Longleaf Partners Funds Trust NPX Annual report of proxy voting record

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM N-PX

ANNUAL REPORT OF PROXY VOTING RECORD OF

REGISTERED MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number 811-04923

LONGLEAF PARTNERS FUNDS TRUST

(Exact name of registrant as specified in charter)

c/o SOUTHEASTERN ASSET MANAGEMENT, INC.

6410 POPLAR, SUITE 900, MEMPHIS, TN

38119

(Address of principal executive offices)

(Zip code)

ANDREW R. McCARROLL, ESQ.

SOUTHEASTERN ASSET MANAGEMENT, INC.

6410 POPLAR, SUITE 900, MEMPHIS, TN 38119

(Name and address of agent for service)

Registrant’s telephone number, including area code: 901 761-2474

Date of fiscal year end: December 31

Date of reporting period: June 30, 2012

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 (Sections 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. Section 3507.


Longleaf Partners Fund				For the Period July 1, 2011 to June 30, 2012

Issuer of Security

Ticker Symbol

CUSIP

Meeting Date

Matter Voted

Proposed By

Vote Cast

Fund’s Vote

For or Against
Management

Dell Inc.

DELL

24702R101

07/15/11

Elect Director James W. Breyer

Management

Yes

For

Elect Director Donald J. Carty

Management

Yes

For

Elect Director Michael S. Dell

Management

Yes

For

Elect Director William H. Gray, III

Management

Yes

For

Elect Director Gerald J. Kleisterlee

Management

Yes

For

Elect Director Thomas W. Luce, III

Management

Yes

For

Elect Director Klaus S. Luft

Management

Yes

For

Elect Director Alex J. Mandl

Management

Yes

For

Elect Director Shantanu Narayen

Management

Yes

For

Elect Director H. Ross Perot, Jr.

Management

Yes

For

Ratify Auditors

Management

Yes

For

Advisory Vote to Ratify Named Executive Officers’ Compensation

Management

Yes

For

Advisory Vote on Say on Pay Frequency (One Year)

Management

Yes

For

Require Independent Board Chairman

Shareholder

Yes

Against

For

Provide Right to Act by Written Consent

Shareholder

Yes

Against

For

Approve Declaration of Dividends

Shareholder

Yes

Against

For

Global Crossing Limited

GLBC

G3921A175

08/04/11

Approve Merger Agreement with Level 3 Communications

Management

Yes

For

Adjourn Meeting

Management

Yes

For

Advisory Vote on Golden Parachutes

Management

Yes

For

Level 3 Communications, Inc.

LVLT

52729N100

08/04/11

Issue Shares in Connection with Acquisition

Management

Yes

For

Increase Authorized Common Stock

Management

Yes

For

Adjourn Meeting

Management

Yes

For

Liberty Media Corporation

LINTA

53071M104

09/07/11

Elect Director Evan D. Malone

Management

Yes

For

Elect Director David E. Rapley

Management

Yes

For

Elect Director Larry E. Romrell

Management

Yes

For

Advisory Vote to Ratify Named Executive Officers’ Compensation

Management

Yes

For

Advisory Vote on Say on Pay Frequency (Three Years)

Management

Yes

For

Approve Non-Employee Director Omnibus Stock Plan

Management

Yes

For

Change Company Name

Management

Yes

For

Ratify Auditors

Management

Yes

For

FedEx Corporation

FDX

31428X106

09/26/11

Elect Director James L. Barksdale

Management

Yes

For

Elect Director John A. Edwardson

Management

Yes

For

Elect Director Shirley Ann Jackson

Management

Yes

For

Elect Director Steven R. Loranger

Management

Yes

For

Elect Director Gary W. Loveman

Management

Yes

For

Elect Director R. Brad Martin

Management

Yes

For

Elect Director Joshua Cooper Ramo

Management

Yes

For

Elect Director Susan C. Schwab

Management

Yes

For

Elect Director Frederick W. Smith

Management

Yes

For

Elect Director Joshua I. Smith

Management

Yes

For

Elect Director David P. Steiner

Management

Yes

For

Elect Director Paul S. Walsh

Management

Yes

For

Provide Right to Call Special Meeting

Management

Yes

For

Ratify Auditors

Management

Yes

For

Advisory Vote to Ratify Named Executive Officers’ Compensation

Management

Yes

For

Advisory Vote on Say on Pay Frequency (One Year)

Management

Yes

For

Require Independent Board Chairman

Shareholder

Yes

Against

For

Stock Retention/Holding Period

Shareholder

Yes

For

Against

Report on Political Contributions

Shareholder

Yes

Against

For

CEMEX S.A.B. de C.V.

P22561321

11/14/11

Amend Clauses 1, 10 and 14 of the CPO Trust Deed

Management

Yes

For

Designate Inspector or Shareholder Representative(s) of Minutes of Meeting

Management

Yes

For

Approve Minutes of Meeting

Management

Yes

For

Telephone and Data Systems, Inc.

TDS

879433100

11/15/11

Amend Charter to Reclassify Special Common Shares

Management

Yes

For

Amend Charter to Reclassify Special Common Shares

Management

Yes

For

Approve Reclassification of Special Common Shares

Management

Yes

For

Approve Reclassification of Special Common Shares

Management

Yes

For

Amend Charter to Adjust Voting Power of Series A Common Shares and Common Shares

Management

Yes

For

Amend Charter to Adjust Voting Power of Series A Common Shares and Common Shares

Management

Yes

For

Approve Adjustment of Voting Power of Series A Common Shares and Common Shares

Management

Yes

For

Approve Adjustment of Voting Power of Series A Common Shares and Common Shares

Management

Yes

For

Amend Charter to Eliminate Certain Provisions Relating to Preferred Shares and Tracking Stock

Management

Yes

For

Amend Charter to Eliminate Certain Provisions Relating to Preferred Shares and Tracking Stock

Management

Yes

For

Approve Omnibus Stock Plan

Management

Yes

For

Approve Omnibus Stock Plan

Management

Yes

For

Amend Non-Employee Director Stock Option Plan

Management

Yes

For

Amend Non-Employee Director Stock Option Plan

Management

Yes

For

Adjourn Meeting

Management

Yes

For

Adjourn Meeting

Management

Yes

For

CEMEX S.A.B. de C.V.

P22561321

02/23/12

Accept Financial Statements and Statutory Reports for Fiscal Year 2011 in Accordance with Mexican Securities Market Law; Accept Board Opinion on CEO Report; Present Reports of Audit and Corporate Practices Committees, Receive Report on Tax Obligations

Management

Yes

For

Approve Allocation of Income

Management

Yes

For

Authorize Increase in Variable Portion of Capital via Capitalization of Reserves and Issuance of Treasury Shares

Management

Yes

For

Approve Extension of Holding Period of Five Years the Current Stock Option Plan for Directors, Officers and Employees; Authorize Increase in Variable Portion of Capital via Issuance of Treasury Shares Without Preemptive Rights

Management

Yes

Against

Elect Directors, and Chairmen and Members of the Audit, Corporate Practices and Finance Committees

Management

Yes

Against

Approve Remuneration of Directors and Members of the Audit, Corporate Practices and Finance Committees

Management

Yes

For

Designate Inspector or Shareholder Representative(s) of Minutes of Meeting

Management

Yes

For

The Walt Disney Company

DIS

254687106

03/13/12

Elect Director Susan E. Arnold

Management

Yes

For

Elect Director John S. Chen

Management

Yes

For

Elect Director Judith L. Estrin

Management

Yes

For

Elect Director Robert A. Iger

Management

Yes

For

Elect Director Fred H. Langhammer

Shareholder

Yes

For

Elect Director Aylwin B. Lewis

Management

Yes

For

Elect Director Monica C. Lozano

Management

Yes

For

Elect Director Robert W. Matschullat

Management

Yes

For

Elect Director Sheryl Sandberg

Management

Yes

For

Elect Director Orin C. Smith

Management

Yes

For

Ratify Auditors

Management

Yes

For

Amend Omnibus Stock Plan

Management

Yes

For

Advisory Vote to Ratify Named Executive Officers’ Compensation

Management

Yes

For

Franklin Resources, Inc.

BEN

354613101

03/14/12

Elect Director Samuel H. Armacost

Management

Yes

For

Elect Director Charles Crocker

Management

Yes

For

Elect Director Joseph R. Hardiman

Management

Yes

For

Elect Director Charles B. Johnson

Management

Yes

For

1 of 4

Issuer of Security

Ticker Symbol

CUSIP

Meeting Date

Matter Voted

Proposed By

Vote Cast

Fund’s Vote

For or Against
Management

Elect Director Gregory E. Johnson

Management

Yes

For

Elect Director Rupert H. Johnson, Jr.

Management

Yes

For

Elect Director Mark C. Pigott

Management

Yes

For

Elect Director Chutta Ratnathicam

Management

Yes

For

Elect Director Laura Stein

Management

Yes

For

Elect Director Anne M. Tatlock

Management

Yes

For

Elect Director Geoffrey Y. Yang

Management

Yes

For

Ratify Auditors

Management

Yes

For

Aon Corporation

AON

037389103

03/16/12

Change State of Incorporation [from Delaware to England]

Management

Yes

For

Approve Reduction in Share Capital

Management

Yes

For

Advisory Vote on Golden Parachutes

Management

Yes

For

Adjourn Meeting

Management

Yes

For

The Bank of New York Mellon Corporation

064058100

04/10/12

Elect Director Ruth E. Bruch

Management

Yes

For

Elect Director Nicholas M. Donofrio

Management

Yes

For

Elect Director Gerald L. Hassell

Management

Yes

For

Elect Director Edmund F. Kelly

Management

Yes

For

Elect Director Richard J. Kogan

Management

Yes

For

Elect Director Michael J. Kowalski

Management

Yes

For

Elect Director John A. Luke, Jr.

Management

Yes

For

Elect Director Mark A. Nordenberg

Management

Yes

For

Elect Director Catherine A. Rein

Management

Yes

For

Elect Director William C. Richardson

Management

Yes

For

Elect Director Samuel C. Scott, III

Management

Yes

For

Elect Director Wesley W. von Schack

Management

Yes

For

Advisory Vote to Ratify Named Executive Officers’ Compensation

Management

Yes

For

Ratify Auditors

Management

Yes

For

Require Independent Board Chairman

Shareholder

Yes

Against

For

Restore or Provide for Cumulative Voting

Shareholder

Yes

For

Against

Willis Group Holdings Public Limited Company

WSH

G96655108

04/25/12

Elect William W. Bradley as Director

Management

Yes

For

Elect Joseph A. Califano, Jr. as Director

Management

Yes

For

Elect Anna C. Catalano as Director

Management

Yes

For

Elect Sir Roy Gardner as Director

Management

Yes

For

Elect Sir Jeremy Hanley as Director

Management

Yes

For

Elect Robyn S. Kravit as Director

Management

Yes

For

Elect Jeffrey B. Lane as Director

Management

Yes

For

Elect Wendy Lane as Director

Management

Yes

For

Elect James F. McCann as Director

Management

Yes

For

Elect Joseph J. Plumeri as Director

Management

Yes

For

Elect Douglas B. Roberts as Director

Management

Yes

For

Elect Michael J. Somers as Director

Management

Yes

For

Ratify Auditors

Management

Yes

For

Advisory Vote to Ratify Named Executive Officers’ Compensation

Management

Yes

For

Approve Omnibus Stock Plan

Management

Yes

For

Koninklijke Philips Electronics

PHG

N6817P109

04/26/12

President’s Speech (Non-Voting)

Management

N/A

Adopt Financial Statements

Management

Yes

For

Receive Explanation on Company’s Reserves and Dividend Policy (Non-Voting)

Management

N/A

Approve Dividends of EUR 0.75 Per Share

Management

Yes

For

Approve Discharge of Management Board

Management

Yes

For

Approve Discharge of Supervisory Board

Management

Yes

For

Reelect E. Kist to Supervisory Board

Management

Yes

For

Elect N. Dhawan to Supervisory Board

Management

Yes

For

Grant Board Authority to Issue Shares Up To 10 Percent of Issued Capital Plus Additional 10 Percent in Case of Takeover/Merger and Restricting/Excluding Preemptive Rights

Management

Yes

For

Authorize Board to Exclude Preemptive Rights from Issuance
under Item 4a

Management

Yes

For

Approve Reduction in Share Capital by Cancellation of Shares

Management

Yes

For

Authorize Repurchase of Shares

Management

Yes

For

Other Business (Non-Voting)

Management

N/A

Abbott Laboratories

ABT

002824100

04/27/12

Elect Director Robert J. Alpern

Management

Yes

For

Elect Director Roxanne S. Austin

Management

Yes

For

Elect Director Sally E. Blount

Management

Yes

For

Elect Director W. James Farrell

Management

Yes

For

Elect Director Edward M. Liddy

Management

Yes

For

Elect Director Nancy McKinstry

Management

Yes

For

Elect Director Phebe N. Novakovic

Management

Yes

For

Elect Director William A. Osborn

Management

Yes

For

Elect Director Samuel C. Scott, III

Management

Yes

For

Elect Director Glenn F. Tilton

Management

Yes

For

Elect Director Miles D. White

Management

Yes

For

Ratify Auditors

Management

Yes

For

Advisory Vote to Ratify Named Executive Officers’ Compensation

Management

Yes

For

Report on Research Animal Care and Promotion of Testing Alternatives

Shareholder

Yes

Against

For

Report on Lobbying Payments and Policy

Shareholder

Yes

Against

For

Require Independent Board Chairman

Shareholder

Yes

Against

For

Adopt Anti Gross-up Policy

Shareholder

Yes

Against

For

Stock Retention/Holding Period

Shareholder

Yes

Against

For

Cease Compliance Adjustments to Performance Criteria

Shareholder

Yes

Against

For

Pro-rata Vesting of Equity Plans

Shareholder

Yes

Against

For

DIRECTV

DTV

25490A101

05/03/12

Elect Director Ralph Boyd, Jr.

Management

Yes

For

Elect Director David Dillon

Management

Yes

For

Elect Director Samuel DiPiazza, Jr.

Management

Yes

For

Elect Director Dixon Doll

Management

Yes

For

Elect Director Peter Lund

Management

Yes

For

Elect Director Nancy Newcomb

Management

Yes

For

Elect Director Lorrie Norrington

Management

Yes

For

Ratify Auditors

Management

Yes

For

Eliminate Class of Common Stock

Management

Yes

For

Advisory Vote to Ratify Named Executive Officers’ Compensation

Management

Yes

For

Pro-rata Vesting of Equity Awards

Shareholder

Yes

Against

For

Loews Corporation

540424108

05/08/12

Elect Director Lawrence S. Bacow

Management

Yes

For

Elect Director Ann E. Berman

Management

Yes

For

Elect Director Joseph L. Bower

Management

Yes

For

Elect Director Charles M. Diker

Management

Yes

For

Elect Director Jacob A. Frenkel

Management

Yes

For

Elect Director Paul J. Fribourg

Management

Yes

For

Elect Director Walter L. Harris

Management

Yes

For

2 of 4

Issuer of Security

Ticker Symbol

CUSIP

Meeting Date

Matter Voted

Proposed By

Vote Cast

Fund’s Vote

For or Against
Management

Elect Director Philip A. Laskawy

Management

Yes

For

Elect Director Ken Miller

Management

Yes

For

Elect Director Gloria R. Scott

Management

Yes

For

Elect Director Andrew H. Tisch

Management

Yes

For

Elect Director James S. Tisch

Management

Yes

For

Elect Director Jonathan M. Tisch

Management

Yes

For

Advisory Vote to Ratify Named Executive Officers’ Compensation

Management

Yes

For

Amend Stock Option Plan

Management

Yes

For

Approve Executive Incentive Bonus Plan

Management

Yes

For

Ratify Auditors

Management

Yes

For

Aon Corporation

AON

037389103

05/18/12

Elect Director Lester B. Knight

Management

Yes

For

Elect Director Gregory C. Case

Management

Yes

For

Elect Director Fulvio Conti

Management

Yes

For

Elect Director Cheryl A. Francis

Management

Yes

For

Elect Director Edgar D. Jannotta

Management

Yes

For

Elect Director J. Michael Losh

Management

Yes

For

Elect Director Robert S. Morrison

Management

Yes

For

Elect Director Richard B. Myers

Management

Yes

For

Elect Director Richard C. Notebaert

Management

Yes

For

Elect Director Gloria Santona

Management

Yes

For

Elect Director Carolyn Y. Woo

Management

Yes

For

Ratify Auditors

Management

Yes

For

Advisory Vote to Ratify Named Executive Officers’ Compensation

Management

Yes

For

The Travelers Companies, Inc.

TRV

89417E109

05/23/12

Elect Director Alan L. Beller

Management

Yes

For

Elect Director John H. Dasburg

Management

Yes

For

Elect Director Janet M. Dolan

Management

Yes

For

Elect Director Kenneth M. Duberstein

Management

Yes

For

Elect Director Jay S. Fishman

Management

Yes

For

Elect Director Lawrence G. Graev

Management

Yes

For

Elect Director Patricia L. Higgins

Management

Yes

For

Elect Director Thomas R. Hodgson

Management

Yes

For

Elect Director William J. Kane

Management

Yes

For

Elect Director Cleve L. Killingsworth, Jr.

Management

Yes

For

Elect Director Donald J. Shepard

Management

Yes

For

Elect Director Laurie J. Thomsen

Management

Yes

For

Ratify Auditors

Management

Yes

For

Advisory Vote to Ratify Named Executive Officers’ Compensation

Management

Yes

For

Report on Political Contributions

Shareholder

Yes

Against

For

Level 3 Communications, Inc.

LVLT

52729N308

05/24/12

Elect Director Walter Scott, Jr.

Management

Yes

For

Elect Director James Q. Crowe

Management

Yes

For

Elect Director Kevin P. Chilton

Management

Yes

For

Elect Director Archie R. Clemins

Management

Yes

For

��

Elect Director Steven T. Clontz

Management

Yes

For

Elect Director James O. Ellis, Jr.

Management

Yes

For

Elect Director Richard R. Jaros

Management

Yes

Withhold

Against

Elect Director Michael J. Mahoney

Management

Yes

Withhold

Against

Elect Director Charles C. Miller, III

Management

Yes

For

Elect Director Peter Seah Lim Huat

Management

Yes

For

Elect Director John T. Reed

Management

Yes

For

Elect Director Albert C. Yates

Management

Yes

Withhold

Against

Increase Authorized Common Stock

Management

Yes

For

Amend Omnibus Stock Plan

Management

Yes

For

Adopt NOL Rights Plan (NOL Pill)

Management

Yes

For

Advisory Vote to Ratify Named Executive Officers’ Compensation

Management

Yes

Against

InterContinental Hotels Group plc

IHG

G4804L122

05/25/12

Accept Financial Statements and Statutory Reports

Management

Yes

For

Approve Remuneration Report

Management

Yes

For

Accept Financial Statements and Statutory Reports

Management

Yes

For

Approve Final Dividend

Management

Yes

For

Approve Remuneration Report

Management

Yes

For

Elect Luke Mayhew as Director

Management

Yes

For

Approve Final Dividend

Management

Yes

For

Elect Dale Morrison as Director

Management

Yes

For

Elect Luke Mayhew as Director

Management

Yes

For

Elect Tracy Robbins as Director

Management

Yes

For

Elect Dale Morrison as Director

Management

Yes

For

Elect Thomas Singer as Director

Management

Yes

For

Elect Tracy Robbins as Director

Management

Yes

For

Re-elect Graham Allan as Director

Management

Yes

For

Elect Thomas Singer as Director

Management

Yes

For

Re-elect David Kappler as Director

Management

Yes

For

Re-elect Graham Allan as Director

Management

Yes

For

Re-elect Kirk Kinsell as Director

Management

Yes

For

Re-elect David Kappler as Director

Management

Yes

For

Re-elect Jennifer Laing as Director

Management

Yes

For

Re-elect Kirk Kinsell as Director

Management

Yes

For

Re-elect Jonathan Linen as Director

Management

Yes

For

Re-elect Jennifer Laing as Director

Management

Yes

For

Re-elect Richard Solomons as Director

Management

Yes

For

Re-elect Jonathan Linen as Director

Management

Yes

For

Re-elect David Webster as Director

Management

Yes

For

Re-elect Richard Solomons as Director

Management

Yes

For

Re-elect Ying Yeh as Director

Management

Yes

For

Re-elect David Webster as Director

Management

Yes

For

Reappoint Ernst & Young LLP as Auditors

Management

Yes

For

Re-elect Ying Yeh as Director

Management

Yes

For

Authorise the Audit Committee to Fix Remuneration of Auditors

Management

Yes

For

Reappoint Ernst & Young LLP as Auditors

Management

Yes

For

Approve EU Political Donations and Expenditure

Management

Yes

For

Authorise the Audit Committee to Fix Remuneration of Auditors

Management

Yes

For

Authorise Issue of Equity with Pre-emptive Rights

Management

Yes

For

Approve EU Political Donations and Expenditure

Management

Yes

For

Authorise Issue of Equity without Pre-emptive Rights

Management

Yes

For

Authorise Issue of Equity with Pre-emptive Rights

Management

Yes

For

Authorise Market Purchase

Management

Yes

For

3 of 4

Issuer of Security

Ticker Symbol

CUSIP

Meeting Date

Matter Voted

Proposed By

Vote Cast

Fund’s Vote

For or Against
Management

Authorise Issue of Equity without Pre-emptive Rights

Management

Yes

For

Authorise the Company to Call EGM with Two Weeks’ Notice

Management

Yes

For

Authorise Market Purchase

Management

Yes

For

Authorise the Company to Call EGM with Two Weeks’ Notice

Management

Yes

For

Approve Adjustment to Aggregate Compensation Ceiling for Statutory Auditors

Management

Yes

For

Vulcan Materials Company

VMC

929160109

06/01/12

Elect Director Phillip W. Farmer

Management

Yes

Withhold

Against

Elect Director H. Allen Franklin

Management

Yes

Withhold

Against

Elect Director Richard T. O’Brien

Management

Yes

Withhold

Against

Elect Director Donald B. Rice

Management

Yes

Withhold

Against

Advisory Vote to Ratify Named Executive Officers’ Compensation

Management

Yes

For

Ratify Auditors

Management

Yes

For

Require a Majority Vote for the Election of Directors

Shareholder

Yes

For

Against

Declassify the Board of Directors

Shareholder

Yes

For

Against

Reduce Supermajority Vote Requirement

Shareholder

Yes

For

Against

Elect Director Philip R. Lochner, Jr

Shareholder

N/A

Elect Director Edward W. Moneypenny

Shareholder

N/A

Elect Director Karen R. Osar

Shareholder

N/A

Elect Director V. James Sardo

Shareholder

N/A

Advisory Vote to Ratify Named Executive Officers’ Compensation

Management

N/A

Ratify Auditors

Management

N/A

Require a Majority Vote for the Election of Directors

Shareholder

N/A

Declassify the Board of Directors

Shareholder

N/A

Reduce Supermajority Vote Requirement

Shareholder

N/A

Chesapeake Energy Corporation

CHK

165167107

06/08/12

Elect Director Richard K. Davidson

Management

Yes

Withhold

Against

Elect Director V. Burns Hargis

Management

Yes

Withhold

Against

Adopt Majority Voting for Uncontested Election of Directors

Management

Yes

For

Advisory Vote to Ratify Named Executive Officers’ Compensation

Management

Yes

Against

Amend Omnibus Stock Plan

Management

Yes

For

Approve Executive Incentive Bonus Plan

Management

Yes

Against

Ratify Auditors

Management

Yes

For

Reincorporate in Another State [from Oklahoma to Delaware]

Shareholder

Yes

For

Against

Report on Lobbying Payments and Policy

Shareholder

Yes

Against

For

Reduce Supermajority Vote Requirement

Shareholder

Yes

For

Against

Adopt Proxy Access Right

Shareholder

Yes

For

Against

4 of 4


Longleaf Partners Small Cap Fund				For the Period July 1, 2011 to June 30, 2012

Issuer of Security

Ticker Symbol

CUSIP

Meeting Date

Matter Voted

Proposed By

Vote Cast

Fund’s Vote

For or Against
Management

Global Crossing Limited

GLBC

G3921A175

08/04/11

Approve Merger Agreement with Level 3 Communications

Management

Yes

For

Adjourn Meeting

Management

Yes

For

Advisory Vote on Golden Parachutes

Management

Yes

For

Level 3 Communications, Inc.

LVLT

52729N100

08/04/11

Issue Shares in Connection with Acquisition

Management

Yes

For

Increase Authorized Common Stock

Management

Yes

For

Adjourn Meeting

Management

Yes

For

Texas Industries, Inc.

TXI

882491103

10/12/11

Elect Director Mel G. Brekhus

Management

Yes

For

Elect Director Eugenio Clariond

Management

Yes

For

Elect Director Sam Coats

Management

Yes

For

Elect Director Thomas R. Ransdell

Management

Yes

For

Elect Director Robert D. Rogers

Management

Yes

For

Elect Director Ronald G. Steinhart

Management

Yes

For

Ratify Auditors

Management

Yes

For

Advisory Vote to Ratify Named Executive Officers’ Compensation

Management

Yes

For

Advisory Vote on Say on Pay Frequency (One Year)

Management

Yes

For

The Madison Square Garden Company

MSG

55826P100

11/30/11

Elect Director Richard D. Parsons

Management

Yes

For

Elect Director Alan D. Schwartz

Management

Yes

For

Elect Director Vincent Tese

Management

Yes

For

Ratify Auditors

Management

Yes

For

Approve Omnibus Stock Plan

Management

Yes

For

Approve Executive Incentive Bonus Plan

Management

Yes

For

Approve Non-Employee Director Omnibus Stock Plan

Management

Yes

For

Advisory Vote to Ratify Named Executive Officers’ Compensation

Management

Yes

For

Advisory Vote on Say on Pay Frequency (Three Years)

Management

Yes

Against (One Year)

Against

Vail Resorts, Inc.

MTN

91879Q109

12/02/11

Elect Director Roland A. Hernandez

Management

Yes

For

Elect Director Thomas D. Hyde

Management

Yes

For

Elect Director Jeffrey W. Jones

Management

Yes

For

Elect Director Robert A. Katz

Management

Yes

For

Elect Director Richard D. Kincaid

Management

Yes

For

Elect Director John T. Redmond

Management

Yes

For

Elect Director Hilary A. Schneider

Management

Yes

For

Elect Director John F. Sorte

Management

Yes

For

Adopt Plurality Voting for Contested Election of Directors

Management

Yes

For

Ratify Auditors

Management

Yes

For

Advisory Vote to Ratify Named Executive Officers’ Compensation

Management

Yes

For

Advisory Vote on Say on Pay Frequency (One Year)

Management

Yes

For

Olympus Corp.

7733

J61240107

04/20/12

Approve Corrected Financial Statements for 2010-11

Management

Yes

Against

Approve Corrected Financial Statements for 2009-10

Management

Yes

Against

Approve Corrected Financial Statements for 2008-09

Management

Yes

Against

Approve Corrected Financial Statements for 2007-08

Management

Yes

Against

Approve Corrected Financial Statements for 2006-07

Management

Yes

Against

Elect Director Kimoto, Yasuyuki

Management

Yes

Against

Elect Director Sasa, Hiroyuki

Management

Yes

Against

Elect Director Fujizuka, Hideaki

Management

Yes

Against

Elect Director Takeuchi, Yasuo

Management

Yes

Against

Elect Director Hayashi, Shigeo

Management

Yes

Against

Elect Director Goto, Takuya

Management

Yes

Against

Elect Director Hiruta, Shiro

Management

Yes

Against

Elect Director Fujita, Sumitaka

Management

Yes

For

Elect Director Nishikawa, Motoyoshi

Management

Yes

Against

Elect Director Imai, Hikari

Management

Yes

Against

Elect Director Fujii, Kiyotaka

Management

Yes

For

Appoint Statutory Auditor Saito, Takashi

Management

Yes

Against

Appoint Statutory Auditor Shimizu, Masashi

Management

Yes

Against

Appoint Statutory Auditor Nagoya, Nobuo

Management

Yes

Against

Appoint Statutory Auditor Natori, Katsuya

Management

Yes

Against

Willis Group Holdings Public Limited Company

WSH

G96655108

04/25/12

Elect William W. Bradley as Director

Management

Yes

For

Elect Joseph A. Califano, Jr. as Director

Management

Yes

For

Elect Anna C. Catalano as Director

Management

Yes

For

Elect Sir Roy Gardner as Director

Management

Yes

For

Elect Sir Jeremy Hanley as Director

Management

Yes

For

Elect Robyn S. Kravit as Director

Management

Yes

For

Elect Jeffrey B. Lane as Director

Management

Yes

For

Elect Wendy Lane as Director

Management

Yes

For

Elect James F. McCann as Director

Management

Yes

For

Elect Joseph J. Plumeri as Director

Management

Yes

For

Elect Douglas B. Roberts as Director

Management

Yes

For

Elect Michael J. Somers as Director

Management

Yes

For

Ratify Auditors

Management

Yes

For

Advisory Vote to Ratify Named Executive Officers’ Compensation

Management

Yes

For

Approve Omnibus Stock Plan

Management

Yes

For

1 of 3

Issuer of Security

Ticker Symbol

CUSIP

Meeting Date

Matter Voted

Proposed By

Vote Cast

Fund’s Vote

For or Against
Management

Fairfax Financial Holdings Limited

FFH

303901102

04/26/12

Elect Director Anthony F. Griffiths

Management

Yes

For

Elect Director Robert J. Gunn

Management

Yes

For

Elect Director Alan D. Horn

Management

Yes

For

Elect Director John R.V. Palmer

Management

Yes

For

Elect Director Timothy R. Price

Management

Yes

For

Elect Director Brandon W. Sweitzer

Management

Yes

For

Elect Director V. Prem Watsa

Management

Yes

For

Ratify PricewaterhouseCoopers LLP as Auditors

Management

Yes

For

Potlatch Corporation

PCH

737630103

05/07/12

Elect Director Boh A. Dickey

Management

Yes

For

Elect Director William L. Driscoll

Management

Yes

For

Ratify Auditors

Management

Yes

For

Advisory Vote to Ratify Named Executive Officers’ Compensation

Management

Yes

For

Everest Re Group LTD

G3223R108

05/09/12

Elect Director John R. Dunne

Management

Yes

For

Elect Director John A. Weber

Management

Yes

For

Ratify PricewaterhouseCoopers LLP as Auditors

Management

Yes

For

Advisory Vote to Ratify Named Executive Officers’ Compensation

Management

Yes

For

Elect Director Thomas L. Ryan

Management

Yes

For

Service Corporation International

SCI

817565104

05/09/12

Elect Director R. L. Waltrip

Management

Yes

For

Elect Director Anthony L. Coelho

Management

Yes

For

Elect Director Marcus A. Watts

Management

Yes

For

Elect Director Edward E. Williams

Management

Yes

For

Ratify Auditors

Management

Yes

For

Advisory Vote to Ratify Named Executive Officers’ Compensation

Management

Yes

For

Advisory Vote to Ratify Named Executive Officers’ Compensation

Management

Yes

For

The Washington Post Co.

WPO

939640108

05/10/12

Elect Director Christopher C. Davis

Management

Yes

For

Elect Director Anne M. Mulcahy

Management

Yes

For

Elect Director Larry D. Thompson

Management

Yes

For

Approve Omnibus Stock Plan

Management

Yes

For

Markel Corporation

MKL

570535104

05/14/12

Elect Director J. Alfred Broaddus, Jr.

Management

Yes

For

Elect Director Douglas C. Eby

Management

Yes

For

Elect Director Stewart M. Kasen

Management

Yes

For

Elect Director Alan I. Kirshner

Management

Yes

For

Elect Director Lemuel E. Lewis

Management

Yes

For

Elect Director Darrell D. Martin

Management

Yes

For

Elect Director Anthony F. Markel

Management

Yes

For

Elect Director Steven A. Markel

Management

Yes

For

Elect Director Jay M. Weinberg

Management

Yes

For

Elect Director Debora J. Wilson

Management

Yes

For

Ratify Auditors

Management

Yes

For

Approve Restricted Stock Plan

Management

Yes

For

DineEquity, Inc.

DIN

254423106

05/15/12

Elect Director Richard J. Dahl

Management

Yes

For

Elect Director Stephen P. Joyce

Management

Yes

For

Elect Director Patrick W. Rose

Management

Yes

For

Ratify Auditors

Management

Yes

For

Approve Executive Incentive Bonus Plan

Management

Yes

For

Advisory Vote to Ratify Named Executive Officers’ Compensation

Management

Yes

For

Scripps Networks Interactive, Inc.

SNI

811065101

05/15/12

Elect Director David A. Galloway

Management

Yes

For

Elect Director Nicholas B. Paumgarten

Management

Yes

For

Elect Director Jeffrey Sagansky

Management

Yes

For

Elect Director Ronald W. Tysoe

Management

Yes

For

Quicksilver Resources Inc.

KWK

74837R104

05/16/12

Elect Director Glenn Darden

Management

Yes

For

Elect Director W. Yandell Rogers, III

Management

Yes

For

Advisory Vote to Ratify Named Executive Officers’ Compensation

Management

Yes

For

Dillard’s, Inc.

DDS

254067101

05/19/12

Elect Director R. Brad Martin

Management

Yes

For

Elect Director Frank R. Mori

Management

Yes

For

Elect Director J.C. Watts, Jr.

Management

Yes

For

Elect Director Nick White

Management

Yes

For

Ratify Auditors

Management

Yes

For

Lamar Advertising Company

LAMR

512815101

05/24/12

Elect Director John Maxwell Hamilton

Management

Yes

For

Elect Director John E. Koerner, III

Management

Yes

For

Elect Director Stephen P. Mumblow

Management

Yes

For

Elect Director Thomas V. Reifenheiser

Management

Yes

For

Elect Director Anna Reilly

Management

Yes

For

Elect Director Kevin P. Reilly, Jr.

Management

Yes

For

Elect Director Wendell Reilly

Management

Yes

For

Amend Qualified Employee Stock Purchase Plan

Management

Yes

For

Ratify Auditors

Management

Yes

For

Level 3 Communications, Inc.

LVLT

52729N308

05/24/12

Elect Director Walter Scott, Jr.

Management

Yes

For

Elect Director James Q. Crowe

Management

Yes

For

Elect Director Kevin P. Chilton

Management

Yes

For

Elect Director Archie R. Clemins

Management

Yes

For

2 of 3

Issuer of Security

Ticker Symbol

CUSIP

Meeting Date

Matter Voted

Proposed By

Vote Cast

Fund’s Vote

For or Against
Management

Elect Director Steven T. Clontz

Management

Yes

For

Elect Director James O. Ellis, Jr.

Management

Yes

For

Elect Director Richard R. Jaros

Management

Yes

Withhold

Against

Elect Director Michael J. Mahoney

Management

Yes

Withhold

Against

Elect Director Charles C. Miller, III

Management

Yes

For

Elect Director Peter Seah Lim Huat

Management

Yes

For

Elect Director John T. Reed

Management

Yes

For

Elect Director Albert C. Yates

Management

Yes

Withhold

Against

Increase Authorized Common Stock

Management

Yes

For

Amend Omnibus Stock Plan

Management

Yes

For

Adopt NOL Rights Plan (NOL Pill)

Management

Yes

For

Advisory Vote to Ratify Named Executive Officers’ Compensation

Management

Yes

Against

Martin Marietta Materials, Inc.

MLM

573284106

05/24/12

Elect Director David G. Maffucci

Management

Yes

For

Elect Director William E. McDonald

Management

Yes

For

Elect Director Frank H. Menaker, Jr.

Management

Yes

For

Elect Director Richard A. Vinroot

Management

Yes

For

Ratify Auditors

Management

Yes

For

Advisory Vote to Ratify Named Executive Officers’ Compensation

Management

Yes

For

The Wendy’s Company

WEN

95058W100

05/24/12

Elect Director Nelson Peltz

Management

Yes

For

Elect Director Peter W. May

Management

Yes

For

Elect Director Emil J. Brolick

Management

Yes

For

Elect Director Clive Chajet

Management

Yes

For

Elect Director Edward P. Garden

Management

Yes

For

Elect Director Janet Hill

Management

Yes

For

Elect Director Joseph A. Levato

Management

Yes

For

Elect Director J. Randolph Lewis

Management

Yes

For

Elect Director Peter H. Rothschild

Management

Yes

For

Elect Director David E. Schwab, II

Management

Yes

For

Elect Director Roland C. Smith

Management

Yes

For

Elect Director Raymond S. Troubh

Management

Yes

For

Elect Director Jack G. Wasserman

Management

Yes

For

Provide Right to Call Special Meeting

Management

Yes

For

Ratify Auditors

Management

Yes

For

Advisory Vote to Ratify Named Executive Officers’ Compensation

Management

Yes

For

Saks Incorporated

SKS

79377W108

05/30/12

Elect Director Robert B. Carter

Management

Yes

For

Elect Director Michael S. Gross

Management

Yes

For

Elect Director Donald E. Hess

Management

Yes

For

Elect Director Marguerite W. Kondracke

Management

Yes

For

Elect Director Jerry W. Levin

Management

Yes

For

Elect Director Nora P. McAniff

Management

Yes

For

Elect Director Stephen I. Sadove

Management

Yes

For

Elect Director Jack L. Stahl

Management

Yes

For

Ratify Auditors

Management

Yes

For

Approve Executive Incentive Bonus Plan

Management

Yes

For

Provide for Cumulative Voting

Shareholder

Yes

For

Against

tw telecom inc.

TWTC

87311L104

06/07/12

Elect Director Gregory J. Attorri

Management

Yes

For

Elect Director Spencer B. Hays

Management

Yes

For

Elect Director Larissa L. Herda

Management

Yes

For

Elect Director Kevin W. Mooney

Management

Yes

For

Elect Director Kirby G. Pickle

Management

Yes

For

Elect Director Roscoe C. Young, II

Management

Yes

For

Ratify Auditors

Management

Yes

For

Require Independent Board Chairman

Shareholder

Yes

Against

For

Olympus Corp.

7733

J61240107

06/28/12

Approve Takeover Defense Plan (Poison Pill)

Management

Yes

Against

3 of 3


Longleaf Partners International Fund				For the Period July 1, 2011 to June 30, 2012

Issuer of Security

Ticker Symbol

CUSIP

Meeting Date

Matter Voted

Proposed By

Vote Cast

Fund’s Vote

For or Against
Management

Dell Inc.

DELL

24702R101

07/15/11

Elect Director James W. Breyer

Management

Yes

For

Elect Director Donald J. Carty

Management

Yes

For

Elect Director Michael S. Dell

Management

Yes

For

Elect Director William H. Gray, III

Management

Yes

For

Elect Director Gerald J. Kleisterlee

Management

Yes

For

Elect Director Thomas W. Luce, III

Management

Yes

For

Elect Director Klaus S. Luft

Management

Yes

For

Elect Director Alex J. Mandl

Management

Yes

For

Elect Director Shantanu Narayen

Management

Yes

For

Elect Director H. Ross Perot, Jr.

Management

Yes

For

Ratify Auditors

Management

Yes

For

Advisory Vote to Ratify Named Executive Officers’ Compensation

Management

Yes

For

Advisory Vote on Say on Pay Frequency (One Year)

Management

Yes

For

Require Independent Board Chairman

Shareholder

Yes

Against

For

Provide Right to Act by Written Consent

Shareholder

Yes

Against

For

Approve Declaration of Dividends

Shareholder

Yes

Against

For

Vodafone Group plc

VOD

G93882135

07/26/11

Accept Financial Statements and Statutory Reports

Management

Yes

For

Elect Gerard Kleisterlee as Director

Management

Yes

For

Re-elect John Buchanan as Director

Management

Yes

For

Re-elect Vittorio Colao as Director

Management

Yes

For

Re-elect Michel Combes as Director

Management

Yes

For

Re-elect Andy Halford as Director

Management

Yes

For

Re-elect Stephen Pusey as Director

Management

Yes

For

Elect Renee James as Director

Management

Yes

For

Re-elect Alan Jebson as Director

Management

Yes

For

Re-elect Samuel Jonah as Director

Management

Yes

For

Re-elect Nick Land as Director

Management

Yes

For

Re-elect Anne Lauvergeon as Director

Management

Yes

For

Re-elect Luc Vandevelde as Director

Management

Yes

For

Re-elect Anthony Watson as Director

Management

Yes

For

Re-elect Philip Yea as Director

Management

Yes

For

Approve Final Dividend

Management

Yes

For

Approve Remuneration Report

Management

Yes

For

Reappoint Deloitte LLP as Auditors

Management

Yes

For

Authorise Audit Committee to Fix Remuneration of Auditors

Management

Yes

For

Authorise Issue of Equity with Pre-emptive Rights

Management

Yes

For

Authorise Issue of Equity without Pre-emptive Rights

Management

Yes

For

Authorise Market Purchase

Management

Yes

For

Authorise the Company to Call EGM with Two Weeks’ Notice

Management

Yes

For

HRT Participacoes em Petroleo S.A.

HRTP3 SA

P5280D104

10/19/11

Confirm Subscription of 539 New Shares

Management

Yes

For

Ratify Issuance of Between 652,575 and 1.35 Million Shares Re: Authorization Granted at EGM Held on April 19, 2011, and Other Exercises of Stock Options and Warrants

Management

Yes

For

Ratify Issuance of 377,059 Shares Re: Exercise of Stock Options and Warrants

Management

Yes

For

Amend Article 5 Re: Changes in Share Capital from Exercises of Stock Options and Warrants

Management

Yes

For

Amend Article 18 Re: Vice-Chairman Appointment

Management

Yes

For

Amend Article 21 Re: Board Meeting Attendance

Management

Yes

For

Amend Article 22 Re: Board Functions

Management

Yes

For

Amend Article 23 Re: Executive Committee Positions

Management

Yes

For

Amend Content of Paragraph 1 of Article 25 Re: Executive Committee Member Absences and Alternates

Management

Yes

For

Amend Paragraphs 6 and 7 of Article 25 Re: Presence at Executive Committee Member Meetings

Management

Yes

For

Amend Article 26 Re: Minimum Quorum Established in Article 25

Management

Yes

For

Amend Article 27

Management

Yes

For

Amend Articles 28, 30, and 33 Re: Duties and Designations of Executive Committee Members

Management

Yes

For

Amend Articles 29, 31, and 32 Re: Conformity with Article 23

Management

Yes

For

Amend Articles 1, 15, 17, 22, 38, 44, 46, 49, 50, 52, 53, 54, 56, 57, 59, 61, and 65 Re: Compliance with Novo Mercado Listing Manual

Management

Yes

For

CEMEX S.A.B. de C.V.

P22561321

11/14/11

Amend Clauses 1, 10 and 14 of the CPO Trust Deed

Management

Yes

For

Designate Inspector or Shareholder Representative(s) of Minutes of Meeting

Management

Yes

For

Approve Minutes of Meeting

Management

Yes

For

CEMEX S.A.B. de C.V.

P22561321

02/23/12

Accept Financial Statements and Statutory Reports for Fiscal Year 2011; Accept Board Opinion on CEO Report; Present Reports of Audit and Corporate Practices Committees, Receive Report on Tax Obligations

Management

Yes

For

Approve Allocation of Income

Management

Yes

For

Authorize Increase in Variable Portion of Capital via Capitalization of Reserves and Issuance of Treasury Shares

Management

Yes

For

Management

Yes

Against

Elect Directors, and Chairmen and Members of the Audit, Corporate Practices and Finance Committees

Management

Yes

Against

Approve Remuneration of Directors and Members of the Audit, Corporate Practices and Finance Committees

Management

Yes

For

Designate Inspector or Shareholder Representative(s) of Minutes of Meeting

Management

Yes

For

Ferrovial SA

FER MC

E49512119

03/29/12

Approve Individual and Consolidated Financial Statements and Statutory Reports for FY 2011

Management

Yes

For

Approve Allocation of Income and Dividend of Eur 0.20

Management

Yes

For

Approve Dividend of EUR 0.25 Per Share Charged to Voluntary Reserves

Management

Yes

For

Approve Discharge of Directors for FY 2011

Management

Yes

For

Amend Articles

Management

Yes

For

Amend Article 54 Re: Time Limit for Director Independence

Management

Yes

For

Amend General Meeting Regulations

Management

Yes

For

Approve Payment to Executive Directors and Senior Management of Compensation Owed to Them in Form of Stock in Lieu of Cash

Management

Yes

For

Authorize Board to Ratify and Execute Approved Resolutions

Management

Yes

For

Advisory Vote on Remuneration Report

Management

Yes

For

Manabi Holdings SA

N/A

BRMNBIACNPR1

04/16/12

Accept Financial Statements and Statutory Reports for Fiscal Year Ended Dec. 31, 2011

Management

Yes

For

Change Company Name

Management

Yes

For

Elect Directors and Approve Remuneration of Executive Officers, Non-Executive Directors

Management

Yes

For

Amend Corporate Purpose

Management

Yes

For

Approve Allocation of Income and Dividends

Management

Yes

For

Amend Article 5

Management

Yes

For

Designate Newspapers to Publish Company Announcements

Management

Yes

For

Amend Article 7 to Reflect Increase to Authorized Common Stock

Management

Yes

For

Amend Article 11

Management

Yes

For

Amend Article 13

Management

Yes

For

Amend Article 14

Management

Yes

For

Amend Articles 20-21

Management

Yes

For

Amend Article 27

Management

Yes

For

Consolidate Bylaws

Management

Yes

For

Amend Certificate for Warrants Issued on June 8, 2011

Management

Yes

For

Amend Board Term

Management

Yes

For

Approve SPAC Transaction

Management

Yes

For

Approve Capitalization of SPAC

Management

Yes

For

Approve Listing of Company Shares in Novo Mercado Segment of BM&FBovespa

Management

Yes

For

Amend Articles Re: Novo Mercado Regulations

Management

Yes

For

Authorize Board to Ratify and Execute Approved Resolutions Re: Novo Mercado

Management

Yes

For

Authorize Board to Ratify and Execute Approved Resolutions

Management

Yes

For

Elect Independent Directors

Management

Yes

For

Approve Minutes of Meeting

Management

Yes

For

Olympus Corp.

7733 JP

J61240107

04/20/12

Approve Corrected Financial Statements for 2010-11

Management

Yes

Against

Approve Corrected Financial Statements for 2009-10

Management

Yes

Against

Approve Corrected Financial Statements for 2008-09

Management

Yes

Against

Approve Corrected Financial Statements for 2007-08

Management

Yes

Against

Approve Corrected Financial Statements for 2006-07

Management

Yes

Against

Elect Director Kimoto, Yasuyuki

Management

Yes

Against

Elect Director Sasa, Hiroyuki

Management

Yes

Against

Elect Director Fujizuka, Hideaki

Management

Yes

Against

Elect Director Takeuchi, Yasuo

Management

Yes

Against

Elect Director Hayashi, Shigeo

Management

Yes

Against

Elect Director Goto, Takuya

Management

Yes

Against

Elect Director Hiruta, Shiro

Management

Yes

Against

Elect Director Fujita, Sumitaka

Management

Yes

For

Elect Director Nishikawa, Motoyoshi

Management

Yes

Against

Elect Director Imai, Hikari

Management

Yes

Against

Elect Director Fujii, Kiyotaka

Management

Yes

For

Appoint Statutory Auditor Saito, Takashi

Management

Yes

Against

1 of 3

Issuer of Security

Ticker Symbol

CUSIP

Meeting Date

Matter Voted

Proposed By

Vote Cast

Fund’s Vote

For or Against
Management

Appoint Statutory Auditor Shimizu, Masashi

Management

Yes

Against

Appoint Statutory Auditor Nagoya, Nobuo

Management

Yes

Against

Appoint Statutory Auditor Natori, Katsuya

Management

Yes

Against

Willis Group Holdings Public Limited Company

WSH

G96655108

04/25/12

Elect William W. Bradley as Director

Management

Yes

For

Elect Joseph A. Califano, Jr. as Director

Management

Yes

For

Elect Anna C. Catalano as Director

Management

Yes

For

Elect Sir Roy Gardner as Director

Management

Yes

For

Elect Sir Jeremy Hanley as Director

Management

Yes

For

Elect Robyn S. Kravit as Director

Management

Yes

For

Elect Jeffrey B. Lane as Director

Management

Yes

For

Elect Wendy Lane as Director

Management

Yes

For

Elect James F. McCann as Director

Management

Yes

For

Elect Joseph J. Plumeri as Director

Management

Yes

For

Elect Douglas B. Roberts as Director

Management

Yes

For

Elect Michael J. Somers as Director

Management

Yes

For

Ratify Auditors

Management

Yes

For

Advisory Vote to Ratify Named Executive Officers’ Compensation

Management

Yes

For

Approve Omnibus Stock Plan

Management

Yes

For

Fairfax Financial Holdings Limited

FFH

303901102

04/26/12

Elect Director Anthony F. Griffiths

Management

Yes

For

Elect Director Robert J. Gunn

Management

Yes

For

Elect Director Alan D. Horn

Management

Yes

For

Elect Director John R.V. Palmer

Management

Yes

For

Elect Director Timothy R. Price

Management

Yes

For

Elect Director Brandon W. Sweitzer

Management

Yes

For

Elect Director V. Prem Watsa

Management

Yes

For

Ratify PricewaterhouseCoopers LLP as Auditors

Management

Yes

For

Koninklijke Philips Electronics

PHG

N6817P109

04/26/12

President’s Speech

Management

N/A

Adopt Financial Statements

Management

Yes

For

Receive Explanation on Company’s Reserves and Dividend Policy

Management

N/A

Approve Dividends of EUR 0.75 Per Share

Management

Yes

For

Approve Discharge of Management Board

Management

Yes

For

Approve Discharge of Supervisory Board

Management

Yes

For

Reelect E. Kist to Supervisory Board

Management

Yes

For

Elect N. Dhawan to Supervisory Board

Management

Yes

For

Grant Board Authority to Issue Shares Up To 10 Percent of Issued Capital Plus Additional 10 Percent in Case of Takeover/Merger and Restricting/Excluding Preemptive Rights

Management

Yes

For

Authorize Board to Exclude Preemptive Rights from Issuance under Item 4a

Management

Yes

For

Approve Reduction in Share Capital by Cancellation of Shares

Management

Yes

For

Authorize Repurchase of Shares

Management

Yes

For

Other Business (Non-Voting)

Management

N/A

HRT Participacoes em Petroleo S.A.

HRTP3 SA

P5280D104

04/27/12

Accept Financial Statements and Statutory Reports for Fiscal Year Ended Dec. 31, 2011

Management

Yes

For

Approve Treatment of Net Loss

Management

Yes

For

Hochtief AG

HOT GR

D33134103

05/03/12

Receive Financial Statements and Statutory Reports for Fiscal 2011 (Non-Voting)

Management

N/A

Approve Allocation of Income and Omission of Dividends

Management

Yes

For

Approve Discharge of Management Board for Fiscal 2011

Management

Yes

For

Approve Discharge of Supervisory Board for Fiscal 2011

Management

Yes

For

Approve Remuneration System for Management Board Members

Management

Yes

For

Ratify Deloitte & Touche GmbH as Auditors for Fiscal 2012

Management

Yes

For

Authorize Share Repurchase Program and Reissuance or Cancellation of Repurchased Shares and Authorize Use of Financial Derivatives when Repurchasing Shares

Management

Yes

For

Amend Corporate Purpose

Management

Yes

For

Amend Articles Re: Management Board

Management

Yes

For

Amend Articles Re: Cancel Subparagraphs Concerning Periods in Article 21

Management

Yes

For

Accor

ACCP PA

F00189120

05/10/12

Approve Financial Statements and Statutory Reports

Management

Yes

For

Approve Consolidated Financial Statements and Statutory Reports

Management

Yes

For

Approve Allocation of Income and Ordinary Dividends of EUR 0.65 per Share and Special Dividends of EUR 0.50 per Share

Management

Yes

For

Reelect Mercedes Erra as Director

Management

Yes

For

Reelect Jean-Paul Bailly as Director

Management

Yes

For

Reelect Philippe Citerne as Director

Management

Yes

For

Reelect Bertrand Meheut as Director

Management

Yes

For

Approve Transaction with ColSpa SAS

Management

Yes

For

Approve Transaction with Edenred Group

Management

Yes

For

Authorize Repurchase of Up to 22 Million Shares

Management

Yes

For

Approve Reduction in Share Capital via Cancellation of Repurchased Shares

Management

Yes

For

Delegate Powers to the Board to Execute all Formalities Pursuant to Stock Option Plan and Amend Bylaws Accordingly

Management

Yes

For

Authorize Filing of Required Documents/Other Formalities

Management

Yes

For

HRT Participacoes em Petroleo S.A.

HRTP3 SA

P5280D104

05/11/12

Amend Article 5 to Reflect Changes in Capital

Management

Yes

For

Amend Article 6

Management

Yes

For

Amend Article 7

Management

Yes

For

Amend Article 17

Management

Yes

For

Amend Article 17 (paragraph 1)

Management

Yes

For

Amend Articles 33 and 34

Management

Yes

For

Amend Article 38

Management

Yes

For

Amend Article 41

Management

Yes

For

Amend Article 44

Management

Yes

For

Amend Article 55

Management

Yes

For

Consolidate Company Bylaws

Management

Yes

For

Nitori Holdings Co Ltd

9843 JP

J58214107

05/11/12

Elect Director Nitori, Akio

Management

Yes

For

Elect Director Sugiyama, Kiyoshi

Management

Yes

For

Elect Director Shirai, Toshiyuki

Management

Yes

For

Elect Director Komiya, Shoshin

Management

Yes

For

Appoint Statutory Auditor Kubo, Takao

Management

Yes

For

Appoint Statutory Auditor Ozawa, Masaaki

Management

Yes

For

Lafarge

LAFP PA

F54432111

05/15/12

Approve Financial Statements and Statutory Reports

Management

Yes

For

Approve Consolidated Financial Statements and Statutory Reports

Management

Yes

For

Approve Allocation of Income and Dividends of EUR 0.5 per Ordinary Share and EUR 0.55 per Long-Term Registered Share

Management

Yes

For

Approve Amendment to the Employment Contract of Bruno Lafont

Management

Yes

For

Approve Amendment of the Shareholders’ Agreement Concluded with inter alia NNS Holding Sarl

Management

Yes

For

Ratify Appointment of Ian Gallienne as Director

Management

Yes

For

Reelect Ian Gallienne as Director

Management

Yes

For

Elect Gerard Lamarche as Director

Management

Yes

For

Reelect Paul Desmarais Jr. as Director

Management

Yes

For

Reelect Jerome Guiraud as Director

Management

Yes

For

Reelect Michel Rollier as Director

Management

Yes

For

Reelect Nassef Sawiris as Director

Management

Yes

For

Renew Appointment of Deloitte et Associes as Auditor

Management

Yes

For

Appoint Ernst et Young et Autres as Auditor

Management

Yes

For

Renew Appointment of BEAS as Alternate Auditor

Management

Yes

For

Renew Appointment of Auditex as Alternate Auditor

Management

Yes

For

Authorize Repurchase of Up to 5 Percent of Issued Share Capital

Management

Yes

For

Authorize Filing of Required Documents/Other Formalities

Management

Yes

For

Cheung Kong (Holdings) Limited

1HK

Y13213106

05/25/12

Accept Financial Statements and Statutory Reports

Management

Yes

For

Approve Final Dividend

Management

Yes

For

Elect Kam Hing Lam as Director

Management

Yes

For

Elect Woo Chia Ching, Grace as Director

Management

Yes

For

Elect Fok Kin Ning, Canning as Director

Management

Yes

For

Elect Frank John Sixt as Director

Management

Yes

For

Elect Kwok Tun-li, Stanley as Director

Management

Yes

For

Elect Chow Nin Mow, Albert as Director

Management

Yes

For

Elect Hung Siu-lin, Katherine as Director

Management

Yes

For

Appoint PricewaterhouseCoopers as Auditors and Authorize Board to Fix Their Remuneration

Management

Yes

For

Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights

Management

Yes

For

Authorize Repurchase of Up to 10 Percent of Issued Share Capital

Management

Yes

For

Authorize Reissuance of Repurchased Shares

Management

Yes

For

Acs, Actividades de Construccion y Servicios S.A

ACS MC

E7813W163

05/30/12

Accept Consolidated and Standalone Financial Statements

Management

Yes

For

Approve Allocation of Income and Dividends

Management

Yes

For

Receive CSR Report

Management

N/A

Advisory Vote on Remuneration Report

Management

Yes

For

Approve Discharge of Directors

Management

Yes

For

2 of 3

Issuer of Security

Ticker Symbol

CUSIP

Meeting Date

Matter Voted

Proposed By

Vote Cast

Fund’s Vote

For or Against
Management

Elect Directors

Management

Yes

For

Renew Appointment of Deloitte as Auditor

Management

Yes

For

Amend Articles 7, 12, 16, 22, 24, 25, 26, 28, and 35

Management

Yes

For

Amend Articles 3, 4, 5, 6, 8, 10, 11, 15, 16, 17, and 18 of General Meeting Regulations

Management

Yes

For

Authorize Capital Increase Charged against Voluntary Reserves for Bonus Issue, and Approve Reduction in Share Capital Through Amortization of Treasury Shares

Management

Yes

For

Authorize Share Repurchase of up to 10 Percent

Management

Yes

For

Authorize Board to Ratify and Execute Approved Resolutions

Management

Yes

For

Melco International Development Ltd

200HK

Y59683188

05/30/12

Accept Financial Statements and Statutory Reports

Management

Yes

For

Approve Final Dividend

Management

Yes

For

Reelect Tsui Che Yin, Frank as Director

Management

Yes

For

Reelect Ng Ching Wo as Director

Management

Yes

For

Authorize Board to Fix Remuneration of Directors

Management

Yes

For

Reappoint Deloitte Touche Tohmatsu as Auditors and Authorize Board to Fix Their Remuneration

Management

Yes

For

Authorize Repurchase of Up to 10 Percent of Issued Share Capital

Management

Yes

For

Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights

Management

Yes

Against

Authorize Reissuance of Repurchased Shares

Management

Yes

Against

Adopt New Share Option Scheme

Management

Yes

Against

Ingersoll-Rand plc

G47791101

06/07/12

Elect Director Ann C. Berzin

Management

Yes

For

Elect Director John Bruton

Management

Yes

For

Elect Director Jared L. Cohon

Management

Yes

For

Elect Director Gary D. Forsee

Management

Yes

For

Elect Director Peter C. Godsoe

Management

Yes

For

Elect Director Edward E. Hagenlocker

Management

Yes

For

Elect Director Constance J. Horner

Management

Yes

For

Elect Director Michael W. Lamach

Management

Yes

For

Elect Director Theodore E. Martin

Management

Yes

For

Elect Director Richard J. Swift

Management

Yes

For

Elect Director Tony L. White

Management

Yes

For

Advisory Vote to Ratify Named Executive Officers’ Compensation

Management

Yes

For

Ratify Auditors

Management

Yes

For

Genting Bhd

GENT KL

Y26926116

06/14/12

Approve Final Dividend of MYR 0.045 Per Share

Management

Yes

For

Approve Remuneration of Directors

Management

Yes

For

Elect Lim Kok Thay as Director

Management

Yes

For

Elect Hashim bin Nik Yusoff as Director

Management

Yes

For

Elect Mohammed Hanif bin Omar as Director

Management

Yes

For

Elect Lin See Yan as Director

Management

Yes

For

Approve PricewaterhouseCoopers as Auditors and Authorize Board to Fix Their Remuneration

Management

Yes

For

Approve Share Repurchase Program

Management

Yes

For

Approve Exemption to Kien Huat Realty Sdn Bhd and Persons Acting in Concert with it from the Obligation to Undertake a Mandatory Take-Over Offer on the Remaining Voting Shares in the Company Not Owned by Them After Share Repurchase Program

Management

Yes

For

Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights

Management

Yes

For

Approve Implementation of Shareholders’ Mandate for Recurrent Related Party Transactions

Management

Yes

For

Carrefour

CARR PA

F13923119

06/18/12

Approve Financial Statements and Discharge Directors

Management

Yes

For

Approve Consolidated Financial Statements and Statutory Reports

Management

Yes

For

Approve Auditors’ Special Report on Related-Party Transactions

Management

Yes

Against

Approve Severance Payment Agreement with Georges Plassat

Management

Yes

For

Approve Allocation of Income and Dividends of EUR 0.52 per Share

Management

Yes

For

Approve Stock Dividend Program

Management

Yes

For

Reelect Mathilde Lemoine as Director

Management

Yes

For

Reelect Nicolas Bazire as Director

Management

Yes

For

Ratify Appointment and Reelect Georges Plassat as Director

Management

Yes

For

Elect Diane Labruyere as Director

Management

Yes

For

Elect Bertrand de Montesquiou as Director

Management

Yes

For

Elect Georges Ralli as Director

Management

Yes

For

Authorize Repurchase of Up to 10 Percent of Issued Share Capital

Management

Yes

For

Approve Reduction in Share Capital via Cancellation of Repurchased Shares

Management

Yes

For

Authorize up to 0.5 Percent of Issued Capital for Use in Stock Option Plan

Management

Yes

For

Authorize up to 1 Percent of Issued Capital for Use in Restricted Stock Plan

Management

Yes

For

Approve Employee Stock Purchase Plan

Management

Yes

For

C&C Group plc

GCC I

G1826G107

06/27/12

Accept Financial Statements and Statutory Reports

Management

Yes

For

Approve Dividends

Management

Yes

For

Reelect Sir Brian Stewart as Director

Management

Yes

For

Reelect Stephen Glancey as Director

Management

Yes

For

Reelect Kenny Neison as Director

Management

Yes

For

Reelect John Burgess as Director

Management

Yes

For

Reelect Stewart Gilliland as Director

Management

Yes

For

Reelect John Hogan as Director

Management

Yes

For

Reelect Richard Holroyd as Director

Management

Yes

For

Reelect Philip Lynch as Director

Management

Yes

For

Reelect Breege O’Donoghue as Director

Management

Yes

For

Reelect Tony Smurfit as Director

Management

Yes

For

Authorize Board to Fix Remuneration of Auditors

Management

Yes

For

Approve Remuneration Report

Management

Yes

For

Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights

Management

Yes

For

Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights

Management

Yes

For

Authorize Share Repurchase Program

Management

Yes

For

Authorize Reissuance of Repurchased Shares

Management

Yes

For

Authorise the Company to Call EGM with Two Weeks’ Notice

Management

Yes

For

Amend All-Employee Profit Sharing Scheme

Management

Yes

For

Amend Long-Term Incentive Plan

Management

Yes

For

Amend Joint Share Ownership Plan

Management

Yes

For

Olympus Corp.

7733 JP

J61240107

06/28/12

Approve Takeover Defense Plan (Poison Pill)

Management

Yes

Against

3 of 3

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.

(Registrant) LONGLEAF PARTNERS FUNDS TRUST

By (Signature and Title)*

/s/ O. Mason Hawkins

O. Mason Hawkins

Chairman and CEO, Southeastern Asset Management, Inc.

Functioning as principal executive officer under agreements with

Longleaf Partners Funds Trust and its separate series.

Date August 29, 2012

Longleaf Partners Funds Trust N-PXAnnual report of proxy voting record