |
| YEAR ENDING JANUARY 3, 2015. | | | |
| FIRST HORIZON NATIONAL CORPORATION | | |
| Security | 320517105 | Meeting Type | Annual |
| Ticker Symbol | FHN | Meeting Date | 29-Apr-2014 |
| ISIN | US3205171057 | Agenda | 933936568 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 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 15 of 38
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2013 to 06/30/2014
| DARDEN RESTAURANTS, INC. | | |
| Security | 237194105 | Meeting Type | Contested-Consent |
| Ticker Symbol | DRI | Meeting Date | 30-Apr-2014 |
| ISIN | US2371941053 | Agenda | 933964808 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 01 | THE UNDERSIGNED SHAREHOLDER, ACTING | Management | Abstain | Against |
| WITH REGARD TO ALL SHARES OF COMMON | | | |
| STOCK, NO PAR VALUE PER SHARE, OF | | | |
| DARDEN RESTAURANTS, INC. ENTITLED TO | | | |
| VOTE AND HELD BY THE UNDERSIGNED, | | | |
| HEREBY REVOKES ANY PREVIOUSLY | | | |
| EXECUTED WRITTEN REQUEST CARD | | | |
| DELIVERED TO STARBOARD VALUE LP AND | | | |
| ITS AFFILIATES REQUESTING THE CALL OF | | | |
| A SPECIAL MEETING OF SHAREHOLDERS | | | |
| DESCRIBED IN THE DEFINITIVE STARBOARD | | | |
| SOLICITATION, DATED 3/20/14 AND HEREBY | | | |
| CONFIRMS THAT THE UNDERSIGNED HAS | | | |
| THE POWER TO DELIVER A REVOCATION OF | | | |
| WRITTEN REQUEST FOR THE NUMBER OF | | | |
| SHARES REPRESENTED HEREBY. | | | |
| MOBILE MINI, INC. | | |
| Security | 60740F105 | Meeting Type | Annual |
| Ticker Symbol | MINI | Meeting Date | 30-Apr-2014 |
| ISIN | US60740F1057 | Agenda | 933940404 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1.1 | ELECTION OF DIRECTOR: MICHAEL L. | Management | For | For |
| WATTS | | | |
| 1.2 | ELECTION OF DIRECTOR: ERIK OLSSON | Management | For | For |
| 2. | RATIFICATION OF THE RETENTION OF KPMG | Management | For | For |
| LLP AS THE COMPANY'S INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM | | | |
| FOR THE YEAR ENDING DECEMBER 31, 2014. | | | |
| 3. | ADVISORY VOTE ON EXECUTIVE | Management | Against | Against |
| COMPENSATION. | | | |
| MSCI INC. | | |
| Security | 55354G100 | Meeting Type | Annual |
| Ticker Symbol | MSCI | Meeting Date | 30-Apr-2014 |
| ISIN | US55354G1004 | Agenda | 933940795 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: HENRY A. | Management | For | For |
| FERNANDEZ | | | |
| 1B. | ELECTION OF DIRECTOR: ROBERT G. ASHE | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: BENJAMIN F. | Management | For | For |
| DUPONT | | | |
| 1D. | ELECTION OF DIRECTOR: ALICE W. HANDY | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: CATHERINE R. | Management | For | For |
| KINNEY | | | |
| 1F. | ELECTION OF DIRECTOR: LINDA H. RIEFLER | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: GEORGE W. | Management | For | For |
| SIGULER | | | |
| 1H. | ELECTION OF DIRECTOR: PATRICK TIERNEY | Management | For | For |
| 1I. | 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 | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS | | | |
| INDEPENDENT AUDITOR. | | | |
Page 16 of 38
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2013 to 06/30/2014
| STILLWATER MINING COMPANY | | |
| Security | 86074Q102 | Meeting Type | Annual |
| Ticker Symbol | SWC | Meeting Date | 30-Apr-2014 |
| ISIN | US86074Q1022 | Agenda | 933958730 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1. | DIRECTOR | | Management | | |
| 1 | BRIAN SCHWEITZER | | For | For |
| 2 | MICHAEL MCMULLEN | | For | For |
| 3 | PATRICE E. MERRIN | | For | For |
| 4 | MICHAEL S. PARRETT | | For | For |
| 5 | CHARLES ENGLES | | For | For |
| 6 | GEORGE M. BEE | | For | For |
| 7 | GARY A. SUGAR | | For | For |
| 2. | TO RATIFY THE APPOINTMENT OF KPMG LLP | Management | For | For |
| AS THE COMPANY'S INDEPENDENT | | | |
| REGISTERED ACCOUNTING FIRM FOR 2014. | | | |
| 3. | AN ADVISORY VOTE ON EXECUTIVE | Management | For | For |
| OFFICER COMPENSATION. | | | |
| W.W. GRAINGER, INC. | | |
| Security | 384802104 | Meeting Type | Annual |
| Ticker Symbol | GWW | Meeting Date | 30-Apr-2014 |
| ISIN | US3848021040 | Agenda | 933936265 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 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 | NEIL S. NOVICH | | For | For |
| 6 | MICHAEL J. ROBERTS | | For | For |
| 7 | GARY L. ROGERS | | For | For |
| 8 | JAMES T. RYAN | | For | For |
| 9 | E. SCOTT SANTI | | For | For |
| 10 | 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, 2014. | | | |
| 3 | SAY ON PAY: ADVISORY PROPOSAL TO | Management | For | For |
| APPROVE COMPENSATION OF THE | | | |
| COMPANY'S NAMED EXECUTIVE OFFICERS. | | | |
| OASIS PETROLEUM INC | | |
| Security | 674215108 | Meeting Type | Annual |
| Ticker Symbol | OAS | Meeting Date | 01-May-2014 |
| ISIN | US6742151086 | Agenda | 933937495 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1. | DIRECTOR | | Management | | |
| 1 | TED COLLINS, JR. | | For | For |
| 2 | DOUGLAS E. SWANSON, JR. | | For | For |
| 2. | TO RATIFY THE SELECTION OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS THE | | | |
| COMPANY'S INDEPENDENT REGISTERED | | | |
| PUBLIC ACCOUNTANTS FOR 2014. | | | |
| 3. | TO APPROVE THE AMENDED AND | Management | Against | Against |
| RESTATED 2010 LONG TERM INCENTIVE | | | |
| PLAN. | | | | |
| 4. | TO APPROVE THE AMENDED AND | Management | Against | Against |
| RESTATED 2010 ANNUAL INCENTIVE | | | |
| COMPENSATION PLAN. | | | |
Page 17 of 38
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2013 to 06/30/2014
| FMC TECHNOLOGIES, INC. | | |
| Security | 30249U101 | Meeting Type | Annual |
| Ticker Symbol | FTI | Meeting Date | 02-May-2014 |
| ISIN | US30249U1016 | Agenda | 933963147 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: CLARENCE P. | Management | For | For |
| CAZALOT, JR. | | | |
| 1B. | ELECTION OF DIRECTOR: ELEAZAR DE | Management | For | For |
| CARVALHO FILHO | | | |
| 1C. | ELECTION OF DIRECTOR: C. MAURY DEVINE | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: CLAIRE S. FARLEY | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: JOHN T. GREMP | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: THOMAS M. | Management | For | For |
| HAMILTON | | | |
| 1G. | ELECTION OF DIRECTOR: PETER MELLBYE | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: JOSEPH H. | Management | For | For |
| NETHERLAND | | | |
| 1I. | ELECTION OF DIRECTOR: RICHARD A. | Management | For | For |
| PATTAROZZI | | | |
| 2. | RATIFY THE APPOINTMENT OF KPMG LLP AS | Management | For | For |
| THE INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR 2014. | | | |
| 3. | ADVISORY APPROVAL OF 2013 EXECUTIVE | Management | For | For |
| COMPENSATION. | | | |
| LKQ CORPORATION | | |
| Security | 501889208 | Meeting Type | Annual |
| Ticker Symbol | LKQ | Meeting Date | 05-May-2014 |
| ISIN | US5018892084 | Agenda | 933943335 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1.1 | ELECTION OF DIRECTOR: A. CLINTON ALLEN | Management | For | For |
| 1.2 | ELECTION OF DIRECTOR: RONALD G. | Management | For | For |
| FOSTER | | | |
| 1.3 | ELECTION OF DIRECTOR: JOSEPH M. | Management | For | For |
| HOLSTEN | | | |
| 1.4 | ELECTION OF DIRECTOR: BLYTHE J. | Management | For | For |
| MCGARVIE | | | |
| 1.5 | ELECTION OF DIRECTOR: PAUL M. MEISTER | Management | For | For |
| 1.6 | ELECTION OF DIRECTOR: JOHN F. O'BRIEN | Management | For | For |
| 1.7 | ELECTION OF DIRECTOR: GUHAN | Management | For | For |
| SUBRAMANIAN | | | |
| 1.8 | ELECTION OF DIRECTOR: ROBERT L. | Management | For | For |
| WAGMAN | | | |
| 1.9 | ELECTION OF DIRECTOR: WILLIAM M. | Management | For | For |
| WEBSTER, IV | | | |
| 2. | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| DELOITTE & TOUCHE LLP AS OUR | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR OUR FISCAL YEAR | | | |
| ENDING DECEMBER 31, 2014. | | | |
| 3. | APPROVAL, ON AN ADVISORY BASIS, OF | Management | For | For |
| THE COMPENSATION OF OUR NAMED | | | |
| EXECUTIVE OFFICERS. | | | |
| BILL BARRETT CORPORATION | | |
| Security | 06846N104 | Meeting Type | Annual |
| Ticker Symbol | BBG | Meeting Date | 06-May-2014 |
| ISIN | US06846N1046 | Agenda | 933947597 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1. | DIRECTOR | | Management | | |
| 1 | CARIN M. BARTH | | For | For |
| 2 | KEVIN O. MEYERS | | For | For |
| 3 | JIM W. MOGG | | For | For |
| 4 | EDMUND P. SEGNER, III | | For | For |
| 5 | MICHAEL E. WILEY | | For | For |
| 6 | R. SCOT WOODALL | | 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 2014. | | | |
Page 18 of 38
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2013 to 06/30/2014
| DIAMONDROCK HOSPITALITY CO | | |
| Security | 252784301 | Meeting Type | Annual |
| Ticker Symbol | DRH | Meeting Date | 06-May-2014 |
| ISIN | US2527843013 | Agenda | 933956534 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 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, 2014. | | | | |
| DRESSER-RAND GROUP INC. | | |
| Security | 261608103 | Meeting Type | Annual |
| Ticker Symbol | DRC | Meeting Date | 06-May-2014 |
| ISIN | US2616081038 | Agenda | 933948284 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1.1 | ELECTION OF DIRECTOR: WILLIAM E. | Management | Against | Against |
| MACAULAY | | | |
| 1.2 | ELECTION OF DIRECTOR: VINCENT R. | Management | Against | Against |
| VOLPE JR. | | | |
| 1.3 | ELECTION OF DIRECTOR: RITA V. FOLEY | Management | Against | Against |
| 1.4 | ELECTION OF DIRECTOR: LOUIS A. RASPINO | Management | Against | Against |
| 1.5 | ELECTION OF DIRECTOR: PHILIP R. ROTH | Management | Against | Against |
| 1.6 | ELECTION OF DIRECTOR: STEPHEN A. | Management | Against | Against |
| SNIDER | | | |
| 1.7 | ELECTION OF DIRECTOR: MICHAEL L. | Management | Against | Against |
| UNDERWOOD | | | |
| 1.8 | 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, 2014. | | | |
| 3. | ADOPT AN ADVISORY RESOLUTION TO | Management | For | For |
| APPROVE EXECUTIVE COMPENSATION. | | | |
| MASCO CORPORATION | | |
| Security | 574599106 | Meeting Type | Annual |
| Ticker Symbol | MAS | Meeting Date | 06-May-2014 |
| ISIN | US5745991068 | Agenda | 933958158 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: KEITH J. ALLMAN | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: VERNE G. ISTOCK | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: J. MICHAEL LOSH | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: CHRISTOPHER A. | Management | For | For |
| O'HERLIHY | | | |
| 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 2014. | | | |
| 4. | TO APPROVE THE COMPANY'S 2014 LONG | Management | For | For |
| TERM STOCK INCENTIVE PLAN. | | | |
Page 19 of 38
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2013 to 06/30/2014
| MAXWELL TECHNOLOGIES, INC. | | |
| Security | 577767106 | Meeting Type | Annual |
| Ticker Symbol | MXWL | Meeting Date | 06-May-2014 |
| ISIN | US5777671067 | Agenda | 933944654 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1. | DIRECTOR | | Management | | |
| 1 | ROBERT GUYETT | | For | For |
| 2 | YON YOON JORDEN | | For | For |
| 2 | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| BDO USA LLP AS OUR INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM | | | |
| FOR THE FISCAL YEAR ENDING DECEMBER | | | |
| 31, 2014. | | | |
| 3 | TO APPROVE, ON AN ADVISORY BASIS, OUR | Management | For | For |
| NAMED EXECUTIVE OFFICER | | | |
| COMPENSATION. | | | |
| ZIMMER HOLDINGS, INC. | | |
| Security | 98956P102 | Meeting Type | Annual |
| Ticker Symbol | ZMH | Meeting Date | 06-May-2014 |
| ISIN | US98956P1021 | Agenda | 933947600 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: CHRISTOPHER B. | Management | For | For |
| BEGLEY | | | |
| 1B. | ELECTION OF DIRECTOR: BETSY J. | Management | For | For |
| BERNARD | | | |
| 1C. | ELECTION OF DIRECTOR: PAUL M. BISARO | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: GAIL K. | Management | For | For |
| BOUDREAUX | | | |
| 1E. | ELECTION OF DIRECTOR: DAVID C. DVORAK | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: LARRY C. | Management | For | For |
| GLASSCOCK | | | |
| 1G. | ELECTION OF DIRECTOR: ROBERT A. | Management | For | For |
| HAGEMANN | | | |
| 1H. | ELECTION OF DIRECTOR: ARTHUR J. | Management | For | For |
| HIGGINS | | | |
| 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 2014 | | | |
| BRUNSWICK CORPORATION | | |
| Security | 117043109 | Meeting Type | Annual |
| Ticker Symbol | BC | Meeting Date | 07-May-2014 |
| ISIN | US1170431092 | Agenda | 933939728 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: NANCY E. | Management | For | For |
| COOPER | | | |
| 1B. | ELECTION OF DIRECTOR: DUSTAN E. | Management | For | For |
| MCCOY | | | |
| 1C. | ELECTION OF DIRECTOR: RALPH C. STAYER | Management | For | For |
| 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 2014 STOCK INCENTIVE | | | |
| PLAN. | | | |
| 4. | THE RATIFICATION OF THE AUDIT | Management | For | For |
| COMMITTEE'S APPOINTMENT OF DELOITTE | | | |
| & TOUCHE LLP AS THE COMPANY'S | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR THE FISCAL YEAR | | | |
| ENDING DECEMBER 31, 2014. | | | |
Page 20 of 38
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2013 to 06/30/2014
| DISCOVER FINANCIAL SERVICES | | |
| Security | 254709108 | Meeting Type | Annual |
| Ticker Symbol | DFS | Meeting Date | 07-May-2014 |
| ISIN | US2547091080 | Agenda | 933944250 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 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: CANDACE H. | Management | For | For |
| DUNCAN | | | |
| 1E. | ELECTION OF DIRECTOR: CYNTHIA A. | Management | For | For |
| GLASSMAN | | | |
| 1F. | ELECTION OF DIRECTOR: RICHARD H. | Management | For | For |
| LENNY | | | |
| 1G. | ELECTION OF DIRECTOR: THOMAS G. | Management | For | For |
| MAHERAS | | | |
| 1H. | ELECTION OF DIRECTOR: MICHAEL H. | Management | For | For |
| MOSKOW | | | |
| 1I. | ELECTION OF DIRECTOR: DAVID W. NELMS | 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 APPROVE THE AMENDMENT AND | Management | For | For |
| RESTATEMENT OF OUR OMNIBUS | | | |
| INCENTIVE PLAN. | | | |
| 4. | TO RATIFY THE APPOINTMENT OF DELOITTE | Management | For | For |
| & TOUCHE LLP AS THE COMPANY'S | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM. | | | |
| EXPEDITORS INT'L OF WASHINGTON, INC. | | |
| Security | 302130109 | Meeting Type | Annual |
| Ticker Symbol | EXPD | Meeting Date | 07-May-2014 |
| ISIN | US3021301094 | Agenda | 933939590 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: PETER J. ROSE | Management | Against | Against |
| 1B. | ELECTION OF DIRECTOR: ROBERT R. | Management | Against | Against |
| WRIGHT | | | |
| 1C. | ELECTION OF DIRECTOR: MARK A. EMMERT | Management | Against | Against |
| 1D. | ELECTION OF DIRECTOR: R. JORDAN GATES | Management | Against | Against |
| 1E. | ELECTION OF DIRECTOR: DAN P. | Management | Against | Against |
| KOURKOUMELIS | | | |
| 1F. | ELECTION OF DIRECTOR: MICHAEL J. | Management | Against | Against |
| MALONE | | | |
| 1G. | ELECTION OF DIRECTOR: JOHN W. | Management | Against | Against |
| MEISENBACH | | | |
| 1H. | ELECTION OF DIRECTOR: JEFFREY S. | Management | Against | Against |
| MUSSER | | | |
| 1I. | ELECTION OF DIRECTOR: LIANE J. | Management | Against | Against |
| PELLETIER | | | |
| 1J. | ELECTION OF DIRECTOR: JAMES L.K. WANG | Management | Against | Against |
| 1K. | ELECTION OF DIRECTOR: TAY YOSHITANI | Management | Against | Against |
| 2. | TO APPROVE, ON A NON-BINDING BASIS, | Management | For | For |
| THE COMPENSATION OF THE COMPANY'S | | | |
| NAMED EXECUTIVE OFFICERS. | | | |
| 3. | TO APPROVE THE ADOPTION OF THE 2014 | Management | For | For |
| STOCK OPTION PLAN. | | | |
| 4. | TO APPROVE THE AMENDMENT TO THE 2002 | Management | For | For |
| EMPLOYEE STOCK PURCHASE PLAN. | | | |
| 5. | TO APPROVE THE ADOPTION OF THE 2014 | Management | Against | Against |
| DIRECTORS' RESTRICTED STOCK PLAN. | | | |
| 6. | 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, 2014. | | | |
Page 21 of 38
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2013 to 06/30/2014
| HANGER, INC. | | |
| Security | 41043F208 | Meeting Type | Annual |
| Ticker Symbol | HGR | Meeting Date | 07-May-2014 |
| ISIN | US41043F2083 | Agenda | 933987642 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1. | DIRECTOR | | Management | | |
| 1 | VINIT K. ASAR | | For | For |
| 2 | CHRISTOPHER B. BEGLEY | | For | For |
| 3 | THOMAS P. COOPER, M.D. | | For | For |
| 4 | CYNTHIA L. FELDMANN | | For | For |
| 5 | ERIC A. GREEN | | For | For |
| 6 | STEPHEN E. HARE | | For | For |
| 7 | RICHARD R. PETTINGILL | | 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 2014. | | | |
| LASALLE HOTEL PROPERTIES | | |
| Security | 517942108 | Meeting Type | Annual |
| Ticker Symbol | LHO | Meeting Date | 07-May-2014 |
| ISIN | US5179421087 | Agenda | 933928167 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1. | DIRECTOR | | Management | | |
| 1 | MICHAEL D. BARNELLO | | For | For |
| 2 | DONALD A. WASHBURN | | For | For |
| 2. | TO RATIFY THE APPOINTMENT OF THE | Management | For | For |
| COMPANY'S INDEPENDENT REGISTERED | | | |
| PUBLIC ACCOUNTANTS FOR THE YEAR | | | |
| ENDING DECEMBER 31, 2014. | | | |
| 3. | TO APPROVE, BY NON-BINDING VOTE, | Management | For | For |
| EXECUTIVE COMPENSATION. | | | |
| 4. | TO APPROVE AN AMENDMENT TO THE | Management | For | For |
| COMPANY'S AMENDED AND RESTATED | | | |
| DECLARATION OF TRUST TO DECLASSIFY | | | |
| THE BOARD OF TRUSTEES. | | | |
| 5. | TO APPROVE THE LASALLE HOTEL | Management | For | For |
| PROPERTIES 2014 EQUITY INCENTIVE PLAN. | | | |
| NORDSTROM, INC. | | |
| Security | 655664100 | Meeting Type | Annual |
| Ticker Symbol | JWN | Meeting Date | 07-May-2014 |
| ISIN | US6556641008 | Agenda | 933944185 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 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: BRAD D. SMITH | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: B. KEVIN TURNER | Management | For | For |
| 1K. | ELECTION OF DIRECTOR: ROBERT D. | Management | For | For |
| WALTER | | | |
| 1L. | 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 REGARDING EXECUTIVE | Management | For | For |
| COMPENSATION. | | | |
Page 22 of 38
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2013 to 06/30/2014
| SPX CORPORATION | | |
| Security | 784635104 | Meeting Type | Annual |
| Ticker Symbol | SPW | Meeting Date | 07-May-2014 |
| ISIN | US7846351044 | Agenda | 933948513 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1.1 | ELECTION OF DIRECTOR: PATRICK D. | Management | For | For |
| CAMPBELL | | | |
| 1.2 | ELECTION OF DIRECTOR: EMERSON U. | Management | For | For |
| FULLWOOD | | | |
| 1.3 | ELECTION OF DIRECTOR: MICHAEL J. | Management | For | For |
| MANCUSO | | | |
| 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 2014. | | | |
| ALLISON TRANSMISSION HOLDINGS, INC. | | |
| Security | 01973R101 | Meeting Type | Annual |
| Ticker Symbol | ALSN | Meeting Date | 08-May-2014 |
| ISIN | US01973R1014 | Agenda | 933942989 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1. | DIRECTOR | | Management | | |
| 1 | BRIAN A. BERNASEK | | For | For |
| 2 | KOSTY GILIS | | For | For |
| 3 | FRANCIS RABORN | | For | For |
| 2. | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS THE | | | |
| COMPANY'S INDEPENDENT REGISTERED | | | |
| PUBLIC ACCOUNTING FIRM FOR 2014. | | | |
| ECOLAB INC. | | |
| Security | 278865100 | Meeting Type | Annual |
| Ticker Symbol | ECL | Meeting Date | 08-May-2014 |
| ISIN | US2788651006 | Agenda | 933946088 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 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: CARL M. CASALE | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: STEPHEN I. | Management | For | For |
| CHAZEN | | | |
| 1F. | ELECTION OF DIRECTOR: JERRY A. | Management | For | For |
| GRUNDHOFER | | | |
| 1G. | ELECTION OF DIRECTOR: ARTHUR J. | Management | For | For |
| HIGGINS | | | |
| 1H. | ELECTION OF DIRECTOR: JOEL W. JOHNSON | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: MICHAEL LARSON | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: JERRY W. LEVIN | Management | For | For |
| 1K. | ELECTION OF DIRECTOR: ROBERT L. | Management | For | For |
| LUMPKINS | | | |
| 1L. | ELECTION OF DIRECTOR: VICTORIA J. REICH | Management | For | For |
| 1M. | ELECTION OF DIRECTOR: SUZANNE M. | Management | For | For |
| VAUTRINOT | | | |
| 1N. | 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, 2014. | | | |
| 3. | RE-APPROVE THE ECOLAB INC. | Management | For | For |
| MANAGEMENT PERFORMANCE INCENTIVE | | | |
| PLAN, AS AMENDED. | | | |
| 4. | ADVISORY VOTE TO APPROVE THE | Management | For | For |
| COMPENSATION OF EXECUTIVES | | | |
| DISCLOSED IN THE PROXY STATEMENT. | | | |
| 5. | STOCKHOLDER PROPOSAL REQUESTING AN | Shareholder | Against | For |
| INDEPENDENT BOARD CHAIR. | | | |
Page 23 of 38
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2013 to 06/30/2014
| LUNDIN MINING CORPORATION | | |
| Security | 550372106 | Meeting Type | Annual and Special Meeting |
| Ticker Symbol | LUNMF | Meeting Date | 09-May-2014 |
| ISIN | CA5503721063 | Agenda | 933979392 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 01 | DIRECTOR | | Management | | |
| 1 | DONALD K. CHARTER | | Withheld | Against |
| 2 | PAUL K. CONIBEAR | | Withheld | Against |
| 3 | JOHN H. CRAIG | | Withheld | Against |
| 4 | BRIAN D. EDGAR | | Withheld | Against |
| 5 | PETER C. JONES | | Withheld | Against |
| 6 | LUKAS H. LUNDIN | | Withheld | Against |
| 7 | DALE C. PENIUK | | Withheld | Against |
| 8 | WILLIAM A. RAND | | Withheld | Against |
| 02 | TO APPOINT PRICEWATERHOUSECOOPERS | Management | For | For |
| LLP AS AUDITORS OF THE CORPORATION | | | |
| FOR THE ENSUING YEAR AND AUTHORIZING | | | |
| THE DIRECTORS TO FIX THEIR | | | |
| REMUNERATION. | | | |
| 03 | TO CONSIDER AND, IF THOUGHT | Management | For | For |
| APPROPRIATE, PASS AN ORDINARY | | | |
| RESOLUTION TO ADOPT THE SHARE UNIT | | | |
| PLAN OF THE CORPORATION, TO ADOPT A | | | |
| NEW INCENTIVE OPTION PLAN OF THE | | | |
| CORPORATION AND TO RATIFY CERTAIN | | | |
| PREVIOUSLY GRANTED OPTIONS UNDER | | | |
| THE NEW INCENTIVE STOCK OPTION PLAN, | | | |
| AS MORE FULLY DESCRIBED IN THE | | | |
| ACCOMPANYING MANAGEMENT | | | |
| INFORMATION CIRCULAR. | | | |
| ALTERA CORPORATION | | |
| Security | 021441100 | Meeting Type | Annual |
| Ticker Symbol | ALTR | Meeting Date | 13-May-2014 |
| ISIN | US0214411003 | Agenda | 933956685 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: JOHN P. DAANE | Management | Against | Against |
| 1B. | ELECTION OF DIRECTOR: T. MICHAEL | Management | Against | Against |
| NEVENS | | | |
| 1C. | ELECTION OF DIRECTOR: A. BLAINE | Management | Against | Against |
| BOWMAN | | | |
| 1D. | ELECTION OF DIRECTOR: ELISHA W. FINNEY | Management | Against | Against |
| 1E. | ELECTION OF DIRECTOR: KEVIN MCGARITY | Management | Against | Against |
| 1F. | ELECTION OF DIRECTOR: KRISH A. PRABHU | Management | Against | Against |
| 1G. | ELECTION OF DIRECTOR: SHANE V. | Management | Against | Against |
| ROBISON | | | |
| 1H. | ELECTION OF DIRECTOR: JOHN | Management | Against | Against |
| SHOEMAKER | | | |
| 1I. | ELECTION OF DIRECTOR: THOMAS H. | Management | Against | Against |
| WAECHTER | | | |
| 2. | TO APPROVE AN AMENDMENT TO THE 2005 | Management | Against | Against |
| EQUITY INCENTIVE PLAN TO (I) EXTEND THE | | | |
| TERM OF THE PLAN, (II) INCREASE BY | | | |
| 3,000,000 THE NUMBER OF SHARES OF | | | |
| COMMON STOCK RESERVED FOR ISSUANCE | | | |
| UNDER THE PLAN AND (III) MAKE CERTAIN | | | |
| OTHER CHANGES AS DESCRIBED IN MORE | | | |
| DETAIL IN THE PROXY STATEMENT. | | | |
| 3. | TO APPROVE AN AMENDMENT TO THE 1987 | Management | For | For |
| EMPLOYEE STOCK PURCHASE PLAN TO | | | |
| INCREASE BY 1,000,000 THE NUMBER OF | | | |
| SHARES OF COMMON STOCK RESERVED | | | |
| FOR ISSUANCE UNDER THE PLAN. | | | |
| 4. | TO APPROVE, ON AN ADVISORY BASIS, | Management | For | For |
| NAMED EXECUTIVE OFFICER | | | |
| COMPENSATION. | | | |
| 5. | TO RATIFY THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS OUR | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR THE FISCAL YEAR | | | |
| ENDING DECEMBER 31, 2014. | | | |
| 6. | IF PROPERLY PRESENTED AT THE ANNUAL | Shareholder | Against | For |
| MEETING, TO CONSIDER A STOCKHOLDER | | | |
| PROPOSAL REGARDING AN INDEPENDENT | | | |
| CHAIR OF THE BOARD. | | | |
Page 24 of 38
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2013 to 06/30/2014
| BROADCOM CORPORATION | | |
| Security | 111320107 | Meeting Type | Annual |
| Ticker Symbol | BRCM | Meeting Date | 13-May-2014 |
| ISIN | US1113201073 | Agenda | 933953956 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1. | DIRECTOR | | Management | | |
| 1 | ROBERT 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. | ADVISORY VOTE ON THE COMPENSATION | Management | Against | Against |
| OF THE COMPANY'S NAMED EXECUTIVE | | | |
| OFFICERS DESCRIBED IN THE PROXY | | | |
| STATEMENT. | | | |
| 3. | 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, 2014. | | | |
| CATAMARAN CORPORATION | | |
| Security | 148887102 | Meeting Type | Annual |
| Ticker Symbol | CTRX | Meeting Date | 13-May-2014 |
| ISIN | CA1488871023 | Agenda | 933958285 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: MARK THIERER | Management | Abstain | Against |
| 1B. | ELECTION OF DIRECTOR: PETER BENSEN | Management | Abstain | Against |
| 1C. | ELECTION OF DIRECTOR: STEVEN COSLER | Management | Abstain | Against |
| 1D. | ELECTION OF DIRECTOR: WILLIAM DAVIS | Management | Abstain | Against |
| 1E. | ELECTION OF DIRECTOR: STEVEN EPSTEIN | Management | Abstain | Against |
| 1F. | ELECTION OF DIRECTOR: BETSY HOLDEN | Management | Abstain | Against |
| 1G. | ELECTION OF DIRECTOR: KAREN KATEN | Management | Abstain | Against |
| 1H. | ELECTION OF DIRECTOR: HARRY KRAEMER | Management | Abstain | Against |
| 1I. | ELECTION OF DIRECTOR: ANTHONY MASSO | Management | Abstain | Against |
| 2. | TO CONSIDER AND APPROVE THE | Management | Against | Against |
| AMENDMENT AND RESTATEMENT OF THE | | | |
| CATAMARAN CORPORATION INCENTIVE | | | |
| PLAN. | | | |
| 3. | TO CONSIDER AND APPROVE THE | Management | For | For |
| MATERIAL TERMS OF THE PERFORMANCE | | | |
| MEASURES UNDER THE CATAMARAN | | | |
| CORPORATION THIRD AMENDED AND | | | |
| RESTATED LONG-TERM INCENTIVE PLAN. | | | |
| 4. | ADVISORY VOTE TO APPROVE NAMED | Management | For | For |
| EXECUTIVE OFFICER COMPENSATION, AS | | | |
| DISCLOSED IN THE COMPANY'S PROXY | | | |
| CIRCULAR AND PROXY STATEMENT. | | | |
| 5. | TO APPOINT KPMG LLP AS AUDITORS OF | Management | For | For |
| THE COMPANY AND TO AUTHORIZE THE | | | |
| BOARD OF DIRECTORS TO FIX THE | | | |
| AUDITOR'S REMUNERATION AND TERMS OF | | | |
| ENGAGEMENT. | | | |
Page 25 of 38
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2013 to 06/30/2014
| CIT GROUP INC. | | |
| Security | 125581801 | Meeting Type | Annual |
| Ticker Symbol | CIT | Meeting Date | 13-May-2014 |
| ISIN | US1255818015 | Agenda | 933960470 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: JOHN A. THAIN | Management | Against | Against |
| 1B. | ELECTION OF DIRECTOR: ELLEN R. | Management | Against | Against |
| ALEMANY | | | |
| 1C. | ELECTION OF DIRECTOR: MICHAEL J. | Management | Against | Against |
| EMBLER | | | |
| 1D. | ELECTION OF DIRECTOR: WILLIAM M. | Management | Against | Against |
| FREEMAN | | | |
| 1E. | ELECTION OF DIRECTOR: DAVID M. | Management | Against | Against |
| MOFFETT | | | |
| 1F. | ELECTION OF DIRECTOR: R. BRAD OATES | Management | Against | Against |
| 1G. | ELECTION OF DIRECTOR: MARIANNE MILLER | Management | Against | Against |
| PARRS | | | |
| 1H. | ELECTION OF DIRECTOR: GERALD | Management | Against | Against |
| ROSENFELD | | | |
| 1I. | ELECTION OF DIRECTOR: JOHN R. RYAN | Management | Against | Against |
| 1J. | ELECTION OF DIRECTOR: SHEILA A. STAMPS | Management | Against | Against |
| 1K. | ELECTION OF DIRECTOR: SEYMOUR | Management | Against | Against |
| STERNBERG | | | |
| 1L. | ELECTION OF DIRECTOR: PETER J. TOBIN | Management | Against | Against |
| 1M. | ELECTION OF DIRECTOR: LAURA S. UNGER | Management | Against | Against |
| 2. | TO RATIFY THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS CIT'S | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM AND EXTERNAL | | | |
| AUDITORS FOR 2014. | | | |
| 3. | TO RECOMMEND, BY NON-BINDING VOTE, | Management | For | For |
| THE COMPENSATION OF CIT'S NAMED | | | |
| EXECUTIVE OFFICERS. | | | |
| ENCANA CORPORATION | | |
| Security | 292505104 | Meeting Type | Annual |
| Ticker Symbol | ECA | Meeting Date | 13-May-2014 |
| ISIN | CA2925051047 | Agenda | 933986551 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 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 | JANE L. PEVERETT | | For | For |
| 6 | BRIAN G. SHAW | | For | For |
| 7 | DOUGLAS J. SUTTLES | | 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 | CONFIRMATION OF AMENDMENTS TO | Management | For | For |
| CORPORATION'S BY-LAW NO. 1 | | | |
Page 26 of 38
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2013 to 06/30/2014
| INTERNATIONAL FLAVORS & FRAGRANCES INC. | | |
| Security | 459506101 | Meeting Type | Annual |
| Ticker Symbol | IFF | Meeting Date | 13-May-2014 |
| ISIN | US4595061015 | Agenda | 933956572 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: MARCELLO V. | Management | Against | Against |
| BOTTOLI | | | |
| 1B. | ELECTION OF DIRECTOR: DR. LINDA 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 THE SELECTION OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS THE | | | |
| COMPANY'S INDEPENDENT REGISTERED | | | |
| PUBLIC ACCOUNTING FIRM FOR 2014. | | | |
| 3. | ADVISORY VOTE TO APPROVE THE | Management | For | For |
| COMPENSATION PAID TO THE COMPANY'S | | | |
| NAMED EXECUTIVE OFFICERS IN 2013. | | | |
| HOST HOTELS & RESORTS, INC. | | |
| Security | 44107P104 | Meeting Type | Annual |
| Ticker Symbol | HST | Meeting Date | 14-May-2014 |
| ISIN | US44107P1049 | Agenda | 933970320 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1.1 | ELECTION OF DIRECTOR: MARY L. BAGLIVO | Management | Against | Against |
| 1.2 | ELECTION OF DIRECTOR: SHEILA C. BAIR | Management | Against | Against |
| 1.3 | ELECTION OF DIRECTOR: TERENCE C. | Management | Against | Against |
| GOLDEN | | | |
| 1.4 | ELECTION OF DIRECTOR: ANN M. | Management | Against | Against |
| KOROLOGOS | | | |
| 1.5 | ELECTION OF DIRECTOR: RICHARD E. | Management | Against | Against |
| MARRIOTT | | | |
| 1.6 | ELECTION OF DIRECTOR: JOHN B. MORSE, | Management | Against | Against |
| JR. | | | |
| 1.7 | ELECTION OF DIRECTOR: WALTER C. | Management | Against | Against |
| RAKOWICH | | | |
| 1.8 | ELECTION OF DIRECTOR: GORDON H. SMITH | Management | Against | Against |
| 1.9 | ELECTION OF DIRECTOR: W. EDWARD | Management | Against | Against |
| WALTER | | | |
| 2. | RATIFY APPOINTMENT OF KPMG LLP AS | Management | For | For |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTANTS FOR 2014. | | | |
| 3. | ADVISORY RESOLUTION TO APPROVE | Management | For | For |
| EXECUTIVE COMPENSATION. | | | |
Page 27 of 38
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2013 to 06/30/2014
| MURPHY OIL CORPORATION | | |
| Security | 626717102 | Meeting Type | Annual |
| Ticker Symbol | MUR | Meeting Date | 14-May-2014 |
| ISIN | US6267171022 | Agenda | 933944767 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: F.W. BLUE | Management | Against | Against |
| 1B. | ELECTION OF DIRECTOR: T.J. COLLINS | Management | Against | Against |
| 1C. | ELECTION OF DIRECTOR: S.A. COSSE | Management | Against | Against |
| 1D. | ELECTION OF DIRECTOR: C.P. DEMING | Management | Against | Against |
| 1E. | ELECTION OF DIRECTOR: R.W. JENKINS | Management | Against | Against |
| 1F. | ELECTION OF DIRECTOR: J.V. KELLEY | Management | Against | Against |
| 1G. | ELECTION OF DIRECTOR: W. MIROSH | Management | Against | Against |
| 1H. | ELECTION OF DIRECTOR: R.M. MURPHY | Management | Against | Against |
| 1I. | ELECTION OF DIRECTOR: J.W. NOLAN | Management | Against | Against |
| 1J. | ELECTION OF DIRECTOR: N.E. SCHMALE | Management | Against | Against |
| 1K. | ELECTION OF DIRECTOR: C.G. THEUS | Management | Against | Against |
| 2. | ADVISORY VOTE ON EXECUTIVE | Management | For | For |
| COMPENSATION. | | | |
| 3. | APPROVE THE APPOINTMENT OF KPMG LLP | Management | For | For |
| AS INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR 2014. | | | |
| USG CORPORATION | | |
| Security | 903293405 | Meeting Type | Annual |
| Ticker Symbol | USG | Meeting Date | 14-May-2014 |
| ISIN | US9032934054 | Agenda | 933949654 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1. | DIRECTOR | | Management | | |
| 1 | MATTHEW CARTER JR. | | For | For |
| 2 | GRETCHEN R. HAGGERTY | | For | For |
| 3 | RICHARD P. LAVIN | | For | For |
| 4 | JAMES S. METCALF | | 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, 2014. | | | |
| 3. | TO APPROVE, BY ADVISORY VOTE, THE | Management | For | For |
| COMPENSATION OF OUR NAMED | | | |
| EXECUTIVE OFFICERS. | | | |
| KOHL'S CORPORATION | | |
| Security | 500255104 | Meeting Type | Annual |
| Ticker Symbol | KSS | Meeting Date | 15-May-2014 |
| ISIN | US5002551043 | Agenda | 933948195 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: PETER | Management | Against | Against |
| BONEPARTH | | | |
| 1B. | ELECTION OF DIRECTOR: STEVEN A. BURD | Management | Against | Against |
| 1C. | ELECTION OF DIRECTOR: DALE E. JONES | Management | Against | Against |
| 1D. | ELECTION OF DIRECTOR: KEVIN MANSELL | Management | Against | Against |
| 1E. | ELECTION OF DIRECTOR: JOHN E. | Management | Against | Against |
| SCHLIFSKE | | | |
| 1F. | ELECTION OF DIRECTOR: FRANK V. SICA | Management | Against | Against |
| 1G. | ELECTION OF DIRECTOR: PETER M. | Management | Against | Against |
| SOMMERHAUSER | | | |
| 1H. | ELECTION OF DIRECTOR: STEPHANIE A. | Management | Against | Against |
| STREETER | | | |
| 1I. | ELECTION OF DIRECTOR: NINA G. VACA | Management | Against | Against |
| 1J. | ELECTION OF DIRECTOR: STEPHEN E. | Management | Against | Against |
| 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: EXECUTIVES TO | Shareholder | Against | For |
| RETAIN SIGNIFICANT STOCK. | | | |
| 5. | SHAREHOLDER PROPOSAL: ANNUAL | Shareholder | Against | For |
| REPORT ON THE COSTS, BENEFITS AND | | | |
| SCIENTIFIC SUPPORT FOR SUSTAINABILITY | | | |
| INITIATIVES. | | | |
Page 28 of 38
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2013 to 06/30/2014
| CAMERON INTERNATIONAL CORPORATION |
| Security | 13342B105 | Meeting Type | Annual |
| Ticker Symbol | CAM | Meeting Date | 16-May-2014 |
| ISIN | US13342B1052 | Agenda | 933961674 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1.1 | ELECTION OF DIRECTOR: H. PAULETT | Management | Against | Against |
| EBERHART | | | |
| 1.2 | ELECTION OF DIRECTOR: PETER J. FLUOR | Management | Against | Against |
| 1.3 | ELECTION OF DIRECTOR: JAMES T. | Management | Against | Against |
| HACKETT | | | |
| 1.4 | ELECTION OF DIRECTOR: JACK B. MOORE | Management | Against | Against |
| 1.5 | ELECTION OF DIRECTOR: MICHAEL E. | Management | Against | Against |
| PATRICK | | | |
| 1.6 | ELECTION OF DIRECTOR: JON ERIK | Management | Against | Against |
| REINHARDSEN | | | |
| 1.7 | ELECTION OF DIRECTOR: BRUCE W. | Management | Against | Against |
| WILKINSON | | | |
| 2. | TO RATIFY THE APPOINTMENT OF ERNST & | Management | For | For |
| YOUNG LLP AS OUR INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTANTS FOR | | | |
| 2014. | | | |
| 3. | TO APPROVE, ON AN ADVISORY BASIS, OUR | Management | For | For |
| 2013 EXECUTIVE COMPENSATION. | | | |
| PEPCO HOLDINGS, INC. | | |
| Security | 713291102 | Meeting Type | Annual |
| Ticker Symbol | POM | Meeting Date | 16-May-2014 |
| ISIN | US7132911022 | Agenda | 933947636 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: PAUL M. BARBAS | Management | Against | Against |
| 1B. | ELECTION OF DIRECTOR: JACK B. DUNN, IV | Management | Against | Against |
| 1C. | ELECTION OF DIRECTOR: H. RUSSELL | Management | Against | Against |
| FRISBY, JR. | | | |
| 1D. | ELECTION OF DIRECTOR: TERENCE C. | Management | Against | Against |
| GOLDEN | | | |
| 1E. | ELECTION OF DIRECTOR: PATRICK T. | Management | Against | Against |
| HARKER | | | |
| 1F. | ELECTION OF DIRECTOR: BARBARA J. | Management | Against | Against |
| KRUMSIEK | | | |
| 1G. | ELECTION OF DIRECTOR: LAWRENCE C. | Management | Against | Against |
| NUSSDORF | | | |
| 1H. | ELECTION OF DIRECTOR: PATRICIA A. | Management | Against | Against |
| OELRICH | | | |
| 1I. | ELECTION OF DIRECTOR: JOSEPH M. RIGBY | Management | Against | Against |
| 1J. | ELECTION OF DIRECTOR: LESTER P. | Management | Against | Against |
| SILVERMAN | | | |
| 2. | A PROPOSAL TO APPROVE, ON AN | Management | For | For |
| ADVISORY BASIS, PEPCO HOLDINGS, INC.'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 PEPCO HOLDINGS, | | | |
| INC. FOR 2014. | | | |
| 3D SYSTEMS CORPORATION | | |
| Security | 88554D205 | Meeting Type | Annual |
| Ticker Symbol | DDD | Meeting Date | 19-May-2014 |
| ISIN | US88554D2053 | Agenda | 933952409 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1. | DIRECTOR | | Management | | |
| 1 | WILLIAM E. CURRAN | | For | For |
| 2 | PETER H. DIAMANDIS | | For | For |
| 3 | CHARLES W. HULL | | For | For |
| 4 | JIM D. KEVER | | For | For |
| 5 | G. WALTER LOEWENBAUM,II | | For | For |
| 6 | KEVIN S. MOORE | | For | For |
| 7 | ABRAHAM N. REICHENTAL | | For | For |
| 8 | DANIEL S. VAN RIPER | | For | For |
| 9 | KAREN E. WELKE | | For | For |
| 2. | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| BDO USA, LLP AS THE COMPANY'S | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR THE YEAR ENDING | | | |
| DECEMBER 31, 2014. | | | |
| 3. | APPROVAL OF THE ADVISORY VOTE ON THE | Management | For | For |
| COMPENSATION OF OUR NAMED | | | |
| EXECUTIVE OFFICERS. | | | |
Page 29 of 38
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2013 to 06/30/2014
| DENBURY RESOURCES INC. | | |
| Security | 247916208 | Meeting Type | Annual |
| Ticker Symbol | DNR | Meeting Date | 20-May-2014 |
| ISIN | US2479162081 | Agenda | 933970370 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1. | DIRECTOR | | Management | | |
| 1 | WIELAND F. WETTSTEIN | | For | For |
| 2 | MICHAEL L. BEATTY | | For | For |
| 3 | MICHAEL B. DECKER | | For | For |
| 4 | JOHN P. DIELWART | | For | For |
| 5 | RONALD G. GREENE | | For | For |
| 6 | GREGORY L. MCMICHAEL | | For | For |
| 7 | KEVIN O. MEYERS | | For | For |
| 8 | PHIL RYKHOEK | | For | For |
| 9 | RANDY STEIN | | For | For |
| 10 | LAURA A. SUGG | | For | For |
| 2. | ADVISORY VOTE TO APPROVE THE | Management | For | For |
| COMPANY'S 2013 NAMED EXECUTIVE | | | |
| OFFICER COMPENSATION. | | | |
| 3. | PROPOSAL TO RATIFY THE AUDIT | Management | For | For |
| COMMITTEE'S SELECTION OF | | | |
| PRICEWATERHOUSECOOPERS LLP AS THE | | | |
| COMPANY'S INDEPENDENT REGISTERED | | | |
| PUBLIC ACCOUNTING FIRM FOR 2014. | | | |
| GOODRICH PETROLEUM CORPORATION | | |
| Security | 382410405 | Meeting Type | Annual |
| Ticker Symbol | GDP | Meeting Date | 20-May-2014 |
| ISIN | US3824104059 | Agenda | 933990815 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1. | DIRECTOR | | Management | | |
| 1 | JOSIAH T. AUSTIN | | For | For |
| 2 | PETER D. GOODSON | | For | For |
| 3 | GENE WASHINGTON | | 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, 2014. | | | |
| 3. | APPROVE, ON AN ADVISORY BASIS, THE | Management | For | For |
| COMPENSATION OF OUR NAMED | | | |
| EXECUTIVE OFFICERS. | | | |
| 4. | APPROVE THE SECOND AMENDMENT TO | Management | For | For |
| THE COMPANY'S AMENDED 2006 LONG- | | | |
| TERM INCENTIVE PLAN (THE "2006 PLAN"). | | | |
| 5. | REAPPROVE THE MATERIAL TERMS OF THE | Management | For | For |
| 2006 PLAN FOR PURPOSES OF COMPLYING | | | |
| WITH SECTION 162(M) OF THE INTERNAL | | | |
| REVENUE CODE. | | | |
Page 30 of 38
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2013 to 06/30/2014
| RANGE RESOURCES CORPORATION | | |
| Security | 75281A109 | Meeting Type | Annual |
| Ticker Symbol | RRC | Meeting Date | 20-May-2014 |
| ISIN | US75281A1097 | Agenda | 933965456 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: ANTHONY V. DUB | Management | Against | Against |
| 1B. | ELECTION OF DIRECTOR: V. RICHARD | Management | Against | Against |
| EALES | | | |
| 1C. | ELECTION OF DIRECTOR: ALLEN FINKELSON | Management | Against | Against |
| 1D. | ELECTION OF DIRECTOR: JAMES M. FUNK | Management | Against | Against |
| 1E. | ELECTION OF DIRECTOR: JONATHAN S. | Management | Against | Against |
| LINKER | | | |
| 1F. | ELECTION OF DIRECTOR: MARY RALPH | Management | Against | Against |
| LOWE | | | |
| 1G. | ELECTION OF DIRECTOR: KEVIN S. | Management | Against | Against |
| MCCARTHY | | | |
| 1H. | ELECTION OF DIRECTOR: JOHN H. | Management | Against | Against |
| PINKERTON | | | |
| 1I. | ELECTION OF DIRECTOR: JEFFREY L. | Management | Against | Against |
| 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 AS | | | |
| OF AND FOR THE FISCAL YEAR ENDING | | | |
| DECEMBER 31, 2014. | | | |
| 4. | STOCKHOLDER PROPOSAL - A PROPOSAL | Shareholder | Against | For |
| REQUESTING A REPORT REGARDING | | | |
| FUGITIVE METHANE EMISSIONS. | | | |
| SOUTHWESTERN ENERGY COMPANY | | |
| Security | 845467109 | Meeting Type | Annual |
| Ticker Symbol | SWN | Meeting Date | 20-May-2014 |
| ISIN | US8454671095 | Agenda | 933966395 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1.1 | ELECTION OF DIRECTOR: JOHN D. GASS | Management | Against | Against |
| 1.2 | ELECTION OF DIRECTOR: CATHERINE A. | Management | Against | Against |
| KEHR | | | |
| 1.3 | ELECTION OF DIRECTOR: GREG D. KERLEY | Management | Against | Against |
| 1.4 | ELECTION OF DIRECTOR: VELLO A. | Management | Against | Against |
| KUUSKRAA | | | |
| 1.5 | ELECTION OF DIRECTOR: KENNETH R. | Management | Against | Against |
| MOURTON | | | |
| 1.6 | ELECTION OF DIRECTOR: STEVEN L. | Management | Against | Against |
| MUELLER | | | |
| 1.7 | ELECTION OF DIRECTOR: ELLIOTT PEW | Management | Against | Against |
| 1.8 | ELECTION OF DIRECTOR: ALAN H. STEVENS | Management | Against | Against |
| 2. | PROPOSAL TO RATIFY INDEPENDENT | Management | For | For |
| REGISTERED PUBLIC ACCOUNTING FIRM | | | |
| FOR 2014. | | | |
| 3. | ADVISORY VOTE TO APPROVE OUR | Management | For | For |
| EXECUTIVE COMPENSATION. | | | |
| 4. | PROPOSAL FROM STOCKHOLDER | Shareholder | Against | For |
| REGARDING SPECIAL MEETINGS. | | | |
| 5. | PROPOSAL FROM STOCKHOLDER | Shareholder | Against | For |
| REGARDING METHANE EMISSIONS REPORT. | | | |
| UNUM GROUP | | |
| Security | 91529Y106 | Meeting Type | Annual |
| Ticker Symbol | UNM | Meeting Date | 20-May-2014 |
| ISIN | US91529Y1064 | Agenda | 933973516 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1.1 | ELECTION OF DIRECTOR: TIMOTHY F. | Management | Against | Against |
| KEANEY | | | |
| 1.2 | ELECTION OF DIRECTOR: GLORIA C. | Management | Against | Against |
| LARSON | | | |
| 1.3 | ELECTION OF DIRECTOR: WILLIAM J. RYAN | Management | Against | Against |
| 1.4 | ELECTION OF DIRECTOR: THOMAS R. | Management | Against | Against |
| WATJEN | | | |
| 2. | TO APPROVE, ON AN ADVISORY BASIS, THE | Management | Against | Against |
| COMPENSATION OF THE COMPANY'S | | | |
| NAMED EXECUTIVE OFFICERS. | | | |
| 3. | TO RATIFY THE APPOINTMENT OF ERNST & | Management | For | For |
| YOUNG LLP AS THE COMPANY'S | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR 2014. | | | |
Page 31 of 38
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2013 to 06/30/2014
| INGREDION INC | | |
| Security | 457187102 | Meeting Type | Annual |
| Ticker Symbol | INGR | Meeting Date | 21-May-2014 |
| ISIN | US4571871023 | Agenda | 933972449 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: LUIS ARANGUREN- | Management | Against | Against |
| TRELLEZ | | | |
| 1B. | ELECTION OF DIRECTOR: DAVID B. FISCHER | Management | Against | Against |
| 1C. | ELECTION OF DIRECTOR: ILENE S. GORDON | Management | Against | Against |
| 1D. | ELECTION OF DIRECTOR: PAUL HANRAHAN | Management | Against | Against |
| 1E. | ELECTION OF DIRECTOR: WAYNE M. | Management | Against | Against |
| HEWETT | | | |
| 1F. | ELECTION OF DIRECTOR: RHONDA L. | Management | Against | Against |
| JORDAN | | | |
| 1G. | ELECTION OF DIRECTOR: GREGORY B. | Management | Against | Against |
| KENNY | | | |
| 1H. | ELECTION OF DIRECTOR: BARBARA A. KLEIN | Management | Against | Against |
| 1I. | ELECTION OF DIRECTOR: VICTORIA J. REICH | Management | Against | Against |
| 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 AMEND AND APPROVE THE INGREDION | Management | For | For |
| INCORPORATED STOCK INCENTIVE PLAN | | | |
| 4. | 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 2014 | | | |
| ANNALY CAPITAL MANAGEMENT, INC. | | |
| Security | 035710409 | Meeting Type | Annual |
| Ticker Symbol | NLY | Meeting Date | 22-May-2014 |
| ISIN | US0357104092 | Agenda | 933971310 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: JONATHAN D. | Management | Against | Against |
| GREEN | | | |
| 1B. | ELECTION OF DIRECTOR: JOHN H. | Management | Against | Against |
| SCHAEFER | | | |
| 1C. | ELECTION OF DIRECTOR: FRANCINE J. | Management | Against | Against |
| BOVICH | | | |
| 2. | THE PROPOSAL TO APPROVE A NON- | Management | For | For |
| BINDING ADVISORY RESOLUTION ON | | | |
| EXECUTIVE COMPENSATION. | | | |
| 3. | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| ERNST & YOUNG LLP AS INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM | | | |
| FOR THE COMPANY FOR THE 2014 FISCAL | | | |
| YEAR. | | | |
| CAMECO CORPORATION | | |
| Security | 13321L108 | Meeting Type | Annual |
| Ticker Symbol | CCJ | Meeting Date | 28-May-2014 |
| ISIN | CA13321L1085 | Agenda | 933975596 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 01 | YOU DECLARE THAT THE SHARES | Shareholder | Against | For |
| REPRESENTED BY THIS VOTING | | | |
| INSTRUCTION FORM ARE HELD, | | | |
| BENEFICIALLY OWNED OR CONTROLLED, | | | |
| EITHER DIRECTLY OR INDIRECTLY, BY A | | | |
| RESIDENT OF CANADA AS DEFINED ON THE | | | |
| FORM. IF THE SHARES ARE HELD IN THE | | | |
| NAMES OF TWO OR MORE PEOPLE, YOU | | | |
| DECLARE THAT ALL OF THESE PEOPLE ARE | | | |
| RESIDENTS OF CANADA. | | | |
| 02 | DIRECTOR | | Management | | |
| 1 | IAN BRUCE | | Withheld | Against |
| 2 | DANIEL CAMUS | | Withheld | Against |
| 3 | JOHN CLAPPISON | | Withheld | Against |
| 4 | JOE COLVIN | | Withheld | Against |
| 5 | JAMES CURTISS | | Withheld | Against |
| 6 | DONALD DERANGER | | Withheld | Against |
| 7 | CATHERINE GIGNAC | | Withheld | Against |
| 8 | TIM GITZEL | | Withheld | Against |
| 9 | JAMES GOWANS | | Withheld | Against |
| 10 | NANCY HOPKINS | | Withheld | Against |
| 11 | ANNE MCLELLAN | | Withheld | Against |
| 12 | NEIL MCMILLAN | | Withheld | Against |
| 13 | VICTOR ZALESCHUK | | Withheld | Against |
| 03 | APPOINT KPMG LLP AS AUDITORS | Management | For | For |
| 04 | RESOLVED, ON AN ADVISORY BASIS AND | Management | For | For |
| NOT TO DIMINISH THE ROLE AND | | | |
| RESPONSIBILITIES OF THE BOARD OF | | | |
| DIRECTORS, THAT THE SHAREHOLDER | | | |
| ACCEPT THE APPROACH TO EXECUTIVE | | | |
| COMPENSATION DISCLOSED IN CAMECO'S | | | |
| MANAGEMENT PROXY CIRCULAR | | | |
| DELIVERED IN ADVANCE OF THE 2014 | | | |
| ANNUAL MEETING OF SHAREHOLDERS. | | | |
| 05 | RESOLVED, THAT THE AMENDED AND | Management | For | For |
| RESTATED BYLAW NO. 7 OF CAMECO | | | |
| CORPORATION, AS APPROVED BY THE | | | |
| BOARD ON FEBRUARY 7, 2014, AS SET OUT | | | |
| IN APPENDIX D OF CAMECO'S PROXY | | | |
| CIRCULAR DATED MARCH 10, 2014, BE AND | | | |
| IS CONFIRMED. | | | |
Page 32 of 38
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2013 to 06/30/2014
| FISERV, INC. | | |
| Security | 337738108 | Meeting Type | Annual |
| Ticker Symbol | FISV | Meeting Date | 28-May-2014 |
| ISIN | US3377381088 | Agenda | 933989797 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1. | DIRECTOR | | Management | | |
| 1 | CHRISTOPHER M. FLINK | | For | For |
| 2 | DENNIS F. LYNCH | | For | For |
| 3 | DENIS J. O'LEARY | | For | For |
| 4 | GLENN M. RENWICK | | For | For |
| 5 | KIM M. ROBAK | | For | For |
| 6 | DOYLE R. SIMONS | | For | For |
| 7 | THOMAS C. WERTHEIMER | | For | For |
| 2. | TO APPROVE, ON AN ADVISORY BASIS, THE | Management | For | For |
| COMPENSATION OF THE NAMED EXECUTIVE | | | |
| OFFICERS OF FISERV, INC. | | | |
| 3. | TO RATIFY THE SELECTION OF DELOITTE & | Management | For | For |
| TOUCHE LLP AS THE INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM OF | | | |
| FISERV, INC. FOR 2014. | | | |
| 4. | A SHAREHOLDER PROPOSAL RELATING TO | Shareholder | Against | For |
| CONFIDENTIAL VOTING. | | | |
| HENRY SCHEIN, INC. | | |
| Security | 806407102 | Meeting Type | Annual |
| Ticker Symbol | HSIC | Meeting Date | 28-May-2014 |
| ISIN | US8064071025 | Agenda | 933983315 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 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 | E.D. REKOW, DDS, PHD | | For | For |
| 14 | BRADLEY T. SHEARES, PHD | | For | For |
| 15 | LOUIS W. SULLIVAN, MD | | For | For |
| 2. | PROPOSAL TO APPROVE, BY NON-BINDING | Management | For | For |
| VOTE, THE 2013 COMPENSATION PAID TO | | | |
| THE COMPANY'S NAMED EXECUTIVE | | | |
| OFFICERS. | | | | |
| 3. | 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 27, 2014. | | | |
Page 33 of 38
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2013 to 06/30/2014
| ILLUMINA, INC. | | |
| Security | 452327109 | Meeting Type | Annual |
| Ticker Symbol | ILMN | Meeting Date | 28-May-2014 |
| ISIN | US4523271090 | Agenda | 933969858 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1. | DIRECTOR | | Management | | |
| 1 | DANIEL M. BRADBURY* | | For | For |
| 2 | ROBERT S. EPSTEIN, MD* | | For | For |
| 3 | ROY A. WHITFIELD* | | For | For |
| 4 | FRANCIS A. DESOUZA# | | 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 | | | |
| 28, 2014 | | | |
| 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. BYLAWS, ESTABLISHING | | | |
| DELAWARE AS THE EXCLUSIVE FORUM FOR | | | |
| ADJUDICATION OF CERTAIN DISPUTES | | | |
| FLAGSTAR BANCORP, INC. | | |
| Security | 337930705 | Meeting Type | Annual |
| Ticker Symbol | FBC | Meeting Date | 29-May-2014 |
| ISIN | US3379307057 | Agenda | 934011672 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: ALESSANDRO | Management | Against | Against |
| DINELLO | | | |
| 1B. | ELECTION OF DIRECTOR: JAY J. HANSEN | Management | Against | Against |
| 1C. | ELECTION OF DIRECTOR: JOHN D. LEWIS | Management | Against | Against |
| 1D. | ELECTION OF DIRECTOR: DAVID J. MATLIN | Management | Against | Against |
| 1E. | ELECTION OF DIRECTOR: JAMES A. | Management | Against | Against |
| OVENDEN | | | |
| 1F. | ELECTION OF DIRECTOR: PETER SCHOELS | Management | Against | Against |
| 1G. | ELECTION OF DIRECTOR: DAVID L. | Management | Against | Against |
| TREADWELL | | | |
| 2. | TO APPROVE AN ADVISORY (NON-BINDING) | Management | For | For |
| RESOLUTION TO APPROVE NAMED | | | |
| EXECUTIVE OFFICER COMPENSATION. | | | |
| 3. | TO RATIFY THE APPOINTMENT OF BAKER | Management | For | For |
| TILLY VIRCHOW KRAUSE, LLP AS THE | | | |
| COMPANY'S INDEPENDENT REGISTERED | | | |
| PUBLIC ACCOUNTING FIRM FOR THE YEAR | | | |
| ENDING DECEMBER 31, 2014. | | | |
| ZIONS BANCORPORATION | | |
| Security | 989701107 | Meeting Type | Annual |
| Ticker Symbol | ZION | Meeting Date | 30-May-2014 |
| ISIN | US9897011071 | Agenda | 933969973 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1A | ELECTION OF DIRECTOR: JERRY C. ATKIN | Management | Against | Against |
| 1B | ELECTION OF DIRECTOR: PATRICIA FROBES | Management | Against | Against |
| 1C | ELECTION OF DIRECTOR: J. DAVID HEANEY | Management | Against | Against |
| 1D | ELECTION OF DIRECTOR: ROGER B. | Management | Against | Against |
| PORTER | | | |
| 1E | ELECTION OF DIRECTOR: STEPHEN D. | Management | Against | Against |
| QUINN | | | |
| 1F | ELECTION OF DIRECTOR: HARRIS H. | Management | Against | Against |
| SIMMONS | | | |
| 1G | ELECTION OF DIRECTOR: L.E. SIMMONS | Management | Against | Against |
| 1H | ELECTION OF DIRECTOR: SHELLEY THOMAS | Management | Against | Against |
| WILLIAMS | | | |
| 1I | ELECTION OF DIRECTOR: STEVEN C. | Management | Against | Against |
| WHEELWRIGHT | | | |
| 2 | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| ERNST & YOUNG LLP AS THE INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM TO | | | |
| AUDIT THE COMPANY'S FINANCIAL | | | |
| STATEMENTS FOR THE CURRENT FISCAL | | | |
| YEAR. | | | |
| 3 | APPROVAL, ON A NONBINDING ADVISORY | Management | For | For |
| BASIS, OF THE COMPENSATION PAID TO | | | |
| THE COMPANY'S NAMED EXECUTIVE | | | |
| OFFICERS. | | | |
| 4 | 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 34 of 38
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2013 to 06/30/2014
| THE FRESH MARKET, INC. | | |
| Security | 35804H106 | Meeting Type | Annual |
| Ticker Symbol | TFM | Meeting Date | 03-Jun-2014 |
| ISIN | US35804H1068 | Agenda | 933992681 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1. | DIRECTOR | | Management | | |
| 1 | CRAIG CARLOCK | | For | For |
| 2 | RICHARD NOLL | | For | For |
| 3 | MICHAEL TUCCI | | For | For |
| 2. | ADVISORY VOTE TO APPROVE NAMED | Management | For | For |
| EXECUTIVE OFFICER COMPENSATION. | | | |
| 3. | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| ERNST & YOUNG LLP AS THE COMPANY'S | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR OUR 2014 FISCAL | | | |
| YEAR. | | | | |
| ALLIANCE DATA SYSTEMS CORPORATION | | |
| Security | 018581108 | Meeting Type | Annual |
| Ticker Symbol | ADS | Meeting Date | 05-Jun-2014 |
| ISIN | US0185811082 | Agenda | 933988000 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1.1 | ELECTION OF DIRECTOR: BRUCE K. | Management | Against | Against |
| ANDERSON | | | |
| 1.2 | ELECTION OF DIRECTOR: ROGER H. BALLOU | Management | Against | Against |
| 1.3 | ELECTION OF DIRECTOR: LAWRENCE M. | Management | Against | Against |
| BENVENISTE | | | |
| 1.4 | ELECTION OF DIRECTOR: D. KEITH COBB | Management | Against | Against |
| 1.5 | ELECTION OF DIRECTOR: E. LINN DRAPER, | Management | Against | Against |
| JR. | | | |
| 1.6 | ELECTION OF DIRECTOR: KENNETH R. | Management | Against | Against |
| JENSEN | | | |
| 2. | ADVISORY APPROVAL OF EXECUTIVE | Management | For | For |
| COMPENSATION. | | | |
| 3. | TO RATIFY THE SELECTION OF DELOITTE & | Management | For | For |
| TOUCHE LLP AS THE INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM OF | | | |
| ALLIANCE DATA SYSTEMS CORPORATION | | | |
| FOR 2014. | | | |
Page 35 of 38
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2013 to 06/30/2014
| INGERSOLL-RAND PLC | | |
| Security | G47791101 | Meeting Type | Annual |
| Ticker Symbol | IR | Meeting Date | 05-Jun-2014 |
| ISIN | IE00B6330302 | Agenda | 933997516 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: ANN C. BERZIN | Management | Against | Against |
| 1B. | ELECTION OF DIRECTOR: JOHN BRUTON | Management | Against | Against |
| 1C. | ELECTION OF DIRECTOR: JARED L. COHON | Management | Against | Against |
| 1D. | ELECTION OF DIRECTOR: GARY D. FORSEE | Management | Against | Against |
| 1E. | ELECTION OF DIRECTOR: EDWARD E. | Management | Against | Against |
| HAGENLOCKER | | | |
| 1F. | ELECTION OF DIRECTOR: CONSTANCE J. | Management | Against | Against |
| HORNER | | | |
| 1G. | ELECTION OF DIRECTOR: MICHAEL W. | Management | Against | Against |
| LAMACH | | | |
| 1H. | ELECTION OF DIRECTOR: THEODORE E. | Management | Against | Against |
| MARTIN | | | |
| 1I. | ELECTION OF DIRECTOR: JOHN P. SURMA | Management | Against | Against |
| 1J. | ELECTION OF DIRECTOR: RICHARD J. SWIFT | Management | Against | Against |
| 1K. | ELECTION OF DIRECTOR: TONY L. WHITE | Management | Against | Against |
| 2. | ADVISORY APPROVAL OF THE | Management | Against | Against |
| 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 RENEWAL OF THE | Management | For | For |
| DIRECTORS' EXISTING AUTHORITY TO | | | |
| ISSUE SHARES. | | | |
| 5. | APPROVAL OF THE RENEWAL OF THE | Management | For | For |
| DIRECTORS' EXISTING AUTHORITY TO | | | |
| ISSUE SHARES FOR THE CASH WITHOUT | | | |
| FIRST OFFERING SHARES TO EXISTING | | | |
| SHAREHOLDERS. (SPECIAL RESOLUTION) | | | |
| 6. | DETERMINATION OF THE PRICE RANGE AT | Management | For | For |
| WHICH THE COMPANY CAN REISSUE | | | |
| SHARES THAT IT HOLDS AS TREASURY | | | |
| SHARES. (SPECIAL RESOLUTION) | | | |
| MASIMO CORPORATION | | |
| Security | 574795100 | Meeting Type | Annual |
| Ticker Symbol | MASI | Meeting Date | 05-Jun-2014 |
| ISIN | US5747951003 | Agenda | 934015543 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1.1 | ELECTION OF CLASS I DIRECTOR: DR. | Management | Against | Against |
| STEVEN J. BARKER | | | |
| 1.2 | ELECTION OF CLASS I DIRECTOR: MR. | Management | Against | Against |
| SANFORD FITCH | | | |
| 2. | TO RATIFY THE SELECTION OF GRANT | Management | For | For |
| THORNTON LLP AS THE COMPANY'S | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR FISCAL YEAR 2014. | | | |
| 3. | ADVISORY VOTE TO APPROVE NAMED | Management | For | For |
| EXECUTIVE OFFICER COMPENSATION. | | | |
| ULTA SALON, COSMETICS & FRAGRANCE, INC | | |
| Security | 90384S303 | Meeting Type | Annual |
| Ticker Symbol | ULTA | Meeting Date | 05-Jun-2014 |
| ISIN | US90384S3031 | Agenda | 933995156 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1. | DIRECTOR | | Management | | |
| 1 | MARY N. DILLON | | For | For |
| 2 | DENNIS K. ECK | | For | For |
| 3 | CHARLES J. PHILIPPIN | | For | For |
| 4 | VANESSA A. WITTMAN | | For | For |
| 2. | TO RATIFY THE APPOINTMENT OF ERNST & | Management | For | For |
| YOUNG LLP AS OUR INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM | | | |
| FOR OUR FISCAL YEAR 2014, ENDING | | | |
| JANUARY 31, 2015 | | | |
| 3. | ADVISORY RESOLUTION TO APPROVE THE | Management | For | For |
| COMPANY'S EXECUTIVE COMPENSATION | | | |
Page 36 of 38
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2013 to 06/30/2014
| NATUS MEDICAL INCORPORATED | | |
| Security | 639050103 | Meeting Type | Annual |
| Ticker Symbol | BABY | Meeting Date | 06-Jun-2014 |
| ISIN | US6390501038 | Agenda | 933990853 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: KENNETH E. | Management | Against | Against |
| LUDLUM | | | |
| 2. | TO RATIFY THE APPOINTMENT OF KPMG LLP | Management | For | For |
| AS OUR INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR THE YEAR ENDING | | | |
| DECEMBER 31, 2014. | | | |
| 3. | TO APPROVE AN AMENDMENT TO THE | Management | Against | Against |
| COMPANY'S 2011 STOCK AWARDS PLAN. | | | |
| 4. | ADVISORY APPROVAL OF THE COMPANY'S | Management | Against | Against |
| NAMED EXECUTIVE OFFICER | | | |
| COMPENSATION. | | | |
| JARDEN CORPORATION | | |
| Security | 471109108 | Meeting Type | Annual |
| Ticker Symbol | JAH | Meeting Date | 12-Jun-2014 |
| ISIN | US4711091086 | Agenda | 933999394 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1. | DIRECTOR | | Management | | |
| 1 | RICHARD J. HECKMANN | | For | For |
| 2 | IRWIN D. SIMON | | For | For |
| 3 | WILLIAM J. GRANT | | For | For |
| 2. | APPROVAL OF AN AMENDMENT TO THE | Management | For | For |
| COMPANY'S RESTATED CERTIFICATE OF | | | |
| INCORPORATION, AS AMENDED, TO | | | |
| DECLASSIFY THE BOARD OF DIRECTORS. | | | |
| 3. | 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, 2014. | | | |
| 4. | ADVISORY APPROVAL OF JARDEN | Management | Against | Against |
| CORPORATION'S EXECUTIVE | | | |
| COMPENSATION. | | | |
| MEDASSETS, INC. | | |
| Security | 584045108 | Meeting Type | Annual |
| Ticker Symbol | MDAS | Meeting Date | 12-Jun-2014 |
| ISIN | US5840451083 | Agenda | 934019589 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1. | DIRECTOR | | Management | | |
| 1 | RAND A. BALLARD | | For | For |
| 2 | VERNON R. LOUCKS, JR. | | For | For |
| 3 | R. HALSEY WISE | | 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, 2014. | | | |
| 3. | TO APPROVE THE COMPENSATION OF THE | Management | For | For |
| COMPANY'S NAMED EXECUTIVE OFFICERS. | | | |
Page 37 of 38
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2013 to 06/30/2014
| CAVIUM, INC. | | |
| Security | 14964U108 | Meeting Type | Annual |
| Ticker Symbol | CAVM | Meeting Date | 19-Jun-2014 |
| ISIN | US14964U1088 | Agenda | 934001063 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1. | DIRECTOR | | Management | For | For |
| 1 | C.N. REDDY | | | |
| 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, 2014. | | | |
| 3 | TO APPROVE, ON AN ADVISORY BASIS, THE | Management | For | For |
| COMPENSATION OF CAVIUM, INC.'S NAMED | | | |
| EXECUTIVE OFFICERS. | | | |
| CHICO'S FAS, INC. | | |
| Security | 168615102 | Meeting Type | Annual |
| Ticker Symbol | CHS | Meeting Date | 26-Jun-2014 |
| ISIN | US1686151028 | Agenda | 934015290 - Management |
| Item | Proposal | Type | Vote | For/Against |
| 1.1 | ELECTION OF DIRECTOR: DAVID F. WALKER | Management | Against | Against |
| 1.2 | ELECTION OF DIRECTOR: JOHN J. MAHONEY | Management | Against | Against |
| 1.3 | ELECTION OF DIRECTOR: STEPHEN E. | Management | Against | Against |
| WATSON | | | |
| 2 | PROPOSAL TO RATIFY THE APPOINTMENT | Management | For | For |
| OF ERNST & YOUNG, LLP AS INDEPENDENT | | | |
| CERTIFIED PUBLIC ACCOUNTANTS | | | |
| 3 | ADVISORY RESOLUTION TO APPROVE | Management | For | For |
| EXECUTIVE COMPENSATION | | | |
Page 38 of 38
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 19, 2014 |
