UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number: 811- 06727
Dominion Funds, Inc.
(Exact name of registrant as specified in charter)
35 Old Tavern Road, 2nd Floor, Orange, CT 06477
(Address of principal executive offices)
(Zip code)
Paul Dietrich
21509 Willisville Road
Upperville, VA 20184
________________________________________________________________________
(Name and address of agent for service)
Registrant's telephone number, including area code: (800) 416-2053
Date of fiscal year end: June 30
Date of reporting period: July 1, 2010 - June 30, 2011
ITEM 1. PROXY VOTING RECORD: (see attached tables)
Item 1, Exhibit A contains the following information indicating for each matter relating to a portfolio security owned by the Registrant considered at any shareholder meeting held during the twelve month period ended June 30, 2011 with respect to which the Registrant was entitled to vote:
(a) The name of the issuer of the portfolio security;
(b) The exchange ticker symbol of the portfolio security;
(c) The Council on Uniform Securities Identification Procedures ("CUSIP") number for the portfolio security;
(d) The shareholder meeting date;
(e) A brief identification of the matter voted on;
(f) Whether the matter was proposed by the issuer or by a security holder;
(g) Whether the Registrant cast its vote on the matter;
(h) How the Registrant cast its vote (e.g., for or against proposal, or abstain; for or withhold regarding election of directors); and
(i) Whether the Registrant cast its vote for or against management.
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant)
DOMINION FUNDS, INC.
By (Signature and Title) /s/Paul Dietrich
Paul Dietrich, President and Principal Executive Officer
Date August 30, 2011
Registrant: Dominion Funds, Inc. - Foxhall Global Trends Fund | ||||||||
Investment Company Act file number: 811-49808 | ||||||||
Reporting Period: July 1, 2010 through June 30, 2011 | ||||||||
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(a) Issuer's Name | (b) Exchange Ticker Symbol | (c)"CUSIP" # | (d) Shareholder Meeting Date | (e) Matter Identification | (f) Proposal Type (by issuer or shareholder) | (g) Voted | (h) How was vote cast (for or against proposal, or abstain; for or withhold regarding election of directors) | (i) Was Vote For or Against Management |
ALLIANCE RESOURCE PARTNERS LP | ARLP | US01877R1086 | Annual 07-Apr-2011 | 1NON-VOTING AGENDA | Management | Yes | For | For |
ALLIED WORLD ASSURANCE CO | AWH | CH0121032772 | Annual 05-May-2011 | 1ELECTION OF CLASS I DIRECTOR TO SERVE UNTIL THE COMPANY'S ANNUAL SHAREHOLDER MEETING IN 2014: MARK R. PATTERSON | Management | Yes | For | For |
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| Annual 05-May-2011 | 2ELECTION OF CLASS I DIRECTOR TO SERVE UNTIL THE COMPANY'S ANNUAL SHAREHOLDER MEETING IN 2014: SAMUEL J. WEINHOFF | Management | Yes | For | For |
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| Annual 05-May-2011 | 3TO APPROVE AN ADVISORY VOTE ON THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS (THE "SAY-ON-PAY" VOTE). | Management | Yes | For | For |
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| Annual 05-May-2011 | 4TO APPROVE AN ADVISORY VOTE ON THE FREQUENCY OF THE "SAY-ON-PAY" VOTE. | Management | Yes | 3 Years | For |
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| Annual 05-May-2011 | 5TO APPROVE THE COMPANY'S ANNUAL REPORT AND ITS CONSOLIDATED FINANCIAL STATEMENTS AND STATUTORY FINANCIAL STATEMENTS FOR THE YEAR AND PERIOD ENDED DECEMBER 31, 2010, RESPECTIVELY. | Management | Yes | For | For |
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| Annual 05-May-2011 | 6TO APPROVE THE COMPANY'S LOSS CARRY FORWARD FOR THE YEAR ENDED DECEMBER 31, 2010. | Management | Yes | For | For |
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| Annual 05-May-2011 | 7TO APPROVE THE PAYMENT OF DIVIDENDS TO THE COMPANY'S SHAREHOLDERS IN THE FORM OF A PAR VALUE REDUCTION. | Management | Yes | For | For |
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| Annual 05-May-2011 | 8TO APPROVE THE $122.5 MILLION OF REMAINING CAPACITY UNDER THE COMPANY'S SHARE REPURCHASE PROGRAM. | Management | Yes | For | For |
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| Annual 05-May-2011 | 9TO ELECT DELOITTE & TOUCHE LTD. AS THE COMPANY'S INDEPENDENT AUDITOR AND DELOITTE AG AS THE COMPANY'S STATUTORY AUDITOR TO SERVE UNTIL THE COMPANY'S ANNUAL SHAREHOLDER MEETING IN 2012. | Management | Yes | For | For |
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| Annual 05-May-2011 | 10TO ELECT PRICEWATERHOUSECOOPERS AG AS COMPANY'S SPECIAL AUDITOR TO SERVE UNTIL COMPANY'S ANNUAL SHAREHOLDER MEETING IN 2012. | Management | Yes | For | For |
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| Annual 05-May-2011 | 11TO APPROVE A DISCHARGE TO THE COMPANY'S BOARD OF DIRECTORS AND EXECUTIVE OFFICERS FROM LIABILITIES FOR THEIR ACTIONS DURING THE YEAR ENDED DECEMBER 31, 2010. | Management | Yes | For | For |
ALLIED WORLD ASSURANCE COMPANY HOLD LTD. | AWH | BMG0219G2032 | Special 18-Nov-2010 | 1TO APPROVE THE SCHEME OF ARRANGEMENT ATTACHED TO THE ACCOMPANYING PROXY STATEMENT AS ANNEX A. | Management | Yes | For | For |
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| Special 18-Nov-2010 | 2TO APPROVE THE MOTION TO ADJOURN THE MEETING TO A LATER DATE TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE MEETING TO APPROVE THE SCHEME OF ARRANGEMENT. | Management | Yes | For | For |
AMERICAN CAPITAL AGENCY CORP. | AGNC | US02503X1054 | Annual 10-Jun-2011 | 1DIRECTOR | Management | Yes | For | For |
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| Annual 10-Jun-2011 | 2TO APPROVE AN AMENDMENT TO OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE TOTAL AUTHORIZED SHARES OF OUR COMMON STOCK FROM 150,000,000 TO 300,000,000 | Management | Yes | For | For |
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| 3RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT PUBLIC ACCOUNTANT FOR THE YEAR ENDING DECEMBER 31, 2011. | Management | Yes | For | For |
AMERIGROUP CORPORATION | AGP | US03073T1025 | Annual 12-May-2011 | 1DIRECTORS | Management | Yes | For | For |
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| Annual 12-May-2011 | 1DIRECTORS | Management | Yes | For | For |
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| Annual 12-May-2011 | 2TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2011. | Management | Yes | For | For |
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| Annual 12-May-2011 | 3TO APPROVE, IN AN ADVISORY AND NON-BINDING VOTE, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THE PROXY STATEMENT. | Management | Yes | For | For |
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| Annual 12-May-2011 | 4TO RECOMMEND, IN AN ADVISORY VOTE, THE FREQUENCY WITH WHICH A NON-BINDING STOCKHOLDER VOTE APPROVING THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS SHOULD OCCUR. | Management | Yes | 1 Year | against |
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| Annual 12-May-2011 | 5TO APPROVE THE COMPANY'S EMPLOYEE STOCK PURCHASE PLAN. | Management | Yes | For | For |
AUTOLIV, INC. | ALV | US0528001094 | Annual 10-May-2011 | 1DIRECTOR | Management | Yes | For | For |
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| Annual 10-May-2011 | 1DIRECTOR | Management | Yes | For | For |
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| Annual 10-May-2011 | 1DIRECTOR | Management | Yes | For | For |
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| Annual 10-May-2011 | 2ADVISORY VOTE ON AUTOLIV, INC'S 2010 EXECUTIVE COMPENSATION. | Management | Yes | For | For |
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| Annual 10-May-2011 | 3ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION. | Management | Yes | 3 Years | For |
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| Annual 10-May-2011 | 4APPROVAL OF ERNST & YOUNG AB AS INDEPENDENT AUDITORS OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2011. | Management | Yes | For | For |
BE AEROSPACE, INC. | BEAV | US0733021010 | Annual 29-Jul-2010 | 1DIRECTOR | Management | Yes | For | For |
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| 1DIRECTOR | Management | Yes | For | For |
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| 2PROPOSAL TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2010 FISCAL YEAR. | Management | Yes | For | For |
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| 3PROPOSAL TO ADOPT AMENDMENTS TO THE COMPANY'S 1994 EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED AND RESTATED. | Management | Yes | For | For |
CLIFFS NATURAL RESOURCES INC. | CLF | US18683K1016 | Annual 17-May-2011 | 1ELECTION OF DIRECTOR: J.A. CARRABBA | Management | Yes | For | For |
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| 2ELECTION OF DIRECTOR: S.M. CUNNINGHAM | Management | Yes | For | For |
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| 3ELECTION OF DIRECTOR: B.J. ELDRIDGE | Management | Yes | For | For |
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| 4ELECTION OF DIRECTOR: A.R. GLUSKI | Management | Yes | For | For |
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| 5ELECTION OF DIRECTOR: S.M. GREEN | Management | Yes | For | For |
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| 6ELECTION OF DIRECTOR: J.K. HENRY | Management | Yes | For | For |
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| 7ELECTION OF DIRECTOR: J.F. KIRSCH | Management | Yes | For | For |
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| 8ELECTION OF DIRECTOR: F.R. MCALLISTER | Management | Yes | For | For |
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| 9ELECTION OF DIRECTOR: R. PHILLIPS | Management | Yes | For | For |
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| 10ELECTION OF DIRECTOR: R.K. RIEDERER | Management | Yes | For | For |
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| 11ELECTION OF DIRECTOR: R.A. ROSS | Management | Yes | For | For |
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| 12ELECTION OF DIRECTOR: A. SCHWARTZ | Management | Yes | For | For |
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| 13A PROPOSAL TO AMEND THE SECOND AMENDED ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED COMMON SHARES | Management | Yes | For | For |
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| 14ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION, COMMONLY KNOWN AS "SAY ON PAY" | Management | Yes | For | For |
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| 15ADVISORY VOTE ON THE FREQUENCY OF SHAREHOLDER VOTES ON OUR NAMED EXECUTIVE OFFICER COMPENSATION | Management | Yes | 1 Year | against |
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| 16A SHAREHOLDER PROPOSAL REGARDING MAJORITY VOTING IN DIRECTOR ELECTIONS | Management | Yes | For | For |
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| 17RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2011 FISCAL YEAR | Management | Yes | For | For |
COOPER TIRE & RUBBER COMPANY | CTB | US2168311072 | Annual 06-May-2011 | 1DIRECTOR | Management | Yes | For | For |
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| 2TO RATIFY THE SELECTION OF THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2011. | Management | Yes | For | For |
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| 3TO APPROVE, BY NON-BINDING VOTE, EXECUTIVE COMPENSATION. | Management | Yes | For | For |
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| 4TO DETERMINE, BY NON-BINDING VOTE, WHETHER AN ADVISORY VOTE ON EXECUTIVE COMPENSATION WILL OCCUR EVERY 1, 2, OR 3 YEARS. | Management | Yes | 1 Year | Against |
CRACKER BARREL OLD COUNTRY STORE INC | CBRL | US22410J1060 | Annual 01-Dec-2010 | 1DIRECTOR | Management | Yes | For | For |
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| 2TO APPROVE THE SELECTION OF DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2011. | Management | Yes | For | For |
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| 3TO APPROVE THE CRACKER BARREL 2010 OMNIBUS INCENTIVE COMPENSATION PLAN. | Management | Yes | For | For |
CROWN HOLDINGS, INC. | CCK | US2283681060 | Annual 28-Apr-2011 | 1DIRECTOR | Management | Yes | For | For |
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| 2TO RATIFY THE APPOINTMENT OF INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2011, WHICH THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS. | Management | Yes | For | For |
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| 3TO RE-APPROVE THE TERMS OF THE 2006 STOCK-BASED INCENTIVE COMPENSATION PLAN, AS AMENDED. | Management | Yes | For | For |
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| 4NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION. | Management | Yes | For | For |
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| 5NON-BINDING ADVISORY VOTE ON THE FREQUENCY OF FUTURE SAY-ON-PAY VOTES. | Management | Yes | 1 Year | Against |
DST SYSTEMS, INC. | DST | US2333261079 | Annual 10-May-2011 | 1DIRECTOR | Management | Yes | For | For |
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| 2RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. | Management | Yes | For | For |
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| 3NON-BINDING, ADVISORY VOTE ON NAMED OFFICER COMPENSATION (SAY ON PAY). | Management | Yes | For | For |
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| 4NON-BINDING, ADVISORY VOTE ON THE FREQUENCY OF FUTURE SAY ON PAY VOTING. | Management | Yes | 1 Year | Against |
EMPRESA NACIONAL DE ELECTRICIDAD S.A. | EOC | US29244T1016 | Annual 26-Apr-2011 | 1APPROVAL OF THE ANNUAL REPORT, FINANCIAL STATEMENTS AND REPORT OF THE EXTERNAL AUDITORS AND INSPECTORS OF ACCOUNTS FOR THE YEAR ENDED DECEMBER 31, 2010. | Management | Yes | For | For |
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| 2APPROVAL OF PROFITS AND DIVIDENDS DISTRIBUTION. | Management | Yes | For | For |
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| 3APPROVAL OF THE INVESTMENT AND FINANCING POLICY PROPOSED BY THE BOARD OF DIRECTORS. | Management | Yes | For | For |
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| 4SETTING THE COMPENSATION OF THE BOARD OF DIRECTORS. | Management | Yes | For | For |
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| 5SETTING THE COMPENSATION OF THE DIRECTORS' COMMITTEE AND THE APPROVAL OF THEIR BUDGET FOR THE YEAR 2011. | Management | Yes | For | For |
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| 6APPOINTMENT OF AN EXTERNAL AUDITING FIRM FOR 2011, GOVERNED BY CHAPTER XXVIII OF THE SECURITIES MARKET LAW 18,045. | Management | Yes | For | For |
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| 7ELECTION OF TWO ACCOUNT INSPECTORS AND THEIR ALTERNATES, AND SETTING THEIR COMPENSATION. | Management | Yes | For | For |
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| 8OTHER MATTERS OF SOCIAL INTEREST AND COMPETENCE OF THE MEETING. | Management | Yes | For | For |
ENDO PHARMACEUTICALS HOLDINGS INC. | ENDP | US29264F2056 | Annual 25-May-2011 | 1DIRECTOR | Management | Yes | For | For |
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| 2TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2011. | Management | Yes | For | For |
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| 3TO APPROVE, BY ADVISORY VOTE, NAMED EXECUTIVE OFFICER COMPENSATION. | Management | Yes | For | For |
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| 4TO APPROVE, BY ADVISORY VOTE, THE FREQUENCY OF FUTURE ADVISORY VOTES ON NAMED EXECUTIVE OFFICER COMPENSATION. | Management | Yes | 1 Year | Against |
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| 5TO APPROVE THE COMPANY'S EMPLOYEE STOCK PURCHASE PLAN. | Management | Yes | For | For |
ENERGIZER HOLDINGS, INC. | ENR | US29266R1086 | Annual 18-Jan-2011 | 1ELECTION OF DIRECTOR: WARD M. KLEIN | Management | Yes | For | For |
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| 2ELECTION OF DIRECTOR: W. PATRICK MCGINNIS | Management | Yes | For | For |
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| 3ELECTION OF DIRECTOR: JOHN R. ROBERTS | Management | Yes | For | For |
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| 4AMENDMENT AND RESTATEMENT OF THE 2009 INCENTIVE STOCK PLAN | Management | Yes | For | For |
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| 5EXECUTIVE OFFICER BONUS PLAN AND PERFORMANCE CRITERIA | Management | Yes | For | For |
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| 6RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITOR | Management | Yes | For | For |
EXXON MOBIL CORPORATION | XOM | US30231G1022 | Annual 25-May-2011 | 1DIRECTOR | Management | Yes | For | For |
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| 2RATIFICATION OF INDEPENDENT AUDITORS (PAGE 55) | Management | Yes | For | For |
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| 3ADVISORY VOTE ON EXECUTIVE COMPENSATION (PAGE 56) | Management | Yes | For | For |
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| 4FREQUENCY OF ADVISORY VOTE ON EXECUTIVE COMPENSATION (PAGE 57) | Management | Yes | 3 Years | For |
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| 5INDEPENDENT CHAIRMAN (PAGE 58) | Management | Yes | Against | For |
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| 6REPORT ON POLITICAL CONTRIBUTIONS (PAGE 59) | Management | Yes | Against | For |
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| 7AMENDMENT OF EEO POLICY (PAGE 61) | Management | Yes | Against | For |
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| 8POLICY ON WATER (PAGE 62) | Management | Yes | Against | For |
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| 9REPORT ON CANADIAN OIL SANDS (PAGE 64) | Management | Yes | Against | For |
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| 10REPORT ON NATURAL GAS PRODUCTION (PAGE 65) | Management | Yes | Against | For |
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| 11REPORT ON ENERGY TECHNOLOGY (PAGE 67) | Management | Yes | Against | For |
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| 12GREENHOUSE GAS EMISSIONS GOALS (PAGE 68) | Management | Yes | Against | For |
HEALTHSPRING, INC. | HS | US42224N1019 | Annual 26-May-2011 | 1DIRECTOR | Management | Yes | For | For |
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| 2RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2011. | Management | Yes | For | For |
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| 3NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION ("SAY-ON-PAY"). | Management | Yes | For | For |
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| 4NON-BINDING ADVISORY VOTE ON THE FREQUENCY OF SAY-ON-PAY VOTES. | Management | Yes | 1 Year | For |
IMPAX LABORATORIES, INC. | IPXL | US45256B1017 | Annual 10-May-2011 | 1DIRECTOR | Management | Yes | For | For |
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| 2TO APPROVE, BY NON-BINDING VOTE, EXECUTIVE COMPENSATION. | Management | Yes | For | For |
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| 3TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY OF EXECUTIVE COMPENSATION VOTES. | Management | Yes | 1 Year | Against |
INTERDIGITAL, INC. | IDCC | US45867G1013 | Annual 02-Jun-2011 | 1DIRECTOR | Management | Yes | For | For |
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| 2AMENDMENT OF THE ARTICLES OF INCORPORATION TO IMPLEMENT A MAJORITY VOTING STANDARD FOR ALL DIRECTOR ELECTIONS OTHER THAN CONTESTED ELECTIONS. | Management | Yes | For | For |
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| 3APPROVAL OF ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION. | Management | Yes | For | For |
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| 4APPROVAL, ON AN ADVISORY BASIS, OF THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION. | Management | Yes | 1 Year | Against |
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| 5RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF INTERDIGITAL, INC. FOR THE YEAR ENDING DECEMBER 31, 2011. | Management | Yes | For | For |
KKR FINANCIAL HOLDINGS LLC | KFN | US48248A3068 | Annual 27-Apr-2011 | 1DIRECTOR | Management | Yes | For | For |
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| 2TO RATIFY THE AUDIT COMMITTEE'S APPOINTMENT OF DELOITTE & TOUCHE LLP AS KKR FINANCIAL HOLDINGS LLC'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2011. | Management | Yes | For | For |
LABORATORY CORP. OF AMERICA HOLDINGS | LH | US50540R4092 | Annual 11-May-2011 | 1ELECTION OF DIRECTOR: DAVID P. KING | Management | Yes | For | For |
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| 2ELECTION OF DIRECTOR: KERRII B. ANDERSON | Management | Yes | For | For |
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| 3ELECTION OF DIRECTOR: JEAN-LUC BELINGARD | Management | Yes | For | For |
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| 4ELECTION OF DIRECTOR: N. ANTHONY COLES, JR., M.D., M.P.H. | Management | Yes | For | For |
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| 5ELECTION OF DIRECTOR: WENDY E. LANE | Management | Yes | For | For |
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| 6ELECTION OF DIRECTOR: THOMAS P. MAC MAHON | Management | Yes | For | For |
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| 7ELECTION OF DIRECTOR: ROBERT E. MITTELSTAEDT, JR. | Management | Yes | For | For |
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| 8ELECTION OF DIRECTOR: ARTHUR H. RUBENSTEIN, MBBCH | Management | Yes | For | For |
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| 9ELECTION OF DIRECTOR: M. KEITH WEIKEL, PH.D. | Management | Yes | For | For |
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| 10ELECTION OF DIRECTOR: R. SANDERS WILLIAMS, M.D. | Management | Yes | For | For |
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| 11TO APPROVE, BY NON-BINDING VOTE, EXECUTIVE COMPENSATION. | Management | Yes | For | For |
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| 12TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY OF EXECUTIVE COMPENSATION VOTES. | Management | Yes | 1 Year | For |
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| 13RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS LABORATORY CORPORATION OF AMERICA HOLDINGS' INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2011. | Management | Yes | For | For |
NEWMARKET CORPORATION | NEU | US6515871076 | Annual 21-Apr-2011 | 1DIRECTOR | Management | Yes | For | For |
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| 2RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE CORPORATION FOR THE FISCAL YEAR ENDING DECEMBER 31, 2011. | Management | Yes | For | For |
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| 3APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS OF NEWMARKET CORPORATION. | Management | Yes | For | For |
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| 4APPROVAL, ON AN ADVISORY BASIS, OF THE FREQUENCY OF HOLDING AN ADVISORY VOTE ON EXECUTIVE COMPENSATION. | Management | Yes | 1 Year | Against |
OMNIVISION TECHNOLOGIES, INC. | OVTI | US6821281036 | Annual 23-Sep-2010 | 1DIRECTOR | Management | Yes | For | For |
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| 2RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING APRIL 30, 2011. | Management | Yes | For | For |
PIER 1 IMPORTS, INC. | PIR | US7202791080 | Annual 28-Jun-2011 | 1ELECTION OF DIRECTOR: CLAIRE H. BABROWSKI | Management | Yes | For | For |
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| 2ELECTION OF DIRECTOR: JOHN H. BURGOYNE | Management | Yes | For | For |
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| 3ELECTION OF DIRECTOR: HAMISH A. DODDS | Management | Yes | For | For |
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| 4ELECTION OF DIRECTOR: MICHAEL R. FERRARI | Management | Yes | For | For |
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| 5ELECTION OF DIRECTOR: BRENDAN L. HOFFMAN | Management | Yes | For | For |
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| 6ELECTION OF DIRECTOR: TERRY E. LONDON | Management | Yes | For | For |
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| 7ELECTION OF DIRECTOR: ALEXANDER W. SMITH | Management | Yes | For | For |
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| 8ELECTION OF DIRECTOR: CECE SMITH | Management | Yes | For | For |
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| 9APPROVAL OF MATERIAL TERMS OF PERFORMANCE GOALS UNDER THE 2006 STOCK INCENTIVE PLAN FOR PURPOSES OF COMPENSATION DEDUCTIBILITY UNDER SECTION 162(M) OF THE INTERNAL REVENUE CODE. | Management | Yes | For | For |
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| 10NON-BINDING, ADVISORY VOTE APPROVING THE COMPENSATION OF PIER 1 IMPORTS' NAMED EXECUTIVE OFFICERS. | Management | Yes | For | For |
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| 11NON-BINDING, ADVISORY VOTE REGARDING THE FREQUENCY OF FUTURE VOTING ON THE COMPENSATION OF NAMED EXECUTIVE OFFICERS. | Management | Yes | 1 Year | Against |
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| 12RATIFY AUDIT COMMITTEE'S APPROVAL TO ENGAGE ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2012. | Management | Yes | For | For |
RENAISSANCERE HOLDINGS LTD. | RNR | BMG7496G1033 | Annual 18-May-2011 | 1DIRECTOR | Management | Yes | For | For |
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| 2THE APPROVAL, BY A NON-BINDING ADVISORY VOTE, OF THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS OF RENAISSANCERE HOLDINGS LTD. | Management | Yes | For | For |
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| 3THE APPROVAL, BY A NON-BINDING ADVISORY VOTE, OF THE FREQUENCY OF FUTURE SHAREHOLDER ADVISORY VOTES TO APPROVE THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS OF RENAISSANCERE HOLDINGS LTD. | Management | Yes | 1 Year | Against |
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| 4TO APPOINT THE FIRM OF ERNST & YOUNG LTD., AN INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, TO SERVE AS OUR AUDITORS FOR THE 2011 FISCAL YEAR UNTIL OUR 2012 ANNUAL GENERAL MEETING, AND TO REFER THE DETERMINATION OF THE AUDITORS' REMUNERATION TO THE BOARD OF DIRECTORS. | Management | Yes | For | For |
ROCK-TENN COMPANY | RKT | US7727392075 | Annual 28-Jan-2011 | 1DIRECTOR | Management | Yes | For | For |
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| 2TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP TO SERVE AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF ROCK-TENN COMPANY. | Management | Yes | For | For |
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| 3AN ADVISORY VOTE ON EXECUTIVE COMPENSATION. | Management | Yes | For | For |
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| 4AN ADVISORY VOTE ON THE FREQUENCY OF HOLDING FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION. | Management | Yes | For | For |
ROCK-TENN COMPANY | RKT | US7727392075 | Special 27-May-2011 | 1TO APPROVE THE ISSUANCE OF SHARES OF ROCK-TENN COMPANY COMMON STOCK TO SMURFIT-STONE CONTAINER CORPORATION STOCKHOLDERS PURSUANT TO THE AGREEMENT AND PLAN OF MERGER, DATED AS OF JANUARY 23, 2011 (AS IT MAY BE AMENDED FROM TIME TO TIME), AMONG ROCK-TENN COMPANY, SMURFIT-STONE CONTAINER CORPORATION, AND SAM ACQUISITION, LLC. | Management | Yes | For | For |
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| 2TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING FOR ANY PURPOSE, INCLUDING TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE THE PROPOSAL DESCRIBED ABOVE. | Management | Yes | For | For |
ROSS STORES, INC. | ROST | US7782961038 | Annual 18-May-2011 | 1DIRECTOR | Management | Yes | For | For |
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| 2TO APPROVE THE EXISTING SECOND AMENDED AND RESTATED ROSS STORES, INC. INCENTIVE COMPENSATION PLAN FOR PURPOSES OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. | Management | Yes | For | For |
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| 3TO APPROVE AN AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION TO ADOPT ANNUAL ELECTIONS FOR DIRECTORS ELECTED BEGINNING IN 2012 (DE-CLASSIFICATION OF THE BOARD). | Management | Yes | For | For |
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| 4ADVISORY VOTE TO APPROVE THE RESOLUTION ON THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. | Management | Yes | For | For |
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| 5ADVISORY VOTE ON THE FREQUENCY OF HOLDING FUTURE ADVISORY VOTES TO APPROVE A RESOLUTION ON THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. | Management | Yes | 3 Years | For |
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| 6TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JANUARY 28, 2012. | Management | Yes | For | For |
SANDISK CORPORATION | SNDK | US80004C1018 | Annual 07-Jun-2011 | 1DIRECTOR | Management | Yes | For | For |
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| 2TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JANUARY 1, 2012. | Management | Yes | For | For |
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| 3TO APPROVE AMENDMENTS TO THE SANDISK CORPORATION 2005 INCENTIVE PLAN. | Management | Yes | For | For |
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| 4TO APPROVE AMENDMENTS TO THE SANDISK CORPORATION 2005 EMPLOYEE STOCK PURCHASE PLANS. | Management | Yes | For | For |
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| 5TO APPROVE AN ADVISORY RESOLUTION ON NAMED EXECUTIVE OFFICER COMPENSATION. | Management | Yes | For | For |
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| 6TO CONDUCT AN ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON NAMED EXECUTIVE OFFICER COMPENSATION. | Management | Yes | 1 Year | Against |
SPDR ETF | BIL | US78464A6800 | Special 08-Sep-2010 | 1DIRECTOR | Management | Yes | For | For |
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| 2TO APPROVE A "MANAGER OF MANAGERS" STRUCTURE FOR ALL SPDR FUNDS. | Management | Yes | For | For |
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| 3UPDATE AND STANDARDIZE THE SPDR FUNDS FUNDAMENTAL POLICIES REGARDING: PURCHASING AND SELLING REAL ESTATE. | Management | Yes | For | For |
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| 4UPDATE AND STANDARDIZE THE SPDR FUNDS FUNDAMENTAL POLICIES REGARDING: ISSUING SENIOR SECURITIES AND BORROWING MONEY. | Management | Yes | For | For |
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| 5UPDATE AND STANDARDIZE THE SPDR FUNDS FUNDAMENTAL POLICIES REGARDING: MAKING LOANS. | Management | Yes | For | For |
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| 6UPDATE AND STANDARDIZE THE SPDR FUNDS FUNDAMENTAL POLICIES REGARDING: PURCHASING AND SELLING COMMODITIES. | Management | Yes | For | For |
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| 7UPDATE AND STANDARDIZE THE SPDR FUNDS FUNDAMENTAL POLICIES REGARDING: CONCENTRATING INVESTMENTS IN A PARTICULAR INDUSTRY OR GROUP OF INDUSTRIES. | Management | Yes | For | For |
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| 8UPDATE AND STANDARDIZE THE SPDR FUNDS FUNDAMENTAL POLICIES REGARDING: UNDERWRITING ACTIVITIES. | Management | Yes | For | For |
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| 9UPDATE AND STANDARDIZE THE SPDR FUNDS FUNDAMENTAL POLICIES REGARDING: ELIMINATING OUTDATED FUNDAMENTAL INVESTMENT POLICIES NOT REQUIRED BY LAW. | Management | Yes | For | For |
VALASSIS COMMUNICATIONS, INC. | VCI | US9188661048 | Annual 05-May-2011 | 1ELECTION OF DIRECTOR: JOSEPH B. ANDERSON, JR. | Management | Yes | For | For |
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| 2ELECTION OF DIRECTOR: PATRICK F. BRENNAN | Management | Yes | For | For |
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| 3ELECTION OF DIRECTOR: KENNETH V. DARISH | Management | Yes | For | For |
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| 4ELECTION OF DIRECTOR: DR. WALTER H. KU | Management | Yes | For | For |
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| 5ELECTION OF DIRECTOR: ROBERT L. RECCHIA | Management | Yes | For | For |
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| 6ELECTION OF DIRECTOR: THOMAS J. REDDIN | Management | Yes | For | For |
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| 7ELECTION OF DIRECTOR: ALAN F. SCHULTZ | Management | Yes | For | For |
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| 8ELECTION OF DIRECTOR: WALLACE S. SNYDER | Management | Yes | For | For |
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| 9ELECTION OF DIRECTOR: AMBASSADOR FAITH WHITTLESEY | Management | Yes | For | For |
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| 10PROPOSAL TO APPROVE AN AMENDMENT TO THE VALASSIS COMMUNICATIONS, INC. 2008 OMNIBUS INCENTIVE COMPENSATION PLAN. | Management | Yes | For | For |
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| 11PROPOSAL TO APPROVE AN ADVISORY VOTE ON THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. | Management | Yes | For | For |
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| 12TO ACT UPON AN ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. | Management | Yes | 3 Years | For |
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| 13PROPOSAL TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2011. | Management | Yes | For | For |
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| 14APPROVE ANY ADJOURNMENT OF THE ANNUAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF ANY OR ALL FOREGOING PROPOSALS IF THERE ARE NOT SUFFICIENT VOTES. | Management | Yes | For | For |
VALEANT PHARMACEUTICALS INTERNATIONAL | VRX | US91911X1046 | Special 27-Sep-2010 | 1ADOPTION OF THE AGREEMENT AND PLAN OF MERGER, DATED AS OF JUNE 20, 2010, AMONG VALEANT PHARMACEUTICALS INTERNATIONAL, BIOVAIL CORPORATION, BIOVAIL AMERICAS CORP. (A WHOLLY OWNED SUBSIDIARY OF BIOVAIL CORPORATION) AND BEACH MERGER CORP. (A WHOLLY OWNED SUBSIDIARY OF BIOVAIL AMERICAS CORP.) | Management | Yes | For | For |
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| 2APPROVAL OF THE ADJOURNMENT OF THE VALEANT PHARMACEUTICALS INTERNATIONAL SPECIAL MEETING, IF NECESSARY OR APPROPRIATE TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES TO ADOPT THE MERGER AGREEMENT AT THE TIME OF THE SPECIAL MEETING. | Management | Yes | For | For |
