UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING OF REGISTERED MANAGEMENT
INVESTMENT COMPANY
Investment Company Act file number 811-8168
Aquila Three Peaks Opportunity Growth Fund
(formerly, Aquila Rocky Mountain Equity Fund)
(Exact name of registrant as specified in charter)
380 Madison Avenue, New York, NY 10017
(Address of principal executive offices) (Zip code)
Joseph P. DiMaggio, Chief Financial Officer, and Treasurer
380 Madison Avenue, New York, NY 10017
(name and address of agent for service)
Registrant's telephone number, including area code: 212-697-6666
Date of fiscal year end: December 31, 2011
Date of reporting period: June 30, 2012
Form N-PX is to be used by a registered management investment company, other than a small business investment company registered on Form N-5 (subsections 239.24 and 274.5 of this chapter), to file reports with the Commission, not later than August 31 of each year, containing the registrant's proxy voting record for the most recent twelve-month period ended June 30, pursuant to section 30 of the Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4). The Commission may use the information provided on Form N-PX in its regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-PX, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-PX unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to the Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, D.C. 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. subsection 3507.
Item. 1 Proxy Voting Record
******************************* FORM N-PX REPORT *******************************
ICA File Number: 811-08168
Reporting Period: 07/01/2011 - 06/30/2012
Aquila Three Peaks Opportunity Growth Fund
======================= Aquila Three Peaks Opportunity Growth Fund =======================
| AMERICAN TOWER CORPORATION |
| | | | | |
| Ticker: | AMT | | Security ID: | 029912201 |
| Meeting Date: | NOV 29, 2011 | | Meeting Type: | Special |
| Record Date: | OCT 03, 2011 | | | |
| # | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1 | Approve Reorganization Plan | For | For | Management |
| 2 | Adjourn Meeting | For | For | Management |
| AMERICAN TOWER CORPORATION |
| | | | | |
| Ticker: | AMT | | Security ID: | 03027X100 |
| Meeting Date: | JUN 19, 2012 | | Meeting Type: | Annual |
| Record Date: | APR 20, 2012 | | | |
| # | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1 | Elect Director Raymond P. Dolan | For | For | Management |
| 2 | Elect Director Ronald M. Dykes | For | For | Management |
| 3 | Elect Director Carolyn F. Katz | For | For | Management |
| 4 | Elect Director Gustavo Lara Cantu | For | For | Management |
| 5 | Elect Director Joann A. Reed | For | For | Management |
| 6 | Elect Director Pamela D.A. Reeve | For | For | Management |
| 7 | Elect Director David E. Sharbutt | For | For | Management |
| 8 | Elect Director James D. Taiclet, Jr. | For | For | Management |
| 9 | Elect Director Samme L. Thompson | For | For | Management |
| 10 | Ratify Auditors | For | For | Management |
| 11 | Advisory Vote to Ratify Named | For | For | Management |
| | Executive Officers' Compensation | | | |
| 12 | Stock Retention/Holding Period | Against | For | Shareholder |
| AMERISTAR CASINOS, INC. |
| | | | | |
| Ticker: | ASCA | | Security ID: | 03070Q101 |
| Meeting Date: | JUN 13, 2012 | | Meeting Type: | Annual |
| Record Date: | MAY 01, 2012 | | | |
| # | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1.1 | Elect Director Thomas M. Steinbauer | For | For | Management |
| 1.2 | Elect Director Leslie Nathanson Juris | For | For | Management |
| 2 | Ratify Auditors | For | For | Management |
| 3 | Amend Executive Incentive Bonus Plan | For | For | Management |
| 4 | Advisory Vote to Ratify Named | For | For | Management |
| | Executive Officers' Compensation | | | |
| ARCH COAL, INC. |
| | | | | |
| Ticker: | ACI | | Security ID: | 039380100 |
| Meeting Date: | APR 26, 2012 | | Meeting Type: | Annual |
| Record Date: | MAR 01, 2012 | | | |
| # | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1.1 | Elect Director David D. Freudenthal | For | For | Management |
| 1.2 | Elect Director Patricia F. Godley | For | For | Management |
| 1.3 | Elect Director George C. Morris, III | For | For | Management |
| 1.4 | Elect Director Wesley M. Taylor | For | For | Management |
| 1.5 | Elect Director Peter I. Wold | For | For | Management |
| 2 | Ratify Auditors | For | For | Management |
| 3 | Advisory Vote to Ratify Named | For | For | Management |
| | Executive Officers' Compensation | | | |
| 4 | Report on Appalachian Mining | Against | For | Shareholder |
| | Environmental and Health Hazard | | | |
| | Reduction Efforts | | | |
| BALL CORPORATION |
| | | | | |
| Ticker: | BLL | | Security ID: | 058498106 |
| Meeting Date: | APR 25, 2012 | | Meeting Type: | Annual |
| Record Date: | MAR 01, 2012 | | | |
| # | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1.1 | Elect Director Robert W. Alspaugh | For | Withhold | Management |
| 1.2 | Elect Director R. David Hoover | For | Withhold | Management |
| 1.3 | Elect Director Jan Nicholson | For | Withhold | Management |
| 2 | Ratify Auditors | For | For | Management |
| 3 | Advisory Vote to Ratify Named | For | For | Management |
| | Executive Officers' Compensation | | | |
| BERRY PETROLEUM COMPANY |
| | | | | |
| Ticker: | BRY | | Security ID: | 085789105 |
| Meeting Date: | MAY 16, 2012 | | Meeting Type: | Annual |
| Record Date: | MAR 19, 2012 | | | |
| # | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1.1 | Elect Director Ralph B. Busch, III | For | For | Management |
| 1.2 | Elect Director William E. Bush, Jr. | For | For | Management |
| 1.3 | Elect Director Stephen L. Cropper | For | For | Management |
| 1.4 | Elect Director J. Herbert Gaul, Jr. | For | For | Management |
| 1.5 | Elect Director Stephen J. Hadden | For | For | Management |
| 1.6 | Elect Director Robert F. Heinemann | For | For | Management |
| 1.7 | Elect Director Thomas J. Jamieson | For | For | Management |
| 1.8 | Elect Director J. Frank Keller | For | For | Management |
| 1.9 | Elect Director Michael S. Reddin | For | For | Management |
| 1.10 | Elect Director Martin H. Young, Jr. | For | For | Management |
| 2 | Ratify Auditors | For | For | Management |
| 3 | Advisory Vote to Ratify Named | For | For | Management |
| | Executive Officers' Compensation | | | |
| BILL BARRETT CORPORATION |
| | | | | |
| Ticker: | BBG | | Security ID: | 06846N104 |
| Meeting Date: | MAY 10, 2012 | | Meeting Type: | Annual |
| Record Date: | MAR 13, 2012 | | | |
| # | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1.1 | Elect Director William F. Owens | For | For | Management |
| 1.2 | Elect Director Randy I. Stein | For | For | Management |
| 1.3 | Elect Director Kevin O. Meyers | For | For | Management |
| 2 | Advisory Vote to Ratify Named | For | For | Management |
| | Executive Officers' Compensation | | | |
| 3 | Declassify the Board of Directors | For | For | Management |
| 4 | Reduce Supermajority Vote Requirement | For | For | Management |
| 5 | Approve Omnibus Stock Plan | For | Against | Management |
| 6 | Ratify Auditors | For | For | Management |
| BIO-RAD LABORATORIES, INC. |
| | | | | |
| Ticker: | BIO | | Security ID: | 090572207 |
| Meeting Date: | APR 24, 2012 | | Meeting Type: | Annual |
| Record Date: | FEB 27, 2012 | | | |
| # | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1.1 | Elect Director Louis Drapeau | For | For | Management |
| 1.2 | Elect Director Albert J. Hillman | For | For | Management |
| 2 | Ratify Auditors | For | For | Management |
| 3 | Amend Omnibus Stock Plan | For | For | Management |
| CABLEVISION SYSTEMS CORPORATION |
| | | | | |
| Ticker: | CVC | | Security ID: | 12686C109 |
| Meeting Date: | MAY 18, 2012 | | Meeting Type: | Annual |
| Record Date: | MAR 28, 2012 | | | |
| # | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1.1 | Elect Director Zachary W. Carter | For | For | Management |
| 1.2 | Elect Director Thomas V. Reifenheiser | For | Withhold | Management |
| 1.3 | Elect Director John R. Ryan | For | Withhold | Management |
| 1.4 | Elect Director Vincent Tese | For | Withhold | Management |
| 1.5 | Elect Director Leonard Tow | For | For | Management |
| 2 | Ratify Auditors | For | For | Management |
| CENTURYLINK, INC. |
| | | | | |
| Ticker: | CTL | | Security ID: | 156700106 |
| Meeting Date: | MAY 23, 2012 | | Meeting Type: | Annual |
| Record Date: | APR 04, 2012 | | | |
| # | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1 | Declassify the Board of Directors | For | For | Management |
| 2 | Increase Authorized Common Stock | For | For | Management |
| 3.1 | Elect Director Fred R. Nichols | For | For | Management |
| 3.2 | Elect Director Harvey P. Perry | For | For | Management |
| 3.3 | Elect Director Laurie A. Siegel | For | For | Management |
| 3.4 | Elect Director Joseph R. Zimmel | For | For | Management |
| 4 | Ratify Auditors | For | For | Management |
| 5 | Advisory Vote to Ratify Named | For | For | Management |
| | Executive Officers' Compensation | | | |
| 6 | Performance-Based and/or Time-Based | Against | For | Shareholder |
| | Equity Awards | | | |
| 7 | Adopt Policy on Bonus Banking | Against | For | Shareholder |
| 8 | Report on Political Contributions | Against | For | Shareholder |
| CHARTER COMMUNICATIONS, INC. |
| | | | | |
| Ticker: | CHTR | | Security ID: | 16117M305 |
| Meeting Date: | MAY 01, 2012 | | Meeting Type: | Annual |
| Record Date: | MAR 02, 2012 | | | |
| # | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1.1 | Elect Director W. Lance Conn | For | Withhold | Management |
| 1.2 | Elect Director Darren Glatt | For | For | Management |
| 1.3 | Elect Director Craig A. Jacobson | For | For | Management |
| 1.4 | Elect Director Bruce A. Karsh | For | For | Management |
| 1.5 | Elect Director Edgar Lee | For | For | Management |
| 1.6 | Elect Director Jeffrey A. Marcus | For | For | Management |
| 1.7 | Elect Director John D. Markley, Jr. | For | For | Management |
| 1.8 | Elect Director David C. Merritt | For | For | Management |
| 1.9 | Elect Director Stan Parker | For | For | Management |
| 1.10 | Elect Director Thomas M. Rutledge | For | For | Management |
| 1.11 | Elect Director Eric L. Zinterhofer | For | For | Management |
| 2 | Ratify Auditors | For | For | Management |
| CINEMARK HOLDINGS, INC. |
| | | | | |
| Ticker: | CNK | | Security ID: | 17243V102 |
| Meeting Date: | MAY 10, 2012 | | Meeting Type: | Annual |
| Record Date: | MAR 23, 2012 | | | |
| # | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1.1 | Elect Director Vahe A. Dombalagian | For | For | Management |
| 1.2 | Elect Director Peter R. Ezersky | For | For | Management |
| 1.3 | Elect Director Carlos M. Sepulveda | For | For | Management |
| 2 | Ratify Auditors | For | For | Management |
| 3 | Advisory Vote to Ratify Named | For | For | Management |
| | Executive Officers' Compensation | | | |
| CLOUD PEAK ENERGY INC. |
| | | | | |
| Ticker: | CLD | | Security ID: | 18911Q102 |
| Meeting Date: | MAY 16, 2012 | | Meeting Type: | Annual |
| Record Date: | MAR 23, 2012 | | | |
| # | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1 | Elect Director Colin Marshall | For | For | Management |
| 2 | Elect Director Steven Nance | For | For | Management |
| 3 | Ratify Auditors | For | For | Management |
| 4 | Advisory Vote to Ratify Named | For | For | Management |
| | Executive Officers' Compensation | | | |
| CONSOL ENERGY INC. |
| | | | | |
| Ticker: | CNX | | Security ID: | 20854P109 |
| Meeting Date: | MAY 01, 2012 | | Meeting Type: | Annual |
| Record Date: | MAR 16, 2012 | | | |
| # | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1.1 | Elect Director J. Brett Harvey | For | For | Management |
| 1.2 | Elect Director Philip W. Baxter | For | For | Management |
| 1.3 | Elect Director James E. Altmeyer, Sr. | For | For | Management |
| 1.4 | Elect Director William E. Davis | For | For | Management |
| 1.5 | Elect Director Raj K. Gupta | For | For | Management |
| 1.6 | Elect Director Patricia A. Hammick | For | For | Management |
| 1.7 | Elect Director David C.Hardesty, Jr. | For | For | Management |
| 1.8 | Elect Director John T. Mills | For | For | Management |
| 1.9 | Elect Director William P. Powell | For | For | Management |
| 1.10 | Elect Director Joseph T. Williams | For | For | Management |
| 2 | Amend Omnibus Stock Plan | For | For | Management |
| 3 | Ratify Auditors | For | For | Management |
| 4 | Advisory Vote to Ratify Named | For | Against | Management |
| | Executive Officers' Compensation | | | |
| CONSTELLATION BRANDS, INC. |
| | | | | |
| Ticker: | STZ | | Security ID: | 21036P108 |
| Meeting Date: | JUL 21, 2011 | | Meeting Type: | Annual |
| Record Date: | MAY 23, 2011 | | | |
| # | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1.1 | Elect Director Jerry Fowden | For | For | Management |
| 1.2 | Elect Director Barry A. Fromberg | For | For | Management |
| 1.3 | Elect Director Jeananne K. Hauswald | For | For | Management |
| 1.4 | Elect Director James A. Locke III | For | Withhold | Management |
| 1.5 | Elect Director Richard Sands | For | For | Management |
| 1.6 | Elect Director Robert Sands | For | For | Management |
| 1.7 | Elect Director Paul L. Smith | For | For | Management |
| 1.8 | Elect Director Mark Zupan | For | For | Management |
| 2 | Ratify Auditors | For | For | Management |
| 3 | Advisory Vote to Ratify Named | For | For | Management |
| | Executive Officers' Compensation | | | |
| 4 | Advisory Vote on Say on Pay Frequency | One Year | One Year | Management |
| 5 | Request that the Board Adopt a Plan | Against | For | Shareholder |
| | for All Stock to Have One Vote Per | | | |
| | Share | | | |
| CORRECTIONS CORPORATION OF AMERICA |
| | | | | |
| Ticker: | CXW | | Security ID: | 22025Y407 |
| Meeting Date: | MAY 10, 2012 | | Meeting Type: | Annual |
| Record Date: | MAR 13, 2012 | | | |
| # | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1.1 | Elect Director John D. Ferguson | For | For | Management |
| 1.2 | Elect Director Damon T. Hininger | For | For | Management |
| 1.3 | Elect Director Donna M. Alvarado | For | For | Management |
| 1.4 | Elect Director William F. Andrews | For | For | Management |
| 1.5 | Elect Director John D. Correnti | For | For | Management |
| 1.6 | Elect Director Dennis W. DeConcini | For | For | Management |
| 1.7 | Elect Director John R. Horne | For | For | Management |
| 1.8 | Elect Director C. Michael Jacobi | For | For | Management |
| 1.9 | Elect Director Anne L. Mariucci | For | For | Management |
| 1.10 | Elect Director Thurgood Marshall, Jr. | For | For | Management |
| 1.11 | Elect Director Charles L. Overby | For | For | Management |
| 1.12 | Elect Director John R. Prann, Jr. | For | For | Management |
| 1.13 | Elect Director Joseph V. Russell | For | For | Management |
| 1.14 | Elect Director Henri L. Wedell | For | For | Management |
| 2 | Ratify Auditors | For | For | Management |
| 3 | Advisory Vote to Ratify Named | For | For | Management |
| | Executive Officers' Compensation | | | |
| 4 | Report on Prison Sexual Violence | Against | For | Shareholder |
| | Reduction Oversight | | | |
| CROWN CASTLE INTERNATIONAL CORP. |
| | | | | |
| Ticker: | CCI | | Security ID: | 228227104 |
| Meeting Date: | MAY 24, 2012 | | Meeting Type: | Annual |
| Record Date: | MAR 26, 2012 | | | |
| # | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1.1 | Elect Director Cindy Christy | For | For | Management |
| 1.2 | Elect Director Ari Q. Fitzgerald | For | For | Management |
| 1.3 | Elect Director Robert E. Garrison, II | For | For | Management |
| 1.4 | Elect Director John P. Kelly | For | For | Management |
| 2 | Ratify Auditors | For | For | Management |
| 3 | Advisory Vote to Ratify Named | For | For | Management |
| | Executive Officers' Compensation | | | |
| CROWN HOLDINGS, INC. |
| | | | | |
| Ticker: | CCK | | Security ID: | 228368106 |
| Meeting Date: | APR 26, 2012 | | Meeting Type: | Annual |
| Record Date: | MAR 06, 2012 | | | |
| # | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1.1 | Elect Director Jenne K. Britell | For | For | Management |
| 1.2 | Elect Director John W. Conway | For | For | Management |
| 1.3 | Elect Director Arnold W. Donald | For | For | Management |
| 1.4 | Elect Director William G. Little | For | For | Management |
| 1.5 | Elect Director Hans J. Loliger | For | For | Management |
| 1.6 | Elect Director James H. Miller | For | For | Management |
| 1.7 | Elect Director Josef M. Muller | For | For | Management |
| 1.8 | Elect Director Thomas A. Ralph | For | For | Management |
| 1.9 | Elect Director Hugues du Rouret | For | For | Management |
| 1.10 | Elect Director Jim L. Turner | For | For | Management |
| 1.11 | Elect Director William S. Urkiel | For | For | Management |
| 2 | Ratify Auditors | For | For | Management |
| 3 | Advisory Vote to Ratify Named | For | For | Management |
| | Executive Officers' Compensation | | | |
| DENBURY RESOURCES INC. |
| | | | | |
| Ticker: | DNR | | Security ID: | 247916208 |
| Meeting Date: | MAY 15, 2012 | | Meeting Type: | Annual |
| Record Date: | MAR 30, 2012 | | | |
| # | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1.1 | Elect Director Wieland F. Wettstein | For | For | Management |
| 1.2 | Elect Director Michael L. Beatty | For | For | Management |
| 1.3 | Elect Director Michael B. Decker | For | For | Management |
| 1.4 | Elect Director Ronald G. Greene | For | For | Management |
| 1.5 | Elect Director Gregory L. McMichael | For | For | Management |
| 1.6 | Elect Director Kevin O. Meyers | For | For | Management |
| 1.7 | Elect Director Gareth Roberts | For | For | Management |
| 1.8 | Elect Director Phil Rykhoek | For | For | Management |
| 1.9 | Elect Director Randy Stein | For | For | Management |
| 1.10 | Elect Director Laura A. Sugg | For | For | Management |
| 2 | Advisory Vote to Ratify Named | For | For | Management |
| | Executive Officers' Compensation | | | |
| 3 | Reduce Supermajority Vote Requirement | For | For | Management |
| 4 | Approve an Amendment of the Limited | For | For | Management |
| | Liability Company Agreement of Denbury | | | |
| | Onshore, LLC | | | |
| 5 | Ratify Auditors | For | For | Management |
| DIRECTV |
| | | | | |
| Ticker: | DTV | | Security ID: | 25490A101 |
| Meeting Date: | MAY 03, 2012 | | Meeting Type: | Annual |
| Record Date: | MAR 09, 2012 | | | |
| # | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1 | Elect Director Ralph Boyd, Jr. | For | For | Management |
| 2 | Elect Director David Dillon | For | For | Management |
| 3 | Elect Director Samuel DiPiazza, Jr. | For | For | Management |
| 4 | Elect Director Dixon Doll | For | For | Management |
| 5 | Elect Director Peter Lund | For | For | Management |
| 6 | Elect Director Nancy Newcomb | For | For | Management |
| 7 | Elect Director Lorrie Norrington | For | For | Management |
| 8 | Ratify Auditors | For | For | Management |
| 9 | Eliminate Class of Common Stock | For | For | Management |
| 10 | Advisory Vote to Ratify Named | For | For | Management |
| | Executive Officers' Compensation | | | |
| 11 | Pro-rata Vesting of Equity Awards | Against | For | Shareholder |
| DISH NETWORK CORPORATION |
| | | | | |
| Ticker: | DISH | | Security ID: | 25470M109 |
| Meeting Date: | MAY 02, 2012 | | Meeting Type: | Annual |
| Record Date: | MAR 07, 2012 | | | |
| # | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1.1 | Elect Director Joseph P. Clayton | For | Withhold | Management |
| 1.2 | Elect Director James DeFranco | For | Withhold | Management |
| 1.3 | Elect Director Cantey M. Ergen | For | Withhold | Management |
| 1.4 | Elect Director Charles W. Ergen | For | Withhold | Management |
| 1.5 | Elect Director Steven R. Goodbarn | For | Withhold | Management |
| 1.6 | Elect Director Gary S. Howard | For | Withhold | Management |
| 1.7 | Elect Director David K. Moskowitz | For | Withhold | Management |
| 1.8 | Elect Director Tom A. Ortolf | For | Withhold | Management |
| 1.9 | Elect Director Carl E. Vogel | For | Withhold | Management |
| 2 | Ratify Auditors | For | For | Management |
| 3 | Other Business | For | Against | Management |
| ECHOSTAR CORPORATION | |
| | | | | |
| Ticker: | SATS | | Security ID: | 278768106 |
| Meeting Date: | MAY 03, 2012 | | Meeting Type: | Annual |
| Record Date: | MAR 07, 2012 | | | |
| # | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1.1 | Elect Director R. Stanton Dodge | For | Withhold | Management |
| 1.2 | Elect Director Michael T. Dugan | For | Withhold | Management |
| 1.3 | Elect Director Charles W. Ergen | For | Withhold | Management |
| 1.4 | Elect Director Anthony M. Federico | For | For | Management |
| 1.5 | Elect Director Pradman P. Kaul | For | Withhold | Management |
| 1.6 | Elect Director Tom A. Ortolf | For | For | Management |
| 1.7 | Elect Director C. Michael Schroeder | For | For | Management |
| 2 | Ratify Auditors | For | For | Management |
| 3 | Other Business | For | Against | Management |
| ENDO PHARMACEUTICALS HOLDINGS INC. |
| | | | | |
| Ticker: | ENDP | | Security ID: | 29264F205 |
| Meeting Date: | MAY 23, 2012 | | Meeting Type: | Annual |
| Record Date: | APR 09, 2012 | | | |
| # | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1 | Elect Director Roger H. Kimmel | For | For | Management |
| 2 | Elect Director John J. Delucca | For | For | Management |
| 3 | Elect Director David P. Holveck | For | For | Management |
| 4 | Elect Director Nancy J. Hutson | For | For | Management |
| 5 | Elect Director Michael Hyatt | For | For | Management |
| 6 | Elect Director William P. Montague | For | For | Management |
| 7 | Elect Director David B. Nash | For | For | Management |
| 8 | Elect Director Joseph C. Scodari | For | For | Management |
| 9 | Elect Director William F. Spengler | For | For | Management |
| 10 | Ratify Auditors | For | For | Management |
| 11 | Advisory Vote to Ratify Named | For | For | Management |
| | Executive Officers' Compensation | | | |
| 12 | Change Company Name | For | For | Management |
| EXPEDIA, INC. |
| | | | | |
| Ticker: | EXPE | | Security ID: | 30212P303 |
| Meeting Date: | JUN 05, 2012 | | Meeting Type: | Annual |
| Record Date: | APR 18, 2012 | | | |
| # | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1.1 | Elect Director A. George "Skip" Battle | For | For | Management |
| 1.2 | Elect Director Barry Diller | For | Withhold | Management |
| 1.3 | Elect Director Jonathan L. Dolgen | For | For | Management |
| 1.4 | Elect Director William R. Fitzgerald | For | Withhold | Management |
| 1.5 | Elect Director Craig A. Jacobson | For | For | Management |
| 1.6 | Elect Director Victor A. Kaufman | For | Withhold | Management |
| 1.7 | Elect Director Peter M. Kern | For | For | Management |
| 1.8 | Elect Director Dara Khosrowshahi | For | Withhold | Management |
| 1.9 | Elect Director John C. Malone | For | Withhold | Management |
| 1.10 | Elect Director Jose A. Tazon | For | For | Management |
| 2 | Ratify Auditors | For | For | Management |
| FLEXTRONICS INTERNATIONAL LTD. |
| | | | | |
| Ticker: | FLEX | | Security ID: | Y2573F102 |
| Meeting Date: | JUL 22, 2011 | | Meeting Type: | Annual/Special |
| Record Date: | MAY 24, 2011 | | | |
| # | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1a | Reelect Robert L. Edwards as Director | For | For | Management |
| 1b | Reelect Daniel H. Schulman as Director | For | For | Management |
| 2 | Reappoint Auditors and Authorize Board | For | For | Management |
| | to Fix Their Remuneration | | | |
| 3 | Approve Issuance of Shares without | For | For | Management |
| | Preemptive Rights | | | |
| 4 | Approve Changes in the Cash | For | For | Management |
| | Compensation Payable to Non-Employee | | | |
| | Directors and Additional Cash | | | |
| | Compensation for the Chairman of the | | | |
| | Board | | | |
| 5 | Advisory Vote to Ratify Named | For | For | Management |
| | Executive Officers' Compensation | | | |
| 6 | Advisory Vote on Say on Pay Frequency | One Year | One Year | Management |
| 1 | Authorize Share Repurchase Program | For | For | Management |
| FOREST OIL CORPORATION |
| | | | | |
| Ticker: | FST | | Security ID: | 346091705 |
| Meeting Date: | MAY 08, 2012 | | Meeting Type: | Annual |
| Record Date: | MAR 15, 2012 | | | |
| # | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1.1 | Elect Director Dod A. Fraser | For | For | Management |
| 1.2 | Elect Director James D. Lightner | For | For | Management |
| 1.3 | Elect Director Patrick R. McDonald | For | For | Management |
| 2 | Advisory Vote to Ratify Named | For | Against | Management |
| | Executive Officers' Compensation | | | |
| 3 | Amend Omnibus Stock Plan | For | For | Management |
| 4 | Ratify Auditors | For | For | Management |
| FRONTIER COMMUNICATIONS CORPORATION |
| | | | | |
| Ticker: | FTR | | Security ID: | 35906A108 |
| Meeting Date: | MAY 09, 2012 | | Meeting Type: | Annual |
| Record Date: | MAR 13, 2012 | | | |
| # | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1.1 | Elect Director Leroy T. Barnes, Jr. | For | For | Management |
| 1.2 | Elect Director Peter C.B. Bynoe | For | For | Management |
| 1.3 | Elect Director Jeri B. Finard | For | For | Management |
| 1.4 | Elect Director Edward Fraioli | For | For | Management |
| 1.5 | Elect Director James S. Kahan | For | For | Management |
| 1.6 | Elect Director Pamela D.A. Reeve | For | For | Management |
| 1.7 | Elect Director Howard L. Schrott | For | For | Management |
| 1.8 | Elect Director Larraine D. Segil | For | For | Management |
| 1.9 | Elect Director Mark Shapiro | For | For | Management |
| 1.10 | Elect Director Myron A. Wick, III | For | For | Management |
| 1.11 | Elect Director Mary Agnes Wilderotter | For | For | Management |
| 2 | Advisory Vote to Ratify Named | For | For | Management |
| | Executive Officers' Compensation | | | |
| 3 | Require Independent Board Chairman | Against | For | Shareholder |
| 4 | Amend Articles Regarding Arbitration | Against | Against | Shareholder |
| | of Shareholder Lawsuits | | | |
| 5 | Ratify Auditors | For | For | Management |
| GAYLORD ENTERTAINMENT COMPANY |
| | | | | |
| Ticker: | GET | | Security ID: | 367905106 |
| Meeting Date: | MAY 10, 2012 | | Meeting Type: | Annual |
| Record Date: | MAR 20, 2012 | | | |
| # | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1.1 | Elect Director Glenn J. Angiolillo | For | For | Management |
| 1.2 | Elect Director Michael J. Bender | For | For | Management |
| 1.3 | Elect Director E. K. Gaylord, II | For | Withhold | Management |
| 1.4 | Elect Director Ralph Horn | For | For | Management |
| 1.5 | Elect Director David W. Johnson | For | Withhold | Management |
| 1.6 | Elect Director Ellen Levine | For | For | Management |
| 1.7 | Elect Director Terrell T. Philen, Jr. | For | For | Management |
| 1.8 | Elect Director Robert S. Prather, Jr. | For | For | Management |
| 1.9 | Elect Director Colin V. Reed | For | For | Management |
| 1.10 | Elect Director Michael D. Rose | For | For | Management |
| 1.11 | Elect Director Michael I. Roth | For | Withhold | Management |
| 2 | Ratify Auditors | For | For | Management |
| 3 | Advisory Vote to Ratify Named | For | For | Management |
| | Executive Officers' Compensation | | | |
| 4 | Allow Shareholder Rights Plan (Poison | None | For | Shareholder |
| | Pill) to Expire | | | |
| GRAPHIC PACKAGING HOLDING COMPANY |
| | | | | |
| Ticker: | GPK | | Security ID: | 388689101 |
| Meeting Date: | MAY 23, 2012 | | Meeting Type: | Annual |
| Record Date: | MAR 26, 2012 | | | |
| # | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1.1 | Elect Director Jeffrey Liaw | For | Withhold | Management |
| 1.2 | Elect Director Michael G. MacDougall | For | Withhold | Management |
| 1.3 | Elect Director John R. Miller | For | For | Management |
| 1.4 | Elect Director Lynn A. Wentworth | For | For | Management |
| HANESBRANDS INC. |
| | | | | |
| Ticker: | HBI | | Security ID: | 410345102 |
| Meeting Date: | APR 24, 2012 | | Meeting Type: | Annual |
| Record Date: | FEB 16, 2012 | | | |
| # | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1.1 | Elect Director Lee A. Chaden | For | For | Management |
| 1.2 | Elect Director Bobby J. Griffin | For | For | Management |
| 1.3 | Elect Director James C. Johnson | For | For | Management |
| 1.4 | Elect Director Jessica T. Mathews | For | For | Management |
| 1.5 | Elect Director J. Patrick Mulcahy | For | For | Management |
| 1.6 | Elect Director Ronald L. Nelson | For | For | Management |
| 1.7 | Elect Director Richard A. Noll | For | For | Management |
| 1.8 | Elect Director Andrew J. Schindler | For | For | Management |
| 1.9 | Elect Director Ann E. Ziegler | For | For | Management |
| 2 | Ratify Auditors | For | For | Management |
| 3 | Advisory Vote to Ratify Named | For | For | Management |
| | Executive Officers' Compensation | | | |
| 4 | Other Business | For | Against | Management |
| HANGER ORTHOPEDIC GROUP, INC. |
| | | | | |
| Ticker: | HGR | | Security ID: | 41043F208 |
| Meeting Date: | MAY 10, 2012 | | Meeting Type: | Annual |
| Record Date: | MAR 15, 2012 | | | |
| # | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1.1 | Elect Director Thomas P. Cooper | For | For | Management |
| 1.2 | Elect Director Cynthia L. Feldmann | For | For | Management |
| 1.3 | Elect Director Eric A. Green | For | For | Management |
| 1.4 | Elect Director Stephen E. Hare | For | For | Management |
| 1.5 | Elect Director Isaac Kaufman | For | For | Management |
| 1.6 | Elect Director Thomas F. Kirk | For | For | Management |
| 1.7 | Elect Director Peter J. Neff | For | For | Management |
| 1.8 | Elect Director Ivan R. Sabel | For | For | Management |
| 1.9 | Elect Director Patricia B. Shrader | For | For | Management |
| 2 | Advisory Vote to Ratify Named | For | For | Management |
| | Executive Officers' Compensation | | | |
| 3 | Change Company Name | For | For | Management |
| 4 | Ratify Auditors | For | For | Management |
| HCA HOLDINGS, INC. |
| | | | | |
| Ticker: | HCA | | Security ID: | 40412C101 |
| Meeting Date: | APR 26, 2012 | | Meeting Type: | Annual |
| Record Date: | MAR 01, 2012 | | | |
| # | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1.1 | Elect Director Richard M. Bracken | For | Withhold | Management |
| 1.2 | Elect Director R. Milton Johnson | For | Withhold | Management |
| 1.3 | Elect Director John P. Connaughton | For | Withhold | Management |
| 1.4 | Elect Director Kenneth W. Freeman | For | Withhold | Management |
| 1.5 | Elect Director Thomas F. Frist, III | For | Withhold | Management |
| 1.6 | Elect Director William R. Frist | For | Withhold | Management |
| 1.7 | Elect Director Christopher R. Gordon | For | Withhold | Management |
| 1.8 | Elect Director Jay O. Light | For | For | Management |
| 1.9 | Elect Director Geoffrey G. Meyers | For | For | Management |
| 1.10 | Elect Director Michael W. Michelson | For | Withhold | Management |
| 1.11 | Elect Director James C. Momtazee | For | Withhold | Management |
| 1.12 | Elect Director Stephen G. Pagliuca | For | Withhold | Management |
| 1.13 | Elect Director Wayne J. Riley, M.D. | For | For | Management |
| 2 | Ratify Auditors | For | For | Management |
| 3 | Advisory Vote to Ratify Named | For | For | Management |
| | Executive Officers' Compensation | | | |
| 4 | Advisory Vote on Say on Pay Frequency | One Year | One Year | Management |
| HOST HOTELS & RESORTS, INC. |
| | | | | |
| Ticker: | HST | | Security ID: | 44107P104 |
| Meeting Date: | MAY 10, 2012 | | Meeting Type: | Annual |
| Record Date: | MAR 15, 2012 | | | |
| # | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1 | Elect Director Robert M. Baylis | For | For | Management |
| 2 | Elect Director Terence C. Golden | For | For | Management |
| 3 | Elect Director Ann M. Korologos | For | For | Management |
| 4 | Elect Director Richard E. Marriott | For | For | Management |
| 5 | Elect Director John B. Morse, Jr. | For | For | Management |
| 6 | Elect Director Walter C. Rakowich | For | For | Management |
| 7 | Elect Director Gordon H. Smith | For | For | Management |
| 8 | Elect Director W. Edward Walter | For | For | Management |
| 9 | Ratify Auditors | For | For | Management |
| 10 | Advisory Vote to Ratify Named | For | For | Management |
| | Executive Officers' Compensation | | | |
| IRON MOUNTAIN INCORPORATED |
| | | | | |
| Ticker: | IRM | | Security ID: | 462846106 |
| Meeting Date: | JUN 14, 2012 | | Meeting Type: | Annual |
| Record Date: | APR 16, 2012 | | | |
| # | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1.1 | Elect Director Ted R. Antenucci | For | For | Management |
| 1.2 | Elect Director Clarke H. Bailey | For | For | Management |
| 1.3 | Elect Director Kent P. Dauten | For | For | Management |
| 1.4 | Elect Director Paul F. Deninger | For | For | Management |
| 1.5 | Elect Director Per-Kristian Halvorsen | For | For | Management |
| 1.6 | Elect Director Michael W. Lamach | For | For | Management |
| 1.7 | Elect Director Arthur D. Little | For | For | Management |
| 1.8 | Elect Director Allan Z. Loren | For | For | Management |
| 1.9 | Elect Director C. Richard Reese | For | For | Management |
| 1.10 | Elect Director Vincent J. Ryan | For | For | Management |
| 1.11 | Elect Director Laurie A. Tucker | For | For | Management |
| 1.12 | Elect Director Alfred J. Verrecchia | For | For | Management |
| 2 | Advisory Vote to Ratify Named | For | For | Management |
| | Executive Officers' Compensation | | | |
| 3 | Ratify Auditors | For | For | Management |
| JARDEN CORPORATION |
| | | | | |
| Ticker: | JAH | | Security ID: | 471109108 |
| Meeting Date: | MAY 17, 2012 | | Meeting Type: | Annual |
| Record Date: | MAR 26, 2012 | | | |
| # | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1.1 | Elect Director Martin E. Franklin | For | For | Management |
| 1.2 | Elect Director James E. Lillie | For | For | Management |
| 1.3 | Elect Director Michael S. Gross | For | Withhold | Management |
| 2 | Ratify Auditors | For | For | Management |
| 3 | Advisory Vote to Ratify Named | For | Against | Management |
| | Executive Officers' Compensation | | | |
| KANSAS CITY SOUTHERN |
| | | | | |
| Ticker: | KSU | | Security ID: | 485170302 |
| Meeting Date: | MAY 03, 2012 | | Meeting Type: | Annual |
| Record Date: | MAR 05, 2012 | | | |
| # | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1.1 | Elect Director Lu M. Cordova | For | For | Management |
| 1.2 | Elect Director Michael R. Haverty | For | For | Management |
| 1.3 | Elect Director Thomas A. McDonnell | For | For | Management |
| 2 | Ratify Auditors | For | For | Management |
| 3 | Reduce Supermajority Vote Requirement | For | For | Management |
| 4 | Eliminate Cumulative Voting | For | For | Management |
| 5 | Amend Certificate of Incorporation | For | For | Management |
| 6 | Advisory Vote to Ratify Named | For | For | Management |
| | Executive Officers' Compensation | | | |
| 7 | Reduce Supermajority Vote Requirement | Against | For | Shareholder |
| LAMAR ADVERTISING COMPANY |
| | | | | |
| Ticker: | LAMR | | Security ID: | 512815101 |
| Meeting Date: | MAY 24, 2012 | | Meeting Type: | Annual |
| Record Date: | MAR 31, 2012 | | | |
| # | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1.1 | Elect Director John Maxwell Hamilton | For | For | Management |
| 1.2 | Elect Director John E. Koerner, III | For | For | Management |
| 1.3 | Elect Director Stephen P. Mumblow | For | For | Management |
| 1.4 | Elect Director Thomas V. Reifenheiser | For | For | Management |
| 1.5 | Elect Director Anna Reilly | For | For | Management |
| 1.6 | Elect Director Kevin P. Reilly, Jr. | For | For | Management |
| 1.7 | Elect Director Wendell Reilly | For | For | Management |
| 2 | Amend Qualified Employee Stock | For | For | Management |
| | Purchase Plan | | | |
| 3 | Ratify Auditors | For | For | Management |
| LIBERTY MEDIA CORPORATION |
| | | | | |
| Ticker: | LINTA | | Security ID: | 53071M104 |
| Meeting Date: | SEP 07, 2011 | | Meeting Type: | Annual |
| Record Date: | JUL 20, 2011 | | | |
| # | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1.1 | Elect Director Evan D. Malone | For | For | Management |
| 1.2 | Elect Director David E. Rapley | For | For | Management |
| 1.3 | Elect Director Larry E. Romrell | For | For | Management |
| 2 | Advisory Vote to Ratify Named | For | For | Management |
| | Executive Officers' Compensation | | | |
| 3 | Advisory Vote on Say on Pay Frequency | Three | One Year | Management |
| | | Years | | |
| 4 | Approve Non-Employee Director Omnibus | For | Against | Management |
| | Stock Plan | | | |
| 5 | Change Company Name | For | For | Management |
| 6 | Ratify Auditors | For | For | Management |
| MYLAN INC. |
| | | | | |
| Ticker: | MYL | | Security ID: | 628530107 |
| Meeting Date: | MAY 04, 2012 | | Meeting Type: | Annual |
| Record Date: | MAR 23, 2012 | | | |
| # | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1.1 | Elect Director Robert J. Coury | For | For | Management |
| 1.2 | Elect Director Rodney L. Piatt | For | For | Management |
| 1.3 | Elect Director Heather Bresch | For | For | Management |
| 1.4 | Elect Director Wendy Cameron | For | For | Management |
| 1.5 | Elect Director Robert J. Cindrich | For | For | Management |
| 1.6 | Elect Director Neil Dimick | For | For | Management |
| 1.7 | Elect Director Douglas J. Leech | For | For | Management |
| 1.8 | Elect Director Joseph C. Maroon | For | For | Management |
| 1.9 | Elect Director Mark W. Parrish | For | For | Management |
| 1.10 | Elect Director C.B. Todd | For | For | Management |
| 1.11 | Elect Director Randall L. Vanderveen | For | For | Management |
| 2 | Ratify Auditors | For | For | Management |
| 3 | Amend Omnibus Stock Plan | For | For | Management |
| 4 | Advisory Vote to Ratify Named | For | Against | Management |
| | Executive Officers' Compensation | | | |
| 5 | Report on Political Contributions | Against | For | Shareholder |
| 6 | Require Independent Board Chairman | Against | For | Shareholder |
| NATIONAL CINEMEDIA, INC. |
| | | | | |
| Ticker: | NCMI | | Security ID: | 635309107 |
| Meeting Date: | MAY 01, 2012 | | Meeting Type: | Annual |
| Record Date: | MAR 12, 2012 | | | |
| # | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1.1 | Elect Director David R. Haas | For | For | Management |
| 1.2 | Elect Director James R. Holland, Jr. | For | For | Management |
| 1.3 | Elect Director Stephen L. Lanning | For | For | Management |
| 1.4 | Elect Director Edward H. Meyer | For | For | Management |
| 2 | Approve Executive Incentive Bonus Plan | For | For | Management |
| 3 | Advisory Vote to Ratify Named | For | Against | Management |
| | Executive Officers' Compensation | | | |
| 4 | Ratify Auditors | For | For | Management |
| NEWFIELD EXPLORATION COMPANY |
| | | | | |
| Ticker: | NFX | | Security ID: | 651290108 |
| Meeting Date: | MAY 04, 2012 | | Meeting Type: | Annual |
| Record Date: | MAR 09, 2012 | | | |
| # | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1 | Elect Director Lee K. Boothby | For | For | Management |
| 2 | Elect Director Philip J. Burguieres | For | For | Management |
| 3 | Elect Director Pamela J. Gardner | For | For | Management |
| 4 | Elect Director John Randolph Kemp, III | For | For | Management |
| 5 | Elect Director J. Michael Lacey | For | For | Management |
| 6 | Elect Director Joseph H. Netherland | For | For | Management |
| 7 | Elect Director Howard H. Newman | For | For | Management |
| 8 | Elect Director Thomas G. Ricks | For | For | Management |
| 9 | Elect Director Juanita F. Romans | For | For | Management |
| 10 | Elect Director C. E. Shultz | For | For | Management |
| 11 | Elect Director J. Terry Strange | For | For | Management |
| 12 | Ratify Auditors | For | For | Management |
| 13 | Advisory Vote to Ratify Named | For | For | Management |
| | Executive Officers' Compensation | | | |
| PEABODY ENERGY CORPORATION |
| | | | | |
| Ticker: | BTU | | Security ID: | 704549104 |
| Meeting Date: | MAY 01, 2012 | | Meeting Type: | Annual |
| Record Date: | MAR 12, 2012 | | |
| # | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1.1 | Elect Director Gregory H. Boyce | For | For | Management |
| 1.2 | Elect Director William A. Coley | For | For | Management |
| 1.3 | Elect Director William E. James | For | For | Management |
| 1.4 | Elect Director Robert B. Karn, III | For | For | Management |
| 1.5 | Elect Director M. Frances Keeth | For | For | Management |
| 1.6 | Elect Director Henry E. Lentz | For | For | Management |
| 1.7 | Elect Director Robert A. Malone | For | For | Management |
| 1.8 | Elect Director William C. Rusnack | For | For | Management |
| 1.9 | Elect Director John F. Turner | For | For | Management |
| 1.10 | Elect Director Sandra A. Van Trease | For | For | Management |
| 1.11 | Elect Director Alan H. Washkowitz | For | For | Management |
| 2 | Ratify Auditors | For | For | Management |
| 3 | Advisory Vote to Ratify Named | For | For | Management |
| | Executive Officers' Compensation | | | |
| 4 | Report on Lobbying Payments and Policy | Against | For | Shareholder |
| PVH CORP. |
| | | | | |
| Ticker: | PVH | | Security ID: | 693656100 |
| Meeting Date: | JUN 21, 2012 | | Meeting Type: | Annual |
| Record Date: | APR 24, 2012 | | | |
| # | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1 | Elect Director Mary Baglivo | For | For | Management |
| 2 | Elect Director Emanuel Chirico | For | For | Management |
| 3 | Elect Director Juan R. Figuereo | For | For | Management |
| 4 | Elect Director Joseph B. Fuller | For | For | Management |
| 5 | Elect Director Fred Gehring | For | For | Management |
| 6 | Elect Director Margaret L. Jenkins | For | For | Management |
| 7 | Elect Director David A. Landau | For | For | Management |
| 8 | Elect Director Bruce Maggin | For | For | Management |
| 9 | Elect Director V. James Marino | For | For | Management |
| 10 | Elect Director Henry Nasella | For | For | Management |
| 11 | Elect Director Rita M. Rodriguez | For | For | Management |
| 12 | Elect Director Craig Rydin | For | For | Management |
| 13 | Amend Omnibus Stock Plan | For | For | Management |
| 14 | Advisory Vote to Ratify Named | For | For | Management |
| | Executive Officers' Compensation | | | |
| 15 | Ratify Auditors | For | For | Management |
| REGAL ENTERTAINMENT GROUP |
| | | | |
| Ticker: | RGC | | Security ID: | 758766109 |
| Meeting Date: | MAY 09, 2012 | | Meeting Type: | Annual |
| Record Date: | MAR 14, 2012 | |
| # | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1.1 | Elect Director Charles E. Brymer | For | For | Management |
| 1.2 | Elect Director Michael L. Campbell | For | For | Management |
| 1.3 | Elect Director Alex Yemenidjian | For | For | Management |
| 2 | Advisory Vote to Ratify Named | For | For | Management |
| | Executive Officers' Compensation | | | |
| 3 | Ratify Auditors | For | For | Management |
| 4 | Amend Omnibus Stock Plan | For | Against | Management |
| REPUBLIC SERVICES, INC. |
| | | | | |
| Ticker: | RSG | | Security ID: | 760759100 |
| Meeting Date: | MAY 17, 2012 | | Meeting Type: | Annual |
| Record Date: | MAR 20, 2012 | | | |
| # | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1 | Elect Director James W. Crownover | For | For | Management |
| 2 | Elect Director William J. Flynn | For | For | Management |
| 3 | Elect Director Michael Larson | For | For | Management |
| 4 | Elect Director Nolan Lehmann | For | For | Management |
| 5 | Elect Director W. Lee Nutter | For | For | Management |
| 6 | Elect Director Ramon A. Rodriguez | For | For | Management |
| 7 | Elect Director Donald W. Slager | For | For | Management |
| 8 | Elect Director Allan C. Sorensen | For | For | Management |
| 9 | Elect Director John M. Trani | For | For | Management |
| 10 | Elect Director Michael W. Wickham | For | For | Management |
| 11 | Advisory Vote to Ratify Named | For | For | Management |
| | Executive Officers' Compensation | | | |
| 12 | Ratify Auditors | For | For | Management |
| 13 | Adopt a Policy in which the Company | Against | For | Shareholder |
| | will not Make or Promise to Make Any | | | |
| | Death Benefit Payments to Senior | | | |
| | Executives | | | |
| 14 | Report on Political Contributions | Against | Against | Shareholder |
| SENSATA TECHNOLOGIES HOLDING N.V. |
| | | | | |
| Ticker: | 9ST | | Security ID: | N7902X106 |
| Meeting Date: | MAY 22, 2012 | | Meeting Type: | Annual |
| Record Date: | APR 24, 2012 | | | |
| # | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1 | Elect Thomas Wroe, Jr. as Director | For | Against | Management |
| 2 | Elect Martha Sullivan as Director | For | Against | Management |
| 3 | Elect Lewis B. Campbell as Director | For | For | Management |
| 4 | Elect Paul Edgerley as Director | For | Against | Management |
| 5 | Elect Michael J. Jacobson as Director | For | For | Management |
| 6 | Elect John Lewis as Director | For | For | Management |
| 7 | Elect Charles W. Peffer as Director | For | For | Management |
| 8 | Elect Kirk P. Pond as Director | For | For | Management |
| 9 | Elect Michael Ward as Director | For | Against | Management |
| 10 | Elect Stephen Zide as Director | For | Against | Management |
| 11 | Ratify Ernst & Young LLP as Auditors | For | For | Management |
| 12 | Approve Financial Statements and | For | For | Management |
| | Statutory Reports for Fiscal Year 2011 | | | |
| 13 | Approve Discharge of Board | For | For | Management |
| 14 | Approve Remuneration Report Containing | For | For | Management |
| | Remuneration Policy for Management | | | |
| | Board Members | | | |
| 15 | Grant Board Authority to Repurchase | For | Against | Management |
| | Shares | | | |
| 16 | Grant Board Authority to Issue Shares | For | Against | Management |
| | and Limit/Exclude Preemptive Rights | | | |
| | for Five Years | | | |
| 17 | Amend Articles Re: Board Related | For | For | Management |
| SERVICE CORPORATION INTERNATIONAL |
| | | | | |
| Ticker: | SCI | | Security ID: | 817565104 |
| Meeting Date: | MAY 09, 2012 | | Meeting Type: | Annual |
| Record Date: | MAR 12, 2012 | | | |
| # | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1.1 | Elect Director R. L. Waltrip | For | For | Management |
| 1.2 | Elect Director Anthony L. Coelho | For | For | Management |
| 1.3 | Elect Director Marcus A. Watts | For | For | Management |
| 1.4 | Elect Director Edward E. Williams | For | For | Management |
| 2 | Ratify Auditors | For | For | Management |
| 3 | Advisory Vote to Ratify Named | For | For | Management |
| | Executive Officers' Compensation | | | |
| SILGAN HOLDINGS INC. |
| | | | | |
| Ticker: | SLGN | | Security ID: | 827048109 |
| Meeting Date: | MAY 29, 2012 | | Meeting Type: | Annual |
| Record Date: | APR 13, 2012 | | | |
| # | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1.1 | Elect Director Anthony J. Allott | For | Withhold | Management |
| 1.2 | Elect Director Jeffrey C. Crowe | For | For | Management |
| 1.3 | Elect Director Edward A. Lapekas | For | For | Management |
| 2 | Ratify Auditors | For | For | Management |
| 3 | Advisory Vote to Ratify Named | For | For | Management |
| | Executive Officers' Compensation | | | |
| SPX CORPORATION |
| | | | | |
| Ticker: | SPW | | Security ID: | 784635104 |
| Meeting Date: | MAY 03, 2012 | | Meeting Type: | Annual |
| Record Date: | MAR 09, 2012 | | | |
| # | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1 | Elect Director Christopher J. Kearney | For | For | Management |
| 2 | Elect Director Martha B. Wyrsch | For | For | Management |
| 3 | Elect Director Peter Volanakis | For | For | Management |
| 4 | Amend Omnibus Stock Plan | For | For | Management |
| 5 | Advisory Vote to Ratify Named | For | Against | Management |
| | Executive Officers' Compensation | | | |
| 6 | Ratify Auditors | For | For | Management |
| STARWOOD HOTELS & RESORTS WORLDWIDE, INC. |
| | | | | |
| Ticker: | HOT | | Security ID: | 85590A401 |
| Meeting Date: | MAY 03, 2012 | | Meeting Type: | Annual |
| Record Date: | MAR 09, 2012 | | | |
| # | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1.1 | Elect Director Frits van Paasschen | For | For | Management |
| 1.2 | Elect Director Bruce W. Duncan | For | For | Management |
| 1.3 | Elect Director Adam M. Aron | For | For | Management |
| 1.4 | Elect Director Charlene Barshefsky | For | For | Management |
| 1.5 | Elect Director Thomas E. Clarke | For | For | Management |
| 1.6 | Elect Director Clayton C. Daley, Jr. | For | For | Management |
| 1.7 | Elect Director Lizanne Galbreath | For | For | Management |
| 1.8 | Elect Director Eric Hippeau | For | For | Management |
| 1.9 | Elect Director Stephen R. Quazzo | For | For | Management |
| 1.10 | Elect Director Thomas O. Ryder | For | For | Management |
| 2 | Advisory Vote to Ratify Named | For | For | Management |
| | Executive Officers' Compensation | | | |
| 3 | Ratify Auditors | For | For | Management |
| STEWART ENTERPRISES, INC. |
| | | | | |
| Ticker: | STEI | | Security ID: | 860370105 |
| Meeting Date: | APR 19, 2012 | | Meeting Type: | Annual |
| Record Date: | FEB 21, 2012 | | | |
| # | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1.1 | Elect Director John B. Elstrott, Jr. | For | For | Management |
| 1.2 | Elect Director Thomas M. Kitchen | For | For | Management |
| 1.3 | Elect Director Alden J. McDonald, Jr. | For | For | Management |
| 1.4 | Elect Director Ronald H. Patron | For | For | Management |
| 1.5 | Elect Director Ashton J. Ryan, Jr. | For | For | Management |
| 1.6 | Elect Director John K. Saer, Jr. | For | For | Management |
| 1.7 | Elect Director Frank B. Stewart, Jr. | For | Withhold | Management |
| 2 | Advisory Vote to Ratify Named | For | For | Management |
| | Executive Officers' Compensation | | | |
| 3 | Approve Executive Incentive Bonus Plan | For | For | Management |
| 4 | Amend Omnibus Stock Plan | For | For | Management |
| 5 | Ratify Auditors | For | For | Management |
| TELEFLEX INCORPORATED |
| | | | | |
| Ticker: | TFX | | Security ID: | 879369106 |
| Meeting Date: | MAY 04, 2012 | | Meeting Type: | Annual |
| Record Date: | MAR 05, 2012 | | | |
| # | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1 | Elect Director Sigismundus W.W. Lubsen | For | For | Management |
| 2 | Elect Director Stuart A. Randle | For | For | Management |
| 3 | Elect Director Harold L. Yoh, III | For | For | Management |
| 4 | Advisory Vote to Ratify Named | For | For | Management |
| | Executive Officers' Compensation | | | |
| 5 | Ratify Auditors | For | For | Management |
| THE COOPER COMPANIES, INC. |
| | | | | |
| Ticker: | COO | | Security ID: | 216648402 |
| Meeting Date: | MAR 20, 2012 | | Meeting Type: | Annual |
| Record Date: | JAN 25, 2012 | | | |
| # | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1 | Elect Director A. Thomas Bender | For | For | Management |
| 2 | Elect Director Michael H. Kalkstein | For | For | Management |
| 3 | Elect Director Jody S. Lindell | For | For | Management |
| 4 | Elect Director Donald Press | For | For | Management |
| 5 | Elect Director Steven Rosenberg | For | For | Management |
| 6 | Elect Director Allan E. Rubenstein | For | For | Management |
| 7 | Elect Director Robert S. Weiss | For | For | Management |
| 8 | Elect Director Stanley Zinberg | For | For | Management |
| 9 | Ratify Auditors | For | For | Management |
| 10 | Advisory Vote to Ratify Named | For | For | Management |
| | Executive Officers' Compensation | | | |
| THE INTERPUBLIC GROUP OF COMPANIES, INC. |
| | | | | |
| Ticker: | IPG | | Security ID: | 460690100 |
| Meeting Date: | MAY 24, 2012 | | Meeting Type: | Annual |
| Record Date: | APR 02, 2012 | | | |
| # | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1 | Elect Director Jocelyn Carter-Miller | For | For | Management |
| 2 | Elect Director Jill M. Considine | For | For | Management |
| 3 | Elect Director Richard A. Goldstein | For | For | Management |
| 4 | Elect Director Mary J. Steele Guilfoile | For | For | Management |
| 5 | Elect Director H. John Greeniaus | For | For | Management |
| 6 | Elect Director Dawn Hudson | For | For | Management |
| 7 | Elect Director William T. Kerr | For | For | Management |
| 8 | Elect Director Michael I. Roth | For | For | Management |
| 9 | Elect Director David M. Thomas | For | For | Management |
| 10 | Ratify Auditors | For | For | Management |
| 11 | Advisory Vote to Ratify Named | For | For | Management |
| | Executive Officers' Compensation | | | |
| 12 | Stock Retention/Holding Period | Against | For | Shareholder |
| THE WARNACO GROUP, INC. |
| | | | | |
| Ticker: | WRC | | Security ID: | 934390402 |
| Meeting Date: | MAY 09, 2012 | | Meeting Type: | Annual |
| Record Date: | MAR 26, 2012 | | | |
| # | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1 | Elect Director David A. Bell | For | For | Management |
| 2 | Elect Director Robert A. Bowman | For | For | Management |
| 3 | Elect Director Richard Karl Goeltz | For | For | Management |
| 4 | Elect Director Sheila A. Hopkins | For | For | Management |
| 5 | Elect Director Helen McCluskey | For | For | Management |
| 6 | Elect Director Charles R. Perrin | For | For | Management |
| 7 | Elect Director Nancy A. Reardon | For | For | Management |
| 8 | Elect Director Donald L. Seeley | For | For | Management |
| 9 | Elect Director Cheryl Nido Turpin | For | For | Management |
| 10 | Ratify Auditors | For | For | Management |
| 11 | Advisory Vote to Ratify Named | For | For | Management |
| | Executive Officers' Compensation | | | |
| TREEHOUSE FOODS, INC. |
| | | | | |
| Ticker: | THS | | Security ID: | 89469A104 |
| Meeting Date: | APR 26, 2012 | | Meeting Type: | Annual |
| Record Date: | MAR 05, 2012 | | | |
| # | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1 | Elect Director Frank J. O'Connell | For | For | Management |
| 2 | Elect Director Terdema L. Ussery, II | For | For | Management |
| 3 | Elect Director David B. Vermylen | For | For | Management |
| 4 | Ratify Auditors | For | For | Management |
| 5 | Advisory Vote to Ratify Named | For | For | Management |
| | Executive Officers' Compensation | | | |
| 6 | Amend Omnibus Stock Plan | For | For | Management |
| TW TELECOM INC. |
| | | | | |
| Ticker: | TWTC | | Security ID: | 87311L104 |
| Meeting Date: | JUN 07, 2012 | | Meeting Type: | Annual |
| Record Date: | APR 09, 2012 | | | |
| # | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1.1 | Elect Director Gregory J. Attorri | For | Withhold | Management |
| 1.2 | Elect Director Spencer B. Hays | For | Withhold | Management |
| 1.3 | Elect Director Larissa L. Herda | For | Withhold | Management |
| 1.4 | Elect Director Kevin W. Mooney | For | Withhold | Management |
| 1.5 | Elect Director Kirby G. Pickle | For | Withhold | Management |
| 1.6 | Elect Director Roscoe C. Young, II | For | Withhold | Management |
| 2 | Ratify Auditors | For | For | Management |
| 3 | Require Independent Board Chairman | Against | For | Shareholder |
| UNITED RENTALS, INC. |
| | | | | |
| Ticker: | URI | | Security ID: | 911363109 |
| Meeting Date: | APR 27, 2012 | | Meeting Type: | Special |
| Record Date: | MAR 22, 2012 | | | |
| # | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1 | Approve Merger Agreement | For | For | Management |
| 2 | Issue Shares in Connection with | For | For | Management |
| | Acquisition | | | |
| 3 | Adjourn Meeting | For | For | Management |
| VAIL RESORTS, INC. |
| | | | | |
| Ticker: | MTN | | Security ID: | 91879Q109 |
| Meeting Date: | DEC 02, 2011 | | Meeting Type: | Annual |
| Record Date: | OCT 06, 2011 | | | |
| # | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1 | Elect Director Roland A. Hernandez | For | For | Management |
| 2 | Elect Director Thomas D. Hyde | For | For | Management |
| 3 | Elect Director Jeffrey W. Jones | For | For | Management |
| 4 | Elect Director Robert A. Katz | For | For | Management |
| 5 | Elect Director Richard D. Kincaid | For | For | Management |
| 6 | Elect Director John T. Redmond | For | For | Management |
| 7 | Elect Director Hilary A. Schneider | For | For | Management |
| 8 | Elect Director John F. Sorte | For | For | Management |
| 9 | Adopt Plurality Voting for Contested | For | For | Management |
| | Election of Directors | | | |
| 10 | Ratify Auditors | For | For | Management |
| 11 | Advisory Vote to Ratify Named | For | For | Management |
| | Executive Officers' Compensation | | | |
| 12 | Advisory Vote on Say on Pay Frequency | One Year | One Year | Management |
| VALEANT PHARMACEUTICALS INTERNATIONAL, INC. |
| | | | | |
| Ticker: | VRX | | Security ID: | 91911K102 |
| Meeting Date: | MAY 30, 2012 | | Meeting Type: | Annual |
| Record Date: | APR 03, 2012 | | | |
| # | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1.1 | Elect Director Ronald H. Farmer | For | For | Management |
| 1.2 | Elect Director Robert A. Ingram | For | For | Management |
| 1.3 | Elect Director Theo Melas-Kyriazi | For | For | Management |
| 1.4 | Elect Director G. Mason Morfit | For | For | Management |
| 1.5 | Elect Director Laurence E. Paul | For | For | Management |
| 1.6 | Elect Director J. Michael Pearson | For | For | Management |
| 1.7 | Elect Director Robert N. Power | For | For | Management |
| 1.8 | Elect Director Norma A. Provencio | For | For | Management |
| 1.9 | Elect Director Lloyd M. Segal | For | For | Management |
| 1.10 | Elect Director Katharine B. Stevenson | For | For | Management |
| 2 | Advisory Vote on Executive | For | For | Management |
| | Compensation Approach | | | |
| 3 | Ratify PricewaterhouseCoopers LLP as | For | For | Management |
| | Auditors | | | |
| WHITING PETROLEUM CORPORATION |
| | | | | |
| Ticker: | WLL | | Security ID: | 966387102 |
| Meeting Date: | MAY 01, 2012 | | Meeting Type: | Annual |
| Record Date: | MAR 12, 2012 | | | |
| # | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1.1 | Elect Director James J. Volker | For | For | Management |
| 1.2 | Elect Director William N. Hahne | For | For | Management |
| 1.3 | Elect Director Allan R. Larson | For | For | Management |
| 2 | Advisory Vote to Ratify Named | For | For | Management |
| | Executive Officers' Compensation | | | |
| 3 | Ratify Auditors | For | For | Management |
| WINDSTREAM CORP. |
| | | | | |
| Ticker: | WIN | | Security ID: | 97381W104 |
| Meeting Date: | MAY 09, 2012 | | Meeting Type: | Annual |
| Record Date: | MAR 15, 2012 | | | |
| # | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1 | Elect Director Carol B. Armitage | For | For | Management |
| 2 | Elect Director Samuel E. Beall, III | For | For | Management |
| 3 | Elect Director Dennis E. Foster | For | For | Management |
| 4 | Elect Director Francis X. Frantz | For | For | Management |
| 5 | Elect Director Jeffery R. Gardner | For | For | Management |
| 6 | Elect Director Jeffrey T. Hinson | For | For | Management |
| 7 | Elect Director Judy K. Jones | For | For | Management |
| 8 | Elect Director William A. Montgomery | For | For | Management |
| 9 | Elect Director Alan L. Wells | For | For | Management |
| 10 | Approve Executive Incentive Bonus Plan | For | For | Management |
| 11 | Advisory Vote to Ratify Named | For | For | Management |
| | Executive Officers' Compensation | | | |
| 12 | Ratify Auditors | For | For | Management |
| 13 | Pro-rata Vesting of Equity Plans | Against | Against | Shareholder |
| 14 | Report on Political Contributions | Against | For | Shareholder |
========== END NPX REPORT
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.
AQUILA THREE PEAKS OPPORTUNTIY GROWTH FUND
(formerly, Aquila Rocky Mountain Equity Fund)
| | |
| /s/ Diana P. Herrmann | |
| Diana P. Herrmann, President and Trustee | |
| | |
| /s/ Joseph P. DiMaggio | |
| Joseph P. DiMaggio, Chief Financial Officer and Treasurer |
| | |
