UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD
OF
REGISTERED MANAGEMENT INVESTMENT COMPANIES
INVESTMENT COMPANY ACT FILE NUMBER: 811-5445
NAME OF REGISTRANT: VANGUARD FENWAY FUNDS
ADDRESS OF REGISTRANT: PO BOX 2600, VALLEY FORGE, PA 19482
NAME AND ADDRESS OF AGENT FOR SERVICE: HEIDI STAM
PO BOX 876
VALLEY FORGE, PA 19482
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (610) 669-1000
DATE OF FISCAL YEAR END: SEPTEMBER 30
DATE OF REPORTING PERIOD: JULY 1, 2011 - JUNE 30, 2012
FUND: VANGUARD GROWTH EQUITY FUND
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ISSUER: Agilent Technologies, Inc.
TICKER: A CUSIP: 00846U101
MEETING DATE: 3/21/2012 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: ELECT DIRECTOR ROBERT J. HERBOLD ISSUER YES FOR FOR
PROPOSAL #2: ELECT DIRECTOR KOH BOON HWEE ISSUER YES FOR FOR
PROPOSAL #3: ELECT DIRECTOR WILLIAM P. SULLIVAN ISSUER YES FOR FOR
PROPOSAL #4: RATIFY AUDITORS ISSUER YES FOR FOR
PROPOSAL #5: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
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ISSUER: Alexion Pharmaceuticals, Inc.
TICKER: ALXN CUSIP: 015351109
MEETING DATE: 5/7/2012 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR LEONARD BELL ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR MAX LINK ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR WILLIAM R. KELLER ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR JOSEPH A. MADRI ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT DIRECTOR LARRY L. MATHIS ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT DIRECTOR R. DOUGLAS NORBY ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT DIRECTOR ALVIN S. PARVEN ISSUER YES FOR FOR
PROPOSAL #1.8: ELECT DIRECTOR ANDREAS RUMMELT ISSUER YES FOR FOR
PROPOSAL #1.9: ELECT DIRECTOR ANN M. VENEMAN ISSUER YES FOR FOR
PROPOSAL #2: RATIFY AUDITORS ISSUER YES FOR FOR
PROPOSAL #3: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
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ISSUER: Allergan, Inc.
TICKER: AGN CUSIP: 018490102
MEETING DATE: 5/1/2012 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: ELECT DIRECTOR DAVID E.I. PYOTT ISSUER YES FOR FOR
PROPOSAL #2: ELECT DIRECTOR HERBERT W. BOYER, PH.D. ISSUER YES FOR FOR
PROPOSAL #3: ELECT DIRECTOR DEBORAH DUNSIRE, M.D. ISSUER YES FOR FOR
PROPOSAL #4: ELECT DIRECTOR MICHAEL R. GALLAGHER ISSUER YES FOR FOR
PROPOSAL #5: ELECT DIRECTOR DAWN HUDSON ISSUER YES FOR FOR
PROPOSAL #6: ELECT DIRECTOR ROBERT A. INGRAM ISSUER YES FOR FOR
PROPOSAL #7: ELECT DIRECTOR TREVOR M. JONES, PH.D. ISSUER YES FOR FOR
PROPOSAL #8: ELECT DIRECTOR LOUIS J. LAVIGNE, JR. ISSUER YES FOR FOR
PROPOSAL #9: ELECT DIRECTOR RUSSELL T. RAY ISSUER YES FOR FOR
PROPOSAL #10: ELECT DIRECTOR STEPHEN J. RYAN, M.D. ISSUER YES FOR FOR
PROPOSAL #11: RATIFY AUDITORS ISSUER YES FOR FOR
PROPOSAL #12: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #13: AMEND ARTICLES/BYLAWS/CHARTER -- CALL SHAREHOLDER YES AGAINST FOR
SPECIAL MEETINGS
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ISSUER: Altera Corporation
TICKER: ALTR CUSIP: 021441100
MEETING DATE: 5/8/2012 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: ELECT DIRECTOR JOHN P. DAANE ISSUER YES FOR FOR
PROPOSAL #2: ELECT DIRECTOR T. MICHAEL NEVENS ISSUER YES FOR FOR
PROPOSAL #3: ELECT DIRECTOR ELISHA W. FINNEY ISSUER YES FOR FOR
PROPOSAL #4: ELECT DIRECTOR KEVIN MCGARITY ISSUER YES FOR FOR
PROPOSAL #5: ELECT DIRECTOR KRISH A. PRABHU ISSUER YES FOR FOR
PROPOSAL #6: ELECT DIRECTOR JOHN SHOEMAKER ISSUER YES FOR FOR
PROPOSAL #7: ELECT DIRECTOR THOMAS H. WAECHTER ISSUER YES FOR FOR
PROPOSAL #8: ELECT DIRECTOR SUSAN WANG ISSUER YES FOR FOR
PROPOSAL #9: AMEND OMNIBUS STOCK PLAN ISSUER YES FOR FOR
PROPOSAL #10: AMEND OMNIBUS STOCK PLAN ISSUER YES FOR FOR
PROPOSAL #11: AMEND QUALIFIED EMPLOYEE STOCK PURCHASE ISSUER YES FOR FOR
PLAN
PROPOSAL #12: PROVIDE RIGHT TO ACT BY WRITTEN CONSENT ISSUER YES FOR FOR
PROPOSAL #13: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #14: RATIFY AUDITORS ISSUER YES FOR FOR
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ISSUER: Amazon.com, Inc.
TICKER: AMZN CUSIP: 023135106
MEETING DATE: 5/24/2012 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: ELECT DIRECTOR JEFFREY P. BEZOS ISSUER YES FOR FOR
PROPOSAL #2: ELECT DIRECTOR TOM A. ALBERG ISSUER YES FOR FOR
PROPOSAL #3: ELECT DIRECTOR JOHN SEELY BROWN ISSUER YES FOR FOR
PROPOSAL #4: ELECT DIRECTOR WILLIAM B. GORDON ISSUER YES AGAINST AGAINST
PROPOSAL #5: ELECT DIRECTOR JAMIE S. GORELICK ISSUER YES FOR FOR
PROPOSAL #6: ELECT DIRECTOR BLAKE G. KRIKORIAN ISSUER YES FOR FOR
PROPOSAL #7: ELECT DIRECTOR ALAIN MONIE ISSUER YES FOR FOR
PROPOSAL #8: ELECT DIRECTOR JONATHAN J. RUBINSTEIN ISSUER YES AGAINST AGAINST
PROPOSAL #9: ELECT DIRECTOR THOMAS O. RYDER ISSUER YES FOR FOR
PROPOSAL #10: ELECT DIRECTOR PATRICIA Q. STONESIFER ISSUER YES FOR FOR
PROPOSAL #11: RATIFY AUDITORS ISSUER YES FOR FOR
PROPOSAL #12: AMEND OMNIBUS STOCK PLAN ISSUER YES AGAINST AGAINST
PROPOSAL #13: REPORT ON CLIMATE CHANGE SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #14: REPORT ON POLITICAL CONTRIBUTIONS SHAREHOLDER YES ABSTAIN AGAINST
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ISSUER: American Express Company
TICKER: AXP CUSIP: 025816109
MEETING DATE: 4/30/2012 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR C. BARSHEFSKY ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR U.M. BURNS ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR K.I. CHENAULT ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR P. CHERNIN ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT DIRECTOR T.J. LEONSIS ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT DIRECTOR J. LESCHLY ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT DIRECTOR R.C. LEVIN ISSUER YES FOR FOR
PROPOSAL #1.8: ELECT DIRECTOR R.A. MCGINN ISSUER YES FOR FOR
PROPOSAL #1.9: ELECT DIRECTOR E.D. MILLER ISSUER YES FOR FOR
PROPOSAL #1.10: ELECT DIRECTOR S.S. REINEMUND ISSUER YES FOR FOR
PROPOSAL #1.11: ELECT DIRECTOR R.D. WALTER ISSUER YES FOR FOR
PROPOSAL #1.12: DIRECTOR R.A. WILLIAMS ISSUER YES FOR FOR
PROPOSAL #2: RATIFY AUDITORS ISSUER YES FOR FOR
PROPOSAL #3: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR �� FOR
OFFICERS' COMPENSATION
PROPOSAL #4: AMEND OMNIBUS STOCK PLAN ISSUER YES FOR FOR
PROPOSAL #5: PROVIDE FOR CUMULATIVE VOTING SHAREHOLDER YES AGAINST FOR
PROPOSAL #6: REQUIRE INDEPENDENT BOARD CHAIRMAN SHAREHOLDER YES AGAINST FOR
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ISSUER: American Tower Corporation
TICKER: AMT CUSIP: 029912201
MEETING DATE: 11/29/2011 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE REORGANIZATION PLAN ISSUER YES FOR FOR
PROPOSAL #2: ADJOURN MEETING ISSUER YES FOR FOR
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ISSUER: American Tower Corporation
TICKER: AMT CUSIP: 03027X100
MEETING DATE: 6/19/2012 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: ELECT DIRECTOR RAYMOND P. DOLAN ISSUER YES FOR FOR
PROPOSAL #2: ELECT DIRECTOR RONALD M. DYKES ISSUER YES FOR FOR
PROPOSAL #3: ELECT DIRECTOR CAROLYN F. KATZ ISSUER YES FOR FOR
PROPOSAL #4: ELECT DIRECTOR GUSTAVO LARA CANTU ISSUER YES FOR FOR
PROPOSAL #5: ELECT DIRECTOR JOANN A. REED ISSUER YES FOR FOR
PROPOSAL #6: ELECT DIRECTOR PAMELA D.A. REEVE ISSUER YES FOR FOR
PROPOSAL #7: ELECT DIRECTOR DAVID E. SHARBUTT ISSUER YES FOR FOR
PROPOSAL #8: ELECT DIRECTOR JAMES D. TAICLET, JR. ISSUER YES FOR FOR
PROPOSAL #9: ELECT DIRECTOR SAMME L. THOMPSON ISSUER YES FOR FOR
PROPOSAL #10: RATIFY AUDITORS ISSUER YES FOR FOR
PROPOSAL #11: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #12: STOCK RETENTION/HOLDING PERIOD SHAREHOLDER YES AGAINST FOR
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ISSUER: AMETEK, Inc.
TICKER: AME CUSIP: 031100100
MEETING DATE: 5/1/2012 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR JAMES R. MALONE ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR ELIZABETH R. VARET ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR DENNIS K. WILLIAMS ISSUER YES FOR FOR
PROPOSAL #2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #3: RATIFY AUDITORS ISSUER YES FOR FOR
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ISSUER: Apache Corporation
TICKER: APA CUSIP: 037411105
MEETING DATE: 5/24/2012 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: ELECT DIRECTOR SCOTT D. JOSEY ISSUER YES FOR FOR
PROPOSAL #2: ELECT DIRECTOR GEORGE D. LAWRENCE ISSUER YES FOR FOR
PROPOSAL #3: ELECT DIRECTOR RODMAN D. PATTON ISSUER YES FOR FOR
PROPOSAL #4: ELECT DIRECTOR CHARLES J. PITMAN ISSUER YES FOR FOR
PROPOSAL #5: RATIFY AUDITORS ISSUER YES FOR FOR
PROPOSAL #6: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #7: DECLASSIFY THE BOARD OF DIRECTORS SHAREHOLDER YES FOR AGAINST
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ISSUER: Apple Inc.
TICKER: AAPL CUSIP: 037833100
MEETING DATE: 2/23/2012 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR WILLIAM V. CAMPBELL ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR TIMOTHY D. COOK ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR MILLARD S. DREXLER ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR AL GORE ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT DIRECTOR ROBERT A. IGER ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT DIRECTOR ANDREA JUNG ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT DIRECTOR ARTHUR D. LEVINSON ISSUER YES FOR FOR
PROPOSAL #1.8: ELECT DIRECTOR RONALD D. SUGAR ISSUER YES FOR FOR
PROPOSAL #2: RATIFY AUDITORS ISSUER YES FOR FOR
PROPOSAL #3: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES AGAINST AGAINST
OFFICERS' COMPENSATION
PROPOSAL #4: PREPARE CONFLICT OF INTEREST REPORT SHAREHOLDER YES AGAINST FOR
PROPOSAL #5: ADVISORY VOTE TO RATIFY DIRECTORS' SHAREHOLDER YES AGAINST FOR
COMPENSATION
PROPOSAL #6: REPORT ON POLITICAL CONTRIBUTIONS SHAREHOLDER YES AGAINST FOR
PROPOSAL #7: REQUIRE A MAJORITY VOTE FOR THE ELECTION SHAREHOLDER YES FOR AGAINST
OF DIRECTORS
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ISSUER: Avago Technologies Limited
TICKER: AVGO CUSIP: Y0486S104
MEETING DATE: 4/4/2012 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1a: REELECT HOCK E. TAN AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1b: REELECT ADAM H. CLAMMER AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1c: REELECT JOHN T. DICKSON AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1d: REELECT JAMES V. DILLER AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1e: REELECT KENNETH Y. HAO AS DIRECTOR ISSUER �� YES FOR FOR
PROPOSAL #1f: REELECT JOHN MIN-CHIH HSUAN AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1g: REELECT JUSTINE F. LIEN AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1h: REELECT DONALD MACLEOD AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2: REAPPOINT PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR FOR
AUDITORS AND AUTHORIZE BOARD TO FIX THEIR REMUNERATION
PROPOSAL #3: APPROVE CASH COMPENSATION TO DIRECTORS ISSUER YES FOR FOR
PROPOSAL #4: APPROVE ISSUANCE OF EQUITY OR EQUITY- ISSUER YES FOR FOR
LINKED SECURITIES WITH OR WITHOUT PREEMPTIVE RIGHTS
PROPOSAL #5: APPROVE REPURCHASE OF UP TO 10 PERCENT ISSUER YES FOR FOR
OF ISSUED CAPITAL
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ISSUER: Bed Bath & Beyond Inc.
TICKER: BBBY CUSIP: 075896100
MEETING DATE: 6/22/2012 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: ELECT DIRECTOR WARREN EISENBERG ISSUER YES FOR FOR
PROPOSAL #2: ELECT DIRECTOR LEONARD FEINSTEIN ISSUER YES FOR FOR
PROPOSAL #3: ELECT DIRECTOR STEVEN H. TEMARES ISSUER YES FOR FOR
PROPOSAL #4: ELECT DIRECTOR DEAN S. ADLER ISSUER YES FOR FOR
PROPOSAL #5: ELECT DIRECTOR STANLEY F. BARSHAY ISSUER YES FOR FOR
PROPOSAL #6: ELECT DIRECTOR KLAUS EPPLER ISSUER YES FOR FOR
PROPOSAL #7: ELECT DIRECTOR PATRICK R. GASTON ISSUER YES FOR FOR
PROPOSAL #8: ELECT DIRECTOR JORDAN HELLER ISSUER YES FOR FOR
PROPOSAL #9: ELECT DIRECTOR VICTORIA A. MORRISON ISSUER YES FOR FOR
PROPOSAL #10: RATIFY AUDITORS ISSUER YES FOR FOR
PROPOSAL #11: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #12: APPROVE OMNIBUS STOCK PLAN ISSUER YES FOR FOR
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ISSUER: Berkshire Hathaway Inc.
TICKER: BRK.B CUSIP: 084670702
MEETING DATE: 5/5/2012 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR WARREN E. BUFFETT ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR CHARLES T. MUNGER ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR HOWARD G. BUFFETT ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR STEPHEN B. BURKE ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT DIRECTOR SUSAN L. DECKER ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT DIRECTOR WILLIAM H. GATES, III ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT DIRECTOR DAVID S. GOTTESMAN ISSUER YES FOR FOR
PROPOSAL #1.8: ELECT DIRECTOR CHARLOTTE GUYMAN ISSUER YES FOR FOR
PROPOSAL #1.9: ELECT DIRECTOR DONALD R. KEOUGH ISSUER YES FOR FOR
PROPOSAL #1.10: ELECT DIRECTOR THOMAS S. MURPHY ISSUER YES FOR FOR
PROPOSAL #1.11: ELECT DIRECTOR RONALD L. OLSON ISSUER YES FOR FOR
PROPOSAL #1.12: ELECT DIRECTOR WALTER SCOTT, JR. ISSUER YES FOR FOR
PROPOSAL #2: ADOPT POLICY ON SUCCESSION PLANNING SHAREHOLDER YES AGAINST FOR
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ISSUER: BorgWarner Inc.
TICKER: BWA CUSIP: 099724106
MEETING DATE: 4/25/2012 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: ELECT DIRECTOR PHYLLIS O. BONANNO ISSUER YES FOR FOR
PROPOSAL #2: ELECT DIRECTOR ALEXIS P. MICHAS ISSUER YES FOR FOR
PROPOSAL #3: ELECT DIRECTOR RICHARD O. SCHAUM ISSUER YES FOR FOR
PROPOSAL #4: ELECT DIRECTOR THOMAS T. STALLKAMP ISSUER YES FOR FOR
PROPOSAL #5: RATIFY AUDITORS ISSUER YES FOR FOR
PROPOSAL #6: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #7: ADOPT MAJORITY VOTING FOR UNCONTESTED ISSUER YES FOR FOR
ELECTION OF DIRECTORS
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ISSUER: Bristol-Myers Squibb Company
TICKER: BMY CUSIP: 110122108
MEETING DATE: 5/1/2012 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: ELECT DIRECTOR LAMBERTO ANDREOTTI ISSUER YES FOR FOR
PROPOSAL #2: ELECT DIRECTOR LEWIS B. CAMPBELL ISSUER YES FOR FOR
PROPOSAL #3: ELECT DIRECTOR JAMES M. CORNELIUS ISSUER YES FOR FOR
PROPOSAL #4: ELECT DIRECTOR LOUIS J. FREEH ISSUER YES FOR FOR
PROPOSAL #5: ELECT DIRECTOR LAURIE H. GLIMCHER ISSUER YES FOR FOR
PROPOSAL #6: ELECT DIRECTOR MICHAEL GROBSTEIN ISSUER YES FOR FOR
PROPOSAL #7: ELECT DIRECTOR ALAN J. LACY ISSUER YES FOR FOR
PROPOSAL #8: ELECT DIRECTOR VICKI L. SATO ISSUER YES FOR FOR
PROPOSAL #9: ELECT DIRECTOR ELLIOTT SIGAL ISSUER YES FOR FOR
PROPOSAL #10: ELECT DIRECTOR GERALD L. STORCH ISSUER YES FOR FOR
PROPOSAL #11: ELECT DIRECTOR TOGO D. WEST, JR. ISSUER YES FOR FOR
PROPOSAL #12: ELECT DIRECTOR R. SANDERS WILLIAMS ISSUER YES FOR FOR
PROPOSAL #13: RATIFY AUDITORS ISSUER YES FOR FOR
PROPOSAL #14: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #15: APPROVE OMNIBUS STOCK PLAN ISSUER YES FOR FOR
PROPOSAL #16: PROVIDE FOR CUMULATIVE VOTING SHAREHOLDER YES AGAINST FOR
PROPOSAL #17: REPORT ON RESEARCH ANIMAL CARE AND SHAREHOLDER YES ABSTAIN AGAINST
PROMOTION OF TESTING ALTERNATIVES
PROPOSAL #18: PROVIDE RIGHT TO ACT BY WRITTEN CONSENT SHAREHOLDER YES AGAINST FOR
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ISSUER: CarMax, Inc.
TICKER: KMX CUSIP: 143130102
MEETING DATE: 6/25/2012 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR JEFFREY E. GARTEN ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR VIVIAN M. STEPHENSON ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR BETH A. STEWART ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR WILLIAM R. TIEFEL ISSUER YES FOR FOR
PROPOSAL #2: RATIFY AUDITORS ISSUER YES FOR FOR
PROPOSAL #3: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #4: AMEND OMNIBUS STOCK PLAN ISSUER YES FOR FOR
PROPOSAL #5: AMEND EXECUTIVE INCENTIVE BONUS PLAN ISSUER YES FOR FOR
PROPOSAL #6: DECLASSIFY THE BOARD OF DIRECTORS SHAREHOLDER YES FOR AGAINST
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ISSUER: Celgene Corporation
TICKER: CELG CUSIP: 151020104
MEETING DATE: 6/13/2012 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR ROBERT J. HUGIN ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR RICHARD W. BARKER ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR MICHAEL D. CASEY ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR CARRIE S. COX ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT DIRECTOR RODMAN L. DRAKE ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT DIRECTOR MICHAEL A. FRIEDMAN ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT DIRECTOR GILLA KAPLAN ISSUER YES FOR FOR
PROPOSAL #1.8: ELECT DIRECTOR JAMES J. LOUGHLIN ISSUER YES FOR FOR
PROPOSAL #1.9: ELECT DIRECTOR ERNEST MARIO ISSUER YES FOR FOR
PROPOSAL #2: RATIFY AUDITORS ISSUER YES FOR FOR
PROPOSAL #3: AMEND OMNIBUS STOCK PLAN ISSUER YES FOR FOR
PROPOSAL #4: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #5: AMEND ARTICLES/BYLAWS/CHARTER -- CALL SHAREHOLDER YES AGAINST FOR
SPECIAL MEETINGS
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ISSUER: Cenovus Energy Inc.
TICKER: CVE CUSIP: 15135U109
MEETING DATE: 4/25/2012 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR RALPH S. CUNNINGHAM ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR PATRICK D. DANIEL ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR IAN W. DELANEY ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR BRIAN C. FERGUSON ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT DIRECTOR MICHAEL A. GRANDIN ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT DIRECTOR VALERIE A.A. NIELSEN ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT DIRECTOR CHARLES M. RAMPACEK ISSUER YES FOR FOR
PROPOSAL #1.8: ELECT DIRECTOR COLIN TAYLOR ISSUER YES FOR FOR
PROPOSAL #1.9: ELECT DIRECTOR WAYNE G. THOMSON ISSUER YES FOR FOR
PROPOSAL #2: RATIFY PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR FOR
AUDITORS
PROPOSAL #3: APPROVE SHAREHOLDER RIGHTS PLAN ISSUER YES FOR FOR
PROPOSAL #4: ADVISORY VOTE ON EXECUTIVE COMPENSATION ISSUER YES FOR FOR
APPROACH
PROPOSAL #5: FREQUENCY OF ADVISORY VOTE ON EXECUTIVE SHAREHOLDER YES FOR AGAINST
COMPENSATION
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ISSUER: Coach, Inc.
TICKER: COH CUSIP: 189754104
MEETING DATE: 11/3/2011 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR LEW FRANKFORT ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR SUSAN KROPF ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR GARY LOVEMAN ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR IVAN MENEZES ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT DIRECTOR IRENE MILLER ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT DIRECTOR MICHAEL MURPHY ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT DIRECTOR JIDE ZEITLIN ISSUER YES FOR FOR
PROPOSAL #2: RATIFY AUDITORS ISSUER YES FOR FOR
PROPOSAL #3: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #4: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR FOR
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ISSUER: Colgate-Palmolive Company
TICKER: CL CUSIP: 194162103
MEETING DATE: 5/11/2012 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: ELECT DIRECTOR NIKESH ARORA ISSUER YES FOR FOR
PROPOSAL #2: ELECT DIRECTOR JOHN T. CAHILL ISSUER YES FOR FOR
PROPOSAL #3: ELECT DIRECTOR IAN COOK ISSUER YES FOR FOR
PROPOSAL #4: ELECT DIRECTOR HELENE D. GAYLE �� ISSUER YES FOR FOR
PROPOSAL #5: ELECT DIRECTOR ELLEN M. HANCOCK ISSUER YES FOR FOR
PROPOSAL #6: ELECT DIRECTOR JOSEPH JIMENEZ ISSUER YES FOR FOR
PROPOSAL #7: ELECT DIRECTOR RICHARD J. KOGAN ISSUER YES FOR FOR
PROPOSAL #8: ELECT DIRECTOR DELANO E. LEWIS ISSUER YES FOR FOR
PROPOSAL #9: ELECT DIRECTOR J. PEDRO REINHARD ISSUER YES FOR FOR
PROPOSAL #10: ELECT DIRECTOR STEPHEN I. SADOVE ISSUER YES FOR FOR
PROPOSAL #11: RATIFY AUDITORS ISSUER YES FOR FOR
PROPOSAL #12: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #13: REQUIRE INDEPENDENT BOARD CHAIRMAN SHAREHOLDER YES AGAINST FOR
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ISSUER: Concho Resources Inc.
TICKER: CXO CUSIP: 20605P101
MEETING DATE: 6/7/2012 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR STEVEN L. BEAL ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR TUCKER S. BRIDWELL ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR MARK B. PUCKETT ISSUER YES FOR FOR
PROPOSAL #2: RATIFY AUDITORS ISSUER YES FOR FOR
PROPOSAL #3: AMEND OMNIBUS STOCK PLAN ISSUER YES FOR FOR
PROPOSAL #4: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Costco Wholesale Corporation
TICKER: COST CUSIP: 22160K105
MEETING DATE: 1/26/2012 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR JAMES D. SINEGAL ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR JEFFREY H. BROTMAN ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR RICHARD A. GALANTI ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR DANIEL J. EVANS ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT DIRECTOR JEFFREY S. RAIKES ISSUER YES FOR FOR
PROPOSAL #2: RATIFY AUDITORS ISSUER YES FOR FOR
PROPOSAL #3: AMEND OMNIBUS STOCK PLAN ISSUER YES FOR FOR
PROPOSAL #4: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Danaher Corporation
TICKER: DHR CUSIP: 235851102
MEETING DATE: 5/8/2012 FOR/AGAINST
PROPOSAL: �� PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: ELECT DIRECTOR MORTIMER M. CAPLIN ISSUER YES FOR FOR
PROPOSAL #2: ELECT DIRECTOR DONALD J. EHRLICH ISSUER YES FOR FOR
PROPOSAL #3: ELECT DIRECTOR LINDA P. HEFNER ISSUER YES FOR FOR
PROPOSAL #4: ELECT DIRECTOR TERI LIST-STOLL ISSUER YES FOR FOR
PROPOSAL #5: ELECT DIRECTOR WALTER G. LOHR, JR. ISSUER YES FOR FOR
PROPOSAL #6: RATIFY AUDITORS ISSUER YES FOR FOR
PROPOSAL #7: INCREASE AUTHORIZED COMMON STOCK ISSUER YES AGAINST AGAINST
PROPOSAL #8: AMEND EXECUTIVE INCENTIVE BONUS PLAN ISSUER YES FOR FOR
PROPOSAL #9: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: eBay Inc.
TICKER: EBAY CUSIP: 278642103
MEETING DATE: 4/26/2012 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: ELECT DIRECTOR MARC L. ANDREESSEN ISSUER YES FOR FOR
PROPOSAL #2: ELECT DIRECTOR WILLIAM C. FORD, JR. ISSUER YES FOR FOR
PROPOSAL #3: ELECT DIRECTOR DAWN G. LEPORE ISSUER YES FOR FOR
PROPOSAL #4: ELECT DIRECTOR KATHLEEN C. MITIC ISSUER YES FOR FOR
PROPOSAL #5: ELECT DIRECTOR PIERRE M. OMIDYAR ISSUER YES FOR FOR
PROPOSAL #6: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #7: AMEND OMNIBUS STOCK PLAN ISSUER YES FOR FOR
PROPOSAL #8: APPROVE QUALIFIED EMPLOYEE STOCK ISSUER YES FOR FOR
PURCHASE PLAN
PROPOSAL #9: DECLASSIFY THE BOARD OF DIRECTORS ISSUER YES FOR FOR
PROPOSAL #10: PROVIDE RIGHT TO CALL SPECIAL MEETING ISSUER YES FOR FOR
PROPOSAL #11: RATIFY AUDITORS ISSUER YES FOR FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: EMC Corporation
TICKER: EMC CUSIP: 268648102
MEETING DATE: 5/1/2012 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: ELECT DIRECTOR MICHAEL W. BROWN ISSUER YES FOR FOR
PROPOSAL #2: ELECT DIRECTOR RANDOLPH L. COWEN ISSUER YES FOR FOR
PROPOSAL #3: ELECT DIRECTOR GAIL DEEGAN ISSUER YES FOR FOR
PROPOSAL #4: ELECT DIRECTOR JAMES S. DISTASIO ISSUER YES FOR FOR
PROPOSAL #5: ELECT DIRECTOR JOHN R. EGAN ISSUER YES FOR FOR
PROPOSAL #6: ELECT DIRECTOR EDMUND F. KELLY ISSUER YES FOR FOR
PROPOSAL #7: ELECT DIRECTOR WINDLE B. PRIEM ISSUER YES FOR FOR
PROPOSAL #8: ELECT DIRECTOR PAUL SAGAN ISSUER YES FOR FOR
PROPOSAL #9: ELECT DIRECTOR DAVID N. STROHM ISSUER YES FOR FOR
PROPOSAL #10: ELECT DIRECTOR JOSEPH M. TUCCI ISSUER YES FOR FOR
PROPOSAL #11: RATIFY AUDITORS ISSUER YES FOR FOR
PROPOSAL #12: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: EOG Resources, Inc.
TICKER: EOG CUSIP: 26875P101
MEETING DATE: 5/2/2012 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: ELECT DIRECTOR GEORGE A. ALCORN ISSUER YES FOR FOR
PROPOSAL #2: ELECT DIRECTOR CHARLES R. CRISP ISSUER YES FOR FOR
PROPOSAL #3: ELECT DIRECTOR JAMES C. DAY ISSUER YES FOR FOR
PROPOSAL #4: ELECT DIRECTOR MARK G. PAPA ISSUER YES FOR FOR
PROPOSAL #5: ELECT DIRECTOR H. LEIGHTON STEWARD ISSUER YES FOR FOR
PROPOSAL #6: ELECT DIRECTOR DONALD F. TEXTOR ISSUER YES FOR FOR
PROPOSAL #7: ELECT DIRECTOR FRANK G. WISNER ISSUER YES FOR FOR
PROPOSAL #8: RATIFY AUDITORS ISSUER YES FOR FOR
PROPOSAL #9: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #10: PRO-RATA VESTING OF EQUITY AWARDS SHAREHOLDER YES AGAINST FOR
PROPOSAL #11: ADOPT RETENTION RATIO FOR EXECUTIVES SHAREHOLDER YES AGAINST FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: EXPRESS SCRIPTS HOLDING COMPANY
TICKER: ESRX CUSIP: 30219G108
MEETING DATE: 5/30/2012 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: ELECT DIRECTOR GARY G. BENANAV ISSUER YES FOR FOR
PROPOSAL #2: ELECT DIRECTOR MAURA C. BREEN ISSUER YES FOR FOR
PROPOSAL #3: ELECT DIRECTOR WILLIAM J. DELANEY ISSUER YES FOR FOR
PROPOSAL #4: ELECT DIRECTOR NICHOLAS J. LAHOWCHIC ISSUER YES FOR FOR
PROPOSAL #5: ELECT DIRECTOR THOMAS P. MAC MAHON ISSUER YES FOR FOR
PROPOSAL #6: ELECT DIRECTOR FRANK MERGENTHALER ISSUER YES FOR FOR
PROPOSAL #7: ELECT DIRECTOR WOODROW A. MYERS, JR. ISSUER YES FOR FOR
PROPOSAL #8: ELECT DIRECTOR JOHN O. PARKER, JR. ISSUER YES FOR FOR
PROPOSAL #9: ELECTION OF DIRECTOR: GEORGE PAZ ISSUER YES FOR FOR
PROPOSAL #10: ELECTION OF DIRECTOR: MYRTLE S. POTTER ISSUER YES FOR FOR
PROPOSAL #11: ELECT DIRECTOR WILLIAM L. ROPER ISSUER YES FOR FOR
PROPOSAL #12: ELECT DIRECTOR SAMUEL K. SKINNER ISSUER YES FOR FOR
PROPOSAL #13: ELECT DIRECTOR SEYMOUR STERNBERG ISSUER YES FOR FOR
PROPOSAL #14: RATIFY AUDITORS ISSUER YES FOR FOR
PROPOSAL #15: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #16: REPORT ON POLITICAL CONTRIBUTIONS SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #17: PROVIDE RIGHT TO ACT BY WRITTEN CONSENT SHAREHOLDER YES AGAINST FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Express Scripts, Inc.
TICKER: ESRX CUSIP: 302182100
MEETING DATE: 12/21/2011 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE MERGER AGREEMENT ISSUER YES FOR FOR
PROPOSAL #2: ADJOURN MEETING ISSUER YES FOR FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Exxon Mobil Corporation
TICKER: XOM CUSIP: 30231G102
MEETING DATE: 5/30/2012 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR M.J. BOSKIN ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR P. BRABECK-LETMATHE ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR L.R. FAULKNER ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR J.S. FISHMAN ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT DIRECTOR H.H. FORE ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT DIRECTOR K.C. FRAZIER ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT DIRECTOR W.W. GEORGE ISSUER YES FOR FOR
PROPOSAL #1.8: ELECT DIRECTOR S.J. PALMISANO ISSUER YES FOR FOR
PROPOSAL #1.9: ELECT DIRECTOR S.S. REINEMUND ISSUER YES FOR FOR
PROPOSAL #1.10: ELECT DIRECTOR R.W. TILLERSON ISSUER YES FOR FOR
PROPOSAL #1.11: ELECT DIRECTOR E.E. WHITACRE, JR. ISSUER YES FOR FOR
PROPOSAL #2: RATIFY AUDITORS ISSUER YES FOR FOR
PROPOSAL #3: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #4: REQUIRE INDEPENDENT BOARD CHAIRMAN SHAREHOLDER YES AGAINST FOR
PROPOSAL #5: REQUIRE A MAJORITY VOTE FOR THE ELECTION SHAREHOLDER YES AGAINST FOR
OF DIRECTORS
PROPOSAL #6: REPORT ON POLITICAL CONTRIBUTIONS SHAREHOLDER YES AGAINST FOR
PROPOSAL #7: AMEND EEO POLICY TO PROHIBIT SHAREHOLDER YES AGAINST FOR
DISCRIMINATION BASED ON SEXUAL ORIENTATION AND GENDER
IDENTITY
PROPOSAL #8: REPORT ON HYDRAULIC FRACTURING RISKS TO SHAREHOLDER YES AGAINST FOR
COMPANY
PROPOSAL #9: ADOPT QUANTITATIVE GHG GOALS FOR SHAREHOLDER YES AGAINST FOR
PRODUCTS AND OPERATIONS
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: F5 Networks, Inc.
TICKER: FFIV CUSIP: 315616102
MEETING DATE: 3/15/2012 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: ELECT DIRECTOR JONATHAN CHADWICK ISSUER YES FOR FOR
PROPOSAL #2: RATIFY AUDITORS ISSUER YES FOR FOR
PROPOSAL #3: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #4: DECLASSIFY THE BOARD OF DIRECTORS SHAREHOLDER YES FOR AGAINST
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: First Republic Bank
TICKER: FRC CUSIP: 33616C100
MEETING DATE: 5/15/2012 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR JAMES H. HERBERT, II ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR K. AUGUST-DEWILDE ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR THOMAS J. BARRACK, JR. ISSUER YES WITHHOLD AGAINST
PROPOSAL #1.4: ELECT DIRECTOR F.J. FAHRENKOPF, JR. ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT DIRECTOR WILLIAM E. FORD ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT DIRECTOR L. MARTIN GIBBS ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT DIRECTOR SANDRA R. HERNANDEZ ISSUER YES FOR FOR
PROPOSAL #1.8: ELECT DIRECTOR PAMELA J. JOYNER ISSUER YES FOR FOR
PROPOSAL #1.9: ELECT DIRECTOR JODY S. LINDELL ISSUER YES FOR FOR
PROPOSAL #1.10: ELECT DIRECTOR GEORGE G.C. PARKER ISSUER YES FOR FOR
PROPOSAL #2: APPROVE EXECUTIVE INCENTIVE BONUS PLAN ISSUER YES FOR FOR
PROPOSAL #3: AMEND OMNIBUS STOCK PLAN ISSUER YES FOR FOR
PROPOSAL #4: RATIFY AUDITORS ISSUER YES FOR FOR
PROPOSAL #5: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Google Inc.
TICKER: GOOG CUSIP: 38259P508
MEETING DATE: 6/21/2012 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR LARRY PAGE ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR SERGEY BRIN ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR ERIC E. SCHMIDT ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR L. JOHN DOERR ISSUER YES WITHHOLD AGAINST
PROPOSAL #1.5: ELECT DIRECTOR DIANE B. GREENE ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT DIRECTOR JOHN L. HENNESSY ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT DIRECTOR ANN MATHER ISSUER YES FOR FOR
PROPOSAL #1.8: ELECT DIRECTOR PAUL S. OTELLINI ISSUER YES WITHHOLD AGAINST
PROPOSAL #1.9: ELECT DIRECTOR K. RAM SHRIRAM ISSUER YES FOR FOR
PROPOSAL #1.10: ELECT DIRECTOR SHIRLEY M. TILGHMAN ISSUER YES FOR FOR
PROPOSAL #2: RATIFY AUDITORS ISSUER YES FOR FOR
PROPOSAL #3: AUTHORIZE A NEW CLASS OF COMMON STOCK ISSUER YES AGAINST AGAINST
PROPOSAL #4: INCREASE AUTHORIZED COMMON STOCK ISSUER YES AGAINST AGAINST
PROPOSAL #5: AMEND CHARTER TO PROVIDE FOR CLASS A ISSUER YES FOR FOR
COMMON HOLDERS TO RECEIVE EQUAL CONSIDERATION AS
CLASS B COMMON HOLDERS IN EVENT OF ANY MERGER,
CONSOLIDATION OR BUSINESS COMBINATION
PROPOSAL #6: APPROVE OMNIBUS STOCK PLAN ISSUER YES AGAINST AGAINST
PROPOSAL #7: APPROVE OMNIBUS STOCK PLAN ISSUER YES AGAINST AGAINST
PROPOSAL #8: ADOPT PROXY STATEMENT REPORTING ON SHAREHOLDER YES ABSTAIN AGAINST
POLITICAL CONTRIBUTIONS AND ADVISORY VOTE
PROPOSAL #9: AMEND ARTICLES REGARDING ARBITRATION OF SHAREHOLDER YES AGAINST FOR
SHAREHOLDER LAWSUITS
PROPOSAL #10: APPROVE RECAPITALIZATION PLAN FOR ALL SHAREHOLDER YES FOR AGAINST
STOCK TO HAVE ONE-VOTE PER SHARE
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Harley-Davidson, Inc.
TICKER: HOG CUSIP: 412822108
MEETING DATE: 4/28/2012 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR BARRY K. ALLEN ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR R. JOHN ANDERSON ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR RICHARD I. BEATTIE ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR MARTHA F. BROOKS ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT DIRECTOR GEORGE H. CONRADES ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT DIRECTOR DONALD A. JAMES ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT DIRECTOR SARA L. LEVINSON ISSUER YES FOR FOR
PROPOSAL #1.8: ELECT DIRECTOR N. THOMAS LINEBARGER ISSUER YES FOR FOR
PROPOSAL #1.9: ELECT DIRECTOR GEORGE L. MILES, JR. ISSUER YES FOR FOR
PROPOSAL #1.10: ELECT DIRECTOR JAMES A. NORLING ISSUER YES FOR FOR
PROPOSAL #1.11: ELECT DIRECTOR KEITH E. WANDELL ISSUER YES FOR FOR
PROPOSAL #1.12: ELECT DIRECTOR JOCHEN ZEITZ ISSUER YES FOR FOR
PROPOSAL #2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #3: RATIFY AUDITORS ISSUER YES FOR FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: IDEXX Laboratories, Inc.
TICKER: IDXX CUSIP: 45168D104
MEETING DATE: 5/9/2012 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR WILLIAM T. END ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR BARRY C. JOHNSON ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR BRIAN P. MCKEON ISSUER YES FOR FOR
PROPOSAL #2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #3: RATIFY AUDITORS ISSUER YES FOR FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: International Business Machines Corporation
TICKER: IBM CUSIP: 459200101
MEETING DATE: 4/24/2012 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: ELECT DIRECTOR ALAIN J.P. BELDA ISSUER YES FOR FOR
PROPOSAL #2: ELECT DIRECTOR WILLIAM R. BRODY ISSUER YES FOR FOR
PROPOSAL #3: ELECT DIRECTOR KENNETH I. CHENAULT ISSUER YES FOR FOR
PROPOSAL #4: ELECT DIRECTOR MICHAEL L. ESKEW ISSUER YES FOR FOR
PROPOSAL #5: ELECT DIRECTOR DAVID N. FARR ISSUER YES FOR FOR
PROPOSAL #6: ELECT DIRECTOR SHIRLEY ANN JACKSON ISSUER YES FOR FOR
PROPOSAL #7: ELECT DIRECTOR ANDREW N. LIVERIS ISSUER YES FOR FOR
PROPOSAL #8: ELECT DIRECTOR W. JAMES MCNERNEY, JR. ISSUER YES FOR FOR
PROPOSAL #9: ELECT DIRECTOR JAMES W. OWENS ISSUER YES FOR FOR
PROPOSAL #10: ELECT DIRECTOR SAMUEL J. PALMISANO ISSUER YES FOR FOR
PROPOSAL #11: ELECT DIRECTOR VIRGINIA M. ROMETTY ISSUER YES FOR FOR
PROPOSAL #12: ELECT DIRECTOR JOAN E. SPERO ISSUER YES FOR FOR
PROPOSAL #13: ELECT DIRECTOR SIDNEY TAUREL ISSUER YES FOR FOR
PROPOSAL #14: ELECT DIRECTOR LORENZO H. ZAMBRANO ISSUER YES FOR FOR
PROPOSAL #15: RATIFY AUDITORS ISSUER YES FOR FOR
PROPOSAL #16: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #17: PROVIDE FOR CUMULATIVE VOTING SHAREHOLDER YES AGAINST FOR
PROPOSAL #18: REPORT ON POLITICAL CONTRIBUTIONS SHAREHOLDER YES AGAINST FOR
PROPOSAL #19: REPORT ON LOBBYING EXPENSES SHAREHOLDER YES AGAINST FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Intuitive Surgical, Inc.
TICKER: ISRG CUSIP: 46120E602
MEETING DATE: 4/19/2012 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: ELECT DIRECTOR GARY S. GUTHART ISSUER YES FOR FOR
PROPOSAL #2: ELECT DIRECTOR MARK J. RUBASH ISSUER YES FOR FOR
PROPOSAL #3: ELECT DIRECTOR LONNIE M. SMITH ISSUER YES FOR FOR
PROPOSAL #4: AMEND STOCK OPTION PLAN ISSUER YES FOR FOR
PROPOSAL #5: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #6: DECLASSIFY THE BOARD OF DIRECTORS ISSUER YES FOR FOR
PROPOSAL #7: RATIFY AUDITORS ISSUER YES FOR FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Johnson Controls, Inc.
TICKER: JCI CUSIP: 478366107
MEETING DATE: 1/25/2012 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR DENNIS W. ARCHER ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR MARK P. VERGNANO ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR RICHARD GOODMAN ISSUER YES FOR FOR
PROPOSAL #2: RATIFY AUDITORS ISSUER YES FOR FOR
PROPOSAL #3: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES AGAINST AGAINST
OFFICERS' COMPENSATION
PROPOSAL #4: DECLASSIFY THE BOARD OF DIRECTORS SHAREHOLDER YES FOR AGAINST
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Life Technologies Corporation
TICKER: LIFE CUSIP: 53217V109
MEETING DATE: 4/26/2012 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: ELECT DIRECTOR DONALD W. GRIMM ISSUER YES FOR FOR
PROPOSAL #2: ELECT DIRECTOR ORA H. PESCOVITZ ISSUER YES FOR FOR
PROPOSAL #3: ELECT DIRECTOR PER A. PETERSON ISSUER YES FOR FOR
PROPOSAL #4: RATIFY AUDITORS ISSUER YES FOR FOR
PROPOSAL #5: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Linear Technology Corporation
TICKER: LLTC CUSIP: 535678106
MEETING DATE: 11/2/2011 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR ROBERT H. SWANSON, JR. ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR LOTHAR MAIER ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR ARTHUR C. AGNOS ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR JOHN J. GORDON ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT DIRECTOR DAVID S. LEE ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT DIRECTOR RICHARD M. MOLEY ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT DIRECTOR THOMAS S. VOLPE ISSUER YES FOR FOR
PROPOSAL #2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #3: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR AGAINST
PROPOSAL #4: RATIFY AUDITORS ISSUER YES FOR FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: LinkedIn Corporation
TICKER: LNKD CUSIP: 53578A108
MEETING DATE: 6/14/2012 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR LESLIE KILGORE ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR JEFFREY WEINER ISSUER YES FOR FOR
PROPOSAL #2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #3: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR AGAINST
PROPOSAL #4: RATIFY AUDITORS ISSUER YES FOR FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: lululemon athletica inc.
TICKER: LULU CUSIP: 550021109
MEETING DATE: 6/6/2012 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR CHRISTINE M. DAY ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR MARTHA A.M. (MARTI) ISSUER YES FOR FOR
MORFITT
PROPOSAL #1.3: ELECT DIRECTOR RHODA M. PITCHER ISSUER YES WITHHOLD AGAINST
PROPOSAL #1.4: ELECT DIRECTOR EMILY WHITE ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT DIRECTOR JERRY STRITZKE ISSUER YES FOR FOR
PROPOSAL #2: AMEND OMNIBUS STOCK PLAN ISSUER YES AGAINST AGAINST
PROPOSAL #3: RATIFY AUDITORS ISSUER YES FOR FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: M&T Bank Corporation
TICKER: MTB CUSIP: 55261F104
MEETING DATE: 4/17/2012 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR BRENT D. BAIRD ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR C. ANGELA BONTEMPO ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR ROBERT T. BRADY ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR T. JEFFERSON ISSUER YES FOR FOR
CUNNINGHAM, III
PROPOSAL #1.5: ELECT DIRECTOR MARK J. CZARNECKI ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT DIRECTOR GARY N. GEISEL ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT DIRECTOR PATRICK W.E. HODGSON ISSUER YES FOR FOR
PROPOSAL #1.8: ELECT DIRECTOR RICHARD G. KING ISSUER YES FOR FOR
PROPOSAL #1.9: ELECT DIRECTOR JORGE G. PEREIRA ISSUER YES FOR FOR
PROPOSAL #1.10: ELECT DIRECTOR MICHAEL P. PINTO ISSUER YES FOR FOR
PROPOSAL #1.11: ELECT DIRECTOR MELINDA R. RICH ISSUER YES FOR FOR
PROPOSAL #1.12: ELECT DIRECTOR ROBERT E. SADLER, JR. ISSUER YES FOR FOR
PROPOSAL #1.13: ELECT DIRECTOR HERBERT L. WASHINGTON ISSUER YES FOR FOR
PROPOSAL #1.14: ELECT DIRECTOR ROBERT G. WILMERS ISSUER YES FOR FOR
PROPOSAL #2: ADVISORY VOTE ON EXECUTIVE COMPENSATION ISSUER YES FOR FOR
PROPOSAL #3: RATIFY AUDITORS ISSUER YES FOR FOR
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ISSUER: Markel Corporation
TICKER: MKL CUSIP: 570535104
MEETING DATE: 5/14/2012 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: ELECT DIRECTOR J. ALFRED BROADDUS, JR. ISSUER YES FOR FOR
PROPOSAL #2: ELECT DIRECTOR DOUGLAS C. EBY ISSUER YES FOR FOR
PROPOSAL #3: ELECT DIRECTOR STEWART M. KASEN ISSUER YES FOR FOR
PROPOSAL #4: ELECT DIRECTOR ALAN I. KIRSHNER ISSUER YES FOR FOR
PROPOSAL #5: ELECT DIRECTOR LEMUEL E. LEWIS ISSUER YES FOR FOR
PROPOSAL #6: ELECT DIRECTOR DARRELL D. MARTIN ISSUER YES FOR FOR
PROPOSAL #7: ELECT DIRECTOR ANTHONY F. MARKEL ISSUER YES FOR FOR
PROPOSAL #8: ELECT DIRECTOR STEVEN A. MARKEL ISSUER YES FOR FOR
PROPOSAL #9: ELECT DIRECTOR JAY M. WEINBERG ISSUER YES FOR FOR
PROPOSAL #10: ELECT DIRECTOR DEBORA J. WILSON ISSUER YES FOR FOR
PROPOSAL #11: RATIFY AUDITORS ISSUER YES FOR FOR
PROPOSAL #12: APPROVE RESTRICTED STOCK PLAN ISSUER YES FOR FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: McDonald's Corporation
TICKER: MCD CUSIP: 580135101
MEETING DATE: 5/24/2012 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: ELECT DIRECTOR ROBERT A. ECKERT ISSUER YES FOR FOR
PROPOSAL #2: ELECT DIRECTOR ENRIQUE HERNANDEZ, JR. ISSUER YES FOR FOR
PROPOSAL #3: ELECT DIRECTOR JEANNE P. JACKSON ISSUER YES FOR FOR
PROPOSAL #4: ELECT DIRECTOR ANDREW J. MCKENNA ISSUER YES FOR FOR
PROPOSAL #5: ELECT DIRECTOR DONALD THOMPSON ISSUER YES FOR FOR
PROPOSAL #6: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #7: APPROVE OMNIBUS STOCK PLAN ISSUER YES FOR FOR
PROPOSAL #8: DECLASSIFY THE BOARD OF DIRECTORS ISSUER YES FOR FOR
PROPOSAL #9: PROVIDE RIGHT TO CALL SPECIAL MEETING ISSUER YES FOR FOR
PROPOSAL #10: RATIFY AUDITORS ISSUER YES FOR FOR
PROPOSAL #11: REPORT ON POLICY RESPONSES TO SHAREHOLDER YES ABSTAIN AGAINST
CHILDREN'S HEALTH CONCERNS AND FAST FOOD
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Mead Johnson Nutrition Company
TICKER: MJN CUSIP: 582839106
MEETING DATE: 5/4/2012 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: ELECT DIRECTOR STEPHEN W. GOLSBY ISSUER YES FOR FOR
PROPOSAL #2: ELECT DIRECTOR STEVEN M. ALTSCHULER ISSUER YES FOR FOR
PROPOSAL #3: ELECT DIRECTOR HOWARD B. BERNICK ISSUER YES FOR FOR
PROPOSAL #4: ELECT DIRECTOR KIMBERLY A. CASIANO ISSUER YES FOR FOR
PROPOSAL #5: ELECT DIRECTOR ANNA C. CATALANO ISSUER YES FOR FOR
PROPOSAL #6: ELECT DIRECTOR CELESTE A. CLARK ISSUER YES FOR FOR
PROPOSAL #7: ELECT DIRECTOR JAMES M. CORNELIUS ISSUER YES FOR FOR
PROPOSAL #8: ELECT DIRECTOR PETER G. RATCLIFFE ISSUER YES FOR FOR
PROPOSAL #9: ELECT DIRECTOR ELLIOTT SIGAL ISSUER YES FOR FOR
PROPOSAL #10: ELECT DIRECTOR ROBERT S. SINGER ISSUER YES FOR FOR
PROPOSAL #11: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #12: RATIFY AUDITORS ISSUER YES FOR FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Monsanto Company
TICKER: MON CUSIP: 61166W101
MEETING DATE: 1/24/2012 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: ELECT DIRECTORS JANICE L. FIELDS ISSUER YES FOR FOR
PROPOSAL #2: ELECT DIRECTORS HUGH GRANT ISSUER YES FOR FOR
PROPOSAL #3: ELECT DIRECTORS C. STEVEN MCMILLAN ISSUER YES FOR FOR
PROPOSAL #4: ELECT DIRECTORS ROBERT J. STEVENS ISSUER YES FOR FOR
PROPOSAL #5: RATIFY AUDITORS ISSUER YES FOR FOR
PROPOSAL #6: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #7: AMEND OMNIBUS STOCK PLAN ISSUER YES FOR FOR
PROPOSAL #8: REPORT ON RISK OF GENETICALLY ENGINEERED SHAREHOLDER YES AGAINST FOR
PRODUCTS
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: National Oilwell Varco, Inc.
TICKER: NOV CUSIP: 637071101
MEETING DATE: 5/16/2012 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: ELECT DIRECTOR MERRILL A. MILLER, JR. ISSUER YES FOR FOR
PROPOSAL #2: ELECT DIRECTOR GREG L. ARMSTRONG ISSUER YES FOR FOR
PROPOSAL #3: ELECT DIRECTOR DAVID D. HARRISON ISSUER YES FOR FOR
PROPOSAL #4: RATIFY AUDITORS ISSUER YES FOR FOR
PROPOSAL #5: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #6: REPORT ON POLITICAL CONTRIBUTIONS SHAREHOLDER YES ABSTAIN AGAINST
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: NetApp, Inc.
TICKER: NTAP CUSIP: 64110D104
MEETING DATE: 8/31/2011 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR DANIEL J. WARMENHOVEN ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR NICHOLAS G. MOORE ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR THOMAS GEORGENS ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR JEFFRY R. ALLEN ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT DIRECTOR ALLAN L. EARHART ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT DIRECTOR GERALD HELD ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT DIRECTOR T. MICHAEL NEVENS ISSUER YES FOR FOR
PROPOSAL #1.8: ELECT DIRECTOR GEORGE T. SHAHEEN ISSUER YES FOR FOR
PROPOSAL #1.9: ELECT DIRECTOR ROBERT T. WALL ISSUER YES FOR FOR
PROPOSAL #1.10: ELECT DIRECTOR RICHARD P. WALLACE ISSUER YES FOR FOR
PROPOSAL #2: AMEND OMNIBUS STOCK PLAN ISSUER YES FOR FOR
PROPOSAL #3: AMEND QUALIFIED EMPLOYEE STOCK PURCHASE ISSUER YES FOR FOR
PLAN
PROPOSAL #4: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #5: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR FOR
PROPOSAL #6: RATIFY AUDITORS ISSUER YES FOR FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: NIKE, Inc.
TICKER: NKE CUSIP: 654106103
MEETING DATE: 9/19/2011 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR ALAN B. GRAF, JR. ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR JOHN C. LECHLEITER ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR PHYLLIS M. WISE ISSUER YES WITHHOLD AGAINST
PROPOSAL #2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #3: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR FOR
PROPOSAL #4: RATIFY AUDITORS ISSUER YES FOR FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Noble Energy, Inc.
TICKER: NBL CUSIP: 655044105
MEETING DATE: 4/24/2012 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: ELECT DIRECTOR JEFFREY L. BERENSON ISSUER YES FOR FOR
PROPOSAL #2: ELECT DIRECTOR MICHAEL A. CAWLEY ISSUER YES FOR FOR
PROPOSAL #3: ELECT DIRECTOR EDWARD F. COX ISSUER YES FOR FOR
PROPOSAL #4: ELECT DIRECTOR CHARLES D. DAVIDSON ISSUER YES FOR FOR
PROPOSAL #5: ELECT DIRECTOR THOMAS J. EDELMAN ISSUER YES FOR FOR
PROPOSAL #6: ELECT DIRECTOR ERIC P. GRUBMAN ISSUER YES FOR FOR
PROPOSAL #7: ELECT DIRECTOR KIRBY L. HEDRICK ISSUER YES FOR FOR
PROPOSAL #8: ELECT DIRECTOR SCOTT D. URBAN ISSUER YES FOR FOR
PROPOSAL #9: ELECT DIRECTOR WILLIAM T. VAN KLEEF ISSUER YES FOR FOR
PROPOSAL #10: RATIFY AUDITORS ISSUER YES FOR FOR
PROPOSAL #11: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #12: INCREASE AUTHORIZED COMMON STOCK ISSUER YES AGAINST AGAINST
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Omnicom Group Inc.
TICKER: OMC CUSIP: 681919106
MEETING DATE: 5/22/2012 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: ELECT DIRECTOR JOHN D. WREN ISSUER �� YES FOR FOR
PROPOSAL #2: ELECT DIRECTOR BRUCE CRAWFORD ISSUER YES FOR FOR
PROPOSAL #3: ELECT DIRECTOR ALAN R. BATKIN ISSUER YES FOR FOR
PROPOSAL #4: ELECT DIRECTOR MARY C. CHOKSI ISSUER YES FOR FOR
PROPOSAL #5: ELECT DIRECTOR ROBERT CHARLES CLARK ISSUER YES FOR FOR
PROPOSAL #6: ELECT DIRECTOR LEONARD S. COLEMAN, JR. ISSUER YES FOR FOR
PROPOSAL #7: ELECT DIRECTOR ERROL M. COOK ISSUER YES FOR FOR
PROPOSAL #8: ELECT DIRECTOR SUSAN S. DENISON ISSUER YES FOR FOR
PROPOSAL #9: ELECT DIRECTOR MICHAEL A. HENNING ISSUER YES FOR FOR
PROPOSAL #10: ELECT DIRECTOR JOHN R. MURPHY ISSUER YES FOR FOR
PROPOSAL #11: ELECT DIRECTOR JOHN R. PURCELL ISSUER YES FOR FOR
PROPOSAL #12: ELECT DIRECTOR LINDA JOHNSON RICE ISSUER YES FOR FOR
PROPOSAL #13: ELECT DIRECTOR GARY L. ROUBOS ISSUER YES FOR FOR
PROPOSAL #14: RATIFY AUDITORS ISSUER YES FOR FOR
PROPOSAL #15: PROVIDE RIGHT TO CALL SPECIAL MEETING ISSUER YES FOR FOR
PROPOSAL #16: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #17: PREPARE EMPLOYMENT DIVERSITY REPORT SHAREHOLDER YES AGAINST FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Oracle Corporation
TICKER: ORCL CUSIP: 68389X105
MEETING DATE: 10/12/2011 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR JEFFREY S. BERG ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR H. RAYMOND BINGHAM ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR MICHAEL J. BOSKIN ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR SAFRA A. CATZ ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT DIRECTOR BRUCE R. CHIZEN ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT DIRECTOR GEORGE H. CONRADES ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT DIRECTOR LAWRENCE J. ELLISON ISSUER YES FOR FOR
PROPOSAL #1.8: ELECT DIRECTOR HECTOR GARCIA-MOLINA ISSUER YES FOR FOR
PROPOSAL #1.9: ELECT DIRECTOR JEFFREY O. HENLEY ISSUER YES FOR FOR
PROPOSAL #1.10: ELECT DIRECTOR MARK V. HURD ISSUER YES FOR FOR
PROPOSAL #1.11: ELECT DIRECTOR DONALD L. LUCAS ISSUER YES FOR FOR
PROPOSAL #1.12: DIRECTOR NAOMI O. SELIGMAN ISSUER YES FOR FOR
PROPOSAL #2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #3: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR N/A
PROPOSAL #4: RATIFY AUDITORS ISSUER YES FOR FOR
PROPOSAL #5: STOCK RETENTION/HOLDING PERIOD SHAREHOLDER YES AGAINST FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: O'Reilly Automotive, Inc.
TICKER: ORLY CUSIP: 67103H107
MEETING DATE: 5/8/2012 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: ELECT DIRECTOR CHARLES H. O'REILLY, JR. ISSUER YES FOR FOR
PROPOSAL #2: ELECT DIRECTOR JOHN MURPHY ISSUER YES FOR FOR
PROPOSAL #3: ELECT DIRECTOR RONALD RASHKOW ISSUER YES FOR FOR
PROPOSAL #4: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #5: APPROVE OMNIBUS STOCK PLAN ISSUER YES FOR FOR
PROPOSAL #6: RATIFY AUDITORS ISSUER YES FOR FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: PepsiCo, Inc.
TICKER: PEP CUSIP: 713448108
MEETING DATE: 5/2/2012 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: ELECT DIRECTOR SHONA L. BROWN ISSUER YES FOR FOR
PROPOSAL #2: ELECT DIRECTOR IAN M. COOK ISSUER YES FOR FOR
PROPOSAL #3: ELECT DIRECTOR DINA DUBLON ISSUER YES FOR FOR
PROPOSAL #4: ELECT DIRECTOR VICTOR J. DZAU ISSUER YES FOR FOR
PROPOSAL #5: ELECT DIRECTOR RAY L. HUNT ISSUER YES FOR FOR
PROPOSAL #6: ELECT DIRECTOR ALBERTO IBARGUEN ISSUER YES FOR FOR
PROPOSAL #7: ELECT DIRECTOR INDRA K. NOOYI ISSUER YES FOR FOR
PROPOSAL #8: ELECT DIRECTOR SHARON PERCY ROCKEFELLER ISSUER YES FOR FOR
PROPOSAL #9: ELECT DIRECTOR JAMES J. SCHIRO ISSUER YES FOR FOR
PROPOSAL #10: ELECT DIRECTOR LLOYD G. TROTTER ISSUER YES FOR FOR
PROPOSAL #11: ELECT DIRECTOR DANIEL VASELLA ISSUER YES FOR FOR
PROPOSAL #12: ELECT DIRECTOR ALBERTO WEISSER ISSUER YES FOR FOR
PROPOSAL #13: RATIFY AUDITORS ISSUER YES FOR FOR
PROPOSAL #14: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #15: AMEND OMNIBUS STOCK PLAN ISSUER YES FOR FOR
PROPOSAL #16: REPORT ON LOBBYING PAYMENTS AND POLICY SHAREHOLDER YES AGAINST FOR
PROPOSAL #17: ESTABLISH RISK OVERSIGHT COMMITTEE SHAREHOLDER YES AGAINST FOR
PROPOSAL #18: REQUIRE INDEPENDENT BOARD CHAIRMAN SHAREHOLDER YES AGAINST FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Polo Ralph Lauren Corporation
TICKER: RL CUSIP: 731572103
MEETING DATE: 8/11/2011 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR FRANK A. BENNACK, JR ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR JOEL L. FLEISHMAN ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR STEVEN P. MURPHY ISSUER YES FOR FOR
PROPOSAL #2: RATIFY AUDITORS ISSUER YES FOR FOR
PROPOSAL #3: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #4: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR FOR
PROPOSAL #5: CHANGE COMPANY NAME ISSUER YES FOR FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Praxair, Inc.
TICKER: PX CUSIP: 74005P104
MEETING DATE: 4/24/2012 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR STEPHEN F. ANGEL ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR OSCAR BERNARDES ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR BRET K. CLAYTON ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR NANCE K. DICCIANI ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT DIRECTOR EDWARD G. GALANTE ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT DIRECTOR CLAIRE W. GARGALLI ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT DIRECTOR IRA D. HALL ISSUER YES FOR FOR
PROPOSAL #1.8: ELECT DIRECTOR RAYMOND W. LEBOEUF ISSUER YES FOR FOR
PROPOSAL #1.9: ELECT DIRECTOR LARRY D. MCVAY ISSUER YES FOR FOR
PROPOSAL #1.10: ELECT DIRECTOR WAYNE T. SMITH ISSUER YES FOR FOR
PROPOSAL #1.11: ELECT DIRECTOR ROBERT L. WOOD ISSUER YES FOR FOR
PROPOSAL #2: PROVIDE RIGHT TO CALL SPECIAL MEETING ISSUER YES FOR FOR
PROPOSAL #3: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #4: ADOPT PROXY STATEMENT REPORTING ON SHAREHOLDER YES ABSTAIN AGAINST
POLITICAL CONTRIBUTIONS AND ADVISORY VOTE
PROPOSAL #5: RATIFY AUDITORS ISSUER YES FOR FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Precision Castparts Corp.
TICKER: PCP CUSIP: 740189105
MEETING DATE: 8/16/2011 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR DON R. GRABER ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR LESTER L. LYLES ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR TIMOTHY A. WICKS ISSUER YES FOR FOR
PROPOSAL #2: RATIFY AUDITORS ISSUER YES FOR FOR
PROPOSAL #3: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #4: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: QUALCOMM Incorporated
TICKER: QCOM CUSIP: 747525103
MEETING DATE: 3/6/2012 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR BARBARA T. ALEXANDER ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR STEPHEN M. BENNETT ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR DONALD G. CRUICKSHANK ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR RAYMOND V. DITTAMORE ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT DIRECTOR THOMAS W. HORTON ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT DIRECTOR PAUL E. JACOBS ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT DIRECTOR ROBERT E. KAHN ISSUER YES FOR FOR
PROPOSAL #1.8: ELECT DIRECTOR SHERRY LANSING ISSUER YES FOR FOR
PROPOSAL #1.9: ELECT DIRECTOR DUANE A. NELLES ISSUER YES FOR FOR
PROPOSAL #1.10: ELECT DIRECTOR FRANCISCO ROS ISSUER YES FOR FOR
PROPOSAL #1.11: ELECT DIRECTOR BRENT SCOWCROFT ISSUER YES FOR FOR
PROPOSAL #1.12: ELECT DIRECTOR MARC I. STERN ISSUER YES FOR FOR
PROPOSAL #2: RATIFY AUDITORS ISSUER YES FOR FOR
PROPOSAL #3: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #4: ELIMINATE PROVISION RELATING TO ISSUER YES FOR FOR
PLURALITY VOTING FOR THE ELECTION OF DIRECTORS
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Red Hat, Inc.
TICKER: RHT CUSIP: 756577102
MEETING DATE: 8/11/2011 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: ELECT DIRECTOR SOHAIB ABBASI ISSUER YES FOR FOR
PROPOSAL #2: ELECT DIRECTOR NARENDRA K. GUPTA ISSUER YES FOR FOR
PROPOSAL #3: ELECT DIRECTOR WILLIAM S. KAISER ISSUER YES FOR FOR
PROPOSAL #4: ELECT DIRECTOR JAMES M. WHITEHURST ISSUER YES FOR FOR
PROPOSAL #5: RATIFY AUDITORS ISSUER YES FOR FOR
PROPOSAL #6: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #7: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR FOR
PROPOSAL #8: APPROVE EXECUTIVE INCENTIVE BONUS PLAN ISSUER YES FOR FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Ritchie Bros. Auctioneers Incorporated
TICKER: RBA CUSIP: 767744105
MEETING DATE: 4/30/2012 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: FIX NUMBER OF DIRECTORS AT SEVEN ISSUER YES FOR FOR
PROPOSAL #2.1: ELECT DIRECTOR ROBERT WAUGH MURDOCH ISSUER YES FOR FOR
PROPOSAL #2.2: ELECT DIRECTOR PETER JAMES BLAKE ISSUER YES FOR FOR
PROPOSAL #2.3: ELECT DIRECTOR ERIC PATEL ISSUER YES FOR FOR
PROPOSAL #2.4: ELECT DIRECTOR BEVERLEY ANNE BRISCOE ISSUER YES FOR FOR
PROPOSAL #2.5: ELECT DIRECTOR EDWARD BALTAZAR PITONIAK ISSUER YES FOR FOR
PROPOSAL #2.6: ELECT DIRECTOR CHRISTOPHER ZIMMERMAN ISSUER YES FOR FOR
PROPOSAL #2.7: ELECT DIRECTOR ROBERT GEORGE ELTON ISSUER YES FOR FOR
PROPOSAL #3: APPROVE KPMG LLP AS AUDITORS AND ISSUER YES FOR FOR
AUTHORIZE BOARD TO FIX THEIR REMUNERATION
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Rockwell Automation, Inc.
TICKER: ROK CUSIP: 773903109
MEETING DATE: 2/7/2012 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR BETTY C. ALEWINE ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR VERNE G. ISTOCK ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR DAVID B. SPEER ISSUER YES FOR FOR
PROPOSAL #2: RATIFY AUDITORS ISSUER YES FOR FOR
PROPOSAL #3: APPROVE OMNIBUS STOCK PLAN ISSUER YES FOR FOR
PROPOSAL #4: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: salesforce.com, inc.
TICKER: CRM CUSIP: 79466L302
MEETING DATE: 6/7/2012 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: ELECT DIRECTOR CRAIG RAMSEY ISSUER YES FOR FOR
PROPOSAL #2: ELECT DIRECTOR SANFORD R. ROBERTSON ISSUER YES FOR FOR
PROPOSAL #3: ELECT DIRECTOR MAYNARD WEBB ISSUER YES FOR FOR
PROPOSAL #4: RATIFY AUDITORS ISSUER YES FOR FOR
PROPOSAL #5: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #6: DECLASSIFY THE BOARD OF DIRECTORS SHAREHOLDER YES FOR AGAINST
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Schlumberger Limited
TICKER: SLB CUSIP: 806857108
MEETING DATE: 4/11/2012 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR PETER L.S. CURRIE ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR TONY ISAAC ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR K. VAMAN KAMATH ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR PAAL KIBSGAARD ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT DIRECTOR NIKOLAY KUDRYAVTSEV ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT DIRECTOR ADRIAN LAJOUS ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT DIRECTOR MICHAEL E. MARKS ISSUER YES FOR FOR
PROPOSAL #1.8: ELECT DIRECTOR ELIZABETH MOLER ISSUER YES FOR FOR
PROPOSAL #1.9: ELECT DIRECTOR LUBNA S. OLAYAN ISSUER YES FOR FOR
PROPOSAL #1.10: ELECT DIRECTOR LEO RAFAEL REIF ISSUER YES FOR FOR
PROPOSAL #1.11: ELECT DIRECTOR TORE I. SANDVOLD ISSUER YES FOR FOR
PROPOSAL #1.12: ELECT DIRECTOR HENRI SEYDOUX ISSUER YES FOR FOR
PROPOSAL #2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #3: ADOPT AND APPROVE FINANCIALS AND ISSUER YES FOR FOR
DIVIDENDS
PROPOSAL #4: RATIFY PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR FOR
AUDITORS
PROPOSAL #5: AMEND NON-EMPLOYEE DIRECTOR OMNIBUS ISSUER YES FOR FOR
STOCK PLAN
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Shire plc
TICKER: SHP CUSIP: 82481R106
MEETING DATE: 4/24/2012 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: ACCEPT FINANCIAL STATEMENTS AND ISSUER YES FOR FOR
STATUTORY REPORTS
PROPOSAL #2: APPROVE REMUNERATION REPORT ISSUER YES FOR FOR
PROPOSAL #3: RE-ELECT WILLIAM BURNS AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #4: RE-ELECT MATTHEW EMMENS AS DIRECTOR ISSUER YES AGAINST AGAINST
PROPOSAL #5: RE-ELECT DR DAVID GINSBURG AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #6: RE-ELECT GRAHAM HETHERINGTON AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #7: RE-ELECT DAVID KAPPLER AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #8: RE-ELECT ANNE MINTO AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #9: RE-ELECT ANGUS RUSSELL AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #10: RE-ELECT DAVID STOUT AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #11: ELECT SUSAN KILSBY AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #12: REAPPOINT DELOITTE LLP AS AUDITORS ISSUER YES FOR FOR
PROPOSAL #13: AUTHORISE THE AUDIT, COMPLIANCE & RISK ISSUER YES FOR FOR
COMMITTEE TO FIX REMUNERATION OF AUDITORS
PROPOSAL #14: AUTHORISE ISSUE OF EQUITY WITH PRE- ISSUER YES FOR FOR
EMPTIVE RIGHTS
PROPOSAL #15: AUTHORISE ISSUE OF EQUITY WITHOUT PRE- ISSUER YES FOR FOR
EMPTIVE RIGHTS
PROPOSAL #16: AUTHORISE MARKET PURCHASE ISSUER YES FOR FOR
PROPOSAL #17: AUTHORISE THE COMPANY TO CALL EGM WITH ISSUER YES FOR FOR
TWO WEEKS' NOTICE
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Starbucks Corporation
TICKER: SBUX CUSIP: 855244109
MEETING DATE: 3/21/2012 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: ELECT DIRECTOR HOWARD SCHULTZ ISSUER YES FOR FOR
PROPOSAL #2: ELECT DIRECTOR WILLIAM W. BRADLEY ISSUER YES FOR FOR
PROPOSAL #3: ELECT DIRECTOR MELLODY HOBSON ISSUER YES FOR FOR
PROPOSAL #4: ELECT DIRECTOR KEVIN R. JOHNSON ISSUER YES FOR FOR
PROPOSAL #5: ELECT DIRECTOR OLDEN LEE ISSUER YES FOR FOR
PROPOSAL #6: ELECT DIRECTOR JOSHUA COOPER RAMO ISSUER YES FOR FOR
PROPOSAL #7: ELECT DIRECTOR JAMES G. SHENNAN, JR. ISSUER YES FOR FOR
PROPOSAL #8: ELECT DIRECTOR CLARA SHIH ISSUER YES FOR FOR
PROPOSAL #9: ELECT DIRECTOR JAVIER G. TERUEL ISSUER YES FOR FOR
PROPOSAL #10: ELECT DIRECTOR MYRON E. ULLMAN, III ISSUER YES FOR FOR
PROPOSAL #11: ELECT DIRECTOR CRAIG E. WEATHERUP ISSUER YES FOR FOR
PROPOSAL #12: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #13: AMEND EXECUTIVE INCENTIVE BONUS PLAN ISSUER YES FOR FOR
PROPOSAL #14: RATIFY AUDITORS ISSUER YES FOR FOR
PROPOSAL #15: AMEND BYLAWS TO ESTABLISH A BOARD SHAREHOLDER YES AGAINST FOR
COMMITTEE ON ENVIRONMENTAL SUSTAINABILITY
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Techne Corporation
TICKER: TECH CUSIP: 878377100
MEETING DATE: 10/27/2011 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: FIX NUMBER OF DIRECTORS ISSUER YES FOR FOR
PROPOSAL #2.1: ELECT DIRECTOR THOMAS E. OLAND ISSUER YES FOR FOR
PROPOSAL #2.2: ELECT DIRECTOR ROGER C. LUCAS ISSUER YES FOR FOR
PROPOSAL #2.3: ELECT DIRECTOR HOWARD V. O'CONNELL ISSUER YES FOR FOR
PROPOSAL #2.4: ELECT DIRECTOR RANDOLPH C STEER ISSUER YES FOR FOR
PROPOSAL #2.5: ELECT DIRECTOR ROBERT V. BAUMGARTNER ISSUER YES FOR FOR
PROPOSAL #2.6: ELECT DIRECTOR CHARLES A. DINARELLO ISSUER YES WITHHOLD AGAINST
PROPOSAL #2.7: ELECT DIRECTOR KAREN A. HOLBROOK ISSUER YES FOR FOR
PROPOSAL #2.8: ELECT DIRECTOR JOHN L. HIGGINS ISSUER YES FOR FOR
PROPOSAL #2.9: ELECT DIRECTOR ROELAND NUSSE ISSUER YES FOR FOR
PROPOSAL #3: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #4: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Tesla Motors, Inc.
TICKER: TSLA CUSIP: 88160R101
MEETING DATE: 6/6/2012 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR ANTONIO J. GRACIAS ISSUER YES WITHHOLD AGAINST
PROPOSAL #1.2: ELECT DIRECTOR KIMBAL MUSK ISSUER YES FOR FOR
PROPOSAL #2: RATIFY AUDITORS ISSUER YES FOR FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: The Boeing Company
TICKER: BA CUSIP: 097023105
MEETING DATE: 4/30/2012 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: ELECT DIRECTOR DAVID L. CALHOUN ISSUER YES FOR FOR
PROPOSAL #2: ELECT DIRECTOR ARTHUR D. COLLINS, JR. ISSUER YES FOR FOR
PROPOSAL #3: ELECT DIRECTOR LINDA Z. COOK ISSUER YES FOR FOR
PROPOSAL #4: ELECT DIRECTOR KENNETH M. DUBERSTEIN ISSUER YES FOR FOR
PROPOSAL #5: ELECT DIRECTOR EDMUND P. GIAMBASTIANI, ISSUER YES FOR FOR
JR.
PROPOSAL #6: ELECT DIRECTOR LAWRENCE W. KELLNER ISSUER YES FOR FOR
PROPOSAL #7: ELECT DIRECTOR EDWARD M. LIDDY ISSUER YES FOR FOR
PROPOSAL #8: ELECT DIRECTOR W. JAMES MCNERNEY, JR. ISSUER YES FOR FOR
PROPOSAL #9: ELECT DIRECTOR SUSAN C. SCHWAB ISSUER YES FOR FOR
PROPOSAL #10: ELECT DIRECTOR RONALD A. WILLIAMS ISSUER YES FOR FOR
PROPOSAL #11: ELECT DIRECTOR MIKE S. ZAFIROVSKI ISSUER YES FOR FOR
PROPOSAL #12: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #13: RATIFY AUDITORS ISSUER YES FOR FOR
PROPOSAL #14: REPORT ON POLITICAL CONTRIBUTIONS SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #15: PROVIDE RIGHT TO ACT BY WRITTEN CONSENT SHAREHOLDER YES AGAINST FOR
PROPOSAL #16: ADOPT RETENTION RATIO FOR SHAREHOLDER YES AGAINST FOR
EXECUTIVES/DIRECTORS
PROPOSAL #17: SUBMIT SERP TO SHAREHOLDER VOTE SHAREHOLDER YES AGAINST FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: The Estee Lauder Companies Inc.
TICKER: EL CUSIP: 518439104
MEETING DATE: 11/11/2011 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR CHARLENE BARSHEFSKY ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR WEI SUN CHRISTIANSON ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR FABRIZIO FREDA ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR JANE LAUDER ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT DIRECTOR LEONARD A. LAUDER ISSUER YES FOR FOR
PROPOSAL #2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #3: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR FOR
PROPOSAL #4: RATIFY AUDITORS ISSUER YES FOR FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: The Goldman Sachs Group, Inc.
TICKER: GS CUSIP: 38141G104
MEETING DATE: 5/24/2012 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: ELECT DIRECTOR LLOYD C. BLANKFEIN ISSUER YES FOR FOR
PROPOSAL #2: ELECT DIRECTOR M. MICHELE BURNS ISSUER YES FOR FOR
PROPOSAL #3: ELECT DIRECTOR GARY D. COHN ISSUER YES FOR FOR
PROPOSAL #4: ELECT DIRECTOR CLAES DAHLBACK ISSUER YES FOR FOR
PROPOSAL #5: ELECT DIRECTOR STEPHEN FRIEDMAN ISSUER YES FOR FOR
PROPOSAL #6: ELECT DIRECTOR WILLIAM W. GEORGE ISSUER YES FOR FOR
PROPOSAL #7: ELECT DIRECTOR JAMES A. JOHNSON ISSUER YES FOR FOR
PROPOSAL #8: ELECT DIRECTOR LAKSHMI N. MITTAL ISSUER YES FOR FOR
PROPOSAL #9: ELECT DIRECTOR JAMES J. SCHIRO ISSUER YES FOR FOR
PROPOSAL #10: ELECT DIRECTOR DEBORA L. SPAR ISSUER YES FOR FOR
PROPOSAL #11: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #12: RATIFY AUDITORS ISSUER YES FOR FOR
PROPOSAL #13: PROVIDE FOR CUMULATIVE VOTING SHAREHOLDER YES AGAINST FOR
PROPOSAL #14: STOCK RETENTION/HOLDING PERIOD SHAREHOLDER YES AGAINST FOR
PROPOSAL #15: REPORT ON LOBBYING PAYMENTS AND POLICY SHAREHOLDER YES ABSTAIN AGAINST
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: The Home Depot, Inc.
TICKER: HD CUSIP: 437076102
MEETING DATE: 5/17/2012 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: ELECT DIRECTOR F. DUANE ACKERMAN ISSUER YES FOR FOR
PROPOSAL #2: ELECT DIRECTOR FRANCIS S. BLAKE ISSUER YES FOR FOR
PROPOSAL #3: ELECT DIRECTOR ARI BOUSBIB ISSUER YES FOR FOR
PROPOSAL #4: ELECT DIRECTOR GREGORY D. BRENNEMAN ISSUER YES FOR FOR
PROPOSAL #5: ELECT DIRECTOR J. FRANK BROWN ISSUER YES FOR FOR
PROPOSAL #6: ELECT DIRECTOR ALBERT P. CAREY ISSUER YES FOR FOR
PROPOSAL #7: ELECT DIRECTOR ARMANDO CODINA ISSUER YES FOR FOR
PROPOSAL #8: ELECT DIRECTOR BONNIE G. HILL ISSUER YES FOR FOR
PROPOSAL #9: ELECT DIRECTOR KAREN L. KATEN ISSUER YES FOR FOR
PROPOSAL #10: ELECT DIRECTOR RONALD L. SARGENT ISSUER YES FOR FOR
PROPOSAL #11: RATIFY AUDITORS ISSUER YES FOR FOR
PROPOSAL #12: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #13: AMEND QUALIFIED EMPLOYEE STOCK PURCHASE ISSUER YES FOR FOR
PLAN
PROPOSAL #14: ADOPT PROXY STATEMENT REPORTING ON SHAREHOLDER YES AGAINST FOR
POLITICAL CONTRIBUTIONS AND ADVISORY VOTE
PROPOSAL #15: PREPARE EMPLOYMENT DIVERSITY REPORT SHAREHOLDER YES AGAINST FOR
PROPOSAL #16: AMEND RIGHT TO ACT BY WRITTEN CONSENT SHAREHOLDER YES AGAINST FOR
PROPOSAL #17: AMEND BYLAWS -- CALL SPECIAL MEETINGS SHAREHOLDER YES AGAINST FOR
PROPOSAL #18: REPORT ON CHARITABLE CONTRIBUTIONS SHAREHOLDER YES AGAINST FOR
PROPOSAL #19: ADOPT STORM WATER RUN-OFF MANAGEMENT SHAREHOLDER YES AGAINST FOR
POLICY
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: The Progressive Corporation
TICKER: PGR CUSIP: 743315103
MEETING DATE: 4/20/2012 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: ELECT DIRECTOR ROGER N. FARAH ISSUER YES FOR FOR
PROPOSAL #2: ELECT DIRECTOR STEPHEN R. HARDIS ISSUER YES FOR FOR
PROPOSAL #3: ELECT DIRECTOR HEIDI G. MILLER, PH.D. ISSUER YES FOR FOR
PROPOSAL #4: ELECT DIRECTOR BRADLEY T. SHEARES, PH.D. ISSUER YES FOR FOR
PROPOSAL #5: REDUCE SUPERMAJORITY VOTE REQUIREMENT ISSUER YES FOR FOR
PROPOSAL #6: DECLASSIFY THE BOARD OF DIRECTORS ISSUER YES FOR FOR
PROPOSAL #7: FIX NUMBER OF DIRECTORS AT ELEVEN ISSUER YES FOR FOR
PROPOSAL #8: AMEND CODE OF REGULATIONS FOR REVISE THE ISSUER YES FOR FOR
PROCEDURES FOR FIXING THE NUMBER OF DIRECTORS WITHIN
THE LIMITS SET FORTH IN THE CODE OF REGULATIONS
PROPOSAL #9: PERMIT BOARD TO AMEND BYLAWS WITHOUT ISSUER YES FOR FOR
SHAREHOLDER CONSENT
PROPOSAL #10: AMEND CODE OF REGULATIONS PROVIDING THE ISSUER YES FOR FOR
ANNUAL MEETING BE HELD BY JUNE 30
PROPOSAL #11: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #12: AMEND EXECUTIVE INCENTIVE BONUS PLAN ISSUER YES FOR FOR
PROPOSAL #13: AMEND OMNIBUS STOCK PLAN ISSUER YES FOR FOR
PROPOSAL #14: AMEND NON-EMPLOYEE DIRECTOR OMNIBUS ISSUER YES FOR FOR
STOCK PLAN
PROPOSAL #15: RATIFY AUDITORS ISSUER YES FOR FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: U.S. Bancorp
TICKER: USB CUSIP: 902973304
MEETING DATE: 4/17/2012 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: ELECT DIRECTOR DOUGLAS M. BAKER, JR. ISSUER YES FOR FOR
PROPOSAL #2: ELECT DIRECTOR Y. MARC BELTON ISSUER YES FOR FOR
PROPOSAL #3: ELECT DIRECTOR VICTORIA BUYNISKI GLUCKMAN ISSUER YES FOR FOR
PROPOSAL #4: ELECT DIRECTOR ARTHUR D. COLLINS, JR. ISSUER YES FOR FOR
PROPOSAL #5: ELECT DIRECTOR RICHARD K. DAVIS ISSUER YES FOR FOR
PROPOSAL #6: ELECT DIRECTOR ROLAND A. HERNANDEZ ISSUER YES FOR FOR
PROPOSAL #7: ELECT DIRECTOR JOEL W. JOHNSON ISSUER YES FOR FOR
PROPOSAL #8: ELECT DIRECTOR OLIVIA F. KIRTLEY ISSUER YES FOR FOR
PROPOSAL #9: ELECT DIRECTOR JERRY W. LEVIN ISSUER YES FOR FOR
PROPOSAL #10: ELECT DIRECTOR DAVID B. O'MALEY ISSUER YES FOR FOR
PROPOSAL #11: ELECT DIRECTOR O'DELL M. OWENS, M.D., ISSUER YES FOR FOR
M.P.H.
PROPOSAL #12: ELECT DIRECTOR CRAIG D. SCHNUCK ISSUER YES FOR FOR
PROPOSAL #13: ELECT DIRECTOR PATRICK T. STOKES ISSUER YES FOR FOR
PROPOSAL #14: ELECT DIRECTOR DOREEN WOO HO ISSUER YES FOR FOR
PROPOSAL #15: RATIFY AUDITORS ISSUER YES FOR FOR
PROPOSAL #16: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: United Parcel Service, Inc.
TICKER: UPS CUSIP: 911312106
MEETING DATE: 5/3/2012 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: ELECT DIRECTOR F. DUANE ACKERMAN ISSUER YES FOR FOR
PROPOSAL #2: ELECT DIRECTOR MICHAEL J. BURNS ISSUER YES FOR FOR
PROPOSAL #3: ELECT DIRECTOR D. SCOTT DAVIS ISSUER YES FOR FOR
PROPOSAL #4: ELECT DIRECTOR STUART E. EIZENSTAT ISSUER YES FOR FOR
PROPOSAL #5: ELECT DIRECTOR MICHAEL L. ESKEW ISSUER YES FOR FOR
PROPOSAL #6: ELECT DIRECTOR WILLIAM R. JOHNSON ISSUER YES FOR FOR
PROPOSAL #7: ELECT DIRECTOR CANDACE KENDLE ISSUER YES FOR FOR
PROPOSAL #8: ELECT DIRECTOR ANN M. LIVERMORE ISSUER YES FOR FOR
PROPOSAL #9: ELECT DIRECTOR RUDY H.P. MARKHAM ISSUER YES FOR FOR
PROPOSAL #10: ELECT DIRECTOR CLARK T. RANDT, JR. ISSUER YES FOR FOR
PROPOSAL #11: ELECT DIRECTOR JOHN W. THOMPSON ISSUER YES FOR FOR
PROPOSAL #12: ELECT DIRECTOR CAROL B. TOME ISSUER YES FOR FOR
PROPOSAL #13: RATIFY AUDITORS ISSUER YES FOR FOR
PROPOSAL #14: APPROVE OMNIBUS STOCK PLAN ISSUER YES FOR FOR
PROPOSAL #15: AMEND QUALIFIED EMPLOYEE STOCK PURCHASE ISSUER YES FOR FOR
PLAN
PROPOSAL #16: REPORT ON LOBBYING CONTRIBUTIONS AND SHAREHOLDER YES ABSTAIN AGAINST
EXPENSES
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: UnitedHealth Group Incorporated
TICKER: UNH CUSIP: 91324P102
MEETING DATE: 6/4/2012 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: ELECT DIRECTOR WILLIAM C. BALLARD, JR. ISSUER YES FOR FOR
PROPOSAL #2: ELECT DIRECTOR RICHARD T. BURKE ISSUER YES FOR FOR
PROPOSAL #3: ELECT DIRECTOR ROBERT J. DARRETTA ISSUER YES FOR FOR
PROPOSAL #4: ELECT DIRECTOR STEPHEN J. HEMSLEY ISSUER YES FOR FOR
PROPOSAL #5: ELECT DIRECTOR MICHELE J. HOOPER ISSUER YES FOR FOR
PROPOSAL #6: ELECT DIRECTOR RODGER A. LAWSON ISSUER YES FOR FOR
PROPOSAL #7: ELECT DIRECTOR DOUGLAS W. LEATHERDALE ISSUER YES FOR FOR
PROPOSAL #8: ELECT DIRECTOR GLENN M. RENWICK ISSUER YES FOR FOR
PROPOSAL #9: ELECT DIRECTOR KENNETH I. SHINE ISSUER YES FOR FOR
PROPOSAL #10: ELECT DIRECTOR GAIL R. WILENSKY ISSUER YES FOR FOR
PROPOSAL #11: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #12: RATIFY AUDITORS ISSUER YES FOR FOR
PROPOSAL #13: REPORT ON LOBBYING PAYMENTS AND POLICY SHAREHOLDER YES ABSTAIN AGAINST
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Vertex Pharmaceuticals Incorporated
TICKER: VRTX CUSIP: 92532F100
MEETING DATE: 5/16/2012 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR JEFFREY M. LEIDEN ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR BRUCE I. SACHS ISSUER YES FOR FOR
PROPOSAL #2: AMEND OMNIBUS STOCK PLAN ISSUER YES FOR FOR
PROPOSAL #3: AMEND QUALIFIED EMPLOYEE STOCK PURCHASE ISSUER YES FOR FOR
PLAN
PROPOSAL #4: RATIFY AUDITORS ISSUER YES FOR FOR
PROPOSAL #5: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES AGAINST AGAINST
OFFICERS' COMPENSATION
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: VMware, Inc.
TICKER: VMW CUSIP: 928563402
MEETING DATE: 5/31/2012 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #2: RATIFY AUDITORS ISSUER YES FOR FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Walgreen Co.
TICKER: WAG CUSIP: 931422109
MEETING DATE: 1/11/2012 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: ELECT DIRECTOR DAVID J. BRAILER ISSUER YES FOR FOR
PROPOSAL #2: ELECT DIRECTOR STEVEN A. DAVIS ISSUER YES FOR FOR
PROPOSAL #3: ELECT DIRECTOR WILLIAM C. FOOTE ISSUER YES FOR FOR
PROPOSAL #4: ELECT DIRECTOR MARK P. FRISSORA ISSUER YES FOR FOR
PROPOSAL #5: ELECT DIRECTOR GINGER L. GRAHAM ISSUER YES FOR FOR
PROPOSAL #6: ELECT DIRECTOR ALAN G. MCNALLY ISSUER YES FOR FOR
PROPOSAL #7: ELECT DIRECTOR NANCY M. SCHLICHTING ISSUER YES FOR FOR
PROPOSAL #8: ELECT DIRECTOR DAVID Y. SCHWARTZ ISSUER YES FOR FOR
PROPOSAL #9: ELECT DIRECTOR ALEJANDRO SILVA ISSUER YES FOR FOR
PROPOSAL #10: ELECT DIRECTOR JAMES A. SKINNER ISSUER YES FOR FOR
PROPOSAL #11: ELECT DIRECTOR GREGORY D. WASSON ISSUER YES FOR FOR
PROPOSAL #12: RATIFY AUDITORS ISSUER YES FOR FOR
PROPOSAL #13: APPROVE EXECUTIVE INCENTIVE BONUS PLAN ISSUER YES FOR FOR
PROPOSAL #14: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #15: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR FOR
PROPOSAL #16: ADOPT RETENTION RATIO FOR EXECUTIVES SHAREHOLDER YES AGAINST FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Waters Corporation
TICKER: WAT CUSIP: 941848103
MEETING DATE: 5/9/2012 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR JOSHUA BEKENSTEIN ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR M.J. BERENDT ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR DOUGLAS A. BERTHIAUME ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR EDWARD CONARD ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT DIRECTOR L.H. GLIMCHER ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT DIRECTOR CHRISTOPHER A. KUEBLER ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT DIRECTOR WILLIAM J. MILLER ISSUER YES FOR FOR
PROPOSAL #1.8: ELECT DIRECTOR JOANN A. REED ISSUER YES FOR FOR
PROPOSAL #1.9: ELECT DIRECTOR THOMAS P. SALICE ISSUER YES FOR FOR
PROPOSAL #2: RATIFY AUDITORS ISSUER YES FOR FOR
PROPOSAL #3: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #4: APPROVE OMNIBUS STOCK PLAN ISSUER YES FOR FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Whole Foods Market, Inc.
TICKER: WFM CUSIP: 966837106
MEETING DATE: 3/9/2012 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR JOHN ELSTROTT ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR GABRIELLE GREENE ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR SHAHID (HASS) HASSAN ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR STEPHANIE KUGELMAN ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT DIRECTOR JOHN MACKEY ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT DIRECTOR WALTER ROBB ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT DIRECTOR JONATHAN SEIFFER ISSUER YES FOR FOR
PROPOSAL #1.8: ELECT DIRECTOR MORRIS (MO) SIEGEL ISSUER YES FOR FOR
PROPOSAL #1.9: ELECT DIRECTOR JONATHAN SOKOLOFF ISSUER YES FOR FOR
PROPOSAL #1.10: ELECT DIRECTOR RALPH SORENSON ISSUER YES FOR FOR
PROPOSAL #1.11: ELECT DIRECTOR W. (KIP) TINDELL, III ISSUER YES FOR FOR
PROPOSAL #2: RATIFY AUDITORS ISSUER YES FOR FOR
PROPOSAL #3: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #4: INCREASE AUTHORIZED COMMON STOCK ISSUER YES AGAINST AGAINST
PROPOSAL #5: AMEND ARTICLES/BYLAWS/CHARTER -- REMOVAL SHAREHOLDER YES AGAINST FOR
OF DIRECTORS
PROPOSAL #6: REQUIRE INDEPENDENT BOARD CHAIRMAN SHAREHOLDER YES AGAINST FOR
----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Youku.com Inc.
TICKER: YOKU CUSIP: 98742U100
MEETING DATE: 10/17/2011 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: CHANGE COMPANY NAME TO YOUKU INC. ISSUER YES FOR FOR
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
VANGUARD FENWAY FUNDS
By: /s/F. William McNabb III
F. William McNabb III*
Chairman and Chief Executive Officer
Date: August 29, 2012
*By: /s/Heidi Stam
Heidi Stam, pursuant to a Power of Attorney filed on March 27, 2012,
see File Number 2-11444. Incorporated by Reference.