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: 811-5628
NAME OF REGISTRANT: VANGUARD MALVERN 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, 2004 - JUNE 30, 2005
FUND: VANGUARD CAPITAL VALUE FUND
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ISSUER: ACE LIMITED
TICKER: ACE CUSIP: G0070K103
MEETING DATE: 5/26/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: JOHN A. KROL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: EVAN G. GREENBERG ISSUER YES FOR FOR
PROPOSAL #B: RATIFICATION OF THE APPOINTMENT OF ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT AUDITORS
OF ACE LIMITED FOR THE FISCAL YEAR ENDING DECEMBER 31,
2005.
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ISSUER: AKZO NOBEL NV (FORMERLY AKZO NV ARNHEM)
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/21/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: OPENING ISSUER NO N/A N/A
PROPOSAL #2.: APPROVE THE REPORT OF THE BOARD OF ISSUER NO N/A N/A
MANAGEMENT FOR THE YEAR 2004
PROPOSAL #3.A: ADOPT THE 2004 FINANCIAL STATMENTS ISSUER NO N/A N/A
PROPOSAL #3.B: APPROVE THE RESERVATION AND THE DIVIDEND ISSUER NO N/A N/A
POLICY
PROPOSAL #3.C: ADOPT THE DIVIDEND PROPOSAL ISSUER NO N/A N/A
PROPOSAL #4.A: GRANT DISCHARGE TO THE BOARD OF ISSUER NO N/A N/A
MANAGEMENT FROM LIABILITY FOR 2004
PROPOSAL #4.B: GRANT DISCHARGE TO THE SUPERVISORY BOARD ISSUER NO N/A N/A
FROM LIABILITY FOR 2004
PROPOSAL #5.: APPROVE THE NUMBER OF MEMBERS OF THE BOARD ISSUER NO N/A N/A
OF MANAGEMENT AT 4
PROPOSAL #6.1: APPOINT MR. M.A. VAN DEN BERGH TO THE ISSUER NO N/A N/A
SUPERVISORY BOARD
PROPOSAL #6.2: RE-APPOINT MR. A.E. COHEN TO THE ISSUER NO N/A N/A
SUPERVISORY BOARD
PROPOSAL #7.: APPROVE THE CORPORATE GOVERNANCE ISSUER NO N/A N/A
PROPOSAL #8.A: APPROVE THE REMUNERATION POLICY FOR THE ISSUER NO N/A N/A
BOARD OF MANAGEMENT
PROPOSAL #8.B: APPROVE THE PERFORMANCE-RELATED SHARE ISSUER NO N/A N/A
PLAN FOR EXECUTIVES
PROPOSAL #8.C: APPROVE TO REVISE PERFORMANCE-RELATED ISSUER NO N/A N/A
OPTION PLAN FOR EXECUTIVES
PROPOSAL #9.: AMEND THE ARTICLES OF ASSOCIATION ISSUER NO N/A N/A
PROPOSAL #10.A: AUTHORIZE THE BOARD OF MANAGEMENT TO ISSUER NO N/A N/A
ISSUE SHARES
PROPOSAL #10.B: AUTHORIZE THE BOARD OF MANAGEMENT TO ISSUER NO N/A N/A
RESTRICT OR EXCLUDE PRE-EMPTIVE RIGHTS
PROPOSAL #11.: AUTHORIZE THE BOARD OF MANAGEMENT TO ISSUER NO N/A N/A
ACQUIRE SHARES OF THE COMPANY
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ISSUER: ALCOA INC.
TICKER: AA CUSIP: 013817101
MEETING DATE: 4/22/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: JOSEPH T. GORMAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: KLAUS KLEINFELD ISSUER YES FOR FOR
PROPOSAL #02: PROPOSAL TO APPROVE THE INDEPENDENT AUDITOR ISSUER YES FOR FOR
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ISSUER: AMERICAN AXLE & MANUFACTURING HLDGS,
TICKER: AXL CUSIP: 024061103
MEETING DATE: 4/28/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: RICHARD E. DAUCH ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM P. MILLER II ISSUER YES FOR FOR
ELECTION OF DIRECTOR: E.A. (BETH) CHAPPELL ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: LARRY K. SWITZER ISSUER YES FOR FOR
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ISSUER: AMR CORPORATION
TICKER: AMR CUSIP: 001765106
MEETING DATE: 5/18/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: JUDITH RODIN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROGER T. STAUBACH ISSUER YES FOR FOR
ELECTION OF DIRECTOR: PHILIP J. PURCELL ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: MATTHEW K. ROSE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN W. BACHMANN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOE M. RODGERS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GERARD J. ARPEY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: EDWARD A. BRENNAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: EARL G. GRAVES ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DAVID L. BOREN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ARMANDO M. CODINA ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ANN M. KOROLOGOS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MICHAEL A. MILES ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF THE SELECTION OF ERNST & ISSUER YES FOR FOR
YOUNG LLP AS INDEPENDENT AUDITORS FOR THE YEAR 2005.
PROPOSAL #03: STOCKHOLDER PROPOSAL RELATING TO TERM SHAREHOLDER YES AGAINST FOR
LIMITS FOR NON-EMPLOYEE DIRECTORS.
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ISSUER: APPLIED MATERIALS, INC.
TICKER: AMAT CUSIP: 038222105
MEETING DATE: 3/23/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: MICHAEL H. ARMACOST ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLEM P. ROELANDTS ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: PAUL R. LOW ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: PHILIP V. GERDINE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MICHAEL R. SPLINTER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: HERBERT M. DWIGHT, JR. ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: STEVEN L. MILLER ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: GERHARD H. PARKER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DEBORAH A. COLEMAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DAN MAYDAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAMES C. MORGAN ISSUER YES FOR FOR
PROPOSAL #02: TO RATIFY THE APPOINTMENT OF KPMG LLP AS ISSUER YES FOR FOR
APPLIED MATERIALS INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR FISCAL YEAR 2005.
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ISSUER: ARROW ELECTRONICS, INC.
TICKER: ARW CUSIP: 042735100
MEETING DATE: 5/6/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: M.F. (FRAN) KEETH ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: WILLIAM E. MITCHELL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROGER KING ISSUER YES FOR FOR
ELECTION OF DIRECTOR: KAREN GORDON MILLS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN C. WADDELL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DANIEL W. DUVAL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: BARRY W. PERRY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN N. HANSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: STEPHEN C. PATRICK ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF ERNST & ISSUER YES FOR FOR
YOUNG LLP AS ARROW'S INDEPENDENT AUDITORS FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2005.
PROPOSAL #03: IN ACCORDANCE WITH THEIR DISCRETION UPON ISSUER YES AGAINST AGAINST
SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE
MEETING OR ANY ADJOURNMENTS THEREOF.
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ISSUER: AVNET, INC.
TICKER: AVT CUSIP: 053807103
MEETING DATE: 11/11/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: EHUD HOUMINER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RAY M. ROBINSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LAWRENCE W. CLARKSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAMES A. LAWRENCE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J. VERONICA BIGGINS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GARY L. TOOKER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ELEANOR BAUM ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROY VALLEE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: FRANK R. NOONAN ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF APPOINTMENT OF KPMG LLP AS ISSUER YES FOR FOR
INDEPENDENT PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR
ENDING JULY 2, 2005.
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ISSUER: AXCELIS TECHNOLOGIES, INC.
TICKER: ACLS CUSIP: 054540109
MEETING DATE: 5/12/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: R. JOHN FLETCHER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: STEPHEN R. HARDIS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: H. BRIAN THOMPSON ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF APPOINTMENT OF INDEPENDENT ISSUER YES FOR FOR
AUDITORS.
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ISSUER: BANK OF AMERICA CORPORATION
TICKER: BAC CUSIP: 060505104
MEETING DATE: 4/27/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: MEREDITH R. SPANGLER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM BARNET, III ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WALTER E. MASSEY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: W. STEVEN JONES ISSUER YES FOR FOR
ELECTION OF DIRECTOR: THOMAS M. RYAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: THOMAS J. MAY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT L. TILLMAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: PAUL FULTON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: O. TEMPLE SLOAN, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: KENNETH D. LEWIS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN T. COLLINS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JACKIE M. WARD ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GARY L. COUNTRYMAN ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: EDWARD L. ROMERO ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CHARLES W. COKER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CHARLES K. GIFFORD ISSUER YES FOR FOR
ELECTION OF DIRECTOR: PATRICIA E. MITCHELL ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF INDEPENDENT PUBLIC ISSUER YES FOR FOR
ACCOUNTANTS
PROPOSAL #03: STOCKHOLDER PROPOSAL - POLITICAL SHAREHOLDER YES ABSTAIN AGAINST
CONTRIBUTIONS
PROPOSAL #04: STOCKHOLDER PROPOSAL - NOMINATION OF SHAREHOLDER YES AGAINST FOR
DIRECTORS
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ISSUER: BEARINGPOINT, INC.
TICKER: BE CUSIP: 074002106
MEETING DATE: 8/3/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: DOUGLAS C. ALLRED ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: BETSY J. BERNARD ISSUER YES WITHHOLD AGAINST
PROPOSAL #02: TO RATIFY PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR FOR
INDEPENDENT AUDITORS
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ISSUER: BLOCKBUSTER INC.
TICKER: BBI CUSIP: 093679108
MEETING DATE: 7/20/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: JOHN L. MUETHING ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: MICHAEL D. FRICKLAS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: SUMNER M. REDSTONE ISSUER YES WITHHOLD AGAINST
PROPOSAL #02: ADOPTION OF THE SECOND AMENDED AND ISSUER YES AGAINST AGAINST
RESTATED CERTIFICATE OF INCORPORATION OF BLOCKBUSTER INC.
PROPOSAL #03: APPROVAL OF THE BLOCKBUSTER INC. AMENDED ISSUER YES FOR FOR
AND RESTATED 1999 LONG-TERM MANAGEMENT INCENTIVE PLAN.
PROPOSAL #04: APPROVAL OF THE BLOCKBUSTER INC. 2004 ISSUER YES AGAINST AGAINST
LONG-TERM MANAGEMENT INCENTIVE PLAN.
PROPOSAL #05: APPROVAL OF THE BLOCKBUSTER INC. AMENDED ISSUER YES FOR FOR
AND RESTATED SENIOR EXECUTIVE SHORT-TERM INCENTIVE PLAN.
PROPOSAL #06: APPROVAL OF THE BLOCKBUSTER INC. ISSUER YES AGAINST AGAINST
COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS.
PROPOSAL #07: APPROVAL OF THE BLOCKBUSTER INC. AMENDED ISSUER YES FOR FOR
AND RESTATED CHAIRMAN'S AWARD PLAN.
PROPOSAL #08: RATIFICATION OF THE APPOINTMENT OF ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITORS.
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ISSUER: BLOCKBUSTER INC.
TICKER: BBI CUSIP: 093679108
MEETING DATE: 5/11/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: PETER A. BASSI ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN F. ANTIOCO ISSUER NO N/A N/A
ELECTION OF DIRECTOR: LINDA GRIEGO ISSUER NO N/A N/A
PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF ISSUER NO N/A N/A
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITORS.
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ISSUER: BLOCKBUSTER INC.
TICKER: BBI CUSIP: 093679108
MEETING DATE: 5/11/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: EDWARD BLEIER SHAREHOLDER YES FOR AGAINST
ELECTION OF DIRECTOR: STAUSS ZELNICK SHAREHOLDER YES FOR AGAINST
ELECTION OF DIRECTOR: CARL C. ICAHN SHAREHOLDER NO N/A N/A
PROPOSAL #02: RATIFICATION OF APPOINTMENT OF SHAREHOLDER YES FOR AGAINST
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITORS FOR
FISCAL 2005.
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ISSUER: CAPITAL ONE FINANCIAL CORPORATION
TICKER: COF CUSIP: 14040H105
MEETING DATE: 4/28/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: ANN FRITZ HACKETT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: PATRICK W. GROSS ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF ERNST & YOUNG LLP AS ISSUER YES FOR FOR
INDEPENDENT AUDITORS OF THE CORPORATION FOR 2005.
PROPOSAL #03: STOCKHOLDER PROPOSAL: DIRECTOR ELECTION SHAREHOLDER YES AGAINST FOR
MAJORITY VOTE STANDARD.
PROPOSAL #04: STOCKHOLDER PROPOSAL: REPORT ON LONG-TERM SHAREHOLDER YES AGAINST FOR
TARGETS FOR STOCK OPTIONS TO BE HELD BY EXECUTIVES.
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ISSUER: CB RICHARD ELLIS GROUP, INC.
TICKER: CBG CUSIP: 12497T101
MEETING DATE: 6/2/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: MICHAEL KANTOR ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: BRADFORD M. FREEMAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RICHARD C. BLUM ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RAY WIRTA ISSUER YES FOR FOR
ELECTION OF DIRECTOR: PATRICE MARIE DANIELS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JEFFREY A. COZAD ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GARY L. WILSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: BRETT WHITE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN NUGENT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: FREDERIC V. MALEK ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF INDEPENDENT AUDITORS ISSUER YES FOR FOR
PROPOSAL #03: APPROVAL OF THE AMENDED AND RESTATED 2004 ISSUER YES FOR FOR
STOCK INCENTIVE PLAN
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ISSUER: CBRL GROUP, INC.
TICKER: CBRL CUSIP: 12489V106
MEETING DATE: 11/23/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: CHARLES E. JONES, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT V. DALE ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: ROBERT C. HILTON ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: MICHAEL A. WOODHOUSE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MARTHA M. MITCHELL ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: JAMES D. CARREKER ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: B.F. (JACK) LOWERY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ANDREA M. WEISS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JIMMIE D. WHITE ISSUER YES WITHHOLD AGAINST
PROPOSAL #02: TO APPROVE THE AMENDMENT TO THE CBRL 2002 ISSUER YES FOR FOR
INCENTIVE COMPENSATION PLAN.
PROPOSAL #03: TO APPROVE THE SELECTION OF DELOITTE & ISSUER YES AGAINST AGAINST
TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2005.
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ISSUER: CIE GENERALE DES ETABLISSEMENTS MICHELIN SA, CLERMONT-FERRAND
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/20/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: APPROVAL OF THE CORPORATE ACCOUNTS FOR ISSUER YES FOR N/A
2004; THE GENERAL MEETING, HAVING HEARD THE MANAGING
PARTNERS REPORT, THE AUDITORS REPORT, AND THE REPORT
OF THE SUPERVISORY BOARD, HEREBY APPROVES THE COMPANY
ACCOUNTS FOR 2004 AND THE RESULTING PROFIT RECORDED
THEREIN OF EUR 295,151,971.68; THE GENERAL MEETING
HEREBY APPROVES THE OPERATIONS DESCRIBED IN THE ABOVE
ACCOUNTS AND INDICATED IN THE ABOVE REPORTS,
SPECIFICALLY AND INSOFAR AS IS NECESSARY, THOSE
AFFECTING THE VARIOUS RESERVE ACCOUNTS
PROPOSAL #O.2: ALLOCATION OF PROFITS FOR 2004; AT THE ISSUER YES FOR N/A
PROPOSAL OF THE MANAGING PARTNERS AND WITH THE APPROVAL
OF THE SUPERVISORY BOARD, THE GENERAL MEETING, IN
CONSIDERATION OF A PROFIT FOR THE YEAR OF EUR
295,151,971.68 LESS THE STATUTORY SHARE OF THE GENERAL
PARTNERS IN THE AMOUNT OF EUR 5,271,626.68 RESULTING IN
A BALANCE OF EUR 289,880,345.00 SUBJECT TO THE ADDITION
OF PROFITS BROUGHT FORWARD OF EUR 52,494,683.39 THE
GENERAL MEETING, HAVING HEARD THE MANAGING PARTNERS
REPORT, THE AUDITORS REPORT, AND THE REPORT OF THE
SUPERVISORY BOARD, HEREBY APPROVES THE COMPANY ACCOUNTS
FOR 2004 AND THE RESULTING PROFIT RECORDED THEREIN OF
EUR 295,151,971.68; TO UNDERTAKE THE DISTRIBUTION OF A
TOTAL SUM OF EUR 179,233,781.25, WHICH REPRESENTS A
DIVIDEND OF EUR 1.25 PER SHARE; THE DATE OF EXPIRY FOR
DIVIDEND ENTITLEMENTS SHALL BE MAY 24, 2005, UPON WHICH
DATE SHARES SHALL BE QUOTED NET OF THEIR DIVIDEND
ENTITLEMENT FOR THE 2004 FINANCIAL YEAR; SINCE SHARES
HELD BY THE COMPANY ON THE DATE OF DIVIDEND SETTLEMENT
DO NOT CARRY ENTITLEMENT TO ANY DIVIDEND, THE AMOUNTS
CORRESPONDING TO THE DIVIDEND IN RESPECT OF THESE SHARES
WILL BE ENTERED UNDER THE ITEM PROFITS CARRIED FORWARD
; THE DIVIDENDS PAID IN RESPECT OF THE PREVIOUS THREE
FINANCIAL YEARS ARE SHOWN, TOGETHER WITH THE
CORRESPONDING TAX CREDITS, IN THE FOLLOWING TABLE: II -
TO TRANSFER THE BALANCE OF EUR 163,141,247.14 TO THE
ITEM PROFITS CARRIED FORWARD ; YEAR 2001 / DIVIDENDS
DISTRIBUTED: EUR 114,508,482.0 / DIVIDEND: EUR 0.85 WITH
A TAX CREDIT OF EUR 0.43 / TOTAL EARNINGS OF EUR 1.28;
YEAR 2002 / DIVIDENDS DISTRIBUTED: EUR 131,867,238.90 /
DIVIDEND: EUR 0.93 WITH A TAX CREDIT OF EUR 0.465 /
TOTAL EARNINGS: EUR 1.395; YEAR 2003 / DIVIDENDS
DISTRIBUTED: EUR 133,349,933.25 / DIVIDEND: EUR 0.93
WITH A TAX CREDIT OF EUR 0.465 / TOTAL EARNINGS OF EUR
1.395
PROPOSAL #O.3: APPROVAL OF THE CONSOLIDATED ACCOUNTS FOR ISSUER YES FOR N/A
2004; THE GENERAL MEETING, HAVING HEARD THE MANAGING
PARTNERS REPORT, THE AUDITORS REPORT AND THE REPORT OF
THE SUPERVISORY BOARD, HEREBY APPROVES THE CONSOLIDATED
ACCOUNTS FOR 2004 AND THE PROFIT OF EUR 527,162,667.51
RECORDED THEREIN
PROPOSAL #O.4: REGULATED AGREEMENTS; THE GENERAL ISSUER YES FOR N/A
MEETING, HAVING HEARD THE SPECIAL AUDITORS REPORT ON
THE AGREEMENTS DESCRIBED IN ARTICLE L 226-10 OF THE
FRENCH COMMERCIAL CODE, HEREBY APPROVES THE SAID REPORT
AND DULY RECORDS THAT THERE ARE NO SUCH AGREEMENTS TO BE
SUBMITTED FOR APPROVAL
PROPOSAL #O.5: TRANSFER OF EUR 200,000,000 FROM THE ISSUER YES FOR N/A
SPECIAL LONG-TERM CAPITAL GAINS RESERVE TO AN ORDINARY
RESERVE ACCOUNT; THE GENERAL MEETING, HAVING HEARD THE
MANAGING PARTNERS REPORT AND THE REPORT OF THE
SUPERVISORY BOARD, RESOLVES, FOR THE PURPOSE OF APPLYING
THE PROVISIONS OF ARTICLE 39-IV OF THE FRENCH FINANCIAL
LAW AMENDMENT FOR 2004, TO TRANSFER THE SUM OF EUR
200,000,000 FROM THE SPECIAL LONG-TERM CAPITAL GAINS
RESERVE TO AN ORDINARY RESERVE ACCOUNT; AT DECEMBER 31,
2004, THE SPECIAL LONG-TERM CAPITAL GAINS RESERVE
CONTAINED EUR 1,081,419,039; THE EXCEPTIONAL TAX
APPLYING TO THIS TRANSFER HAVING BEEN PAID FROM THE ITEM
PROFITS CARRIED FORWARD
PROPOSAL #O.6: APPOINTMENT OF A SUPERVISORY BOARD ISSUER YES FOR N/A
MEMBER; THE PROFIT OF EUR 527,162,667.51 RECORDED
THEREIN; THE GENERAL MEETING, HAVING HEARD THE MANAGING
PARTNERS REPORT AND THE REPORT OF THE SUPERVISORY
BOARD, APPOINTS MRS. LAURENCE PARISOT AS A MEMBER OF THE
SUPERVISORY BOARD FOR A PERIOD OF FIVE YEARS, THAT TERM
TO EXPIRE AT THE GENERAL MEETING CALLED IN 2010 FOR THE
ADOPTION OF THE ACCOUNTS FOR THE 2009 FINANCIAL YEAR
PROPOSAL #O.7: APPOINTMENT OF A SUPERVISORY BOARD ISSUER YES FOR N/A
MEMBER; THE GENERAL MEETING, HAVING HEARD THE MANAGING
PARTNERS REPORT AND THE REPORT OF THE SUPERVISORY
BOARD, APPOINTS MR. PATRICK COX AS A MEMBER OF THE
SUPERVISORY BOARD FOR A PERIOD OF FIVE YEARS, THAT TERM
TO EXPIRE AT THE GENERAL MEETING CALLED IN 2010 FOR THE
ADOPTION OF THE ACCOUNTS FOR THE 2009 FINANCIAL YEAR
PROPOSAL #O.8: AUTHORIZATION PERMITTING THE COMPANY TO ISSUER YES FOR N/A
TRANSACT ITS OWN SHARES ON THE STOCK MARKET; THE GENERAL
MEETING, HAVING HEARD THE MANAGING PARTNERS REPORT AND
THE REPORT OF THE SUPERVISORY BOARD, HEREBY AUTHORIZES
THE COMPANY TO TRANSACT ITS OWN SHARES IN ACCORDANCE
WITH ARTICLE L 225-209 OF THE FRENCH COMMERCIAL CODE,
SUBJECT TO THE FOLLOWING CONDITIONS: - THE MAXIMUM
PURCHASE PRICE SHALL BE EUR 70; - THE MINIMUM-SELLING
PRICE OF EUR 40; THE NUMBER OF SHARES PURCHASED SHALL
NOT EXCEED 10% OF THE TOTAL NUMBER OF EQUITY SHARES,
I.E. A MAXIMUM AMOUNT OF EUR 1,003,709,140; THE TERM OF
THIS AUTHORIZATION SHALL BE 18 MONTHS WITH EFFECT FROM
THE PRESENT DATE; IN CASE OF AN INCREASE IN CAPITAL BY
WAY OF THE INCORPORATION OF RESERVES AND THE ALLOTMENT
OF FREE SHARES, OR IN THE EVENT OF A SHARE SPLIT OR
SHARE COMBINATION, THE PRICES INDICATED ABOVE SHALL BE
ADJUSTED BY THE APPLICATION OF A MULTIPLIER COEFFICIENT
WHICH SHALL BE EQUAL TO THE RATIO BETWEEN THE NUMBER OF
EQUITY SHARES BEFORE AND AFTER THE OPERATION CONCERNED;
THE PURPOSE OF THIS AUTHORIZATION IS TO ENABLE THE
COMPANY TO USE THE OPPORTUNITIES PROVIDED UNDER THE
APPLICABLE LEGISLATION TO TRADE IN ITS OWN SHARES FOR
THE PURPOSE OF: THE RETENTION, SALE OR REMITTANCE BY WAY
OF EXCHANGE OR TRANSFER OF SHARES IN LIEU OF PAYMENT,
SPECIFICALLY FOR THE PURPOSES OF FINANCIAL TRANSACTIONS
SUCH AS ACQUISITIONS OR THE ISSUE OF SHARES CONFERRING
DIRECT OR INDIRECT ACCESS TO EQUITY CAPITAL; THE
GRANTING OF SHARES TO THE COMPANY'S SENIOR AND EXECUTIVE
MANAGERS, OR THOSE OF GROUP MEMBER COMPANIES IN THE
CONTEXT OF STOCK OPTION PURCHASES; THE CANCELLATION OF
SHARES, WHETHER IN WHOLE OR IN PART, FOR THE PURPOSES OF
OPTIMIZING THE COMPANY'S SHARE CAPITAL AND NET EARNINGS
PER SHARE; THE REGULARIZATION OF THE STOCK MARKET SHARE
PRICE OR SHARE LIQUIDITY BY AN INVESTMENT SERVICES
PROVIDER UNDER A LIQUIDITY CONTRACT DRAFTED IN
ACCORDANCE WITH THE ETHICAL PRACTICES CHARTER ADOPTED BY
THE AUTORITE DES MARCHES FINANCIERS; SHARES MAY BE
ACQUIRED AT ANY TIME, ON A SINGLE OCCASION OR ON A
NUMBER OF OCCASIONS, WHETHER IN THE MARKET, BY MUTUAL
AGREEMENT, OR BY ANY OTHER MEANS, AND MORE SPECIFICALLY
BY WAY OF THE TRANSFER OF BLOCKS OF SHARES, THE PURCHASE
OF SHARE OPTIONS OR THE USE OF DERIVATIVE PRODUCTS; FOR
THE PURPOSES REFERRED TO ABOVE, THE GENERAL MEETING
HEREBY ASSIGNS TO THE MANAGING PARTNERS, OR ANY ONE OF
THE MANAGING PARTNERS, FULL AUTHORITY TO ENTER INTO
CONTRACTS, COMPLETE ALL DECLARATIONS AND FORMALITIES
AND, MORE GENERALLY, TO CONDUCT ANY AND ALL MEASURES AS
SHALL BE NECESSARY FOR THE IMPLEMENTATION OF DECISIONS
TAKEN AS A RESULT OF THIS AUTHORIZATION; THIS
AUTHORIZATION SUPERSEDES THE RESOLUTION ADOPTED FOR THE
SAME PURPOSE BY THE ORDINARY GENERAL MEETING OF
STOCKHOLDERS HELD ON MAY 14, 2004
PROPOSAL #E.9: APPOINTMENT OF MR.MICHEL ROLLIER AS ISSUER YES FOR N/A
MANAGING PARTNER; THE GENERAL MEETING, HAVING HEARD THE
MANAGING PARTNERS REPORT AND THE REPORT OF THE
SUPERVISORY BOARD, HAVING TAKEN DUE NOTE OF THE CONSENT
OF EACH OF THE GENERAL PARTNERS, RULES THAT: THE
COMPAGNIE GENERALE DES ETABLISSEMENTS MICHELIN, OF WHICH
EDOUARD MICHELIN AND RENE ZINGRAFF ARE GENERAL
PARTNERS, WILL, FROM THIS DAY FORWARD, BE MANAGED AND
ADMINISTERED JOINTLY AND SEVERALLY BY THEMSELVES AND
MICHEL ROLLIER, WHO WILL BE APPOINTED AS GENERAL
PARTNER; EDOUARD MICHELIN, MICHEL ROLLIER AND RENE
ZINGRAFF WILL CARRY OUT THEIR DUTIES IN THE MANNER
PRESCRIBED IN, AND SUBJECT TO THE CONDITIONS SET OUT IN,
THE COMPANY'S ARTICLES OF ASSOCIATION; AND RULES
CONSEQUENTLY TO CHANGE ARTICLES 1 AND 3 OF THE COMPANY'S
ARTICLES OF ASSOCIATION, AS FOLLOWS: ARTICLE 1 - THE
TEXT OF PARAGRAPHS 2 AND 3 IS CHANGED TO READ AS
FOLLOWS: MONSIEUR EDOUARD MICHELIN, MONSIEUR MICHEL
ROLLIER AND MONSIEUR RENE ZINGRAFF, MANAGERS, OF THE
SOCIETE AUXILIAIRE DE GESTION -SAGES-, A SIMPLIFIED
STOCK COMPANY CAPITALIZED AT FORTY THOUSAND EURO, WHOSE
REGISTERED OFFICE IS AT CLERMONT-FERRAND EDOUARD
MICHELIN SHOULD CEASE, FOR ANY CAUSE WHATSOEVER, BEFORE
THOSE EXERCISED BY THE OTHER MANAGING PARTNERS, THE
COMPANY NAME AND SIGNATORY STATUS WILL, AS A DIRECT
RESULT OF THIS FACT, REVERT TO THE NAMES OF THOSE
MANAGING PARTNERS WHO REMAIN
PROPOSAL #E.10: SUPPRESSION OF THE STATUTORY NATIONALITY ISSUER YES FOR N/A
CONDITION TO OBTAIN A DOUBLE VOTING RIGHT; THE GENERAL
MEETING, HAVING HEARD THE MANAGING PARTNERS REPORT AND
THE REPORT OF THE SUPERVISORY BOARD, RESOLVES TO DELETE
THE NATIONALITY CONDITION CONTAINED IN THE COMPANY'S
ARTICLES OF ASSOCIATION WHICH PREVIOUSLY APPLIED TO THE
GRANTING OF DOUBLE VOTING RIGHTS TO STOCKHOLDERS AND,
CONSEQUENTLY, TO MODIFY THE TEXT OF ARTICLE 22 OF THE
COMPANY'S ARTICLES OF ASSOCIATION, AS FOLLOWS: ARTICLE
22 - PARAGRAPH 5 IS REPLACED BY THE FOLLOWING TEXT:
HOWEVER, THE HOLDERS OF ALL FULLY PAID-UP SHARES WHICH
HAVE BEEN HELD IN THE SAME STOCKHOLDER'S NAME FOR A
MINIMUM OF FOUR YEARS WILL BE GRANTED TWO VOTES PER
SHARE, WITHOUT LIMITATION; THESE VOTING RIGHTS MAY BE
EXERCISED EITHER BY THE STOCKHOLDERS CONCERNED OR BY
THEIR DULY APPOINTED PROXIES
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CINRAM INTERNATIONAL INC.
TICKER: CRW.TO CUSIP: 17252T105
MEETING DATE: 4/25/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: ELECT ISIDORE PHILOSOPHE, LEWIS RITCHIE, ISSUER NO N/A N/A
NORMAN MAY, HENRI ABOUTBOUL, PETER G. WHITE, DAVID
RUBENSTEIN, JOHN R. PRESTON, NADIR MOHAMED AS DIRECTORS
PROPOSAL #02: APPROVE KPMG LLP AS AUDITORS AND AUTHORIZE ISSUER NO N/A N/A
BOARD TO FIX REMUNERATION OF AUDITORS
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CIT GROUP INC.
TICKER: CIT CUSIP: 125581108
MEETING DATE: 5/11/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: MARIANNE MILLER PARRS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM M. FREEMAN ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: WILLIAM A. FARLINGER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: PETER J. TOBIN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN R. RYAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JEFFREY M. PEEK ISSUER YES FOR FOR
ELECTION OF DIRECTOR: HON. THOMAS H. KEAN ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: LOIS M. VAN DEUSEN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: TIMOTHY M. RING ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: GARY C. BUTLER ISSUER YES WITHHOLD AGAINST
PROPOSAL #02: RATIFICATION OF PRICEWATERHOUSECOOPERS LLP ISSUER YES FOR FOR
AS INDEPENDENT ACCOUNTS.
PROPOSAL #03: TO TRANSACT SUCH OTHER BUSINESS THAT MAY ISSUER YES AGAINST AGAINST
COME BEFORE THE MEETING.
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CITIGROUP INC.
TICKER: C CUSIP: 172967101
MEETING DATE: 4/19/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: KENNETH T. DERR ISSUER YES FOR FOR
ELECTION OF DIRECTOR: SANFORD I. WEILL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: KLAUS KLEINFELD ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R. HERNANDEZ RAMIREZ ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RICHARD D. PARSONS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT E. RUBIN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JUDITH RODIN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CHARLES PRINCE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT B. WILLUMSTAD ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GEORGE DAVID ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DUDLEY C. MECUM ISSUER YES FOR FOR
ELECTION OF DIRECTOR: C. MICHAEL ARMSTRONG ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ANNE MULCAHY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ANN DIBBLE JORDAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ALAIN J.P. BELDA ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN M. DEUTCH ISSUER YES FOR FOR
ELECTION OF DIRECTOR: FRANKLIN A. THOMAS ISSUER YES FOR FOR
PROPOSAL #02: PROPOSAL TO RATIFY THE SELECTION OF KPMG ISSUER YES FOR FOR
LLP AS CITIGROUP'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2005.
PROPOSAL #03: PROPOSAL TO APPROVE THE AMENDED AND ISSUER YES FOR FOR
RESTATED CITIGROUP 1999 STOCK INCENTIVE PLAN.
PROPOSAL #04: STOCKHOLDER PROPOSAL REQUESTING A CURB ON SHAREHOLDER YES AGAINST FOR
EXECUTIVE COMPENSATION, NO FUTURE STOCK OPTION GRANTS
AND NO RENEWALS OR EXTENSIONS OF OPTION PLANS.
PROPOSAL #05: STOCKHOLDER PROPOSAL REQUESTING A REPORT SHAREHOLDER YES ABSTAIN AGAINST
ON POLITICAL CONTRIBUTIONS.
PROPOSAL #06: STOCKHOLDER PROPOSAL REQUESTING THAT THE SHAREHOLDER YES AGAINST FOR
CHAIRMAN OF THE BOARD HAVE NO MANAGEMENT DUTIES, TITLES
OR RESPONSIBILITIES.
PROPOSAL #07: STOCKHOLDER PROPOSAL REQUESTING THAT CEO SHAREHOLDER YES AGAINST FOR
COMPENSATION BE LIMITED TO NO MORE THAN 100 TIMES THE
AVERAGE COMPENSATION PAID TO THE COMPANY'S NON-
MANAGERIAL WORKERS UNLESS PRIOR STOCKHOLDER APPROVAL IS
GRANTED.
PROPOSAL #08: STOCKHOLDER PROPOSAL REQUESTING ELECTION SHAREHOLDER YES AGAINST FOR
OF DIRECTOR NOMINEES BY A MAJORITY OF VOTES CAST.
PROPOSAL #09: STOCKHOLDER PROPOSAL REQUESTING A BY-LAW SHAREHOLDER YES AGAINST FOR
AMENDMENT PROHIBITING THE PAYMENT OF NON-DEDUCTIBLE
COMPENSATION TO ANY OFFICER UNLESS PRIOR STOCKHOLDER
APPROVAL IS GRANTED.
PROPOSAL #10: STOCKHOLDER PROPOSAL REQUESTING THAT A SHAREHOLDER YES FOR AGAINST
SIMPLE MAJORITY VOTE APPLY ON EACH ISSUE THAT CAN BE
SUBJECT TO A SHAREHOLDER VOTE.
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: COMCAST CORPORATION
TICKER: CMCSA CUSIP: 20030N101
MEETING DATE: 6/1/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: JULIAN A. BRODSKY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RALPH J. ROBERTS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: S. DECKER ANSTROM ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MICHAEL I. SOVERN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: KENNETH J. BACON ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: JOSEPH J. COLLINS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J. MICHAEL COOK ISSUER YES FOR FOR
ELECTION OF DIRECTOR: EDWARD D. BREEN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: BRIAN L. ROBERTS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DR. JUDITH RODIN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: SHELDON M. BONOVITZ ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOSEPH L. CASTLE, II ISSUER YES FOR FOR
PROPOSAL #02: INDEPENDENT AUDITORS. ISSUER YES FOR FOR
PROPOSAL #03: 2002 RESTRICTED STOCK PLAN. ISSUER YES FOR FOR
PROPOSAL #04: DISCLOSE POLITICAL CONTRIBUTIONS. SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #05: REQUIRE THAT THE CHAIRMAN OF THE BOARD NOT SHAREHOLDER YES AGAINST FOR
HAVE MANAGERIAL RESPONSIBILITIES.
PROPOSAL #06: ELIMINATE SHAREHOLDER RIGHTS PLAN UNLESS SHAREHOLDER YES FOR AGAINST
SHAREHOLDER APPROVAL IS RECEIVED.
PROPOSAL #07: ADOPT A RECAPITALIZATION PLAN. SHAREHOLDER YES FOR AGAINST
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CONTINENTAL AIRLINES, INC.
TICKER: CAL CUSIP: 210795308
MEETING DATE: 6/16/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: DOUGLAS H. MCCORKINDALE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GEORGE G.C. PARKER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: HENRY L. MEYER III ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JEFFERY A. SMISEK ISSUER YES FOR FOR
ELECTION OF DIRECTOR: KAREN HASTIE WILLIAMS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: KIRBYJON H. CALDWELL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LAWRENCE W. KELLNER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: OSCAR MUNOZ ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RONALD B. WOODARD ISSUER YES FOR FOR
ELECTION OF DIRECTOR: THOMAS J. BARRACK, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CHARLES A. YAMARONE ISSUER YES FOR FOR
PROPOSAL #02: PROPOSAL TO RE-APPROVE THE MATERIAL TERMS ISSUER YES FOR FOR
OF THE PERFORMANCE GOAL UNDER THE PERFORMANCE AWARD
PROVISIONS OF THE INCENTIVE PLAN 2000
PROPOSAL #03: RATIFICATION OF INDEPENDENT AUDITORS ISSUER YES FOR FOR
PROPOSAL #04: PLEASE MARK THE FOR BOX ONLY IF ANY ISSUER YES AGAINST N/A
STOCK OWNED OF RECORD OR BENEFICIALLY BY YOU IS OWNED OR
CONTROLLED BY NON-U.S. CITIZENS (AS DEFINED IN THE
PROXY STATEMENT).
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: DEVON ENERGY CORPORATION
TICKER: DVN CUSIP: 25179M103
MEETING DATE: 6/8/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: JOHN A. HILL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT A. MOSBACHER JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM J. JOHNSON ISSUER YES FOR FOR
PROPOSAL #02: RATIFY THE APPOINTMENT OF KPMG LLP AS THE ISSUER YES FOR FOR
COMPANY'S INDEPENDENT AUDITORS FOR THE YEAR ENDING
DECEMBER 31, 2005
PROPOSAL #03: ADOPTION OF THE DEVON ENERGY CORPORATION ISSUER YES FOR FOR
2005 LONG-TERM INCENTIVE PLAN
PROPOSAL #04: REVISED DIRECTOR ELECTION VOTE STANDARD SHAREHOLDER YES AGAINST FOR
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: DEX MEDIA, INC.
TICKER: DEX CUSIP: 25212E100
MEETING DATE: 5/18/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: GEORGE A. BURNETT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R. GLENN HUBBARD ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RUSSELL T. LEWIS ISSUER YES FOR FOR
PROPOSAL #02: TO RATIFY THE SELECTION OF KPMG LLP AS DEX ISSUER YES FOR FOR
MEDIA'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE YEAR ENDING DECEMBER 31, 2005.
PROPOSAL #03: TO CONDUCT ANY OTHER BUSINESS WHICH MAY BE ISSUER YES AGAINST AGAINST
PROPERLY BROUGHT BEFORE THE ANNUAL MEETING OR ANY
ADJOURNMENT OR POSTPONEMENT THEREOF.
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: EATON CORPORATION
TICKER: ETN CUSIP: 278058102
MEETING DATE: 4/27/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: JOHN R. MILLER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: NED C. LAUTENBACH ISSUER YES FOR FOR
ELECTION OF DIRECTOR: VICTOR A. PELSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GREGORY R. PAGE ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF ERNST & ISSUER YES FOR FOR
YOUNG LLP AS INDEPENDENT AUDITORS FOR 2005.
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ENCANA CORPORATION
TICKER: ECA CUSIP: 292505104
MEETING DATE: 4/27/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: JANE L. PEVERETT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM R. FATT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: VALERIE A.A. NIELSEN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RALPH S. CUNNINGHAM ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MICHAEL A. GRANDIN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MICHAEL N. CHERNOFF ISSUER YES FOR FOR
ELECTION OF DIRECTOR: KEN F. MCCREADY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: BARRY W. HARRISON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: IAN W. DELANEY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: PATRICK D. DANIEL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GWYN MORGAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DENNIS A. SHARP ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DAVID P. O'BRIEN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DALE A. LUCAS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAMES M. STANFORD ISSUER YES FOR FOR
PROPOSAL #02: APPOINTMENT OF AUDITORS - ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS LLP AT A REMUNERATION TO BE FIXED
BY THE BOARD OF DIRECTORS
PROPOSAL #03: APPROVAL OF AMENDMENT TO EMPLOYEE STOCK ISSUER YES FOR FOR
OPTION PLAN (SEE PAGES 10-11 OF THE ACCOMPANYING
INFORMATION CIRCULAR)
PROPOSAL #04: APPROVAL OF SPECIAL RESOLUTION REGARDING ISSUER YES FOR FOR
TWO-FOR-ONE SHARE SPLIT (SEE PAGES 11-12 OF THE
ACCOMPANYING INFORMATION CIRCULAR)
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ENDO PHARMACEUTICALS HOLDINGS INC.
TICKER: ENDP CUSIP: 29264F205
MEETING DATE: 5/19/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: MICHAEL W. MITCHELL ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: ROGER H. KIMMEL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: PETER A. LANKAU ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MICHAEL HYATT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MICHAEL B. GOLDBERG ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CAROL A. AMMON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J.T. O'DONNELL, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DAVID I. WAHRHAFTIG ISSUER YES FOR FOR
ELECTION OF DIRECTOR: C.A. MEANWELL M.D. PHD ISSUER YES FOR FOR
ELECTION OF DIRECTOR: BRIAN T. CLINGEN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: FRANK J. LOVERRO ISSUER YES FOR FOR
PROPOSAL #02: TO RATIFY THE APPOINTMENT OF DELOITTE & ISSUER YES FOR FOR
TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE COMPANY'S FISCAL YEAR ENDING
DECEMBER 31, 2005.
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ENGELHARD CORPORATION
TICKER: EC CUSIP: 292845104
MEETING DATE: 5/5/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: BARRY W. PERRY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DOUGLAS G. WATSON ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF ERNST & ISSUER YES FOR FOR
YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM.
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: EVEREST RE GROUP, LTD.
TICKER: RE CUSIP: G3223R108
MEETING DATE: 5/25/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: WILLIAM F. GALTNEY, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: THOMAS J. GALLAGHER ISSUER YES FOR FOR
PROPOSAL #02: TO APPOINT PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR FOR
THE COMPANY'S INDEPENDENT AUDITORS FOR THE YEAR ENDING
DECEMBER 31, 2005 AND AUTHORIZE THE BOARD OF DIRECTORS
ACTING BY THE AUDIT COMMITTEE OF THE BOARD TO SET THE
FEES FOR THE INDEPENDENT AUDITORS.
PROPOSAL #03: TO APPROVE AN AMENDMENT TO THE EVEREST RE ISSUER YES FOR FOR
GROUP, LTD. 2003 NON-EMPLOYEE DIRECTOR EQUITY
COMPENSATION PLAN.
PROPOSAL #04: TO APPROVE AN AMENDMENT TO THE EVEREST RE ISSUER YES FOR FOR
GROUP, LTD. EXECUTIVE PERFORMANCE ANNUAL INCENTIVE PLAN.
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FAIRCHILD SEMICONDUCTOR INTL., INC.
TICKER: FCS CUSIP: 303726103
MEETING DATE: 5/4/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: RONALD W. SHELLY ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: THOMAS L. MAGNANTI ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: ROBERT F. FRIEL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: KIRK P. POND ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOSEPH R. MARTIN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CHARLES P. CARINALLI ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CHARLES M. CLOUGH ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: BRYAN R. ROUB ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM N. STOUT ISSUER YES WITHHOLD AGAINST
PROPOSAL #02: PROPOSAL TO AMEND AND APPROVE THE ISSUER YES AGAINST AGAINST
FAIRCHILD SEMICONDUCTOR STOCK PLAN.
PROPOSAL #03: PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG ISSUER YES FOR FOR
LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR 2005.
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FEDERAL HOME LOAN MORTGAGE CORPORATI
TICKER: FRE CUSIP: 313400301
MEETING DATE: 11/4/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: RONALD F. POE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM J. TURNER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM M. LEWIS, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: THOMAS S. JOHNSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: STEPHEN A. ROSS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: SHAUN F. O'MALLEY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RICHARD KARL GOELTZ ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RICHARD F. SYRON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MICHELLE ENGLER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN B. MCCOY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GEOFFREY T. BOISI ISSUER YES FOR FOR
ELECTION OF DIRECTOR: BARBARA T. ALEXANDER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: EUGENE M. MCQUADE ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF APPOINTMENT OF ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITORS FOR
THE YEAR 2004
PROPOSAL #03: APPROVAL OF THE 2004 STOCK COMPENSATION ISSUER YES FOR FOR
PLAN
PROPOSAL #04: APPROVAL OF THE AMENDED AND RESTATED ISSUER YES FOR FOR
EMPLOYEE STOCK PURCHASE PLAN
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FLEXTRONICS INTERNATIONAL LTD.
TICKER: FLEX CUSIP: Y2573F102
MEETING DATE: 9/23/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: MICHAEL E. MARKS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MICHAEL J. MORITZ ISSUER YES FOR FOR
PROPOSAL #02: RE-APPOINTMENT OF PATRICK FOLEY AS A ISSUER YES FOR FOR
DIRECTOR OF THE COMPANY.
PROPOSAL #03: TO APPOINT DELOITTE & TOUCHE LLP AS ISSUER YES FOR FOR
INDEPENDENT AUDITORS OF THE COMPANY FOR THE FISCAL YEAR
ENDING MARCH 31, 2005.
PROPOSAL #04: TO APPROVE AN AMENDMENT TO THE COMPANY'S ISSUER YES FOR FOR
1997 EMPLOYEE SHARE PURCHASE PLAN.
PROPOSAL #05: TO APPROVE AMENDMENTS TO THE COMPANY'S ISSUER YES FOR FOR
2001 EQUITY INCENTIVE PLAN.
PROPOSAL #06: TO APPROVE AN AMENDMENT TO THE COMPANY'S ISSUER YES FOR FOR
2001 EQUITY INCENTIVE PLAN TO ALLOW FOR ISSUANCES OF
STOCK BONUSES.
PROPOSAL #07: TO APPROVE THE CONSOLIDATION OF ORDINARY ISSUER YES FOR FOR
SHARES AVAILABLE UNDER OUR ASSUMED PLANS INTO OUR 2001
EQUITY INCENTIVE PLAN.
PROPOSAL #08: TO APPROVE THE AUTHORIZATION FOR THE ISSUER YES FOR FOR
DIRECTORS OF THE COMPANY TO ALLOT AND ISSUE ORDINARY
SHARES.
PROPOSAL #09: TO APPROVE THE AUTHORIZATION FOR THE ISSUER YES FOR FOR
COMPANY TO PROVIDE $37,200 OF ANNUAL CASH COMPENSATION
TO EACH OF ITS NON-EMPLOYEE DIRECTORS.
PROPOSAL #10: TO APPROVE THE AUTHORIZATION FOR THE ISSUER YES FOR FOR
COMPANY TO PROVIDE AN ADDITIONAL $10,000 OF ANNUAL CASH
COMPENSATION FOR EACH OF ITS NON-EMPLOYEE DIRECTORS FOR
COMMITTEE PARTICIPATION.
PROPOSAL #11: TO APPROVE THE AUTHORIZATION OF THE ISSUER YES FOR FOR
PROPOSED RENEWAL OF THE SHARE REPURCHASE MANDATE
RELATING TO ACQUISITIONS BY THE COMPANY OF ITS OWN
ISSUED ORDINARY SHARES.
PROPOSAL #12: TO APPROVE THE AUTHORIZATION OF THE ISSUER YES FOR FOR
PROPOSAL APPROVAL OF A BONUS ISSUE.
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FOOT LOCKER, INC.
TICKER: FL CUSIP: 344849104
MEETING DATE: 5/25/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: PURDY CRAWFORD* ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: PHILIP H. GEIER JR.* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: NICHOLAS DIPAOLO* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ALAN D. FELDMAN** ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF APPOINTMENT OF INDEPENDENT ISSUER YES FOR FOR
ACCOUNTANTS.
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FREESCALE SEMICONDUCTOR, INC.
TICKER: FSL CUSIP: 35687M107
MEETING DATE: 4/29/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: H. RAYMOND BINGHAM ISSUER YES FOR FOR
ELECTION OF DIRECTOR: STEPHEN P. KAUFMAN ISSUER YES FOR FOR
PROPOSAL #02: TO APPROVE AMENDMENTS TO OUR AMENDED AND ISSUER YES FOR FOR
RESTATED CERTIFICATE OF INCORPORATION.
PROPOSAL #03: TO APPROVE AMENDMENTS TO OUR AMENDED AND ISSUER YES FOR FOR
RESTATED BY-LAWS.
PROPOSAL #04: TO APPROVE OUR OMNIBUS INCENTIVE PLAN OF ISSUER YES FOR FOR
2005.
PROPOSAL #05: TO RATIFY THE APPOINTMENT OF THE ISSUER YES FOR FOR
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF KPMG
LLP, OUR INDEPENDENT AUDITORS, FOR FISCAL 2005.
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: GANNETT CO., INC.
TICKER: GCI CUSIP: 364730101
MEETING DATE: 4/14/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: DONNA E. SHALALA ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LOUIS D. BOCCARDI ISSUER YES FOR FOR
PROPOSAL #02: PROPOSAL TO RATIFY ERNST & YOUNG LLP AS ISSUER YES FOR FOR
THE COMPANY'S AUDITORS.
PROPOSAL #03: SHAREHOLDER PROPOSAL CONCERNING SHAREHOLDER YES AGAINST FOR
PERFORMANCE-BASED OPTIONS.
PROPOSAL #04: SHAREHOLDER PROPOSAL CONCERNING DIRECTOR SHAREHOLDER YES AGAINST FOR
ELECTION MAJORITY VOTE STANDARD.
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: GLAXOSMITHKLINE PLC
TICKER: GSK CUSIP: 37733W105
MEETING DATE: 5/25/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O1: DIRECTORS REPORT AND FINANCIAL STATEMENTS ISSUER YES FOR FOR
PROPOSAL #O2: REMUNERATION REPORT ISSUER YES FOR FOR
PROPOSAL #O3: TO ELECT SIR CHRISTOPHER GENT AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #O4: TO ELECT SIR DERYCK MAUGHAN AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #O5: TO ELECT MR JULIAN HESLOP AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #O6: TO RE-ELECT DR JEAN-PIERRE GARNIER AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #O7: TO RE-ELECT SIR IAN PROSSER AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #O8: TO RE-ELECT DR RONALDO SCHMITZ AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #O9: TO RE-ELECT DR LUCY SHAPIRO AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #O10: RE-APPOINTMENT OF AUDITORS ISSUER YES FOR FOR
PROPOSAL #O11: REMUNERATION OF AUDITORS ISSUER YES FOR FOR
PROPOSAL #S12: TO AUTHORISE THE COMPANY TO MAKE ISSUER YES FOR FOR
DONATIONS TO EU POLITICAL ORGANISATIONS AND INCUR EU
POLITICAL EXPENDITURE
PROPOSAL #S13: DISAPPLICATION OF PRE-EMPTION RIGHTS ISSUER YES FOR FOR
PROPOSAL #S14: AUTHORITY FOR THE COMPANY TO PURCHASE ITS ISSUER YES FOR FOR
OWN SHARES
PROPOSAL #S15: INSERTION OF NEW ARTICLE 48A INTO ISSUER YES FOR FOR
ARTICLES OF ASSOCIATION
PROPOSAL #S16: DELETION OF ARTICLE 154.2 OF ARTICLES OF ISSUER YES FOR FOR
ASSOCIATION
PROPOSAL #S17: AMENDMENT OF ARTICLE 81 OF ARTICLES OF ISSUER YES FOR FOR
ASSOCIATION
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: GLAXOSMITHKLINE PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/25/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND ADOPT THE DIRECTORS REPORT ISSUER YES FOR N/A
AND THE FINANCIAL STATEMENTS FOR THE YE 31 DEC 2004
PROPOSAL #2.: APPROVE THE REMUNERATION REPORT FOR THE YE ISSUER YES FOR N/A
31 DEC 2004
PROPOSAL #3.: ELECT SIR CHRISTOPHER GENT AS A DIRECTOR ISSUER YES FOR N/A
OF THE COMPANY
PROPOSAL #4.: ELECT SIR DERYCK MAUGHAN AS A DIRECTOR OF ISSUER YES FOR N/A
THE COMPANY
PROPOSAL #5.: ELECT MR. JULIAN HESLOP AS A DIRECTOR OF ISSUER YES FOR N/A
THE COMPANY
PROPOSAL #6.: RE-ELECT DR. JEAN-PIERRE GARNIER AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY
PROPOSAL #7.: RE-ELECT SIR IAN PROSSER AS A DIRECTOR OF ISSUER YES FOR N/A
THE COMPANY
PROPOSAL #8.: RE-ELECT DR. RONALDO SCHMITZ AS A DIRECTOR ISSUER YES FOR N/A
OF THE COMPANY
PROPOSAL #9.: RE-ELECT DR. LUCY SHAPIRO AS A DIRECTOR OF ISSUER YES FOR N/A
THE COMPANY
PROPOSAL #10.: AUTHORIZE THE AUDIT COMMITTEE TO RE- ISSUER YES FOR N/A
APPOINT PRICEWATERHOUSECOOPERS LLP AS A AUDITORS TO THE
COMPANY TO HOLD OFFICE FROM THE CONCLUSION OF THE
MEETING TO THE CONCLUSION OF THE NEXT MEETING AT WHICH
ACCOUNTS ARE LAID BEFORE THE COMPANY
PROPOSAL #11.: AUTHORIZE THE AUDIT COMMITTEE TO ISSUER YES FOR N/A
DETERMINE THE REMUNERATION OF THE AUDITORS
PROPOSAL #12.: AUTHORIZE THE COMPANY, IN ACCORDANCE WITH ISSUER YES FOR N/A
347C OF THE COMPANIES ACT 1985, TO MAKE DONATIONS TO EU
POLITICAL ORGANIZATION AND TO INCUR EU POLITICAL
EXPENDITURE UP TO A MAXIMUM AGGREGATE AMOUNT OF GBP
50,000; AUTHORITY EXPIRES EARLIER THE CONCLUSION OF THE
NEXT AGM IN 2006 OR 24 NOV 2006
PROPOSAL #S.13: AUTHORIZE THE DIRECTORS, FOR THE ISSUER YES FOR N/A
PURPOSES OF ARTICLE 12 OF THE COMPANY'S ARTICLES OF
ASSOCIATION AND PURSUANT TO SECTION 95 OF THE COMPANIES
ACT 1985, TO ALLOT EQUITY SECURITIES SECTION 94 OF THE
ACT FOR CASH PURSUANT TO THE AUTHORITY CONFERRED BY
RESOLUTION 20 PASSED AT THE AGM HELD ON 21 MAY 2001,
DISAPPLYING THE STATUTORY PRE-EMPTION RIGHTS SECTION
89(1) , PROVIDED THAT THIS POWER IS LIMITED TO THE
ALLOTMENT OF EQUITY SECURITIES: A) IN CONNECTION WITH A
RIGHTS ISSUE AS DEFINED IN ARTICLE 12.5 OF THE
COMPANY'S ARTICLES OF ASSOCIATION PROVIDED THAT AN
OFFER OF EQUITY SECURITIES PURSUANT TO ANY SUCH RIGHTS
ISSUE NEED NOT BE OPEN TO ANY SHAREHOLDER HOLDING
ORDINARY SHARES AS TREASURY SHARES; AND B) UP TO AN
AGGREGATE NOMINAL AMOUNT OF GBP 73,301,955; AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF
THE COMPANY IN 2006 OR ON 24 NOV 2006 ; AND THE
DIRECTORS TO ALLOT EQUITY SECURITIES AFTER THE EXPIRY OF
THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR
AGREEMENT MADE PRIOR TO SUCH EXPIRY
PROPOSAL #S.14: AUTHORIZE THE COMPANY, FOR THE PURPOSE ISSUER YES FOR N/A
OF SECTION 166 OF THE COMPANIES ACT 1985, TO MAKE MARKET
PURCHASES SECTION 163 OF THE ACT OF UP TO 586,415,642
ORDINARY SHARES OF 25P EACH, AT A MINIMUM PRICE OF 25P
AND UP TO 105% OF THE AVERAGE MIDDLE MARKET QUOTATIONS
FOR SUCH SHARES DERIVED FROM THE LONDON STOCK EXCHANGE
DAILY OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS;
AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE
NEXT AGM OF THE COMPANY HELD IN 2006 OR ON 24 NOV 2006 ;
THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO
PURCHASE ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED
WHOLLY OR PARTLY AFTER SUCH EXPIRY
PROPOSAL #S.15: AMEND ARTICLE 48A OF THE ARTICLES OF ISSUER YES FOR N/A
ASSOCIATION
PROPOSAL #S.16: AMEND THE ARTICLE 154.2 OF THE ARTICLES ISSUER YES FOR N/A
OF ASSOCIATION
PROPOSAL #S.17: AMEND THE ARTICLE 81 OF THE ARTICLE OF ISSUER YES FOR N/A
ASSOCIATION
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: GOODRICH CORPORATION
TICKER: GR CUSIP: 382388106
MEETING DATE: 4/19/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: WILLIAM R. HOLLAND ISSUER YES FOR FOR
ELECTION OF DIRECTOR: HARRIS E. DELOACH, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAMES R. WILSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAMES W. GRIFFITH ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DOUGLAS E. OLESEN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DIANE C. CREEL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ALFRED M. RANKIN, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: A. THOMAS YOUNG ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MARSHALL O. LARSEN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GEORGE A. DAVIDSON, JR. ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF ERNST & ISSUER YES FOR FOR
YOUNG LLP AS INDEPENDENT AUDITORS FOR THE YEAR 2005.
PROPOSAL #03: APPROVE AN AMENDMENT AND RESTATEMENT OF ISSUER YES FOR FOR
THE 2001 STOCK OPTION PLAN.
PROPOSAL #04: APPROVE AN AMENDMENT AND RESTATEMENT OF ISSUER YES FOR FOR
THE SENIOR EXECUTIVE MANAGEMENT INCENTIVE PLAN.
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: HEALTH NET, INC.
TICKER: HNT CUSIP: 42222G108
MEETING DATE: 5/12/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: THOMAS T. FARLEY ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: THEODORE F. CRAVER, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROGER F. GREAVES ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: PATRICK FOLEY ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: JAY M. GELLERT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GALE S. FITZGERALD ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: BRUCE G. WILLISON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: FREDERICK C. YEAGER ISSUER YES WITHHOLD AGAINST
PROPOSAL #02: TO APPROVE THE HEALTH NET, INC. 2006 ISSUER YES AGAINST AGAINST
EXECUTIVE OFFICER INCENTIVE PLAN.
PROPOSAL #03: TO APPROVE THE HEALTH NET, INC. 2005 LONG- ISSUER YES FOR FOR
TERM INCENTIVE PLAN.
PROPOSAL #04: TO RATIFY THE SELECTION OF DELOITTE & ISSUER YES FOR FOR
TOUCHE LLP AS HEALTH NET'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTANTS.
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: HUHTAMAKI OY
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/30/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ADOPT THE ACCOUNTS ISSUER YES FOR N/A
PROPOSAL #1.2: APPROVE THE ACTIONS ON PROFIT AND LOSS ISSUER YES FOR N/A
AND APPROVE TO PAY A DIVIDEND OF EUR 0.38 PER SHARE
PROPOSAL #1.3: GRANT DISCHARGE FROM LIABILITY ISSUER YES FOR N/A
PROPOSAL #1.4: APPROVE THE REMUNERATION OF BOARD MEMBERS ISSUER YES FOR N/A
PROPOSAL #1.5: APPROVE THE REMUNERATION OF THE AUDITORS ISSUER YES FOR N/A
PROPOSAL #1.6: APPROVE THE COMPOSITION OF THE BOARD ISSUER YES FOR N/A
PROPOSAL #1.7: ELECT THE AUDITORS S ISSUER YES FOR N/A
PROPOSAL #2.: AUTHORIZE THE BOARD TO DECIDE ON DISPOSING ISSUER YES FOR N/A
COMPANY'S OWN SHARES WITH A RIGHT TO DEVIATE FROM
SHAREHOLDERS PRE-EMPTIVE RIGHT
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: IHC CALAND NV
TICKER: N/A CUSIP: N/A
MEETING DATE: 2/11/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: OPENING ISSUER NO N/A N/A
PROPOSAL #2.: APPROVE THE SALE OF THE DUTCH SHIPYARDS ISSUER NO N/A N/A
PROPOSAL #3.: AMEND THE ARTICLES OF ASSOCIATION ISSUER NO N/A N/A
INCLUDING AN AUTHORIZATION TO EXECUTE THE NOTARIAL DEED
OF AMENDMENT
PROPOSAL #4.: APPROVE TO ADOPT ENGLISH LANGUAGE AS THE ISSUER NO N/A N/A
LANGUAGE FOR THE ANNUAL REPORT OF THE BOARD OF
MANAGEMENT AND THE ANNUAL ACCOUNTS OF THE COMPANY
PROPOSAL #5.: APPROVE TO PUBLICIZE THE MINUTES OF THE ISSUER NO N/A N/A
SHAREHOLDERS MEETING ON THE WEBSITE OF THE COMPANY
PROPOSAL #6.: ANY OTHER BUSINESS ISSUER NO N/A N/A
PROPOSAL #7.: CLOSURE ISSUER NO N/A N/A
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: INDYMAC BANCORP, INC.
TICKER: NDE CUSIP: 456607100
MEETING DATE: 4/27/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: LYLE E. GRAMLEY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: HUGH M. GRANT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAMES R. UKROPINA ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MICHAEL W. PERRY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: PATRICK C. HADEN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT L. HUNT II ISSUER YES FOR FOR
ELECTION OF DIRECTOR: SENATOR JOHN SEYMOUR ISSUER YES FOR FOR
ELECTION OF DIRECTOR: TERRANCE G. HODEL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LOUIS E. CALDERA ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF APPOINTMENT OF INDYMAC'S ISSUER YES FOR FOR
INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31,
2005.
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: INTERNATIONAL BUSINESS MACHINES CORP
TICKER: IBM CUSIP: 459200101
MEETING DATE: 4/26/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: L.A. NOTO ISSUER YES FOR FOR
ELECTION OF DIRECTOR: S.J. PALMISANO ISSUER YES FOR FOR
ELECTION OF DIRECTOR: S. TAUREL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: M.L. ESKEW ISSUER YES FOR FOR
ELECTION OF DIRECTOR: L.H. ZAMBRANO ISSUER YES FOR FOR
ELECTION OF DIRECTOR: K.I. CHENAULT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: C. BLACK ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J. DORMANN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: C.M. VEST ISSUER YES FOR FOR
ELECTION OF DIRECTOR: C.F. KNIGHT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: C. GHOSN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J.E. SPERO ISSUER YES FOR FOR
ELECTION OF DIRECTOR: M. MAKIHARA ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF APPOINTMENT OF INDEPENDENT ISSUER YES FOR FOR
REGISTERED PUBLIC ACCOUNTING FIRM (PAGE 24)
PROPOSAL #03: STOCKHOLDER PROPOSAL ON--CUMULATIVE VOTING SHAREHOLDER YES AGAINST FOR
(PAGE 25)
PROPOSAL #04: STOCKHOLDER PROPOSAL ON--PENSION AND SHAREHOLDER YES AGAINST FOR
RETIREMENT MEDICAL (PAGE 25)
PROPOSAL #05: STOCKHOLDER PROPOSAL ON--EXECUTIVE SHAREHOLDER YES AGAINST FOR
COMPENSATION (PAGE 27)
PROPOSAL #06: STOCKHOLDER PROPOSAL ON--EXPENSING STOCK SHAREHOLDER YES FOR AGAINST
OPTIONS (PAGE 28)
PROPOSAL #07: STOCKHOLDER PROPOSAL ON--DISCLOSURE OF SHAREHOLDER YES AGAINST FOR
EXECUTIVE COMPENSATION (PAGE 29)
PROPOSAL #08: STOCKHOLDER PROPOSAL ON--OFFSHORING (PAGE SHAREHOLDER YES ABSTAIN AGAINST
30)
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: IPC HOLDINGS, LTD.
TICKER: IPCR CUSIP: G4933P101
MEETING DATE: 6/10/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: JAMES P. BRYCE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: KENNETH L. HAMMOND ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOSEPH C.H. JOHNSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DR. THE HON C.E. JAMES ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ANTHONY M. PILLING ISSUER YES FOR FOR
ELECTION OF DIRECTOR: FRANK MUTCH ISSUER YES FOR FOR
PROPOSAL #02: APPROVAL OF AMENDMENTS TO THE IPC ISSUER YES FOR FOR
HOLDINGS, LTD. STOCK OPTION PLAN.
PROPOSAL #03: APPOINTMENT AND REMUNERATION OF ISSUER YES FOR FOR
INDEPENDENT AUDITORS: TO APPOINT THE FIRM OF KPMG AS THE
COMPANY'S INDEPENDENT AUDITORS TO SERVE UNTIL THE
COMPANY'S NEXT ANNUAL GENERAL MEETING OF SHAREHOLDERS
AND TO AUTHORIZE THE AUDIT COMMITTEE TO SET THE
COMPENSATION FOR THE COMPANY'S INDEPENDENT AUDITORS.
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: LAM RESEARCH CORPORATION
TICKER: LRCX CUSIP: 512807108
MEETING DATE: 11/4/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: ROBERT M. BERDAHL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DAVID G. ARSCOTT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GRANT M. INMAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JACK R. HARRIS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAMES W. BAGLEY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RICHARD J. ELKUS, JR. ISSUER YES FOR FOR
PROPOSAL #02: PROPOSAL TO RATIFY THE APPOINTMENT OF ISSUER YES FOR FOR
ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM OF THE COMPANY FOR THE FISCAL YEAR 2005.
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: LEAR CORPORATION
TICKER: LEA CUSIP: 521865105
MEETING DATE: 5/5/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: CONRAD L. MALLETT JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAMES H. VANDENBERGHE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT E. ROSSITER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ANNE K. BINGAMAN ISSUER YES FOR FOR
PROPOSAL #02: RATIFY THE APPOINTMENT OF ERNST & YOUNG ISSUER YES FOR FOR
LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR 2005.
PROPOSAL #03: APPROVE THE LEAR CORPORATION ANNUAL ISSUER YES FOR FOR
INCENTIVE COMPENSATION PLAN.
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: MBNA CORPORATION
TICKER: KRB CUSIP: 55262L100
MEETING DATE: 5/2/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: STUART L. MARKOWITZ ISSUER YES FOR FOR
ELECTION OF DIRECTOR: BENJAMIN R. CIVILETTI ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: WILLIAM L. JEWS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM B. MILSTEAD ISSUER YES FOR FOR
ELECTION OF DIRECTOR: THOMAS G. MURDOUGH, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MARY M. BOIES ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LAURA S. UNGER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RANDOLPH D. LERNER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: BRUCE L. HAMMONDS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAMES H. BERICK ISSUER YES WITHHOLD AGAINST
PROPOSAL #02: RATIFICATION OF APPOINTMENT OF INDEPENDENT ISSUER YES FOR FOR
AUDITORS
PROPOSAL #03: STOCKHOLDER PROPOSAL SHAREHOLDER YES FOR AGAINST
PROPOSAL #04: STOCKHOLDER PROPOSAL SHAREHOLDER YES AGAINST FOR
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: MICROSOFT CORPORATION
TICKER: MSFT CUSIP: 594918104
MEETING DATE: 11/9/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: DAVID F. MARQUARDT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM H. GATES III ISSUER YES FOR FOR
ELECTION OF DIRECTOR: STEVEN A. BALLMER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RAYMOND V. GILMARTIN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JON A. SHIRLEY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: HELMUT PANKE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CHARLES H. NOSKI ISSUER YES FOR FOR
ELECTION OF DIRECTOR: A. MCLAUGHLIN KOROLOGOS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAMES I. CASH JR. ISSUER YES FOR FOR
PROPOSAL #02: ADOPTION OF THE AMENDMENTS TO THE 2001 ISSUER YES FOR FOR
STOCK PLAN AND THE 1991 STOCK OPTION PLAN
PROPOSAL #03: ADOPTION OF THE AMENDMENTS TO THE 1999 ISSUER YES FOR FOR
STOCK PLAN FOR NON-EMPLOYEE DIRECTORS, THE STOCK OPTION
PLAN FOR NON-EMPLOYEE DIRECTORS AND THE STOCK OPTION
PLAN FOR CONSULTANTS AND ADVISORS
PROPOSAL #04: APPROVAL OF MATERIAL TERMS OF THE ISSUER YES FOR FOR
PERFORMANCE CRITERIA FOR AWARDS UNDER THE 2001 STOCK PLAN
PROPOSAL #05: RATIFICATION OF THE SELECTION OF DELOITTE ISSUER YES FOR FOR
& TOUCHE LLP AS THE COMPANY'S INDEPENDENT AUDITOR
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: MORGAN STANLEY
TICKER: MWD CUSIP: 617446448
MEETING DATE: 3/15/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: CHARLES F. KNIGHT ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: MILES L. MARSH ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: LAURA D'ANDREA TYSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN E. JACOB ISSUER YES WITHHOLD AGAINST
PROPOSAL #02: TO RATIFY THE APPOINTMENT OF DELOITTE & ISSUER YES FOR FOR
TOUCHE LLP AS INDEPENDENT AUDITORS.
PROPOSAL #03: TO AMEND THE CERTIFICATE OF INCORPORATION ISSUER YES FOR FOR
TO INSTITUTE ANNUAL ELECTION OF DIRECTORS.
PROPOSAL #04: SHAREHOLDER PROPOSAL TO LIMIT CEO SHAREHOLDER YES AGAINST FOR
COMPENSATION.
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: NORTHWEST AIRLINES CORPORATION
TICKER: NWAC CUSIP: 667280101
MEETING DATE: 6/30/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: GARY L. WILSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: V.A. RAVINDRAN ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: ROY J. BOSTOCK ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT L. FRIEDMAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LEO M. VAN WIJK ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: JEFFREY G. KATZ ISSUER YES FOR FOR
ELECTION OF DIRECTOR: FREDERIC V. MALEK ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: DOUGLAS M. STEENLAND ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DORIS KEARNS GOODWIN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DENNIS F. HIGHTOWER ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: JOHN M. ENGLER ISSUER YES FOR FOR
PROPOSAL #02: PROPOSAL TO APPROVE THE APPOINTMENT OF ISSUER YES FOR FOR
ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT AUDITOR
FOR 2005.
PROPOSAL #03: PROPOSAL TO APPROVE THE AMENDED AND ISSUER YES AGAINST AGAINST
RESTATED NORTHWEST AIRLINES CORPORATION 1999 STOCK
INCENTIVE PLAN.
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: PACTIV CORP.
TICKER: PTV CUSIP: 695257105
MEETING DATE: 5/20/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: ROBERT J. DARNALL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MARY R (NINA) HENDERSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROGER B. PORTER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: K. DANE BROOKSHER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: NORMAN H. WESLEY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LARRY D. BRADY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RICHARD L. WAMBOLD ISSUER YES FOR FOR
PROPOSAL #02: RATIFY THE SELECTION OF ERNST & YOUNG LLP ISSUER YES FOR FOR
AS INDEPENDENT PUBLIC ACCOUNTANTS
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: PETRO-CANADA
TICKER: PCZ CUSIP: 71644E102
MEETING DATE: 4/26/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: PAUL D. MELNUK ISSUER YES FOR FOR
ELECTION OF DIRECTOR: THOMAS E. KIERANS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RON A. BRENNEMAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: PAUL HASELDONCKX ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MAUREEN MCCAW ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GUYLAINE SAUCIER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RICHARD J. CURRIE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GAIL COOK-BENNETT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CLAUDE FONTAINE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: BRIAN F. MACNEILL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ANGUS A. BRUNEAU ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAMES W. SIMPSON ISSUER YES FOR FOR
PROPOSAL #02: APPOINTMENT OF DELOITTE & TOUCHE LLP AS ISSUER YES FOR FOR
AUDITORS OF THE COMPANY
PROPOSAL #03: A RESOLUTION AMENDING THE EMPLOYEE STOCK ISSUER YES FOR FOR
OPTION PLAN, AS SET OUT IN SCHEDULE A TO THE
ACCOMPANYING MANAGEMENT PROXY CIRCULAR
PROPOSAL #04: A RESOLUTION TO REPEAL BY-LAW NO. 2, AS ISSUER YES FOR FOR
SET OUT IN SCHEDULE B TO THE ACCOMPANYING MANAGEMENT
PROXY CIRCULAR
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: PFIZER INC.
TICKER: PFE CUSIP: 717081103
MEETING DATE: 4/28/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: JEAN-PAUL VALLES ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM R. HOWELL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM H. GRAY III ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM C. STEERE, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: W. DON CORNWELL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: STANLEY O. IKENBERRY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RUTH J. SIMMONS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: M. ANTHONY BURNS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: HENRY A. MCKINNELL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GEORGE A. LORCH ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DANA G. MEAD ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CONSTANCE J. HORNER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MICHAEL S. BROWN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT N. BURT ISSUER YES FOR FOR
PROPOSAL #02: A PROPOSAL TO RATIFY THE APPOINTMENT OF ISSUER YES FOR FOR
KPMG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR 2005.
PROPOSAL #03: SHAREHOLDER PROPOSAL RELATING TO TERM SHAREHOLDER YES AGAINST FOR
LIMITS FOR DIRECTORS.
PROPOSAL #04: SHAREHOLDER PROPOSAL REQUESTING A REPORT SHAREHOLDER YES ABSTAIN AGAINST
ON INCREASING ACCESS TO PFIZER PRODUCTS.
PROPOSAL #05: SHAREHOLDER PROPOSAL RELATING TO SHAREHOLDER YES ABSTAIN AGAINST
IMPORTATION OF PRESCRIPTION DRUGS.
PROPOSAL #06: SHAREHOLDER PROPOSAL RELATING TO POLITICAL SHAREHOLDER YES ABSTAIN AGAINST
CONTRIBUTIONS.
PROPOSAL #07: SHAREHOLDER PROPOSAL RELATING TO PRODUCT SHAREHOLDER YES ABSTAIN AGAINST
AVAILABILITY IN CANADA.
PROPOSAL #08: SHAREHOLDER PROPOSAL RELATING TO THE SHAREHOLDER YES AGAINST FOR
SEPARATION OF THE ROLES OF CHAIR AND CEO AND ACCESS TO
PHARMACEUTICAL PRODUCTS.
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: PINNACLE AIRLINES CORP.
TICKER: PNCL CUSIP: 723443107
MEETING DATE: 5/12/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: JAMES E. MCGEHEE, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: PHILIP H. TRENARY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT A. PEISER ISSUER YES FOR FOR
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: RADIAN GROUP INC.
TICKER: RDN CUSIP: 750236101
MEETING DATE: 5/10/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: HOWARD B. CULANG ISSUER YES FOR FOR
ELECTION OF DIRECTOR: SANFORD A. IBRAHIM ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROY J. KASMAR ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RONALD W. MOORE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: STEPHEN T. HOPKINS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT W. RICHARDS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: HERBERT WENDER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DAVID C. CARNEY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ANTHONY W. SCHWEIGER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAN NICHOLSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAMES W. JENNINGS ISSUER YES FOR FOR
PROPOSAL #02: TO CONSIDER AND VOTE ON A PROPOSAL TO ISSUER YES FOR FOR
APPROVE THE MATERIAL TERMS OF THE RADIAN GROUP INC.
PERFORMANCE SHARE PLAN.
PROPOSAL #03: TO RATIFY THE SELECTION OF DELOITTE & ISSUER YES FOR FOR
TOUCHE LLP AS RADIAN'S INDEPENDENT AUDITOR FOR THE YEAR
ENDING DECEMBER 31, 2005.
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: REINSURANCE GROUP OF AMERICA, INC.
TICKER: RGA CUSIP: 759351109
MEETING DATE: 5/25/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: J. CLIFF EASON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOSEPH A. REALI ISSUER YES FOR FOR
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: RENAISSANCERE HOLDINGS LTD.
TICKER: RNR CUSIP: G7496G103
MEETING DATE: 8/31/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: TO APPROVE THE RENAISSANCERE HOLDINGS LTD. ISSUER YES FOR FOR
2004 STOCK INCENTIVE PLAN.
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: RENAISSANCERE HOLDINGS LTD.
TICKER: RNR CUSIP: G7496G103
MEETING DATE: 6/9/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: BRIAN R. HALL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: SCOTT E. PARDEE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: EDMUND B. GREENE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JEAN D. HAMILTON ISSUER YES FOR FOR
PROPOSAL #02: TO APPOINT THE FIRM OF ERNST & YOUNG, ISSUER YES FOR FOR
INDEPENDENT AUDITORS, TO SERVE AS OUR INDEPENDENT
AUDITORS FOR THE 2005 FISCAL YEAR UNTIL OUR 2006 ANNUAL
MEETING, AND TO REFER THE DETERMINATION OF THE AUDITORS
REMUNERATION TO THE BOARD.
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: RINKER GROUP LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 7/20/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND APPROVE THE FINANCIAL REPORT ISSUER YES FOR N/A
AND THE REPORTS OF THE DIRECTORS AND THE AUDITORS FOR
THE FYE 31 MAR 2004
PROPOSAL #2.: RECEIVE THE REMUNERATION REPORT FOR THE YE ISSUER YES FOR N/A
31 MAR 2004
PROPOSAL #3.a: RE-ELECT MR. JOHN MORSCHEL AS A DIRECTOR ISSUER YES FOR N/A
IN ACCORDANCE WITH CLAUSE 56 OF THE COMPANY'S
CONSTITUTION
PROPOSAL #3.b: RE-ELECT MR. JOHN INGRAM AS A DIRECTOR ISSUER YES FOR N/A
IN ACCORDANCE WITH CLAUSE 54 OF THE COMPANY'S
CONSTITUTION
PROPOSAL #4.: APPROVE THAT, WITH EFFECT FROM THE FY ISSUER YES FOR N/A
COMMENCING ON 01 APR 2004, THE AGGREGATE MAXIMUM SUM
AVAILABLE FOR REMUNERATION OF NON-EXECUTIVE DIRECTORS IS
INCREASED BY AUD 400,000 PER YEAR TO AUD 1,250,000 PER
YEAR
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ROSS STORES, INC.
TICKER: ROST CUSIP: 778296103
MEETING DATE: 5/19/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: STUART G. MOLDAW ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DONALD H. SEILER ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: GEORGE P. ORBAN ISSUER YES FOR FOR
PROPOSAL #02: TO RATIFY THE APPOINTMENT OF DELOITTE & ISSUER YES AGAINST AGAINST
TOUCHE LLP AS THE COMPANY'S INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS FOR THE FISCAL YEAR ENDING JANUARY 28, 2006.
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: SANOFI-AVENTIS
TICKER: SNY CUSIP: 80105N105
MEETING DATE: 12/23/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: RESOLUTION 1 ISSUER YES FOR FOR
PROPOSAL #02: RESOLUTION 2 ISSUER YES FOR FOR
PROPOSAL #03: RESOLUTION 3 ISSUER YES FOR FOR
PROPOSAL #04: RESOLUTION 4 ISSUER YES FOR FOR
PROPOSAL #05: RESOLUTION 5 ISSUER YES FOR FOR
PROPOSAL #06: RESOLUTION 6 ISSUER YES FOR FOR
PROPOSAL #07: RESOLUTION 7 ISSUER YES FOR FOR
PROPOSAL #08: RESOLUTION 8 ISSUER YES FOR FOR
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: SANOFI-AVENTIS
TICKER: SNY CUSIP: 80105N105
MEETING DATE: 5/31/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: APPROVAL OF THE INDIVIDUAL COMPANY ISSUER YES FOR FOR
FINANCIAL STATEMENTS
PROPOSAL #02: APPROVAL OF THE CONSOLIDATED FINANCIAL ISSUER YES FOR FOR
STATEMENTS
PROPOSAL #03: APPROPRIATION OF PROFITS; DECLARATION OF ISSUER YES FOR FOR
DIVIDEND
PROPOSAL #04: APPROVAL OF TRANSACTIONS COVERED BY THE ISSUER YES FOR FOR
STATUTORY AUDITORS SPECIAL REPORT
PROPOSAL #05: REAPPOINTMENT OF A STATUTORY AUDITOR ISSUER YES FOR FOR
PROPOSAL #06: REAPPOINTMENT OF A DEPUTY STATUTORY AUDITOR ISSUER YES FOR FOR
PROPOSAL #07: AUTHORIZATION TO THE BOARD OF DIRECTORS TO ISSUER YES FOR FOR
CARRY OUT TRANSACTIONS IN SHARES ISSUED BY THE COMPANY
PROPOSAL #08: TERMINATION OF THE AUTHORITY TO ISSUE BONDS ISSUER YES FOR FOR
PROPOSAL #09: TO CARRY OUT INCREASES IN THE SHARE ISSUER YES FOR FOR
CAPITAL BY ISSUANCE, WITH PREEMPTIVE RIGHTS MAINTAINED
PROPOSAL #10: TO CARRY OUT INCREASES IN THE SHARE ISSUER YES AGAINST AGAINST
CAPITAL BY ISSUANCE, WITHOUT PREEMPTIVE RIGHTS
PROPOSAL #11: TO CARRY OUT INCREASES IN THE SHARE ISSUER YES FOR FOR
CAPITAL BY INCORPORATION OF SHARE PREMIUM, RESERVES,
PROFITS OR OTHER ITEMS
PROPOSAL #12: TO INCREASE THE NUMBER OF SHARES TO BE ISSUER YES AGAINST AGAINST
ISSUED IN THE EVENT OF A CAPITAL INCREASE WITH OR
WITHOUT PREEMPTIVE RIGHTS
PROPOSAL #13: TO CARRY OUT INCREASES IN THE SHARE ISSUER YES FOR FOR
CAPITAL BY ISSUANCE OF SHARES RESERVED FOR EMPLOYEES
WITH WAIVER OF PREEMPTIVE RIGHTS
PROPOSAL #14: DELEGATION TO THE BOARD OF DIRECTORS OF ISSUER YES FOR FOR
AUTHORITY TO GRANT OPTIONS TO SUBSCRIBE FOR OR PURCHASE
SHARES
PROPOSAL #15: DELEGATION TO THE BOARD TO ALLOT EXISTING ISSUER YES AGAINST AGAINST
OR NEW SHARES FREE OF CHARGE TO ALL OR SOME SALARIED
EMPLOYEES OF THE GROUP
PROPOSAL #16: DELEGATION TO THE BOARD OF DIRECTORS OF ISSUER YES FOR FOR
POWERS TO REDUCE THE SHARE CAPITAL BY CANCELLATION OF
TREASURY SHARES
PROPOSAL #17: POWERS FOR THE ACCOMPLISHMENT OF ISSUER YES FOR FOR
FORMALITIES
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: SANOFI-AVENTIS
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/31/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: ACKNOWLEDGE THE REPORT OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS AND THE GENERAL REPORT OF THE AUDITORS AND
APPROVE THE FINANCIAL STATEMENTS AND THE BALANCE SHEET
FOR THE YEAR 2004, IN THE FORM PRESENTED TO THE MEETING
PROPOSAL #O.2: ACKNOWLEDGE THE REPORTS OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS AND THE STATUTORY AUDITORS AND APPROVE THE
CONSOLIDATED FINANCIAL STATEMENTS FOR THE SAID FY, IN
THE FORM PRESENTED TO THE MEETING
PROPOSAL #O.3: APPROVE THE TRANSFER OF THE AMOUNT OF EUR ISSUER NO N/A N/A
200,000,000.00, PURSUANT TO THE ARTICLE 39 OF THE
AMENDED FINANCE LAW, POSTED TO THE SPECIAL RESERVE OF
LONG-TERM CAPITAL GAINS TO AN ORDINARY RESERVE ACCOUNT
AND ACKNOWLEDGE THAT : PROFITS FOR THE FY : EUR
2,854,176,549.99; RETAINED EARNINGS : EUR 158,403,755.79
AN EXTRAORDINARY TAX ON THE SPECIAL RESERVE ON LONG-
TERM CAPITAL GAINS BEING TAKEN IN TO ACCOUNT (EUR
4,987,500.00) ; DISTRIBUTABLE PROFITS : EUR
3,012,580,305.78; AND TO APPROPRIATE DISTRIBUTABLE
PROFITS AS FOLLOWS : GLOBAL DIVIDEND : EUR
1,693,685,180.40, CARRIED FORWARD ACCOUNT : EUR
1,318,895,125.38; THE SHAREHOLDERS WILL RECEIVE A NET
DIVIDEND OF EUR 1.20 PER SHARE PAYABLE ON 07 JUN 2005
PROPOSAL #O.4: ACKNOWLEDGE THE SPECIAL REPORT OF THE ISSUER NO N/A N/A
AUDITORS ON AGREEMENTS GOVERNED BY THE ARTICLE L. 225-38
AND SEQ. OF THE FRENCH COMMERCIAL CODE AND APPROVE THE
SAID REPORT AND THE AGREEMENTS REFERRED TO THEREIN
PROPOSAL #O.5: APPROVE TO RENEW THE TERM OF OFFICE OF ISSUER NO N/A N/A
PRICEWATERHOUSECOOPERS AUDIT AS THE STATUTORY AUDITORS
FOR A PERIOD OF 6 YEARS
PROPOSAL #O.6: APPROVE TO RENEW THE TERM OF OFFICE OF ISSUER NO N/A N/A
MR. PIERRE COLL AS PRICEWATERHOUSECOOPERS AUDIT'S DEPUTY
AUDITOR FOR A PERIOD OF 6 YEARS
PROPOSAL #O.7: AUTHORIZE THE BOARD OF DIRECTORS, IN ISSUER NO N/A N/A
SUBSTITUTION FOR ANY EARLIER AUTHORITY, TO TRADE THE
COMPANY'S SHARES ON THE STOCK EXCHANGE AS PER THE
FOLLOWING CONDITIONS: MAXIMUM PURCHASE PRICE: EUR 90.00;
GLOBAL AMOUNT TO THIS REPURCHASE PROGRAM WILL NOT
EXCEED EUR 12,702,638,858.00 AND, MAXIMUM NUMBER OF
SHARES TO BE TRADED: 10%; AUTHORITY EXPIRES AT THE END
OF 18 MONTHS ; AND AUTHORIZE THE BOARD OF DIRECTORS TO
TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
PROPOSAL #O.8: APPROVE TO END TO THE DELEGATION GRANTED ISSUER NO N/A N/A
TO THE BOARD OF DIRECTORS SET FORTH IN RESOLUTION 6 AND
GIVEN BY THE GENERAL MEETING OF 13 JUN 2004, IN ORDER TO
ISSUE BONDS
PROPOSAL #O.9: AUTHORIZE THE BOARD OF DIRECTORS, IN ISSUER NO N/A N/A
SUBSTITUTION OF ANY EARLIER AUTHORITY, TO INCREASE THE
SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS, IN FRANCE OR
ABROAD, BY MEANS OF A PUBLIC OFFERING, BY A MAXIMUM
NOMINAL AMOUNT OF EUR 1,400,000,000.00, BY WAY OF
ISSUING, WITH THE SHAREHOLDERS PREFERRED SUBSCRIPTION
RIGHTS MAINTAINED THE PREFERENTIAL SHARE EXCLUDED ,
SHARES OR ANY SECURITIES GIVING RIGHT TO THE CAPITAL OR
GIVING THE RIGHT TO A DEBT SECURITY; THE NOMINAL MAXIMUM
AMOUNT OF THE CAPITAL INCREASES REALIZED IN ACCORDANCE
WITH THE PRESENT RESOLUTION AND THOSE GRANTED BY THE
RESOLUTIONS 10, 11, 12, 13 14 AND 15 OF THE PRESENT
MEETING IS SET AT EUR 1,600,000,000.00; AUTHORITY IS
GIVEN FOR A PERIOD OF 26 MONTHS ; AND AUTHORIZE THE
BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #O.10: AUTHORIZE THE BOARD OF DIRECTORS, IN ISSUER NO N/A N/A
SUBSTITUTION OF ANY EARLIER AUTHORITY, TO INCREASE THE
SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS, IN FRANCE OR
ABROAD, BY A MAXIMUM NOMINAL AMOUNT OF EUR
840,000,000.00, BY WAY OF ISSUING, WITHOUT THE
SHAREHOLDERS PREFERRED SUBSCRIPTION RIGHTS THE
PREFERENTIAL SHARE EXCLUDED , SHARES OR ANY SECURITIES
GIVING RIGHT TO THE CAPITAL OR GIVING THE RIGHT TO THE
ALLOCATION OF DEBT SECURITIES; THE AMOUNT SHALL COUNT
AGAINST THE VALUE OF THE OVERALL CEILING SET FORTH IN
RESOLUTION OF THE PRESENT MEETING AND THOSE GRANTED BY
THE RESOLUTIONS ; AUTHORITY IS GIVEN FOR A PERIOD OF 26
MONTHS ; AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
PROPOSAL #E.11: AUTHORIZE THE BOARD OF DIRECTORS, IN ISSUER NO N/A N/A
SUBSTITUTION OF ALL AND ANY EARLIER AUTHORITY, TO
INCREASE THE SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS,
IN FRANCE OR ABROAD, BY A MAXIMUM NOMINAL AMOUNT OF EUR
500,000,000.00, BY WAY OF CAPITALIZING PREMIUMS,
RESERVES, PROFITS, PREMIUMS OR ANY OTHER MEANS PROVIDED
THAT SUCH CAPITALIZATION IS ALLOWED BY LAW AND UNDER THE
BY-LAWS, TO BE CARRIED OUT THROUGH THE ISSUE OF BONUS
SHARES OR THE RAISE OF PAR VALUE OF EXISTING SHARES, OR
BY UTILIZING BOTH METHOD SIMULTANEOUSLY; THE AMOUNT
SHALL COUNT AGAINST THE OVERALL VALUE SET FORTH IN
RESOLUTION NUMBER 9 OF THE PRESENT MEETING; AUTHORITY
IS GIVEN FOR A PERIOD OF 26 MONTHS ; AND AUTHORIZE THE
BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #E.12: APPROVE THAT THE BOARD OF DIRECTORS MAY ISSUER NO N/A N/A
DECIDE TO INCREASE THE NUMBER OF SECURITIES TO BE ISSUED
IN THE EVENT OF A CAPITAL INCREASE, WITH OR WITHOUT
SUBSCRIPTION PRE-EMPTIVE RIGHTS, TO THE SAME PRICE THAN
THE ONE OF THE INITIAL ISSUE WITHIN THE LIMIT OF 15% OF
THE INITIAL ISSUE ; THE NOMINAL AMOUNT OF THE CAPITAL
INCREASED AGAINST THE OVERALL VALUE SET FORTH IN THE
RESOLUTION NUMBER 9 OF THE PRESENT MEETING; AUTHORITY
IS GIVEN FOR A PERIOD OF 26 MONTHS
PROPOSAL #O.13: AUTHORIZE THE BOARD OF DIRECTORS, IN ISSUER NO N/A N/A
SUBSTITUTION OF ALL AND ANY AUTHORITY, TO INCREASE THE
SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS, IN FAVOR OF
THE MEMBERS OF ONE OR MORE OF THE COMPANY SAVINGS PLANS
OF THE GROUP SANOFI-AVENTIS AND AN AMOUNT WHICH SHALL
NOT EXCEED 2% OF THE SHARE CAPITAL; THE NOMINAL MAXIMUM
AMOUNT WHICH COULD BE REALIZED ACCORDING TO THE PRESENT
DELEGATION, SHALL COUNT AGAINST THE OVERALL VALUE SET
FORTH IN THE RESOLUTION NUMBER 9 OF THE PRESENT MEETING;
AUTHORITY IS GIVEN FOR A PERIOD OF 26 MONTHS ; AND
AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #E.14: AUTHORIZE THE BOARD OF DIRECTORS, IN ISSUER NO N/A N/A
SUBSTITUTION OF AL AND ANY EARLIER AUTHORITIES, TO
GRANT, IN ONE OR MORE TRANSACTIONS, TO EMPLOYEES AND
EVENTUALLY THE OFFICERS OF THE COMPANY OR ITS
SUBSIDIARIES, OPTIONS GIVING A RIGHT EITHER TO SUBSCRIBE
FOR NEW SHARES IN THE COMPANY TO BE ISSUED THROUGH A
SHARE CAPITAL INCREASE, OR TO PURCHASE EXISTING SHARES
REPURCHASED BY THE COMPANY, PROVIDED THAT THE OPTIONS
SHALL NOT GIVE RIGHTS TO A TOTAL NUMBER OF SHARES WHICH
SHALL NOT EXCEED 2.5 OF THE SHARE CAPITAL; THE NOMINAL
MAXIMUM AMOUNT OF THE CAPITAL INCREASE RESULTING FROM
THE EXERCISE OF THE OPTIONS GIVING A RIGHT TO SUBSCRIBE
FOR SHARES, IN ACCORDANCE WITH THE PRESENT DELEGATION,
SHALL COUNT AGAINST THE CEILING SET FORTH IN THE
RESOLUTION NUMBER 9 OF THE PRESENT MEETING; AUTHORITY
IS GIVEN FOR A PERIOD OF 26 MONTHS ; AND AUTHORIZE THE
BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #O.15: AUTHORIZE THE BOARD OF DIRECTORS, TO ISSUER NO N/A N/A
PROCEED WITH THE ALLOCATIONS FREE OF CHARGE OF THE
COMPANY'S EXISTING SHARES OR TO BE ISSUED THE
PREFERENTIAL SHARES BEING EXCLUDED , IN FAVOR OF
BENEFICIARIES TO BE CHOSEN FROM THE EMPLOYEES AND THE
OFFICERS OF THE COMPANY AND ITS SUBSIDIARIES, PROVIDED
THAT THEY SHALL NOT REPRESENT MORE THAN 1% OF THE SHARE
CAPITAL; THE NOMINAL AMOUNT OF THE CAPITAL INCREASES
WHICH WOULD BE REALIZED IN ACCORDANCE WITH THE PRESENT
DELEGATION, SHALL COUNT AGAINST THE CEILING SET FORTH IN
THE RESOLUTION NUMBER 9 OF THE PRESENT MEETING;
AUTHORITY IS GIVEN FOR A PERIOD OF 38 MONTHS ; AND
AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #O.16: AUTHORIZE THE BOARD OF DIRECTORS, IN ISSUER NO N/A N/A
SUBSTITUTION OF ALL AND ANY EARLIER AUTHORITIES, TO
REDUCE THE SHARE CAPITAL BY CANCELING THE COMPANY'S SELF
DETAINED SHARES, IN CONNECTION WITH A STOCK REPURCHASE
PLAN, PROVIDED THAT THE TOTAL NUMBER OF SHARES CANCELLED
IN THE 24 MONTHS DOES NOT EXCEED 10% OF THE SHARE
CAPITAL; AUTHORITY IS GIVEN FOR A PERIOD OF 26 MONTHS ;
AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
PROPOSAL #O.17: GRANT ALL POWERS TO THE BEARER OF A COPY ISSUER NO N/A N/A
OR AN EXTRACT OF THE MINUTES OF THIS MEETING IN ORDER
TO ACCOMPLISH ALL FORMALITIES, FILINGS AND REGISTRATION
PRESCRIBED BY LAW
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: SAPPI LIMITED
TICKER: SPP CUSIP: 803069202
MEETING DATE: 3/7/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: CONFIRMATION OF APPOINTMENT OF DIRECTOR ISSUER YES FOR N/A
APPOINTED SINCE THE LAST ANNUAL GENERAL MEETING: MR JE
HEALEY
PROPOSAL #1B: CONFIRMATION OF APPOINTMENT OF DIRECTOR ISSUER YES FOR N/A
APPOINTED SINCE THE LAST ANNUAL GENERAL MEETING: MS B
RADEBE
PROPOSAL #1C: RE-ELECTION OF RETIRING DIRECTOR: MR DC ISSUER YES FOR N/A
BRINK
PROPOSAL #1D: RE-ELECTION OF RETIRING DIRECTOR: PROF M ISSUER YES FOR N/A
FELDBERG
PROPOSAL #1E: RE-ELECTION OF RETIRING DIRECTOR: MR W ISSUER YES FOR N/A
PFARL
PROPOSAL #1F: RE-ELECTION OF RETIRING DIRECTOR: DR FA ISSUER YES FOR N/A
SONN
PROPOSAL #O1: ADOPTION OF THE SAPPI LIMITED PERFORMANCE ISSUER YES FOR N/A
SHARE INCENTIVE PLAN
PROPOSAL #O2: SPECIFIC APPROVAL TO UTILISE TREASURY ISSUER YES FOR N/A
SHARES FOR THE SAPPI SHARE INCENTIVE SCHEME
PROPOSAL #O3: PLACING 24,000,000 OF THE UNISSUED ISSUER YES FOR N/A
ORDINARY SHARES IN THE AUTHORISED SHARE CAPITAL OF SAPPI
PROPOSAL #O4: INCREASE IN DIRECTORS FEES ISSUER YES FOR N/A
PROPOSAL #O5: AUTHORITY FOR DIRECTORS TO SIGN ALL ISSUER YES FOR N/A
DOCUMENTS AND DO ALL SUCH THINGS NECESSARY TO IMPLEMENT
THE ABOVE RESOLUTIONS
PROPOSAL #S1: A GENERAL APPROVAL FOR SAPPI AND ITS ISSUER YES FOR N/A
SUBSIDIARIES TO ACQUIRE SAPPI LIMITED SHARES
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: SBM OFFSHORE NV
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/20/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: OPENING ISSUER NO N/A N/A
PROPOSAL #2.a: APPROVE THE REPORT OF THE BOARD OF ISSUER NO N/A N/A
MANAGEMENT FOR THE FY 2004
PROPOSAL #2.b: APPROVE TO PRE-ADVICE THE SUPERVISORY ISSUER NO N/A N/A
BOARD
PROPOSAL #2.C: APPROVE THE ANNUAL ACCOUNTS 2004 ISSUER NO N/A N/A
PROPOSAL #3.: APPROVE THE PROFIT APPROPRIATION AND ISSUER NO N/A N/A
AUTHORIZE THE BOARD OF MANAGEMENT TO ESTABLISH THE RATIO
OF THE STOCK DIVIDEND
PROPOSAL #4.a: GRANT DISCHARGE TO THE MANAGING BOARD IN ISSUER NO N/A N/A
RESPECT OF THE DUTIES PERFORMED DURING THE PAST FY
PROPOSAL #4.b: GRANT DISCHARGE TO THE SUPERVISORY BOARD ISSUER NO N/A N/A
IN RESPECT OF THE DUTIES PERFORMED DURING THE PAST FY
PROPOSAL #5.: APPROVE THE CORPORATE GOVERNANCE ISSUER NO N/A N/A
PROPOSAL #6.: APPROVE THE REMUNERATION OF THE BOARD OF ISSUER NO N/A N/A
MANAGEMENT
PROPOSAL #7.: AUTHORIZE THE MANAGING BOARD, SUBJECT TO ISSUER NO N/A N/A
THE APPROVAL OF THE SUPERVISORY BOARD, TO CAUSE THE
COMPANY TO ACQUIRE ITS OWN SHARES, UP TO AN MAXIMUM
NUMBER AT A PRICE BETWEEN EUR 0.01 AND AN AMOUNT EQUAL
TO 110% OF THE MARKET PRICE, WHICH AT THE TIME OF
ACQUISITION THE COMPANY IS PERMITTED TO ACQUIRE PURSUANT
TO THE PROVISIONS OF SECTION 98(2) OF BOOK 2 OF THE
NETHERLANDS CIVIL CODE
PROPOSAL #8.a: AUTHORIZE THE MANAGING BOARD, SUBJECT TO ISSUER NO N/A N/A
THE APPROVAL OF THE SUPERVISORY BOARD FOR A PERIOD OF 18
MONTHS AS THE BODY TO ISSUE SHARES NOT EXCEEDING THE
NUMBER OF UNISSUED SHARES IN THE CAPITAL OF THE COMPANY
PROPOSAL #8.b: AUTHORIZE THE MANAGING BOARD, SUBJECT TO ISSUER NO N/A N/A
THE APPROVAL OF THE SUPERVISORY BOARD AS A SOLE BODY TO
LIMIT OR EXCLUDE THE PRE-EMPTIVE RIGHT ON THE NEW ISSUED
SHARES IN THE COMPANYAUTHORIZE THE MANAGING BOARD,
SUBJECT TO THE APPROVAL OF THE SUPERVISORY BOARD AS A
SOLE BODY TO LIMIT OR EXCLUDE THE PRE-EMPTIVE RIGHT ON
THE NEW ISSUED SHARES IN THE COMPANY
PROPOSAL #9.: RE-APPOINT MR. R. VAN GELDER AS A MEMBER ISSUER NO N/A N/A
OF THE SUPERVISORY BOARD
PROPOSAL #10.: ANY OTHER BUSINESS ISSUER NO N/A N/A
PROPOSAL #11.: CLOSURE ISSUER NO N/A N/A
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: SMURFIT-STONE CONTAINER CORPORATION
TICKER: SSCC CUSIP: 832727101
MEETING DATE: 5/11/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: WILLIAM T. LYNCH, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ALAN E. GOLDBERG ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CONNIE K. DUCKWORTH ISSUER YES FOR FOR
ELECTION OF DIRECTOR: EUGENE C. SIT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAMES J. O'CONNOR ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAMES R. BORIS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JERRY K. PEARLMAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: PATRICK J. MOORE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: THOMAS A. REYNOLDS, III ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM D. SMITHBURG ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF ERNST & ISSUER YES FOR FOR
YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE COMPANY FOR 2005.
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: TALISMAN ENERGY INC.
TICKER: TLM CUSIP: 87425E103
MEETING DATE: 5/3/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: ELECTION OF DIRECTOR: DOUGLAS D. BALDWIN ISSUER YES FOR FOR
PROPOSAL #02: ELECTION OF DIRECTOR: JAMES W. BUCKEE ISSUER YES FOR FOR
PROPOSAL #03: ELECTION OF DIRECTOR: KEVIN S. DUNNE ISSUER YES FOR FOR
PROPOSAL #04: ELECTION OF DIRECTOR: AL L. FLOOD ISSUER YES FOR FOR
PROPOSAL #05: ELECTION OF DIRECTOR: DALE G. PARKER ISSUER YES FOR FOR
PROPOSAL #06: ELECTION OF DIRECTOR: LAWRENCE G. TAPP ISSUER YES FOR FOR
PROPOSAL #07: ELECTION OF DIRECTOR: STELLA M. THOMPSON ISSUER YES FOR FOR
PROPOSAL #08: ELECTION OF DIRECTOR: ROBERT G. WELTY ISSUER YES FOR FOR
PROPOSAL #09: ELECTION OF DIRECTOR: CHARLES W. WILSON ISSUER YES FOR FOR
PROPOSAL #10: REAPPOINTMENT OF ERNST & YOUNG, LLP, ISSUER YES FOR FOR
CHARTERED ACCOUNTANTS AS AUDITOR OF THE COMPANY FOR THE
ENSUING YEAR.
PROPOSAL #11: RESOLUTION TO APPROVE THE CONTINUATION AND ISSUER YES FOR FOR
AMENDMENT OF THE SHAREHOLDER RIGHTS PLAN.
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: TERADYNE, INC.
TICKER: TER CUSIP: 880770102
MEETING DATE: 5/26/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: MICHAEL A. BRADLEY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: VINCENT M. O'REILLY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAMES W. BAGLEY ISSUER YES WITHHOLD AGAINST
PROPOSAL #02: TO RATIFY THE SELECTION OF ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITORS FOR
THE FISCAL YEAR ENDING DECEMBER 31, 2005.
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: THE HARTFORD FINANCIAL SVCS GROUP, I
TICKER: HIG CUSIP: 416515104
MEETING DATE: 5/18/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: CHARLES B. STRAUSS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DAVID K. ZWIENER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: EDWARD J. KELLY, III ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GAIL J. MCGOVERN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: H. PATRICK SWYGERT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MICHAEL G. MORRIS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: PAUL G. KIRK, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RAMANI AYER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT W. SELANDER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RONALD E. FERGUSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: THOMAS M. MARRA ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF ISSUER YES FOR FOR
DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS OF THE
COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2005.
PROPOSAL #03: APPROVAL OF THE HARTFORD 2005 INCENTIVE ISSUER YES FOR FOR
STOCK PLAN
PROPOSAL #04: APPROVAL OF MATERIAL TERMS OF EXECUTIVE ISSUER YES FOR FOR
OFFICER PERFORMANCE GOALS FOR INCENTIVE AWARDS
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: THE ST. PAUL TRAVELERS COMPANIES, IN
TICKER: STA CUSIP: 792860108
MEETING DATE: 7/28/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: J.M. PEEK ISSUER YES FOR FOR
ELECTION OF DIRECTOR: W.H. KLING ISSUER YES FOR FOR
ELECTION OF DIRECTOR: T.R. HODGSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R.I. LIPP ISSUER YES FOR FOR
ELECTION OF DIRECTOR: N.A. ROSEMAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: M.D. HARTZBAND ISSUER YES FOR FOR
ELECTION OF DIRECTOR: L.J. THOMSEN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: L.G. GRAEV ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: L.B. DISHAROON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: K.M. DUBERSTEIN ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: J.S. FISHMAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: C.W. SCHARF ISSUER YES FOR FOR
ELECTION OF DIRECTOR: B.J. MCGARVIE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: K.J. BIALKIN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: C.H. BYRD ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J.M. DOLAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: F.J. TASCO ISSUER YES FOR FOR
ELECTION OF DIRECTOR: G.D. NELSON, MD ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: G.M. SPRENGER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: H.P. BERKOWITZ ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J.A. LAWRENCE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J.H. DASBURG ISSUER YES FOR FOR
ELECTION OF DIRECTOR: C. OTIS, JR. ISSUER YES FOR FOR
PROPOSAL #02: PROPOSAL TO RATIFY THE SELECTION OF KPMG ISSUER YES FOR FOR
LLP AS ST. PAUL TRAVELERS INDEPENDENT AUDITORS FOR 2004.
PROPOSAL #03: PROPOSAL TO APPROVE THE ST. PAUL TRAVELERS ISSUER YES AGAINST AGAINST
COMPANIES, INC. 2004 STOCK INCENTIVE PLAN.
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: THE TJX COMPANIES, INC.
TICKER: TJX CUSIP: 872540109
MEETING DATE: 6/7/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: DENNIS F. HIGHTOWER ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: WILLOW B. SHIRE ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: JOHN F. O'BRIEN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GAIL DEEGAN ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF APPOINTMENT OF ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS LLP.
PROPOSAL #03: AMENDMENT TO CERTIFICATE OF INCORPORATION ISSUER YES FOR FOR
TO DECLASSIFY BOARD OF DIRECTORS. THE BOARD OF DIRECTORS
RECOMMENDS A VOTE AGAINST SHAREHOLDER PROPOSALS 4, 5
AND 6.
PROPOSAL #04: SHAREHOLDER PROPOSAL REGARDING ILO SHAREHOLDER YES ABSTAIN AGAINST
STANDARDS CODE OF CONDUCT AND INDEPENDENT MONITORING.
PROPOSAL #05: SHAREHOLDER PROPOSAL REGARDING BOARD SHAREHOLDER YES ABSTAIN AGAINST
REPORT ON VENDOR COMPLIANCE PROGRAM.
PROPOSAL #06: SHAREHOLDER PROPOSAL REGARDING ELECTION OF SHAREHOLDER YES AGAINST FOR
DIRECTORS BY MAJORITY VOTE.
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: THERAVANCE, INC.
TICKER: THRX CUSIP: 88338T104
MEETING DATE: 6/30/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: R.V. GUNDERSON, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM H. WALTRIP ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: WILLIAM D. YOUNG ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: RICK E. WINNINGHAM ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ARNOLD J. LEVINE, PH.D. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JULIAN C. BAKER ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: RONN C. LOEWENTHAL ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: JEFFREY M. DRAZAN ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: G.M. WHITESIDES, PH.D. ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: P. ROY VAGELOS, M.D. ISSUER YES FOR FOR
PROPOSAL #02: TO APPROVE THE THERAVANCE, INC. 2004 ISSUER YES AGAINST AGAINST
EQUITY INCENTIVE PLAN.
PROPOSAL #03: TO APPROVE AN AMENDMENT TO THE THERAVANCE, ISSUER YES FOR FOR
INC. EMPLOYEE STOCK PURCHASE PLAN INCREASING THE
AGGREGATE NUMBER OF SHARES OF COMMON STOCK AUTHORIZED
FOR ISSUANCE UNDER THE PLAN BY 300,000 SHARES.
PROPOSAL #04: TO RATIFY THE SELECTION BY THE AUDIT ISSUER YES FOR FOR
COMMITTEE OF THE BOARD OF DIRECTORS OF ERNST & YOUNG LLP
AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF
THERAVANCE, INC. FOR ITS FISCAL YEAR ENDING 2005.
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: TIME WARNER INC.
TICKER: TWX CUSIP: 887317105
MEETING DATE: 5/20/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: MILES R. GILBURNE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: STEPHEN F. BOLLENBACH ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT C. CLARK ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RICHARD D. PARSONS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: REUBEN MARK ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MICHAEL A. MILES ISSUER YES FOR FOR
ELECTION OF DIRECTOR: STEPHEN M. CASE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CARLA A. HILLS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: KENNETH J. NOVACK ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JESSICA P. EINHORN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAMES L. BARKSDALE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: FRANK J. CAUFIELD ISSUER YES FOR FOR
ELECTION OF DIRECTOR: FRANCIS T. VINCENT, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DEBORAH C. WRIGHT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R.E. TURNER ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF AUDITORS. ISSUER YES FOR FOR
PROPOSAL #03: STOCKHOLDER PROPOSAL REGARDING PAY SHAREHOLDER YES AGAINST FOR
COMPARISON.
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: TYCO INTERNATIONAL LTD.
TICKER: TYC CUSIP: 902124106
MEETING DATE: 3/10/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: DENNIS C. BLAIR ISSUER YES FOR FOR
ELECTION OF DIRECTOR: SANDRA S. WIJNBERG ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RAJIV L. GUPTA ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MACKEY J. MCDONALD ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN A. KROL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JEROME B. YORK ISSUER YES FOR FOR
ELECTION OF DIRECTOR: H. CARL MCCALL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: EDWARD D. BREEN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: BRUCE S. GORDON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: BRIAN DUPERREAULT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: BRENDAN R. O'NEILL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GEORGE W. BUCKLEY ISSUER YES FOR FOR
PROPOSAL #02: RE-APPOINTMENT OF DELOITTE & TOUCHE LLP AS ISSUER YES FOR FOR
TYCO'S INDEPENDENT AUDITORS AND AUTHORIZATION FOR THE
AUDIT COMMITTEE OF THE BOARD OF DIRECTORS TO SET THE
AUDITORS REMUNERATION.
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: UNISYS CORPORATION
TICKER: UIS CUSIP: 909214108
MEETING DATE: 4/21/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: DENISE K. FLETCHER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J. P. BOLDUC ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAMES J. DUDERSTADT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MATTHEW J. ESPE ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF SELECTION OF INDEPENDENT ISSUER YES FOR FOR
REGISTERED PUBLIC ACCOUNTING FIRM.
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: UNITEDGLOBALCOM, INC.
TICKER: UCOMA CUSIP: 913247508
MEETING DATE: 6/14/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: ADOPTION OF THE AGREEMENT AND PLAN OF ISSUER YES FOR FOR
MERGER, DATED AS OF JANUARY 17, 2005, AMONG LIBERTY
MEDIA INTERNATIONAL, INC., THE COMPANY, LIBERTY GLOBAL,
INC., CHEETAH ACQUISITION CORP. AND TIGER GLOBAL
ACQUISITION CORP.
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: VARIAN SEMICONDUCTOR EQUIP. ASSOC.,
TICKER: VSEA CUSIP: 922207105
MEETING DATE: 2/24/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: RICHARD A. AURELIO ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ELIZABETH E. TALLETT ISSUER YES WITHHOLD AGAINST
PROPOSAL #02: TO APPROVE AN AMENDMENT TO THE OMNIBUS ISSUER YES AGAINST AGAINST
STOCK PLAN TO INCREASE THE NUMBER OF SHARES OF OUR
COMMON STOCK RESERVED FOR ISSUANCE UNDER THE PLAN BY
1,600,000 SHARES.
PROPOSAL #03: TO APPROVE AN AMENDMENT TO THE OMNIBUS ISSUER YES FOR FOR
STOCK PLAN TO INCREASE THE NUMBER OF SHARES OF OUR
COMMON STOCK AVAILABLE FOR GRANT PURSUANT TO STOCK
APPRECIATION RIGHTS, RESTRICTED STOCK, PERFORMANCE UNITS
AND PERFORMANCE SHARES BY 300,000 SHARES.
PROPOSAL #04: TO APPROVE AN AMENDMENT TO THE OMNIBUS ISSUER YES FOR FOR
STOCK PLAN TO PROVIDE THAT THE TERM OF AN OPTION MAY NOT
BE LONGER THAN EIGHT YEARS FROM THE APPLICABLE DATE OF
GRANT.
PROPOSAL #05: TO APPROVE AN AMENDMENT TO THE OMNIBUS ISSUER YES FOR FOR
STOCK PLAN TO PROVIDE THAT EACH NON-EMPLOYEE DIRECTOR
RECEIVES A NON-QUALIFIED STOCK OPTION GRANT TO PURCHASE
12,000 SHARES OF OUR COMMON STOCK ON THE DATE OF
APPOINTMENT OR INITIAL ELECTION, AND EACH NON-EMPLOYEE
DIRECTOR ALSO RECEIVES ANNUALLY A NON-QUALIFIED OPTION
GRANT TO PURCHASE 6,000 SHARES OF OUR COMMON STOCK.
PROPOSAL #06: TO RATIFY THE SELECTION OF ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS LLP AS VARIAN SEMICONDUCTOR'S
INDEPENDENT ACCOUNTANTS FOR THE FISCAL YEAR ENDING
SEPTEMBER 30, 2005.
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: VISHAY INTERTECHNOLOGY, INC.
TICKER: VSH CUSIP: 928298108
MEETING DATE: 5/10/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: DR. ABRAHAM LUDOMIRSKI ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: ELIYAHU HURVITZ ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: MARK I. SOLOMON ISSUER YES WITHHOLD AGAINST
PROPOSAL #02: TO RATIFY THE APPOINTMENT OF ERNST & YOUNG ISSUER YES FOR FOR
LLP AS VISHAY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2005.
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: WELLPOINT, INC.
TICKER: WLP CUSIP: 94973V107
MEETING DATE: 5/10/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: WILLIAM G. MAYS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM H.T. BUSH ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WARREN Y. JOBE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: SEN. DONALD W RIEGLE JR ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM J. RYAN ISSUER YES FOR FOR
PROPOSAL #02: TO RATIFY THE APPOINTMENT OF ERNST & YOUNG ISSUER YES FOR FOR
LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE COMPANY FOR 2005.
PROPOSAL #03: TO ACT ON A SHAREHOLDER PROPOSAL ON SHAREHOLDER YES AGAINST FOR
PERFORMANCE BASED COMPENSATION, IF PROPERLY PRESENTED AT
THE MEETING.
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: WERNER ENTERPRISES, INC.
TICKER: WERN CUSIP: 950755108
MEETING DATE: 5/10/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: GARY L. WERNER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GREGORY L. WERNER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MICHAEL L. STEINBACH ISSUER YES FOR FOR
PROPOSAL #02: TO AMEND ARTICLE X OF THE ARTICLES OF ISSUER YES FOR FOR
INCORPORATION REGARDING THE NUMBER OF CLASSES OF
DIRECTORS AND THE NUMBER OF DIRECTORS IN EACH CLASS.
PROPOSAL #03: STOCKHOLDER PROPOSAL - BOARD DIVERSITY SHAREHOLDER YES ABSTAIN AGAINST
RESOLUTION.
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: WHIRLPOOL CORPORATION
TICKER: WHR CUSIP: 963320106
MEETING DATE: 4/19/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: PAUL G. STERN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: HERMAN CAIN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JEFF M. FETTIG ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MICHAEL D. WHITE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MILES L. MARSH ISSUER YES FOR FOR
PROPOSAL #02: TO APPROVE THE WHIRLPOOL CORPORATION ISSUER YES FOR FOR
NONEMPLOYEE DIRECTOR EQUITY PLAN
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: WYETH
TICKER: WYE CUSIP: 983024100
MEETING DATE: 4/21/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: F.D. FERGUSSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: I.G. SEIDENBERG ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J.D. FEERICK ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J.P. MASCOTTE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J.R. TORELL III ISSUER YES FOR FOR
ELECTION OF DIRECTOR: M.L. POLAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R. ESSNER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R. LANGER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R.L. CARRION ISSUER YES FOR FOR
ELECTION OF DIRECTOR: W.V. SHIPLEY ISSUER YES FOR FOR
PROPOSAL #02: RATIFY INDEPENDENT REGISTERED PUBLIC ISSUER YES FOR FOR
ACCOUNTANTS FIRM
PROPOSAL #03: ADOPT 2005 STOCK INCENTIVE PLAN ISSUER YES FOR FOR
PROPOSAL #04: REIMPORTATION OF PRESCRIPTION DRUGS SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #05: SEPARATE THE ROLES OF CHAIRMAN & CEO SHAREHOLDER YES AGAINST FOR
PROPOSAL #06: DISCLOSURE OF POLITICAL CONTRIBUTIONS SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #07: DISCONTINUE PROMOTING PREMARIN AND SHAREHOLDER YES ABSTAIN AGAINST
PROTECTION OF MARES
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: YELLOW ROADWAY CORPORATION
TICKER: YELL CUSIP: 985577105
MEETING DATE: 5/19/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: CARL W. VOGT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CASSANDRA C. CARR ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DENNIS E. FOSTER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: FRANK P. DOYLE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: HOWARD M. DEAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN C. MCKELVEY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN F. FIEDLER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: PHILLIP J. MEEK ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM D. ZOLLARS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM L. TRUBECK ISSUER YES FOR FOR
PROPOSAL #02: THE RATIFICATION OF THE APPOINTMENT OF ISSUER YES FOR FOR
KPMG LLP AS INDEPENDENT PUBLIC ACCOUNTANTS OF THE
COMPANY FOR 2005.
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 MALVERN FUNDS
By: /s/John J. Brennan
(Heidi Stam)
John J. Brennan*
Chairman & Chief Executive
Date: August 31, 2005
* By Power of Attorney. Filed on December 20, 2004, see File Number 002-14336.
Incorporated by Reference.
