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: 811-1940
Legg Mason Partners Appreciation Fund, Inc.
(Exact name of registrant as specified in charter)
125 BROAD STREET, NEW YORK, NEW YORK 10004
(Address of principal executive offices) (Zip code)
Robert I. Frenkel, Esq.
300 First Stamford Place, 2nd Floor
Stamford, Connecticut 06902
(Name and address of agent for service)
Registrant’s telephone number, including area code: 203-703-7046
Date of fiscal year end: 12/31
Date of reporting period: July 1, 2006–June 30, 2007
Item 1. Proxy Voting Record
A report may indicate that the Adviser or Subadviser, as the case may be, “did not vote” on a particular proposal. No vote was entered for a proposal where (a) certain restrictions or pre-conditions on voting may, if followed, have adversely affected investment management of the fund’s portfolio holdings, such as “share blocking rules” that prohibit sales during the shareholder solicitation and voting process, (b) potential material conflicts of interest arising from proxy proposals were identified by the Proxy Voting Committee, (c) administrative or operational constraints impeded the ability to cast a timely vote, such as late receipt of proxy voting information, and/or (d) systems or processing errors occurred (including errors by third party vendors).
Prior to April 7, 2006, the fund was named Smith Barney Appreciation Fund Inc.
As part of a number of initiatives to restructure and streamline the Legg Mason Partners fund complex, Legg Mason Partners Appreciation Fund assumed the assets and liabilities of a predecessor fund with the same name effective April 16, 2007. On that date, the fund became a series of Legg Mason Partners Equity Trust. Prior thereto, the fund was named Legg Mason Partners Appreciation Fund, Inc. The information in this filing relating to the fund prior to April 16, 2007 refers to the fund’s predecessor.
******************************* FORM N-Px REPORT ******************************* ICA File Number: 811-01940 Reporting Period: 07/01/2006 - 06/30/2007 Smith Barney Appreciation Fund Inc. ==================== LEGG MASON PARTNERS APPRECIATION FUND ===================== 3COM CORP. Ticker: COMS Security ID: 885535104 Meeting Date: SEP 20, 2006 Meeting Type: Annual Record Date: AUG 4, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Eric A. Benhamou For For Management 1.2 Elect Director Gary T. Dicamillo For For Management 1.3 Elect Director James R. Long For For Management 1.4 Elect Director Raj Reddy For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- 3M CO Ticker: MMM Security ID: 88579Y101 Meeting Date: MAY 8, 2007 Meeting Type: Annual Record Date: MAR 9, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Linda G. Alvarado For For Management 1.2 Elect Director George W. Buckley For For Management 1.3 Elect Director Vance D. Coffman For For Management 1.4 Elect Director Michael L. Eskew For For Management 1.5 Elect Director W. James Farrell For For Management 1.6 Elect Director Herbert L. Henkel For For Management 1.7 Elect Director Edward M. Liddy For For Management 1.8 Elect Director Robert S. Morrison For For Management 1.9 Elect Director Aulana L. Peters For For Management 1.10 Elect Director Rozanne L. Ridgway For For Management 2 Ratify Auditors For For Management 3 Reduce Supermajority Vote Requirement For For Management 4 Rescind Fair Price Provision For For Management 5 Approve Executive Incentive Bonus Plan For For Management 6 Approve Executive Incentive Bonus Plan For For Management 7 Pay For Superior Performance Against Against Shareholder - -------------------------------------------------------------------------------- ACCENTURE LTD BERMUDA Ticker: ACN Security ID: G1150G111 Meeting Date: FEB 7, 2007 Meeting Type: Annual Record Date: DEC 11, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1 APPOINTMENT OF THE FOLLOWING NOMINEE TO For For Management THE BOARD OF DIRECTORS: NOBUYUKI IDEI. 2 APPOINTMENT OF THE FOLLOWING NOMINEE TO For For Management THE BOARD OF DIRECTORS: MARJORIE MAGNER. 3 APPOINTMENT OF THE FOLLOWING NOMINEE TO For For Management THE BOARD OF DIRECTORS: DENNIS F. HIGHTOWER. 4 APPOINTMENT OF THE FOLLOWING NOMINEE TO For For Management THE BOARD OF DIRECTORS: WILLIAM L. KIMSEY. 5 APPOINTMENT OF THE FOLLOWING NOMINEE TO For For Management THE BOARD OF DIRECTORS: ROBERT I. LIPP. 6 APPOINTMENT OF THE FOLLOWING NOMINEE TO For For Management THE BOARD OF DIRECTORS: WULF VON SCHIMMELMANN. 7 Ratify Auditors For For Management - -------------------------------------------------------------------------------- AFLAC INCORPORATED Ticker: AFL Security ID: 001055102 Meeting Date: MAY 7, 2007 Meeting Type: Annual Record Date: FEB 28, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Daniel P. Amos For For Management 1.2 Elect Director John Shelby Amos, II For For Management 1.3 Elect Director Paul S. Amos, II For For Management 1.4 Elect Director Yoshiro Aoki For For Management 1.5 Elect Director Michael H. Armacost For For Management 1.6 Elect Director Kriss Cloninger, III For For Management 1.7 Elect Director Joe Frank Harris For For Management 1.8 Elect Director Elizabeth J. Hudson For For Management 1.9 Elect Director Kenneth S. Janke, Sr. For For Management 1.10 Elect Director Douglas W. Johnson For For Management 1.11 Elect Director Robert B. Johnson For For Management 1.12 Elect Director Charles B. Knapp For For Management 1.13 Elect Director E. Stephen Purdom, M.D. For For Management 1.14 Elect Director Barbara K. Rimer, Ph.D. For For Management 1.15 Elect Director Marvin R. Schuster For For Management 1.16 Elect Director David Gary Thompson For For Management 1.17 Elect Director Robert L. Wright For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- AGERE SYSTEMS INC Ticker: AGR Security ID: 00845V308 Meeting Date: MAR 29, 2007 Meeting Type: Annual Record Date: FEB 2, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management 2.1 Elect Director Richard L. Clemmer For For Management 2.2 Elect Director Michael J. Mancuso For For Management 2.3 Elect Director Kari-Pekka Wilska For For Management 3 Amend Executive Incentive Bonus Plan For For Management 4 Ratify Auditors For For Management - -------------------------------------------------------------------------------- ALLTEL CORP. Ticker: AT Security ID: 020039103 Meeting Date: MAY 15, 2007 Meeting Type: Annual Record Date: APR 11, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Scott T. Ford For For Management 1.2 Elect Director L.L Gellerstedt, III For For Management 1.3 Elect Director Emon A. Mahony, Jr. For For Management 1.4 Elect Director Ronald Townsend For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- AMERICAN EXPRESS CO. Ticker: AXP Security ID: 025816109 Meeting Date: APR 23, 2007 Meeting Type: Annual Record Date: FEB 28, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Daniel F. Akerson For For Management 1.2 Elect Director Charlene Barshefsky For For Management 1.3 Elect Director Ursula M. Burns For For Management 1.4 Elect Director Kenneth I. Chenault For For Management 1.5 Elect Director Peter Chernin For For Management 1.6 Elect Director Vernon E. Jordan, Jr. For For Management 1.7 Elect Director Jan Leschly For For Management 1.8 Elect Director Richard C. Levin For For Management 1.9 Elect Director Richard A. McGinn For For Management 1.10 Elect Director Edward D. Miller For For Management 1.11 Elect Director Frank P. Popoff For For Management 1.12 Elect Director Steven S. Reinemund For For Management 1.13 Elect Director Robert D. Walter For For Management 1.14 Elect Director Ronald A. Williams For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management 4 Provide for Cumulative Voting Against For Shareholder - -------------------------------------------------------------------------------- AMERICAN INTERNATIONAL GROUP, INC. Ticker: AIG Security ID: 026874107 Meeting Date: MAY 16, 2007 Meeting Type: Annual Record Date: MAR 23, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Marshall A. Cohen For For Management 1.2 Elect Director Martin S. Feldstein For For Management 1.3 Elect Director Ellen V. Futter For For Management 1.4 Elect Director Stephen L. Hammerman For For Management 1.5 Elect Director Richard C. Holbrooke For For Management 1.6 Elect Director Fred H. Langhammer For For Management 1.7 Elect Director George L. Miles, Jr. For For Management 1.8 Elect Director Morris W. Offit For For Management 1.9 Elect Director James F. Orr, III For For Management 1.10 Elect Director Virginia M. Rometty For For Management 1.11 Elect Director Martin J. Sullivan For For Management 1.12 Elect Director Michael H. Sutton For For Management 1.13 Elect Director Edmund S.W. Tse For For Management 1.14 Elect Director Robert B. Willumstad For For Management 1.15 Elect Director Frank G. Zarb For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management 4 Performance-Based and/or Time-Based Against Against Shareholder Equity Awards - -------------------------------------------------------------------------------- AMGEN, INC. Ticker: AMGN Security ID: 031162100 Meeting Date: MAY 9, 2007 Meeting Type: Annual Record Date: MAR 12, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Frank J. Biondi, Jr. For For Management 2 Elect Director Jerry D. Choate For For Management 3 Elect Director Frank C. Herringer For For Management 4 Elect Director Gilbert S. Omenn For For Management 5 Ratify Auditors For For Management 6 Declassify the Board of Directors For For Management 7 Declassify the Board of Directors For For Management 8 Develop an Animal Welfare Policy Against Against Shareholder 9 Prepare a Sustainability Report Against Against Shareholder - -------------------------------------------------------------------------------- AUTOMATIC DATA PROCESSING, INC. Ticker: ADP Security ID: 053015103 Meeting Date: NOV 14, 2006 Meeting Type: Annual Record Date: SEP 15, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Gregory D. Brenneman For For Management 1.2 Elect Director Leslie A. Brun For For Management 1.3 Elect Director Gary C. Butler For For Management 1.4 Elect Director Leon G. Cooperman For For Management 1.5 Elect Director R. Glenn Hubbard For For Management 1.6 Elect Director John P. Jones For For Management 1.7 Elect Director Ann Dibble Jordan For For Management 1.8 Elect Director Frederic V. Malek For For Management 1.9 Elect Director Henry Taub For For Management 1.10 Elect Director Arthur F. Weinbach For For Management 2 Approve Executive Incentive Bonus Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- BANK OF AMERICA CORP. Ticker: BAC Security ID: 060505104 Meeting Date: APR 25, 2007 Meeting Type: Annual Record Date: MAR 2, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director William Barnet, III For For Management 2 Elect Director Frank P. Bramble, Sr. For For Management 3 Elect Director John T. Collins For For Management 4 Elect Director Gary L. Countryman For For Management 5 Elect Director Tommy R. Franks For For Management 6 Elect Director Charles K. Gifford For For Management 7 Elect Director W. Steven Jones For For Management 8 Elect Director Kenneth D. Lewis For For Management 9 Elect Director Monica C. Lozano For For Management 10 Elect Director Walter E. Massey For For Management 11 Elect Director Thomas J. May For For Management 12 Elect Director Patricia E. Mitchell For For Management 13 Elect Director Thomas M. Ryan For For Management 14 Elect Director O. Temple Sloan, Jr. For For Management 15 Elect Director Meredith R. Spangler For For Management 16 Elect Director Robert L. Tillman For For Management 17 Elect Director Jackie M. Ward For For Management 18 Ratify Auditors For For Management 19 Prohibit Executive Stock-Based Awards Against Against Shareholder 20 Change Size of Board of Directors Against Against Shareholder 21 Separate Chairman and CEO Positions Against Against Shareholder - -------------------------------------------------------------------------------- BERKSHIRE HATHAWAY INC. Ticker: BRK.A Security ID: 084670108 Meeting Date: MAY 5, 2007 Meeting Type: Annual Record Date: MAR 6, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Warren E. Buffett For For Management 1.2 Elect Director Charles T. Munger For For Management 1.3 Elect Director Howard G. Buffett For For Management 1.4 Elect Director Susan L. Decker For For Management 1.5 Elect Director William H. Gates III For For Management 1.6 Elect Director David S. Gottesman For For Management 1.7 Elect Director Charlotte Guyman For For Management 1.8 Elect Director Donald R. Keough For For Management 1.9 Elect Director Thomas S. Murphy For For Management 1.10 Elect Director Ronald L. Olson For For Management 1.11 Elect Director Walter Scott, Jr. For For Management 2 Prohibit Investments in Foreign Against Against Shareholder Corporations Operating in Markets Embargoed by the United States Government - -------------------------------------------------------------------------------- BERKSHIRE HATHAWAY INC. Ticker: BRK.A Security ID: 084670108 Meeting Date: MAY 5, 2007 Meeting Type: Annual Record Date: MAR 6, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Warren E. Buffett For For Management 1.2 Elect Director Charles T. Munger For For Management 1.3 Elect Director Howard G. Buffett For For Management 1.4 Elect Director Susan L. Decker For For Management 1.5 Elect Director William H. Gates, III For For Management 1.6 Elect Director David S. Gottesman For For Management 1.7 Elect Director Charlotte Guyman For For Management 1.8 Elect Director Donald R. Keough For For Management 1.9 Elect Director Thomas S. Murphy For For Management 1.10 Elect Director Ronald L. Olson For For Management 1.11 Elect Director Walter Scott, Jr. For For Management 2 Prohibit Investment in Foreign Against Against Shareholder Corporations that Operate in Regions Embargoed by the U.S. Government - -------------------------------------------------------------------------------- BP PLC Ticker: BP Security ID: 055622104 Meeting Date: APR 12, 2007 Meeting Type: Annual Record Date: FEB 9, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 TO RECEIVE THE DIRECTORS ANNUAL REPORT For For Management AND ACCOUNTS 2 TO APPROVE THE DIRECTORS REMUNERATION For For Management REPORT 3.1 Elect Director Dr D C Allen For For Management 3.2 Elect Director Lord Browne For For Management 3.3 Elect Director Mr A Burgmans For For Management 3.4 Elect Director Sir William Castell For For Management 3.5 Elect Director Mr I C Conn For For Management 3.6 Elect Director Mr E B Davis, Jr For For Management 3.7 Elect Director Mr D J Flint For For Management 3.8 Elect Director Dr B E Grote For For Management 3.9 Elect Director Dr A B Hayward For For Management 3.10 Elect Director Mr A G Inglis For For Management 3.11 Elect Director Dr D S Julius For For Management 3.12 Elect Director Sir Tom Mckillop For For Management 3.13 Elect Director Mr J A Manzoni For For Management 3.14 Elect Director Dr W E Massey For For Management 3.15 Elect Director Sir Ian Prosser For For Management 3.16 Elect Director Mr P D Sutherland For For Management 4 Ratify Auditors For For Management 5 TO GIVE LIMITED AUTHORITY TO MAKE For For Management POLITICAL DONATIONS AND INCUR POLITICAL EXPENDITURE 6 TO AUTHORIZE THE USE OF ELECTRONIC For For Management COMMUNICATIONS 7 SPECIAL RESOLUTION: TO GIVE LIMITED For For Management AUTHORITY FOR THE PURCHASE OF ITS OWN SHARES BY THE COMPANY 8 TO GIVE AUTHORITY TO ALLOT SHARES UP TO A For For Management SPECIFIED AMOUNT 9 SPECIAL RESOLUTION: TO GIVE AUTHORITY TO For For Management ALLOT A LIMITED NUMBER OF SHARES FOR CASH FREE OF PRE-EMPTION RIGHTS - -------------------------------------------------------------------------------- BROOKLINE BANCORP, INC. Ticker: BRKL Security ID: 11373M107 Meeting Date: APR 19, 2007 Meeting Type: Annual Record Date: MAR 1, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director David C. Chapin For For Management 1.2 Elect Director John A. Hackett For For Management 1.3 Elect Director John L. Hall, II For For Management 1.4 Elect Director Hollis W. Plimpton, Jr. For For Management 1.5 Elect Director Rosamond B. Vaule For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- CADBURY SCHWEPPES PLC Ticker: CSG Security ID: 127209302 Meeting Date: MAY 24, 2007 Meeting Type: Annual Record Date: APR 2, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 FINANCIAL STATEMENTS For For Management 2 DECLARATION OF FINAL DIVIDEND 2006 For For Management 3 DIRECTORS REMUNERATION REPORT For For Management 4 RE-APPOINTMENT OF SIR JOHN SUNDERLAND For For Management 5 RE-APPOINTMENT OF ROSEMARY THORNE For For Management 6 RE-APPOINTMENT OF DAVID THOMPSON For For Management 7 RE-APPOINTMENT OF SANJIV AHUJA For For Management 8 RE-APPOINTMENT OF RAYMOND VIAULT For For Management 9 Ratify Auditors For For Management 10 REMUNERATION OF AUDITORS For For Management 11 APPROVE PROPOSED AMENDMENTS TO THE GROUP For For Management SHARE PLANS 12 AUTHORITY TO ALLOT RELEVANT SECURITIES For For Management 13 AUTHORITY TO SERVE COMMUNICATIONS BY For For Management ELECTRONIC MEANS 14 AUTHORITY TO ALLOT EQUITY SECURITIES For For Management 15 AUTHORITY TO MAKE MARKET PURCHASES For For Management - -------------------------------------------------------------------------------- CANADIAN NATURAL RESOURCES LTD. Ticker: CNQ Security ID: 136385101 Meeting Date: MAY 3, 2007 Meeting Type: Annual/Special Record Date: MAR 14, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Catherine M. Best For For Management 1.2 Elect Director N. Murray Edwards For For Management 1.3 Elect Director Gary A. Filmon For For Management 1.4 Elect Director Gordon D. Giffin For For Management 1.5 Elect Director John G. Langille For For Management 1.6 Elect Director Steve W. Laut For For Management 1.7 Elect Director Keith A.J. MacPhail For For Management 1.8 Elect Director Allan P. Markin For For Management 1.9 Elect Director Norman F. McIntyre For For Management 1.10 Elect Director Frank J. McKenna For For Management 1.11 Elect Director James S. Palmer For For Management 1.12 Elect Director Eldon R. Smith For For Management 1.13 Elect Director David A. Tuer For For Management 2 Approve PricewaterhouseCoopers LLP as For For Management Auditors and Authorize Board to Fix Remuneration of Auditors 3 Amend Stock Option Plan For For Management - -------------------------------------------------------------------------------- CIMAREX ENERGY CO Ticker: XEC Security ID: 171798101 Meeting Date: MAY 16, 2007 Meeting Type: Annual Record Date: MAR 21, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Cortlandt S. Dietler For For Management 1.2 Elect Director Hans Helmerich For For Management 1.3 Elect Director Monroe W. Robertson For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- CISCO SYSTEMS, INC. Ticker: CSCO Security ID: 17275R102 Meeting Date: NOV 15, 2006 Meeting Type: Annual Record Date: SEP 18, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Carol A. Bartz For For Management 1.2 Elect Director M. Michele Burns For For Management 1.3 Elect Director Michael D. Capellas For For Management 1.4 Elect Director Larry R. Carter For For Management 1.5 Elect Director John T. Chambers For For Management 1.6 Elect Director Dr. John L. Hennessy For For Management 1.7 Elect Director Richard M. Kovacevich For For Management 1.8 Elect Director Roderick C. McGeary For For Management 1.9 Elect Director Steven M. West For For Management 1.10 Elect Director Jerry Yang For For Management 2 Ratify Auditors For For Management 3 Performance-Based and/or Time-Based Against Against Shareholder Equity Awards 4 Report on Pay Disparity Against Against Shareholder 5 Report on Internet Fragmentation Against Against Shareholder - -------------------------------------------------------------------------------- COSTCO WHOLESALE CORPORATION Ticker: COST Security ID: 22160K105 Meeting Date: JAN 31, 2007 Meeting Type: Annual Record Date: NOV 27, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Benjamin S. Carson For For Management 1.2 Elect Director William H. Gates For For Management 1.3 Elect Director Hamilton E. James For For Management 1.4 Elect Director Jill S. Ruckelshaus For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- COVANTA HOLDING CORP. Ticker: CVA Security ID: 22282E102 Meeting Date: NOV 16, 2006 Meeting Type: Special Record Date: OCT 10, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1 Company-Specific--Organization-Related For For Management 2 Company-Specific--Organization-Related For Against Management - -------------------------------------------------------------------------------- COVANTA HOLDING CORP. Ticker: CVA Security ID: 22282E102 Meeting Date: MAY 30, 2007 Meeting Type: Annual Record Date: APR 16, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director David M. Barse For For Management 1.2 Elect Director Ronald J. Broglio For For Management 1.3 Elect Director Peter C.B. Bynoe For For Management 1.4 Elect Director Richard L. Huber For For Management 1.5 Elect Director Anthony J. Orlando For For Management 1.6 Elect Director William C. Pate For For Management 1.7 Elect Director Robert S. Silberman For For Management 1.8 Elect Director Jean Smith For For Management 1.9 Elect Director Clayton Yeutter For For Management 1.10 Elect Director Samuel Zell For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- CYTEC INDUSTRIES INC. Ticker: CYT Security ID: 232820100 Meeting Date: APR 19, 2007 Meeting Type: Annual Record Date: FEB 23, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Chris A. Davis For For Management 1.2 Elect Director Louis L. Hoynes, Jr. For For Management 1.3 Elect Director William P. Powell For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- DEVON ENERGY CORP. Ticker: DVN Security ID: 25179M103 Meeting Date: JUN 6, 2007 Meeting Type: Annual Record Date: APR 9, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Thomas F. Ferguson For For Management 1.2 Elect Director David M. Gavrin For For Management 1.3 Elect Director John Richels For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- DUKE ENERGY CORP. Ticker: DUK Security ID: 26441C105 Meeting Date: OCT 24, 2006 Meeting Type: Annual Record Date: AUG 25, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Roger Agnelli For For Management 1.2 Elect Director Paul M. Anderson For For Management 1.3 Elect Director William Barnet, III For For Management 1.4 Elect Director G. Alex Bernhardt, Sr. For For Management 1.5 Elect Director Michael G. Browning For For Management 1.6 Elect Director Phillip R. Cox For For Management 1.7 Elect Director William T. Esrey For For Management 1.8 Elect Director Ann Maynard Gray For For Management 1.9 Elect Director James H. Hance, Jr. For For Management 1.10 Elect Director Dennis R. Hendrix For For Management 1.11 Elect Director Michael E.J. Phelps For Withhold Management 1.12 Elect Director James T. Rhodes For For Management 1.13 Elect Director James E. Rogers For For Management 1.14 Elect Director Mary L. Schapiro For For Management 1.15 Elect Director Dudley S. Taft For For Management 2 Approve Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- DUKE ENERGY CORP. Ticker: DUK Security ID: 26441C105 Meeting Date: MAY 10, 2007 Meeting Type: Annual Record Date: MAR 26, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William Barnet, III For For Management 1.2 Elect Director G. Alex Bernhardt, Sr. For For Management 1.3 Elect Director Michael G. Browning For For Management 1.4 Elect Director Phillip R. Cox For For Management 1.5 Elect Director Ann Maynard Gray For For Management 1.6 Elect Director James H. Hance, Jr For For Management 1.7 Elect Director James T. Rhodes For For Management 1.8 Elect Director James E. Rogers For For Management 1.9 Elect Director Mary L. Schapiro For For Management 1.10 Elect Director Dudley S. Taft For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- E.I. DU PONT DE NEMOURS & CO. Ticker: DD Security ID: 263534109 Meeting Date: APR 25, 2007 Meeting Type: Annual Record Date: MAR 2, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Richard H. Brown For For Management 1.2 Elect Director Robert A. Brown For For Management 1.3 Elect Director Bertrand P. Collomb For For Management 1.4 Elect Director Curtis J. Crawford For For Management 1.5 Elect Director John T. Dillon For For Management 1.6 Elect Director Eleuthere I. du Pont For For Management 1.7 Elect Director Charles O. Holliday, Jr. For For Management 1.8 Elect Director Lois D. Juliber For For Management 1.9 Elect Director Masahisa Naitoh For For Management 1.10 Elect Director Sean O'Keefe For For Management 1.11 Elect Director William K. Reilly For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management 4 Report on Genetically Modified Organisms Against Against Shareholder 5 Evaluate Community Impact of Plant Against Against Shareholder Closures or Layoffs 6 Report on PFOA Compounds in DuPont Against Against Shareholder Products 7 Report on Lobbying Expenditures related Against Against Shareholder to Environmental Pollution 8 Prepare a Global Warming Report Against Against Shareholder 9 Report on Security of Chemical Facilities Against Against Shareholder - -------------------------------------------------------------------------------- EBAY INC. Ticker: EBAY Security ID: 278642103 Meeting Date: JUN 14, 2007 Meeting Type: Annual Record Date: APR 16, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Philippe Bourguignon For For Management 1.2 Elect Director Thomas J. Tierney For For Management 1.3 Elect Director Margaret C. Whitman For For Management 2 Amend Omnibus Stock Plan For For Management 3 Amend Qualified Employee Stock Purchase For For Management Plan 4 Ratify Auditors For For Management - -------------------------------------------------------------------------------- ECHOSTAR COMMUNICATIONS CORP. Ticker: DISH Security ID: 278762109 Meeting Date: MAY 8, 2007 Meeting Type: Annual Record Date: MAR 23, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James DeFranco For Withhold Management 1.2 Elect Director Michael T. Dugan For Withhold Management 1.3 Elect Director Cantey Ergen For Withhold Management 1.4 Elect Director Charles W. Ergen For Withhold Management 1.5 Elect Director Steven R. Goodbarn For For Management 1.6 Elect Director Gary S. Howard For For Management 1.7 Elect Director David K. Moskowitz For Withhold Management 1.8 Elect Director Tom A. Ortolf For For Management 1.9 Elect Director C.Michael Schroeder For For Management 1.10 Elect Director Carl E. Vogel For Withhold Management 2 Ratify Auditors For For Management 3 Other Business For For Management - -------------------------------------------------------------------------------- ELI LILLY AND CO. Ticker: LLY Security ID: 532457108 Meeting Date: APR 16, 2007 Meeting Type: Annual Record Date: FEB 15, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Sir Winfried Bischoff For For Management 1.2 Elect Director J. Michael Cook For For Management 1.3 Elect Director Franklyn G. Prendergast, For For Management M.D., Ph.D. 1.4 Elect Director Kathi P. Seifert For For Management 2 Ratify Auditors For For Management 3 Declassify the Board of Directors For For Management 4 Amend Omnibus Stock Plan For For Management 5 Report on Animal Welfare Against Against Shareholder 6 Report on Animal Testing Policies Against Against Shareholder 7 Separate Chairman and CEO Positions Against For Shareholder 8 Amend Vote Requirements to Amend Against For Shareholder Articles/Bylaws/Charter 9 Adopt Simple Majority Vote Against For Shareholder - -------------------------------------------------------------------------------- EMC CORP. Ticker: EMC Security ID: 268648102 Meeting Date: MAY 3, 2007 Meeting Type: Annual Record Date: MAR 5, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael W. Brown For For Management 1.2 Elect Director John R. Egan For For Management 1.3 Elect Director David N. Strohm For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Amend Qualified Employee Stock Purchase For For Management Plan 5 Declassify the Board of Directors For For Management 6 Limit Composition of Committee(s) to Against Against Shareholder Independent Directors 7 Require a Majority Vote for the Election Against For Shareholder of Directors 8 Company Specific-Adopt Simple Majority Against For Shareholder Vote 9 Pay For Superior Performance Against Against Shareholder - -------------------------------------------------------------------------------- ENCANA CORPORATION Ticker: ECA Security ID: 292505104 Meeting Date: APR 25, 2007 Meeting Type: Annual/Special Record Date: MAR 5, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ralph S. Cunningham For For Management 1.2 Elect Director Patrick D. Daniel For For Management 1.3 Elect Director Ian W. Delaney For For Management 1.4 Elect Director Randall K. Eresman For For Management 1.5 Elect Director Michael A. Grandin For For Management 1.6 Elect Director Barry W. Harrison For For Management 1.7 Elect Director Dale A. Lucas For For Management 1.8 Elect Director Ken F. McCready For For Management 1.9 Elect Director Valerie A.A. Nielsen For For Management 1.10 Elect Director David P. O'Brien For For Management 1.11 Elect Director Jane L. Peverett For For Management 1.12 Elect Director Allan P. Sawin For For Management 1.13 Elect Director Dennis A. Sharp For For Management 1.14 Elect Director James M. Stanford For For Management 1.15 Elect Director Wayne G. Thomson For For Management 2 Approve PricewaterhouseCoopers LLP as For For Management Auditors and Authorize Board to Fix Remuneration of Auditors 3 Approve Shareholder Rights Plan For For Management 4 Amend Employee Stock Option Plan For For Management 5 Amend Employee Stock Option Plan For For Management - -------------------------------------------------------------------------------- EXXON MOBIL CORP. Ticker: XOM Security ID: 30231G102 Meeting Date: MAY 30, 2007 Meeting Type: Annual Record Date: APR 5, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael J. Boskin For For Management 1.2 Elect Director William W. George For For Management 1.3 Elect Director James R. Houghton For For Management 1.4 Elect Director William R. Howell For For Management 1.5 Elect Director Reatha Clark King For For Management 1.6 Elect Director Philip E. Lippincott For For Management 1.7 Elect Director Marilyn Carlson Nelson For For Management 1.8 Elect Director Samuel J. Palmisano For For Management 1.9 Elect Director Steven S Reinemund For For Management 1.10 Elect Director Walter V. Shipley For For Management 1.11 Elect Director J. Stephen Simon For For Management 1.12 Elect Director Rex W. Tillerson For For Management 2 Ratify Auditors For For Management 3 Restore or Provide for Cumulative Voting Against For Shareholder 4 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings 5 Separate Chairman and CEO Positions Against Against Shareholder 6 Initiate Payment of Cash Dividend Against Against Shareholder 7 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation 8 Company-Specific- Amend Article IX of the Against Against Shareholder Corporation's by-laws 9 Review Executive Compensation Against Against Shareholder 10 Limit Executive Compensation Against Against Shareholder 11 Claw-back of Payments under Restatements Against For Shareholder 12 Report on Political Contributions Against Against Shareholder 13 Amend Equal Employment Opportunity Policy Against For Shareholder to Prohibit Discrimination Based on Sexual Orientation 14 Report on Environmental Accountability Against Against Shareholder 15 Report on Emission Reduction Goals Against Against Shareholder 16 Report on Carbon Dioxide Emissions Against Against Shareholder Information at Gas Stations 17 Adopt Policy to Increase Renewable Energy Against Against Shareholder Portfolio - -------------------------------------------------------------------------------- FLORIDA EAST COAST INDUSTRIES, INC. Ticker: FLA Security ID: 340632108 Meeting Date: MAY 31, 2007 Meeting Type: Annual Record Date: APR 13, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Armando Codina For For Management 1.2 Elect Director David M. Foster For For Management 1.3 Elect Director Adolfo Henriques For For Management 1.4 Elect Director Gilbert H. Lamphere For For Management 1.5 Elect Director Joseph Nemec For For Management 1.6 Elect Director Jorge Perez For For Management 1.7 Elect Director Wellford L. Sanders, Jr For For Management 1.8 Elect Director Rosa Sugranes For For Management 1.9 Elect Director George R. Zoffinger For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- FOREST CITY ENTERPRISES, INC. Ticker: FCE.A Security ID: 345550107 Meeting Date: JUN 21, 2007 Meeting Type: Annual Record Date: APR 23, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael P. Esposito, Jr For For Management 1.2 Elect Director Joan K. Shafran For Withhold Management 1.3 Elect Director Louis Stokes For For Management 1.4 Elect Director Stan Ross For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- FREESCALE SEMICONDUCTOR, INC. Ticker: FSL Security ID: 35687M206 Meeting Date: NOV 13, 2006 Meeting Type: Special Record Date: OCT 18, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management 2 Adjourn Meeting For For Management - -------------------------------------------------------------------------------- GANNETT CO., INC. Ticker: GCI Security ID: 364730101 Meeting Date: APR 24, 2007 Meeting Type: Annual Record Date: FEB 28, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Charles B. Fruit For For Management 1.2 Elect Director Arthur H. Harper For For Management 1.3 Elect Director John Jeffry Louis For For Management 2 Ratify Auditors For For Management 3 Declassify the Board of Directors For For Management 4 Company Specific-Governance Against Against Shareholder Related--Require Chairman to be Independent - -------------------------------------------------------------------------------- GENENTECH, INC. Ticker: DNA Security ID: 368710406 Meeting Date: APR 20, 2007 Meeting Type: Annual Record Date: FEB 20, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Herbert W. Boyer, Ph.D. For For Management 1.2 Elect Director William M. Burns For Withhold Management 1.3 Elect Director Erich Hunziker, Ph.D. For Withhold Management 1.4 Elect Director Jonathan K.C. Knowles, For Withhold Management Ph.D. 1.5 Elect Director Arthur D. Levinson, Ph.D. For Withhold Management 1.6 Elect Director Debra L. Reed For For Management 1.7 Elect Director Charles A. Sanders, M.D. For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- GENERAL ELECTRIC CO. Ticker: GE Security ID: 369604103 Meeting Date: APR 25, 2007 Meeting Type: Annual Record Date: FEB 26, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James I. Cash, Jr. For For Management 1.2 Elect Director William M. Castell For For Management 1.3 Elect Director Ann M. Fudge For For Management 1.4 Elect Director Claudio X. Gonzalez For For Management 1.5 Elect Director Susan Hockfield For For Management 1.6 Elect Director Jerry R. Immelt For For Management 1.7 Elect Director Andrea Jung For For Management 1.8 Elect Director Alan G. Lafley For For Management 1.9 Elect Director Robert W. Lane For For Management 1.10 Elect Director Ralph S. Larsen For For Management 1.11 Elect Director Rochelle B. Lazarus For For Management 1.12 Elect Director Sam Nunn For For Management 1.13 Elect Director Roger S. Penske For For Management 1.14 Elect Director Robert J. Swieringa For For Management 1.15 Elect Director Douglas A. Warner III For For Management 1.16 Elect Director Robert C. Wright For For Management 2 Ratify Auditors For Against Management 3 Adopt Majority Vote Standard in Director For For Management Elections 4 Approve Omnibus Stock Plan For For Management 5 Company-Specific-Approve Material Terms For For Management of Senior Officer Performance Goals 6 Provide for Cumulative Voting Against For Shareholder 7 Company-Specific -- Adopt Policy on Against Against Shareholder Overboarded Directors 8 Company-Specific -- One Director from the Against Against Shareholder Ranks of Retirees 9 Separate Chairman and CEO Positions Against Against Shareholder 10 Limit Dividend and Dividend Equivalent Against Against Shareholder Payments to Executives 11 Report on Charitable Contributions Against Against Shareholder 12 Report on Global Warming Against Against Shareholder 13 Adopt Ethical Criteria for Military Against Against Shareholder Contracts 14 Report on Pay Disparity Against Against Shareholder - -------------------------------------------------------------------------------- GENERAL MILLS, INC. Ticker: GIS Security ID: 370334104 Meeting Date: SEP 25, 2006 Meeting Type: Annual Record Date: JUL 27, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Paul Danos For For Management 1.2 Elect Director William T. Esrey For For Management 1.3 Elect Director Raymond V. Gilmartin For For Management 1.4 Elect Director Judith Richards Hope For For Management 1.5 Elect Director Heidi G. Miller For For Management 1.6 Elect Director H. Ochoa-Brillembourg For For Management 1.7 Elect Director Steve Odland For For Management 1.8 Elect Director Kendall J. Powell For For Management 1.9 Elect Director Michael D. Rose For For Management 1.10 Elect Director Robert L. Ryan For For Management 1.11 Elect Director Stephen W. Sanger For For Management 1.12 Elect Director A. Michael Spence For For Management 1.13 Elect Director Dorothy A. Terrell For For Management 2 Ratify Auditors For For Management 3 Approve Non-Employee Director Stock For For Management Option Plan 4 Label Genetically Modified Ingredients Against Against Shareholder - -------------------------------------------------------------------------------- GOLDMAN SACHS GROUP, INC., THE Ticker: GS Security ID: 38141G104 Meeting Date: APR 11, 2007 Meeting Type: Annual Record Date: JAN 26, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Lloyd C. Blankfein For For Management 2 Elect Director Lord Browne of Madingley For For Management 3 Elect Director John H. Bryan For For Management 4 Elect Director Gary D. Cohn For For Management 5 Elect Director Claes Dahlback For For Management 6 Elect Director Stephen Friedman For For Management 7 Elect Director William W. George For For Management 8 Elect Director Rajat K. Gupta For For Management 9 Elect Director James A. Johnson For For Management 10 Elect Director Lois D. Juliber For For Management 11 Elect Director Edward M. Liddy For For Management 12 Elect Director Ruth J. Simmons For For Management 13 Elect Director Jon Winkelried For For Management 14 Ratify Auditors For For Management 15 Report on Charitable Contributions Against Against Shareholder 16 Sustainability Report Against Against Shareholder 17 Prohibit Executive Stock-Based Awards Against Against Shareholder - -------------------------------------------------------------------------------- GOOGLE INC Ticker: GOOG Security ID: 38259P508 Meeting Date: MAY 10, 2007 Meeting Type: Annual Record Date: MAR 22, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Eric Schmidt For For Management 1.2 Elect Director Sergey Brin For For Management 1.3 Elect Director Larry Page For For Management 1.4 Elect Director L. John Doerr For For Management 1.5 Elect Director John L. Hennessy For For Management 1.6 Elect Director Arthur D. Levinson For For Management 1.7 Elect Director Ann Mather For For Management 1.8 Elect Director Paul S. Otellini For For Management 1.9 Elect Director K. Ram Shriram For For Management 1.10 Elect Director Shirley M. Tilghman For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For Against Management 4 Approve Executive Incentive Bonus Plan For For Management 5 Adopt Policies to Protect Freedom of Against Against Shareholder Access to the Internet - -------------------------------------------------------------------------------- H. J. HEINZ CO. Ticker: HNZ Security ID: 423074103 Meeting Date: AUG 16, 2006 Meeting Type: Proxy Contest Record Date: JUN 8, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director W.R. Johnson For For Management 1.2 Elect Director C.E. Bunch For For Management 1.3 Elect Director M.C. Choksi For For Management 1.4 Elect Director L.S. Coleman, Jr. For For Management 1.5 Elect Director P.H. Coors For For Management 1.6 Elect Director J.G. Drosdick For For Management 1.7 Elect Director E.E. Holiday For For Management 1.8 Elect Director C. Kendle For For Management 1.9 Elect Director D.R. O'Hare For For Management 1.10 Elect Director D.H. Reilley For For Management 1.11 Elect Director L.C. Swann For For Management 1.12 Elect Director T.J. Usher For For Management 2 Ratify Auditors For For Management 1.1 Elect Director Nelson Peltz For Did Not Management Vote 1.2 Elect Director Peter W. May For Did Not Management Vote 1.3 Elect Director Edward P. Garden For Did Not Management Vote 1.4 Elect Director Greg Norman For Did Not Management Vote 1.5 Elect Director Michael F. Weinstein For Did Not Management Vote 1.6 Elect Director William Johnson For Did Not Management Vote 1.7 Elect Director Leonard S. Coleman For Did Not Management Vote 1.8 Elect Director Edith E. Holiday For Did Not Management Vote 1.9 Elect Director Candace Kendle For Did Not Management Vote 1.10 Elect Director Dean R. O' Hare For Did Not Management Vote 1.11 Elect Director Lynn C. Swann For Did Not Management Vote 1.12 Elect Director Thomas J. Usher For Did Not Management Vote 2 Amend Articles/Repeal Certain Amendments For Did Not Management to By-Laws Vote 3 Ratify Auditors For Did Not Management Vote - -------------------------------------------------------------------------------- HOME DEPOT, INC. Ticker: HD Security ID: 437076102 Meeting Date: MAY 24, 2007 Meeting Type: Annual Record Date: MAR 26, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director David H. Batchelder For For Management 2 Elect Director Francis S. Blake For For Management 3 Elect Director Gregory D. Brenneman For For Management 4 Elect Director John L. Clendenin For For Management 5 Elect Director Claudio X. Gonzalez For For Management 6 Elect Director Milledge A. Hart, III For For Management 7 Elect Director Bonnie G. Hill For For Management 8 Elect Director Laban P. Jackson, Jr. For For Management 9 Elect Director Helen Johnson-Leipold For For Management 10 Elect Director Lawrence R. Johnston For For Management 11 Elect Director Kenneth G. Langone For For Management 12 Ratify Auditors For For Management 13 Submit Shareholder Rights Plan (Poison Against For Shareholder Pill) to Shareholder Vote 14 Prepare Employment Diversity Report Against Against Shareholder 15 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation 16 Claw-back of Payments under Restatements Against Against Shareholder 17 Submit Supplemental Executive Retirement Against For Shareholder Plans to Shareholder vote 18 Performance-Based Equity Awards Against Against Shareholder 19 Pay for Superior Performance Against Against Shareholder 20 Affirm Political Non-partisanship Against Against Shareholder 21 Separate Chairman and CEO Positions Against Against Shareholder - -------------------------------------------------------------------------------- HONEYWELL INTERNATIONAL, INC. Ticker: HON Security ID: 438516106 Meeting Date: APR 23, 2007 Meeting Type: Annual Record Date: FEB 23, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Gordon M. Bethune For For Management 2 Elect Director Jaime Chico Pardo For For Management 3 Elect Director David M. Cote For For Management 4 Elect Director D. Scott Davis For For Management 5 Elect Director Linnet F. Deily For For Management 6 Elect Director Clive R. Hollick For For Management 7 Elect Director James J. Howard For For Management 8 Elect Director Ivan G. Seidenberg For For Management 9 Elect Director Bradley T. Sheares For For Management 10 Elect Director Eric K. Shinseki For For Management 11 Elect Director John R. Stafford For For Management 12 Elect Director Michael W. Wright For For Management 13 Ratify Auditors For For Management 14 Approve Nonqualified Employee Stock For For Management Purchase Plan 15 Claw-back of Payments under Restatements Against Against Shareholder 16 Performance-Based and/or Time-Based Against Against Shareholder Equity Awards 17 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings 18 Remove Six Sigma Terminology Against Against Shareholder - -------------------------------------------------------------------------------- HUDSON CITY BANCORP, INC. Ticker: HCBK Security ID: 443683107 Meeting Date: APR 24, 2007 Meeting Type: Annual Record Date: MAR 2, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William J. Cosgrove For For Management 1.2 Elect Director Donald O. Quest, M.D. For For Management 1.3 Elect Director Joseph G. Sponholz For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- INTEL CORP. Ticker: INTC Security ID: 458140100 Meeting Date: MAY 16, 2007 Meeting Type: Annual Record Date: MAR 19, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Craig R. Barrett For For Management 2 Elect Director Charlene Barshefsky For For Management 3 Elect Director Susan L. Decker For For Management 4 Elect Director D. James Guzy For For Management 5 Elect Director Reed E. Hundt For For Management 6 Elect Director Paul S. Otellini For For Management 7 Elect Director James D. Plummer For For Management 8 Elect Director David S. Pottruck For For Management 9 Elect Director Jane E. Shaw For For Management 10 Elect Director John L. Thornton For For Management 11 Elect Director David B. Yoffie For For Management 12 Ratify Auditors For For Management 13 Amend Omnibus Stock Plan For For Management 14 Approve Executive Incentive Bonus Plan For For Management 15 Limit Executive Compensation Against Against Shareholder - -------------------------------------------------------------------------------- INTERNATIONAL BUSINESS MACHINES CORP. Ticker: IBM Security ID: 459200101 Meeting Date: APR 24, 2007 Meeting Type: Annual Record Date: FEB 23, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Cathleen Black For For Management 1.2 Elect Director Kenneth I. Chenault For For Management 1.3 Elect Director Juergen Dormann For For Management 1.4 Elect Director Michael L. Eskew For For Management 1.5 Elect Director Shirley Ann Jackson For For Management 1.6 Elect Director Minoru Makihara For For Management 1.7 Elect Director Lucio A. Noto For For Management 1.8 Elect Director James W. Owens For For Management 1.9 Elect Director Samuel J. Palmisano For For Management 1.10 Elect Director Joan E. Spero For For Management 1.11 Elect Director Sidney Taurel For For Management 1.12 Elect Director Lorenzo H. Zambrano For For Management 2 Ratify Auditors For For Management 3 Reduce Supermajority Vote Requirement For For Management 4 Reduce Supermajority Vote Requirement For For Management 5 Reduce Supermajority Vote Requirement For For Management 6 Reduce Supermajority Vote Requirement For For Management 7 Restore or Provide for Cumulative Voting Against For Shareholder 8 Evaluate Age Discrimination in Retirement Against Against Shareholder Plans 9 Review Executive Compensation Against For Shareholder 10 Report on Outsourcing Against Against Shareholder 11 Require a Majority Vote for the Election Against For Shareholder of Directors - -------------------------------------------------------------------------------- JOHNSON & JOHNSON Ticker: JNJ Security ID: 478160104 Meeting Date: APR 26, 2007 Meeting Type: Annual Record Date: FEB 27, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Mary Sue Coleman For For Management 1.2 Elect Director James G. Cullen For For Management 1.3 Elect Director Michael M.E. Johns For For Management 1.4 Elect Director Arnold G. Langbo For For Management 1.5 Elect Director Susan L. Lindquist For For Management 1.6 Elect Director Leo F. Mullin For For Management 1.7 Elect Director Christine A. Poon For For Management 1.8 Elect Director Charles Prince For For Management 1.9 Elect Director Steven S Reinemund For For Management 1.10 Elect Director David Satcher For For Management 1.11 Elect Director William C. Weldon For For Management 2 Ratify Auditors For For Management 3 Require a Majority Vote for the Election Against For Shareholder of Directors 4 Submit Supplemental Executive Retirement Against For Shareholder Plans to Shareholder vote - -------------------------------------------------------------------------------- JPMORGAN CHASE & CO. Ticker: JPM Security ID: 46625H100 Meeting Date: MAY 15, 2007 Meeting Type: Annual Record Date: MAR 16, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Crandall C. Bowles For For Management 1.2 Elect Director Stephen B. Burke For For Management 1.3 Elect Director James S. Crown For For Management 1.4 Elect Director James Dimon For For Management 1.5 Elect Director Ellen V. Futter For For Management 1.6 Elect Director William H. Gray, III For For Management 1.7 Elect Director Laban P. Jackson, Jr. For For Management 1.8 Elect Director Robert I. Lipp For For Management 1.9 Elect Director David C. Novak For For Management 1.10 Elect Director Lee R. Raymond For For Management 1.11 Elect Director William C. Weldon For For Management 2 Ratify Auditors For For Management 3 Put Repricing of Stock Options to Against Against Shareholder Shareholder Vote 4 Performance-Based and/or Time-Based Against Against Shareholder Equity Awards 5 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation 6 Separate Chairman and CEO Positions Against Against Shareholder 7 Provide for Cumulative Voting Against Against Shareholder 8 Require a Majority Vote for the Election Against For Shareholder of Directors 9 Report on Political Contributions Against Against Shareholder 10 Report on Management Initiatives to Against Against Shareholder Address Links to Slavery and Human Rights Abuse - -------------------------------------------------------------------------------- JUNIPER NETWORKS, INC. Ticker: JNPR Security ID: 48203R104 Meeting Date: MAY 17, 2007 Meeting Type: Annual Record Date: MAR 21, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert M. Calderoni For For Management 1.2 Elect Director Pradeep Sindhu For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- KIMBERLY-CLARK CORP. Ticker: KMB Security ID: 494368103 Meeting Date: APR 26, 2007 Meeting Type: Annual Record Date: FEB 26, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director James M. Jenness For For Management 2 Elect Director Linda Johnson Rice For For Management 3 Elect Director Marc J. Shapiro For For Management 4 Ratify Auditors For For Management 5 Declassify the Board of Directors For For Management 6 Adopt Simple Majority Vote Against For Shareholder 7 Adopt ILO Standards Against Against Shareholder 8 Report on Feasibility of Phasing Out the Against Against Shareholder Use of Non-certified Wood Fiber - -------------------------------------------------------------------------------- MARCUS CORP., THE Ticker: MCS Security ID: 566330106 Meeting Date: OCT 4, 2006 Meeting Type: Annual Record Date: AUG 4, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Stephen H. Marcus For Withhold Management 1.2 Elect Director Diane Marcus Gershowitz For Withhold Management 1.3 Elect Director Daniel F. McKeithan, Jr. For For Management 1.4 Elect Director Allan H. Selig For Withhold Management 1.5 Elect Director Timothy E. Hoeksema For For Management 1.6 Elect Director Bruce J. Olson For Withhold Management 1.7 Elect Director Philip L. Milstein For For Management 1.8 Elect Director Bronson J. Haase For For Management 1.9 Elect Director James D. Ericson For For Management 1.10 Elect Director Gregory S. Marcus For Withhold Management - -------------------------------------------------------------------------------- MARSH & MCLENNAN COMPANIES, INC. Ticker: MMC Security ID: 571748102 Meeting Date: MAY 17, 2007 Meeting Type: Annual Record Date: MAR 20, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Zachary W. Carter For For Management 2 Elect Director Oscar Fanjul For For Management 3 Ratify Auditors For For Management 4 Amend Qualified Employee Stock Purchase For For Management Plan 5 Report on Political Contributions Against Against Shareholder - -------------------------------------------------------------------------------- MASCO CORPORATION Ticker: MAS Security ID: 574599106 Meeting Date: MAY 8, 2007 Meeting Type: Annual Record Date: MAR 15, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Dennis W. Archer For For Management 2 Elect Director Anthony F. Earley, Jr. For For Management 3 Elect Director Lisa A. Payne For For Management 4 Elect Director Peter A. Dow For For Management 5 Ratify Auditors For For Management - -------------------------------------------------------------------------------- MCDONALD'S CORP. Ticker: MCD Security ID: 580135101 Meeting Date: MAY 24, 2007 Meeting Type: Annual Record Date: MAR 26, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Edward A. Brennan For For Management 2 Elect Director Walter E. Massey For For Management 3 Elect Director John W. Rogers, Jr. For For Management 4 Elect Director Roger W. Stone For For Management 5 Ratify Auditors For For Management 6 Label Genetically Modified Organisms Against Against Shareholder 7 Adopt and Implement ILO Based Code of Against Against Shareholder Conduct - -------------------------------------------------------------------------------- MEDTRONIC, INC. Ticker: MDT Security ID: 585055106 Meeting Date: AUG 24, 2006 Meeting Type: Annual Record Date: JUN 26, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Richard H. Anderson For For Management 1.2 Elect Director Michael R. Bonsignore For For Management 1.3 Elect Director Robert C. Pozen For For Management 1.4 Elect Director Gordon M. Sprenger For Withhold Management 2 Ratify Auditors For For Management 3 Require a Majority Vote for the Election Against For Shareholder of Directors - -------------------------------------------------------------------------------- MEMC ELECTRONIC MATERIALS, INC. Ticker: WFR Security ID: 552715104 Meeting Date: APR 25, 2007 Meeting Type: Annual Record Date: MAR 1, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John Marren For Withhold Management 1.2 Elect Director William E. Stevens For For Management 1.3 Elect Director James B. Williams For For Management 2 Amend Omnibus Stock Plan For For Management - -------------------------------------------------------------------------------- MEREDITH CORP. Ticker: MDP Security ID: 589433101 Meeting Date: NOV 8, 2006 Meeting Type: Annual Record Date: SEP 8, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Herbert M. Baum For For Management 1.2 Elect Director James R. Craigie For For Management 1.3 Elect Director Frederick B. Henry For For Management 1.4 Elect Director William T. Kerr For For Management - -------------------------------------------------------------------------------- MERRILL LYNCH & CO., INC. Ticker: MER Security ID: 590188108 Meeting Date: APR 27, 2007 Meeting Type: Annual Record Date: FEB 28, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John D. Finnegan For For Management 1.2 Elect Director Joseph W. Prueher For For Management 1.3 Elect Director Ann N. Reese For For Management 2 Ratify Auditors For For Management 3 Restore or Provide for Cumulative Voting Against For Shareholder 4 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation 5 Performance-Based and/or Time-Based Against Against Shareholder Equity Awards - -------------------------------------------------------------------------------- MICROSOFT CORP. Ticker: MSFT Security ID: 594918104 Meeting Date: NOV 14, 2006 Meeting Type: Annual Record Date: SEP 8, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director William H. Gates, III For For Management 2 Elect Director Steven A. Ballmer For For Management 3 Elect Director James I. Cash, Jr., Ph.D. For For Management 4 Elect Director Dina Dublon For For Management 5 Elect Director Raymond V. Gilmartin For For Management 6 Elect Director David F. Marquardt For For Management 7 Elect Director Charles H. Noski For For Management 8 Elect Director Helmut Panke For For Management 9 Elect Director Jon A. Shirley For For Management 10 Ratify Auditors For For Management 11 Cease Product Sales that Can Be Used to Against Against Shareholder Violate Human Rights 12 Amend EEO Statement to Not Reference Against Against Shareholder Sexual Orientation 13 Establish Shareholder Advisory Committee Against Against Shareholder - -------------------------------------------------------------------------------- MOTOROLA, INC. Ticker: MOT Security ID: 620076109 Meeting Date: MAY 7, 2007 Meeting Type: Proxy Contest Record Date: MAR 8, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director E. Zander For Did Not Management Vote 1.2 Elect Director D. Dorman For Did Not Management Vote 1.3 Elect Director J. Lewent For Did Not Management Vote 1.4 Elect Director T. Meredith For Did Not Management Vote 1.5 Elect Director N. Negroponte For Did Not Management Vote 1.6 Elect Director S. Scott, III For Did Not Management Vote 1.7 Elect Director R. Sommer For Did Not Management Vote 1.8 Elect Director J. Stengel For Did Not Management Vote 1.9 Elect Director D. Warner, III For Did Not Management Vote 1.10 Elect Director J. White For Did Not Management Vote 1.11 Elect Director M. White For Did Not Management Vote 2 Amend Qualified Employee Stock Purchase For Did Not Management Plan Vote 3 Advisory Vote to Ratify Named Executive Against Did Not Shareholder Officers' Compensation Vote 4 Claw-back of Payments under Restatements Against Did Not Shareholder Vote 1.1 Elect Director Carl C. Icahn For For Management 1.2 Elect Director E. Zander For For Management 1.3 Elect Director D. Dorman For For Management 1.4 Elect Director J. Lewent For For Management 1.5 Elect Director T. Meredith For For Management 1.6 Elect Director N. Negroponte For For Management 1.7 Elect Director S. Scott, III For For Management 1.8 Elect Director R. Sommer For For Management 1.9 Elect Director J. Stengel For For Management 1.10 Elect Director D. Warner, III For For Management 1.11 Elect Director M. White For For Management 2 Amend Qualified Employee Stock Purchase None For Management Plan 3 Advisory Vote to Ratify Named Executive For For Shareholder Officers' Compensation 4 Claw-back of Payments under Restatements None For Shareholder - -------------------------------------------------------------------------------- NABORS INDUSTRIES, LTD. Ticker: NBR Security ID: G6359F103 Meeting Date: JUN 5, 2007 Meeting Type: Annual Record Date: APR 5, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Alexander M. Knaster For For Management 1.2 Elect Director James L. Payne For For Management 1.3 Elect Director Hans W. Schmidt For For Management 2 Ratify Auditors For For Management 3 SHAREHOLDER PROPOSAL TO PERMIT Against For Shareholder SHAREHOLDERS TO VOTE ON AN ADVISORY RESOLUTION TO RATIFY THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS OF THE COMPANY. 4 SHAREHOLDER PROPOSAL TO ADOPT A PAY FOR Against Against Shareholder SUPERIOR PERFORMANCE STANDARD IN THE COMPANY S EXECUTIVE COMPENSATION PLAN FOR SENIOR EXECUTIVES. - -------------------------------------------------------------------------------- PEPSICO, INC. Ticker: PEP Security ID: 713448108 Meeting Date: MAY 2, 2007 Meeting Type: Annual Record Date: MAR 9, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Dina Dublon For For Management 2 Elect Director Victor J. Dzau, M.D. For For Management 3 Elect Director Ray L. Hunt For For Management 4 Elect Director Alberto Ibarguen For For Management 5 Elect Director Arthur C. Martinez For For Management 6 Elect Director Indra K. Nooyi For For Management 7 Elect Director Sharon Percy Rockefeller For For Management 8 Elect Director James J. Schiro For For Management 9 Elect Director Daniel Vasella For For Management 10 Elect Director Michael D. White For For Management 11 Ratify Auditors For For Management 12 Approve Omnibus Stock Plan For For Management 13 Report on Charitable Contributions Against Against Shareholder - -------------------------------------------------------------------------------- PFIZER INC. Ticker: PFE Security ID: 717081103 Meeting Date: APR 26, 2007 Meeting Type: Annual Record Date: MAR 1, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Dennis A. Ausiello For For Management 1.2 Elect Director Michael S. Brown For For Management 1.3 Elect Director M. Anthony Burns For For Management 1.4 Elect Director Robert N. Burt For For Management 1.5 Elect Director W. Don Cornwell For For Management 1.6 Elect Director William H. Gray, III For For Management 1.7 Elect Director Constance J. Horner For For Management 1.8 Elect Director William R. Howell For For Management 1.9 Elect Director Jeffrey B. Kindler For For Management 1.10 Elect Director George A. Lorch For For Management 1.11 Elect Director Dana G. Mead For For Management 1.12 Elect Director William C. Steere, Jr. For For Management 2 Ratify Auditors For For Management 3 Restore or Provide for Cumulative Voting Against For Shareholder 4 Report on Animal Testing Policies Against Against Shareholder 5 Amend Animal Welfare Policy Against Against Shareholder 6 Require Director Nominee Qualifications Against Against Shareholder - -------------------------------------------------------------------------------- PITNEY BOWES INC. Ticker: PBI Security ID: 724479100 Meeting Date: MAY 14, 2007 Meeting Type: Annual Record Date: MAR 9, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Linda G. Alvarado For For Management 1.2 Elect Director Ernie Green For For Management 1.3 Elect Director John S. McFarlane For For Management 1.4 Elect Director Eduardo R. Menasce For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management 4 Require Majority Vote to Elect Directors For For Management in an Uncontested Election - -------------------------------------------------------------------------------- PPG INDUSTRIES, INC. Ticker: PPG Security ID: 693506107 Meeting Date: APR 19, 2007 Meeting Type: Annual Record Date: FEB 16, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James G. Berges For For Management 1.2 Elect Director Erroll B. Davis, Jr. For For Management 1.3 Elect Director Victoria F. Haynes For For Management 2 Ratify Auditors For For Management 3 Amend Articles/Bylaws/Charter General For For Management Matters 4 Eliminate Cumulative Voting For Against Management 5 Submit Severance Agreement (Change in Against For Shareholder Control) to shareholder Vote - -------------------------------------------------------------------------------- PROCTER & GAMBLE COMPANY, THE Ticker: PG Security ID: 742718109 Meeting Date: OCT 10, 2006 Meeting Type: Annual Record Date: AUG 11, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Norman R. Augustine For For Management 1.2 Elect Director A.G. Lafley For For Management 1.3 Elect Director Johnathan A. Rodgers For For Management 1.4 Elect Director John F. Smith, Jr. For For Management 1.5 Elect Director Margaret C. Whitman For For Management 2 Approve Decrease in Size of Board For For Management 3 Ratify Auditors For For Management 4 Amend Omnibus Stock Plan For For Management 5 Put Repricing of Stock Options to Against Against Shareholder Shareholder Vote - -------------------------------------------------------------------------------- QUALCOMM INC. Ticker: QCOM Security ID: 747525103 Meeting Date: MAR 13, 2007 Meeting Type: Annual Record Date: JAN 12, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Barbara T. Alexander For For Management 1.2 Elect Director Raymond V. Dittamore For For Management 1.3 Elect Director Irwin Mark Jacobs For For Management 1.4 Elect Director Sherry Lansing For For Management 1.5 Elect Director Peter M. Sacerdote For For Management 1.6 Elect Director Marc I. Stern For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- RAYTHEON CO. Ticker: RTN Security ID: 755111507 Meeting Date: MAY 2, 2007 Meeting Type: Annual Record Date: MAR 8, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Barbara M. Barrett For For Management 2 Elect Director Vernon E. Clark For For Management 3 Elect Director John M. Deutch For For Management 4 Elect Director Frederic M. Poses For For Management 5 Elect Director Michael C. Ruettgers For For Management 6 Elect Director Ronald L. Skates For For Management 7 Elect Director William R. Spivey For For Management 8 Elect Director Linda G. Stuntz For For Management 9 Elect Director William H. Swanson For For Management 10 Ratify Auditors For For Management 11 Separate Chairman and CEO Positions Against Against Shareholder 12 Restore or Provide for Cumulative Voting Against Against Shareholder 13 Submit Supplemental Executive Retirement Against Against Shareholder Plans to Shareholder vote - -------------------------------------------------------------------------------- SCHERING-PLOUGH CORP. Ticker: SGP Security ID: 806605101 Meeting Date: MAY 18, 2007 Meeting Type: Annual Record Date: MAR 28, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Hans W. Becherer For For Management 1.2 Elect Director Thomas J. Colligan For For Management 1.3 Elect Director Fred Hassan For For Management 1.4 Elect Director C. Robert Kidder For For Management 1.5 Elect Director Philip Leder, M.D. For For Management 1.6 Elect Director Eugene R. McGrath For For Management 1.7 Elect Director Carl E. Mundy, Jr. For For Management 1.8 Elect Director Antonio M. Perez For For Management 1.9 Elect Director Patricia F. Russo For For Management 1.10 Elect Director Jack L. Stahl For For Management 1.11 Elect Director Kathryn C. Turner For For Management 1.12 Elect Director Robert F.W. van Oordt For For Management 1.13 Elect Director Arthur F. Weinbach For For Management 2 Ratify Auditors For For Management 3 Reduce Supermajority Vote Requirement For For Management 4 Company Specific--Adopt Majority Voting For Against Management 5 Performance-Based and/or Time-Based Against Against Shareholder Equity Awards - -------------------------------------------------------------------------------- SCHLUMBERGER LTD. Ticker: SLB Security ID: 806857108 Meeting Date: APR 11, 2007 Meeting Type: Annual Record Date: FEB 21, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director P. Camus For For Management 1.2 Elect Director J.S. Gorelick For For Management 1.3 Elect Director A. Gould For For Management 1.4 Elect Director T. Isaac For For Management 1.5 Elect Director N. Kudryavtsev For For Management 1.6 Elect Director A. Lajous For For Management 1.7 Elect Director M.E. Marks For For Management 1.8 Elect Director D. Primat For For Management 1.9 Elect Director L.R. Reif For For Management 1.10 Elect Director T.I. Sandvold For For Management 1.11 Elect Director N. Seydoux For For Management 1.12 Elect Director L.G. Stuntz For For Management 1.13 Elect Director R. Talwar For For Management 2 ADOPTION AND APPROVAL OF FINANCIALS AND For For Management DIVIDENDS. 3 APPROVAL OF INDEPENDENT REGISTERED PUBLIC For For Management ACCOUNTING FIRM. - -------------------------------------------------------------------------------- TIME WARNER INC Ticker: TWX Security ID: 887317105 Meeting Date: MAY 18, 2007 Meeting Type: Annual Record Date: MAR 30, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James L. Barksdale For For Management 1.2 Elect Director Jeffrey L. Bewkes For For Management 1.3 Elect Director Stephen F. Bollenbach For For Management 1.4 Elect Director Frank J. Caufield For For Management 1.5 Elect Director Robert C. Clark For For Management 1.6 Elect Director Mathias Dopfner For For Management 1.7 Elect Director Jessica P. Einhorn For For Management 1.8 Elect Director Reuben Mark For For Management 1.9 Elect Director Michael A. Miles For For Management 1.10 Elect Director Kenneth J. Novack For For Management 1.11 Elect Director Richard D. Parsons For For Management 1.12 Elect Director Francis T. Vincent, Jr. For For Management 1.13 Elect Director Deborah C. Wright For For Management 2 Ratify Auditors For For Management 3 Reduce Supermajority Vote Requirement For For Management 4 Advisory Vote to Ratify Named Executive Against For Shareholder Officers'Compensation 5 Separate Chairman and CEO Positions Against Against Shareholder 6 Company Specific- Adopt Simple Majority Against For Shareholder Vote 7 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings 8 Company-Specific- Stockholder Against Against Shareholder Ratification of Director Compensation, When a Stockholder Rights Plan Has Been Adopted - -------------------------------------------------------------------------------- TRAVELERS COMPANIES, INC., THE Ticker: TRV Security ID: 89417E109 Meeting Date: MAY 1, 2007 Meeting Type: Annual Record Date: MAR 5, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Alan L. Beller For For Management 1.2 Elect Director John H. Dasburg For For Management 1.3 Elect Director Janet M. Dolan For For Management 1.4 Elect Director Kenneth M. Duberstein For For Management 1.5 Elect Director Jay S. Fishman For For Management 1.6 Elect Director Lawrence G. Graev For For Management 1.7 Elect Director Patricia L. Higgins For For Management 1.8 Elect Director Thomas R. Hodgson For For Management 1.9 Elect Director Cleve L. Killingsworth, For For Management Jr. 1.10 Elect Director Robert I. Lipp For For Management 1.11 Elect Director Blythe J. McGarvie For For Management 1.12 Elect Director Glen D. Nelson, M.D. For For Management 1.13 Elect Director Laurie J. Thomsen For For Management 2 Ratify Auditors For For Management 3 Company Specific- Majority Vote for the For For Management Election of Directors - -------------------------------------------------------------------------------- TYCO INTERNATIONAL LTD. Ticker: TYC Security ID: 902124106 Meeting Date: MAR 8, 2007 Meeting Type: Annual Record Date: JAN 12, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Dennis C. Blair For For Management 1.2 Elect Director Edward D. Breen For For Management 1.3 Elect Director Brian Duperreault For For Management 1.4 Elect Director Bruce S. Gordon For For Management 1.5 Elect Director Rajiv L. Gupta For For Management 1.6 Elect Director John A. Krol For For Management 1.7 Elect Director H. Carl Mccall For For Management 1.8 Elect Director Brendan R. O'Neill For For Management 1.9 Elect Director William S. Stavropoulous For For Management 1.10 Elect Director Sandra S. Wijnberg For For Management 1.11 Elect Director Jerome B. York For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- TYCO INTERNATIONAL LTD. Ticker: TYC Security ID: 902124106 Meeting Date: MAR 8, 2007 Meeting Type: Special Record Date: JAN 12, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 APPROVAL OF REVERSE STOCK SPLIT OF THE For For Management COMPANYS COMMON SHARES AT A SPLIT RATIO OF 1 FOR 4 2 APPROVAL OF CONSEQUENTIAL AMENDMENT TO For For Management THE COMPANY S AMENDED AND RESTATED BYE-LAWS. - -------------------------------------------------------------------------------- UNITED PARCEL SERVICE, INC. Ticker: UPS Security ID: 911312106 Meeting Date: MAY 10, 2007 Meeting Type: Annual Record Date: MAR 12, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael J. Burns For For Management 1.2 Elect Director D. Scott Davis For For Management 1.3 Elect Director Stuart E. Eizenstat For For Management 1.4 Elect Director Michael L. Eskew For For Management 1.5 Elect Director James P. Kelly For For Management 1.6 Elect Director Ann M. Livermore For For Management 1.7 Elect Director Victor A. Pelson For For Management 1.8 Elect Director John W. Thompson For For Management 1.9 Elect Director Carol B. Tome For For Management 1.10 Elect Director Ben Verwaayen For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- UNITED TECHNOLOGIES CORP. Ticker: UTX Security ID: 913017109 Meeting Date: APR 11, 2007 Meeting Type: Annual Record Date: FEB 13, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Louis R. Chenevert For For Management 1.2 Elect Director George David For For Management 1.3 Elect Director John V. Faraci For For Management 1.4 Elect Director Jean-Pierre Garnier For For Management 1.5 Elect Director Jamie S. Gorelick For For Management 1.6 Elect Director Charles R. Lee For For Management 1.7 Elect Director Richard D. Mccormick For For Management 1.8 Elect Director Harold Mcgraw III For For Management 1.9 Elect Director Richard B. Myers For For Management 1.10 Elect Director Frank P. Popoff For For Management 1.11 Elect Director H. Patrick Swygert For For Management 1.12 Elect Director Andre Villeneuve For For Management 1.13 Elect Director H.A. Wagner For For Management 1.14 Elect Director Christine Todd Whitman For For Management 2 Ratify Auditors For For Management 3 Establish Term Limits for Directors Against Against Shareholder 4 Report on Foreign Military Sales Against Against Shareholder 5 Report on Political Contributions Against Against Shareholder 6 Advisory Vote to Ratify Named Executive Against Against Shareholder Officers' Compensation 7 Pay For Superior Performance Against Against Shareholder - -------------------------------------------------------------------------------- UNITEDHEALTH GROUP INCORPORATED Ticker: UNH Security ID: 91324P102 Meeting Date: MAY 29, 2007 Meeting Type: Annual Record Date: APR 9, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William C. Ballard, Jr. For For Management 1.2 Elect Director Richard T. Burke For For Management 1.3 Elect Director Stephen J. Hemsley For For Management 1.4 Elect Director Robert J. Darretta For For Management 2 Company Specific--Majority Vote for the For For Management Election of Directors 3 Declassify the Board of Directors For For Management 4 Reduce Supermajority Vote Requirement for For For Management Removal of Directors 5 Reduce Supermajority Vote Requirement For For Management 6 Amend Articles-Make Stylistic, Clarifying For For Management and Conforming Changes 7 Ratify Auditors For For Management 8 Performance-Based and/or Time-Based Against Against Shareholder Equity Awards 9 Establish SERP Policy Against For Shareholder 10 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation 11 Equal Access to the Proxy for Purpose of Against Against Shareholder Electing a Director - -------------------------------------------------------------------------------- VERIZON COMMUNICATIONS Ticker: VZ Security ID: 92343V104 Meeting Date: MAY 3, 2007 Meeting Type: Annual Record Date: MAR 5, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director James R. Barker For For Management 2 Elect Director Richard L. Carrion For For Management 3 Elect Director M. Frances Keeth For For Management 4 Elect Director Robert W. Lane For For Management 5 Elect Director Sandra O. Moose For For Management 6 Elect Director Joseph Neubauer For For Management 7 Elect Director Donald T. Nicolaisen For For Management 8 Elect Director Thomas H. O'Brien For For Management 9 Elect Director Clarence Otis, Jr. For For Management 10 Elect Director Hugh B. Price For For Management 11 Elect Director Ivan G. Seidenberg For For Management 12 Elect Director Walter V. Shipley For For Management 13 Elect Director John W. Snow For For Management 14 Elect Director John R. Stafford For For Management 15 Elect Director Robert D. Storey For For Management 16 Ratify Auditors For For Management 17 Limit Executive Compensation Against Against Shareholder 18 Eliminate or Restrict Severance Against For Shareholder Agreements (Change-in-Control) 19 Disclose Information on Compensation Against For Shareholder Consultant 20 Advisory Vote to Ratify Named Executive Against For Shareholder Officer's Compensation 21 Adopt Policy on Overboarded Director Against Against Shareholder 22 Approve Terms of Existing Poison Pill Against Against Shareholder 23 Report on Charitable Contributions Against Against Shareholder - -------------------------------------------------------------------------------- WAL-MART STORES, INC. Ticker: WMT Security ID: 931142103 Meeting Date: JUN 1, 2007 Meeting Type: Annual Record Date: APR 5, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Aida M. Alvarez For For Management 2 Elect Director James W. Breyer For For Management 3 Elect Director M. Michele Burns For For Management 4 Elect Director James I. Cash, Jr. For For Management 5 Elect Director Roger C. Corbett For For Management 6 Elect Director Douglas N. Daft For For Management 7 Elect Director David D. Glass For For Management 8 Elect Director Roland A. Hernandez For For Management 9 Elect Director Allen I. Questrom For For Management 10 Elect Director H. Lee Scott, Jr. For For Management 11 Elect Director Jack C. Shewmaker For Abstain Management 12 Elect Director Jim C. Walton For For Management 13 Elect Director S. Robson Walton For For Management 14 Elect Director Christopher J. Williams For For Management 15 Elect Director Linda S. Wolf For For Management 16 Ratify Auditors For For Management 17 Report on Charitable Contributions Against Against Shareholder 18 Report on Healthcare Policies Against Against Shareholder 19 Pay For Superior Performance Against Against Shareholder 20 Report on Equity Compensation by Race and Against Against Shareholder Gender 21 Report on Pay Disparity Against Against Shareholder 22 Prepare Business Social Responsibility Against Against Shareholder Report 23 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation 24 Report on Political Contributions Against For Shareholder 25 Report on Social and Reputation Impact of Against Against Shareholder Failure to Comply with ILO Conventions 26 Restore or Provide for Cumulative Voting Against For Shareholder 27 Require Director Nominee Qualifications Against Against Shareholder - -------------------------------------------------------------------------------- WALGREEN CO. Ticker: WAG Security ID: 931422109 Meeting Date: JAN 10, 2007 Meeting Type: Annual Record Date: NOV 13, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director David W. Bernauer For For Management 1.2 Elect Director William C. Foote For For Management 1.3 Elect Director James J. Howard For For Management 1.4 Elect Director Alan G. McNally For For Management 1.5 Elect Director Cordell Reed For For Management 1.6 Elect Director Jeffrey A. Rein For For Management 1.7 Elect Director Nancy M. Schlichting For For Management 1.8 Elect Director David Y. Schwartz For For Management 1.9 Elect Director James A. Skinner For For Management 1.10 Elect Director Marilou M. von Ferstel For For Management 1.11 Elect Director Charles R. Walgreen, III For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management - -------------------------------------------------------------------------------- WALT DISNEY COMPANY, THE Ticker: DIS Security ID: 254687106 Meeting Date: MAR 8, 2007 Meeting Type: Annual Record Date: JAN 8, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John E. Bryson For For Management 1.2 Elect Director John S. Chen For For Management 1.3 Elect Director Judith L. Estrin For For Management 1.4 Elect Director Robert A. Iger For For Management 1.5 Elect Director Steven P. Jobs For For Management 1.6 Elect Director Fred H. Langhammer For For Management 1.7 Elect Director Aylwin B. Lewis For For Management 1.8 Elect Director Monica C. Lozano For For Management 1.9 Elect Director Robert W. Matschullat For For Management 1.10 Elect Director John E. Pepper, Jr. For For Management 1.11 Elect Director Orin C. Smith For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Amend Executive Incentive Bonus Plan For For Management 5 Company-Specific--Governance-Related - No Against Against Shareholder Greenmail payments 6 Approve/Amend Terms of Existing Poison Against For Shareholder Pill - -------------------------------------------------------------------------------- WARNER MUSIC GROUP CORP. Ticker: WMG Security ID: 934550104 Meeting Date: FEB 23, 2007 Meeting Type: Annual Record Date: JAN 4, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Edgar Bronfman, Jr. For For Management 1.2 Elect Director Len Blavatnik For For Management 1.3 Elect Director Shelby W. Bonnie For For Management 1.4 Elect Director Richard Bressler For For Management 1.5 Elect Director John P. Connaughton For For Management 1.6 Elect Director Phyllis E. Grann For For Management 1.7 Elect Director Michele J. Hooper For For Management 1.8 Elect Director Scott L. Jaeckel For For Management 1.9 Elect Director Seth W. Lawry For For Management 1.10 Elect Director Thomas H. Lee For For Management 1.11 Elect Director Ian Loring For For Management 1.12 Elect Director Jonathan M. Nelson For For Management 1.13 Elect Director Mark Nunnelly For For Management 1.14 Elect Director Scott M. Sperling For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management 4 Other Business For For Management - -------------------------------------------------------------------------------- WASTE MANAGEMENT, INC. Ticker: WMI Security ID: 94106L109 Meeting Date: MAY 4, 2007 Meeting Type: Annual Record Date: MAR 9, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Pastora San Juan Cafferty For For Management 2 Elect Director Frank M. Clark, Jr. For For Management 3 Elect Director Patrick W. Gross For For Management 4 Elect Director Thomas I. Morgan For For Management 5 Elect Director John C. Pope For For Management 6 Elect Director W. Robert Reum For For Management 7 Elect Director Steven G. Rothmeier For For Management 8 Elect Director David P. Steiner For For Management 9 Elect Director Thomas H. Weidemeyer For For Management 10 Ratify Auditors For For Management - -------------------------------------------------------------------------------- WELLS FARGO & COMPANY Ticker: WFC Security ID: 949746101 Meeting Date: APR 24, 2007 Meeting Type: Annual Record Date: MAR 6, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John S. Chen For For Management 1.2 Elect Director Lloyd H. Dean For For Management 1.3 Elect Director Susan E. Engel For For Management 1.4 Elect Director Enrique Hernandez, Jr. For For Management 1.5 Elect Director Robert L. Joss For For Management 1.6 Elect Director Richard M. Kovacevich For For Management 1.7 Elect Director Richard D. McCormick For For Management 1.8 Elect Director Cynthia H. Milligan For For Management 1.9 Elect Director Nicholas G. Moore For For Management 1.10 Elect Director Philip J. Quigley For For Management 1.11 Elect Director Donald B. Rice For For Management 1.12 Elect Director Judith M. Runstad For For Management 1.13 Elect Director Stephen W. Sanger For For Management 1.14 Elect Director Susan G. Swenson For For Management 1.15 Elect Director John G. Stumpf For For Management 1.16 Elect Director Michael W. Wright For For Management 2 Ratify Auditors For For Management 3 Separate Chairman and CEO Positions Against Against Shareholder 4 Advisory Vote to Ratify Named Executive Against Against Shareholder Officers' Compensation 5 Establish SERP Policy Against For Shareholder 6 Report on Racial and Ethnic Disparities Against Against Shareholder in Loan Pricing 7 Report on Emission Reduction Goals Against Against Shareholder - -------------------------------------------------------------------------------- WYETH Ticker: WYE Security ID: 983024100 Meeting Date: APR 26, 2007 Meeting Type: Annual Record Date: MAR 2, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Robert Essner For For Management 2 Elect Director John D. Feerick For For Management 3 Elect Director Frances D. Fergusson For For Management 4 Elect Director Victor F. Ganzi For For Management 5 Elect Director Robert Langer For For Management 6 Elect Director John P. Mascotte For For Management 7 Elect Director Raymond J. McGuire For For Management 8 Elect Director Mary Lake Polan For For Management 9 Elect Director Bernard Poussot For For Management 10 Elect Director Gary L. Rogers For For Management 11 Elect Director Ivan G. Seidenberg For For Management 12 Elect Director Walter V. Shipley For For Management 13 Elect Director John R. Torell III For For Management 14 Ratify Auditors For For Management 15 Reduce Supermajority Vote Requirement For For Management 16 Amend Omnibus Stock Plan For For Management 17 Adopt Animal Welfare Policy Against Against Shareholder 18 Report on Policy to Limit Drug Supply to Against Against Shareholder Canada 19 Report on Political Contributions Against Against Shareholder 20 Claw-back of Payments under Restatements Against For Shareholder 21 Company-Specific - Interlocking Against Against Shareholder Directorship 22 Disclose Information-Proposal Withdrawn. Against Abstain Shareholder No Vote Required 23 Separate Chairman and CEO Positions Against For Shareholder 24 Advisory Vote to Ratify Named Executive Against Against Shareholder Officers' Compensation - -------------------------------------------------------------------------------- YAHOO!, INC. Ticker: YHOO Security ID: 984332106 Meeting Date: JUN 12, 2007 Meeting Type: Annual Record Date: APR 16, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Terry S. Semel For For Management 2 Elect Director Jerry Yang For For Management 3 Elect Director Roy J. Bostock For For Management 4 Elect Director Ronald W. Burkle For For Management 5 Elect Director Eric Hippeau For For Management 6 Elect Director Vyomesh Joshi For For Management 7 Elect Director Arthur H. Kern For For Management 8 Elect Director Robert A. Kotick For For Management 9 Elect Director Edward R. Kozel For For Management 10 Elect Director Gary L. Wilson For For Management 11 Amend Omnibus Stock Plan For For Management 12 Amend Qualified Employee Stock Purchase For For Management Plan 13 Ratify Auditors For For Management 14 Pay For Superior Performance Against Against Shareholder 15 Adopt Policies to Protect Freedom of Against Against Shareholder Access to the Internet 16 Amend Bylaws to Establish a Board Against Against Shareholder Committee on Human Rights ========== END NPX REPORT Page 1
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.
Legg Mason Partners Appreciation Fund, Inc.
By:
/s/ R. Jay Gerken
R. Jay Gerken
Chairman of the Board, President and Chief Executive Officer of
Legg Mason Partners Appreciation Fund, Inc.
Date: August 30, 2007