FORM N-PX ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-07811 Prudential Jennison Mid-Cap Growth Fund, Inc. (Exact name of registrant as specified in charter) 100 Mulberry Street, Gateway Center Three, 4th Floor, Newark, NJ 07102 (Address of principal executive offices) (Zip Code) Jonathan D. Shain, Esq. 100 Mulberry Street, Gateway Center Three, 4th Floor, Newark, NJ 07102 (Name and address of agent for service) Registrant's telephone number, including area code: 973-802-6469 Date of fiscal year-end: August 31 Date of reporting period: June 30, 2012 Item 1. Proxy Voting Record In determining votes against management, any ballot that management did not make a recommendation is considered to be "FOR" regardless of the vote cast. Any "Abstain" vote cast is considered as voted, and to be against the management recommendation. ******************************* FORM N-Px REPORT ******************************* ICA File Number: 811-07811 Reporting Period: 07/01/2011 - 06/30/2012 Prudential Jennison Mid Cap Growth Fund, Inc. =============== Prudential Jennison Mid-Cap Growth Fund, Inc. - =============== =============== Sub-Adviser: Jennison =============== ACTIVISION BLIZZARD, INC. Ticker: ATVI Security ID: 00507V109 Meeting Date: JUN 07, 2012 Meeting Type: Annual Record Date: APR 09, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Philippe Capron For For Management 2 Elect Robert Corti For For Management 3 Elect Frederic Crepin For For Management 4 Elect Lucian Grainge For For Management 5 Elect Brian Kelly For For Management 6 Elect Robert Kotick For For Management 7 Elect Jean-Bernard Levy For For Management 8 Elect Robert Morgado For For Management 9 Elect Stephane Roussel For For Management 10 Elect Richard Sarnoff For For Management 11 Elect Regis Turrini For For Management 12 Amendment to the 2008 Incentive Plan For For Management 13 Advisory Vote on Executive Compensation For For Management 14 Ratification of Auditor For For Management -------------------------------------------------------------------------------- AGILENT TECHNOLOGIES INC. Ticker: A Security ID: 00846U101 Meeting Date: MAR 21, 2012 Meeting Type: Annual Record Date: JAN 23, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Robert Herbold For For Management 2 Elect KOH Boon Hwee For For Management 3 Elect William Sullivan For For Management 4 Ratification of Auditor For For Management 5 Advisory Vote on Executive Compensation For For Management -------------------------------------------------------------------------------- ALBEMARLE CORPORATION Ticker: ALB Security ID: 012653101 Meeting Date: MAY 09, 2012 Meeting Type: Annual Record Date: MAR 02, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Jim Nokes For For Management 1.2 Elect William Hernandez For For Management 1.3 Elect R. William Ide III For For Management 1.4 Elect Luther Kissam, IV For For Management 1.5 Elect Joseph Mahady For For Management 1.6 Elect Barry Perry For For Management 1.7 Elect John Sherman, Jr. For For Management 1.8 Elect Harriett Taggart For For Management 1.9 Elect Anne Whittemore For For Management 2 Ratification of Auditor For For Management 3 Advisory Vote on Executive Compensation For For Management -------------------------------------------------------------------------------- ALEXION PHARMACEUTICALS, INC. Ticker: ALXN Security ID: 015351109 Meeting Date: MAY 07, 2012 Meeting Type: Annual Record Date: MAR 20, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Leonard Bell For For Management 1.2 Elect Max Link For For Management 1.3 Elect William Keller For For Management 1.4 Elect Joseph Madri For For Management 1.5 Elect Larry Mathis For For Management 1.6 Elect R. Douglas Norby For For Management 1.7 Elect Alvin Parven For For Management 1.8 Elect Andreas Rummelt For For Management 1.9 Elect Ann Veneman For For Management 2 Ratification of Auditor For For Management 3 Advisory Vote on Executive Compensation For For Management -------------------------------------------------------------------------------- ALLIANCE DATA SYSTEMS CORPORATION Ticker: ADS Security ID: 018581108 Meeting Date: JUN 07, 2012 Meeting Type: Annual Record Date: APR 09, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Edward J. Heffernan For For Management 2 Elect Robert Minicucci For For Management 3 Advisory Vote on Executive Compensation For For Management 4 Ratification of Auditor For For Management -------------------------------------------------------------------------------- ALTERA CORPORATION Ticker: ALTR Security ID: 021441100 Meeting Date: MAY 08, 2012 Meeting Type: Annual Record Date: MAR 12, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect John Daane For For Management 2 Elect T. Michael Nevens For For Management 3 Elect Elisha Finney For For Management 4 Elect Kevin McGarity For For Management 5 Elect Krish Prabhu For For Management 6 Elect John Shoemaker For For Management 7 Elect Thomas Waechter For For Management 8 Elect Susan Wang For For Management 9 Amendment to the 2005 Equity Incentive For For Management Plan 10 Second Amendment to the 2005 Equity For For Management Incentive Plan 11 Amendment to the 1987 Employee Stock For For Management Purchase Plan 12 Amendments to Certificate of For For Management Incorporation & Bylaws to Allow for Shareholder Action by Written Consent 13 Advisory Vote on Executive Compensation For For Management 14 Ratification of Auditor For For Management -------------------------------------------------------------------------------- AMERICAN TOWER CORP. 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 Reorganization For For Management 2 Right to 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 Raymond Dolan For For Management 2 Elect Ronald Dykes For For Management 3 Elect Carolyn Katz For For Management 4 Elect Gustavo Lara Cantu For For Management 5 Elect JoAnn Reed For For Management 6 Elect Pamela Reeve For For Management 7 Elect David Sharbutt For For Management 8 Elect James Taiclet, Jr. For For Management 9 Elect Samme Thompson For For Management 10 Ratification of Auditor For For Management 11 Advisory Vote on Executive Compensation For For Management 12 Shareholder Proposal Regarding Against Against Shareholder Retention of Shares After Retirement -------------------------------------------------------------------------------- AMETEK, INC. Ticker: AME Security ID: 031100100 Meeting Date: MAY 01, 2012 Meeting Type: Annual Record Date: MAR 16, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect James Malone For For Management 1.2 Elect Elizabeth Varet For For Management 1.3 Elect Dennis Williams For For Management 2 Advisory Vote on Executive Compensation For For Management 3 Ratification of Auditor For For Management -------------------------------------------------------------------------------- AMPHENOL CORPORATION Ticker: APH Security ID: 032095101 Meeting Date: MAY 23, 2012 Meeting Type: Annual Record Date: MAR 26, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Edward Jepsen For For Management 2 Elect John Lord For For Management 3 Ratification of Auditor For For Management 4 Advisory Vote on Executive Compensation For For Management 5 Repeal of Classified Board For For Management 6 Elimination of Supermajority For For Management Requirement 7 2012 Restricted Stock Plan for For For Management Directors 8 Shareholder Proposal Regarding Simple Against For Shareholder Majority Vote -------------------------------------------------------------------------------- ANNALY CAPITAL MANAGEMENT, INC. Ticker: NLY Security ID: 035710409 Meeting Date: MAY 24, 2012 Meeting Type: Annual Record Date: MAR 30, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Wellington Denahan-Norris For For Management 2 Elect Michael Haylon For For Management 3 Elect Donnell Segalas For For Management 4 Elect Jonathan Green For For Management 5 Ratification of Auditor For For Management -------------------------------------------------------------------------------- ARIBA INC. Ticker: ARBA Security ID: 04033V203 Meeting Date: JAN 20, 2012 Meeting Type: Annual Record Date: DEC 01, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Harriet Edelman For For Management 1.2 Elect Richard Kashnow For For Management 1.3 Elect Robert Johnson For For Management 2 Advisory Vote on Executive Compensation For For Management 3 Frequency of Advisory Vote on 1 Year 2 Years Management Executive Compensation 4 Ratification of Auditor For For Management -------------------------------------------------------------------------------- BED BATH & BEYOND INC. Ticker: BBBY Security ID: 075896100 Meeting Date: JUN 22, 2012 Meeting Type: Annual Record Date: MAY 04, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Warren Eisenberg For For Management 2 Elect Leonard Feinstein For For Management 3 Elect Steven Temares For For Management 4 Elect Dean Adler For For Management 5 Elect Stanley Barshay For For Management 6 Elect Klaus Eppler For For Management 7 Elect Patrick Gaston For For Management 8 Elect Jordan Heller For For Management 9 Elect Victoria Morrison For For Management 10 Ratification of Auditor For For Management 11 Advisory Vote on Executive Compensation For For Management 12 2012 Incentive Compensation Plan For Against Management -------------------------------------------------------------------------------- BIOMARIN PHARMACEUTICAL INC. Ticker: BMRN Security ID: 09061G101 Meeting Date: MAY 08, 2012 Meeting Type: Annual Record Date: MAR 15, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Jean-Jacques Bienaime For For Management 1.2 Elect Michael Grey For For Management 1.3 Elect Elaine Heron For For Management 1.4 Elect Pierre Lapalme For For Management 1.5 Elect V. Bryan Lawlis For For Management 1.6 Elect Richard Meier For For Management 1.7 Elect Alan Lewis For For Management 1.8 Elect William Young For For Management 1.9 Elect Kenneth Bate For For Management 2 Advisory Vote on Executive Compensation For For Management 3 Ratification of Auditor For For Management -------------------------------------------------------------------------------- BROADCOM CORPORATION Ticker: BRCM Security ID: 111320107 Meeting Date: MAY 15, 2012 Meeting Type: Annual Record Date: MAR 19, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Robert Finocchio, Jr. For For Management 1.2 Elect Nancy Handel For For Management 1.3 Elect Eddy Hartenstein For For Management 1.4 Elect Maria Klawe For For Management 1.5 Elect John Major For For Management 1.6 Elect Scott McGregor For For Management 1.7 Elect William Morrow For For Management 1.8 Elect Henry Samueli For For Management 1.9 Elect Robert Switz For For Management 2 Amendment to the 1998 Employee Stock For For Management Purchase Plan 3 2012 Stock Incentive Plan For Against Management 4 Ratification of Auditor For For Management -------------------------------------------------------------------------------- BUNGE LIMITED Ticker: BG Security ID: G16962105 Meeting Date: MAY 25, 2012 Meeting Type: Annual Record Date: MAR 30, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Francis Coppinger For For Management 2 Elect Alberto Weisser For For Management 3 Ratification of Auditor For For Management 4 Advisory Vote on Executive Compensation For For Management -------------------------------------------------------------------------------- CAMERON INTERNATIONAL CORPORATION Ticker: CAM Security ID: 13342B105 Meeting Date: MAY 11, 2012 Meeting Type: Annual Record Date: MAR 16, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect C. Baker Cunningham For For Management 2 Elect Sheldon Erikson For For Management 3 Elect Douglas Foshee For For Management 4 Elect Rodolfo Landim For For Management 5 Ratification of Auditor For For Management 6 Advisory Vote on Executive Compensation For For Management 7 Repeal of Classified Board For For Management 8 Adoption of Delaware as the Exclusive For For Management Forum for Certain Disputes 9 Approve Restatement of Certificate of For For Management Incorporation -------------------------------------------------------------------------------- CHECK POINT SOFTWARE TECHNOLOGIES LTD. Ticker: CHKP Security ID: M22465104 Meeting Date: JUN 07, 2012 Meeting Type: Annual Record Date: APR 30, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Election of Directors (Slate) For For Management 2 Election of Statutory Independent For For Management Directors 3 Appointment of Auditor For For Management 4 Approval of Compensation for the For For Management Company's Chairman and CEO, Gil Shwed 5 Authorization of Board Chairman to For For Management Serve as CEO 6 Declaration of Material Interest in None Against Management Proposal 2 7 Declaration of Material Interest on None Against Management Proposal 4 8 Declaration of Material Interest in None Against Management Proposal 5 -------------------------------------------------------------------------------- CHURCH & DWIGHT CO., INC. Ticker: CHD Security ID: 171340102 Meeting Date: MAY 03, 2012 Meeting Type: Annual Record Date: MAR 05, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect T. Rosie Albright For For Management 2 Elect Ravichandra Saligram For For Management 3 Elect Robert Shearer For For Management 4 Amendment to the Annual Incentive Plan For For Management 5 Advisory Vote on Executive Compensation For For Management 6 Ratification of Auditor For For Management -------------------------------------------------------------------------------- CIMAREX ENERGY CO. Ticker: XEC Security ID: 171798101 Meeting Date: MAY 16, 2012 Meeting Type: Annual Record Date: MAR 20, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Joseph Albi For For Management 2 Elect Jerry Box For For Management 3 Elect Michael Sullivan For For Management 4 Advisory Vote on Executive Compensation For For Management 5 Ratification of Auditor For For Management -------------------------------------------------------------------------------- COBALT INTERNATIONAL ENERGY, INC. Ticker: CIE Security ID: 19075F106 Meeting Date: APR 26, 2012 Meeting Type: Annual Record Date: MAR 15, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Joseph Bryant For For Management 1.2 Elect Peter Coneway For For Management 1.3 Elect Michael France For For Management 1.4 Elect Jack Golden For For Management 1.5 Elect N. John Lancaster, Jr. For For Management 1.6 Elect Scott Lebovitz For For Management 1.7 Elect Jon Marshall For For Management 1.8 Elect Kenneth Moore For For Management 1.9 Elect Kenneth Pontarelli For For Management 1.10 Elect Myles Scoggins For For Management 1.11 Elect D. Jeff van Steenbergen For For Management 1.12 Elect Martin Young, Jr. For For Management 2 Ratification of Auditor For For Management 3 Advisory Vote on Executive Compensation For For Management -------------------------------------------------------------------------------- COLFAX CORP Ticker: CFX Security ID: 194014106 Meeting Date: JAN 05, 2012 Meeting Type: Special Record Date: DEC 19, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 BDT Investment For For Management 2 Other Investment For For Management 3 Charter Acquisition For For Management 4 Increase of Authorized Common Stock For For Management 5 Right to Adjourn Meeting For For Management -------------------------------------------------------------------------------- COLFAX CORPORATION Ticker: CFX Security ID: 194014106 Meeting Date: MAY 16, 2012 Meeting Type: Annual Record Date: MAR 26, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Mitchell Rales For For Management 2 Elect Clay Kiefaber For For Management 3 Elect Patrick Allender For For Management 4 Elect Joseph Bunting III For For Management 5 Elect Thomas Gayner For For Management 6 Elect Rhonda Jordan For For Management 7 Elect San Orr III For For Management 8 Elect A. Clayton Perfall For For Management 9 Elect Steven Simms For For Management 10 Elect Rajiv Vinnakota For For Management 11 Ratification of Auditor For For Management 12 Amendment to the 2008 Omnibus For Against Management Incentive Plan 13 Approval of the Material Terms of For For Management Incentive Compensation -------------------------------------------------------------------------------- CONCHO RESOURCES INC. Ticker: CXO Security ID: 20605P101 Meeting Date: JUN 07, 2012 Meeting Type: Annual Record Date: APR 23, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Steven Beal For For Management 1.2 Elect Tucker Bridwell For For Management 1.3 Elect Mark Puckett For For Management 2 Ratification of Auditor For For Management 3 Amendment to the 2006 Stock Incentive For For Management Plan 4 Advisory Vote on Executive Compensation For For Management -------------------------------------------------------------------------------- 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 Cindy Christy For For Management 1.2 Elect Ari Fitzgerald For For Management 1.3 Elect Robert Garrison II For For Management 1.4 Elect John Kelly For For Management 2 Ratification of Auditor For For Management 3 Advisory Vote on Executive Compensation For For Management -------------------------------------------------------------------------------- DARDEN RESTAURANTS, INC. Ticker: DRI Security ID: 237194105 Meeting Date: SEP 22, 2011 Meeting Type: Annual Record Date: JUL 29, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Leonard Berry For For Management 1.2 Elect Odie Donald For For Management 1.3 Elect Christopher Fraleigh For For Management 1.4 Elect Victoria Harker For For Management 1.5 Elect David Hughes For For Management 1.6 Elect Charles Ledsinger, Jr. For For Management 1.7 Elect William Lewis, Jr. For For Management 1.8 Elect Connie Mack III For For Management 1.9 Elect Andrew Madsen For For Management 1.10 Elect Clarence Otis, Jr. For For Management 1.11 Elect Michael Rose For For Management 1.12 Elect Maria Sastre For For Management 2 Amendment to the Employee Stock For For Management Purchase Plan 3 Advisory Vote on Executive Compensation For For Management 4 Frequency of Advisory Vote on 1 Year 2 Years Management Executive Compensation 5 Ratification of Auditor For For Management -------------------------------------------------------------------------------- DAVITA INC. Ticker: DVA Security ID: 23918K108 Meeting Date: JUN 11, 2012 Meeting Type: Annual Record Date: APR 13, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Pamela Arway For For Management 2 Elect Charles Berg For For Management 3 Elect Carol Anthony Davidson For For Management 4 Elect Paul Diaz For For Management 5 Elect Peter Grauer For For Management 6 Elect John Nehra For For Management 7 Elect William Roper For For Management 8 Elect Kent Thiry For For Management 9 Elect Roger Valine For For Management 10 Ratification of Auditor For For Management 11 Advisory Vote on Executive Compensation For Against Management 12 Amendment to the 2011 Incentive Award For For Management Plan 13 Shareholder Proposal Regarding Against Against Shareholder Retention of Shares After Retirement -------------------------------------------------------------------------------- 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 Wieland Wettstein For For Management 1.2 Elect Michael Beatty For For Management 1.3 Elect Michael Decker For For Management 1.4 Elect Ronald Greene For For Management 1.5 Elect Gregory McMichael For For Management 1.6 Elect Kevin Myers For For Management 1.7 Elect Gareth Roberts For For Management 1.8 Elect Phil Rykhoek For For Management 1.9 Elect Randy Stein For For Management 1.10 Elect Laura Sugg For For Management 2 Advisory Vote on Executive Compensation For For Management 3 Elimination of Two-Thirds For For Management Supermajority Requirement for the Board of Directors to Approve Certain Corporate Actions 4 Amendment of the Limited Liability For For Management Company Agreement 5 Ratification of Auditor For For Management -------------------------------------------------------------------------------- DOLLAR TREE, INC. Ticker: DLTR Security ID: 256746108 Meeting Date: JUN 14, 2012 Meeting Type: Annual Record Date: APR 13, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Arnold Barron For For Management 1.2 Elect Macon Brock, Jr. For For Management 1.3 Elect Mary Citrino For For Management 1.4 Elect J. Douglas Perry For For Management 1.5 Elect Thomas Saunders III For For Management 1.6 Elect Thomas Whiddon For For Management 1.7 Elect Carl Zeithaml For For Management 2 Advisory Vote on Executive Compensation For For Management 3 Ratification of Auditor For For Management -------------------------------------------------------------------------------- ECOLAB INC. Ticker: ECL Security ID: 278865100 Meeting Date: MAY 03, 2012 Meeting Type: Annual Record Date: MAR 06, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Leslie Biller For For Management 2 Elect Jerry Grundhofer For For Management 3 Elect Michael Larson For For Management 4 Elect Victoria Reich For For Management 5 Elect John Zillmer For For Management 6 Ratification of Auditor For For Management 7 Elimination of Supermajority For For Management Requirement 8 Advisory Vote on Executive Compensation For For Management 9 Shareholder Proposal Regarding Against Against Shareholder Advisory Vote on Electioneering Expenditures 10 Shareholder Proposal Regarding Poison Against For Shareholder Pill -------------------------------------------------------------------------------- ECOLAB, INC. Ticker: ECL Security ID: 278865100 Meeting Date: NOV 30, 2011 Meeting Type: Special Record Date: OCT 11, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Merger/Acquisition For For Management 2 Increase of Authorized Common Stock For For Management 3 Right to Adjourn Meeting For For Management -------------------------------------------------------------------------------- ELDORADO GOLD CORP. Ticker: EGO Security ID: 284902103 Meeting Date: FEB 21, 2012 Meeting Type: Special Record Date: JAN 19, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Merger/Acquisition For For Management -------------------------------------------------------------------------------- ELDORADO GOLD CORP. Ticker: ELD Security ID: 284902103 Meeting Date: MAY 03, 2012 Meeting Type: Annual Record Date: MAR 21, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Timothy Baker For For Management 1.2 Elect Ross Cory For For Management 1.3 Elect Robert Gilmore For For Management 1.4 Elect Geoffrey Handley For For Management 1.5 Elect Wayne Lenton For For Management 1.6 Elect Michael Price For For Management 1.7 Elect Jonathan Rubenstein For For Management 1.8 Elect Donald Shumka For For Management 1.9 Elect Paul Wright For For Management 2 Appointment of Auditor For For Management 3 Authority to Set Auditor's Fees For For Management -------------------------------------------------------------------------------- EXPEDITORS INTERNATIONAL OF WASHINGTON, INC. Ticker: EXPD Security ID: 302130109 Meeting Date: MAY 02, 2012 Meeting Type: Annual Record Date: MAR 08, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Mark Emmert For For Management 2 Elect R. Jordan Gates For For Management 3 Elect Dan Kourkoumelis For For Management 4 Elect Michael Malone For For Management 5 Elect John Meisenbach For For Management 6 Elect Peter Rose For For Management 7 Elect James Wang For For Management 8 Elect Robert Wright For For Management 9 Advisory Vote on Executive Compensation For For Management 10 2012 Stock Option Plan For For Management 11 Ratification of Auditor For For Management 12 Shareholder Proposal Regarding Against Against Shareholder Independent Board Chair -------------------------------------------------------------------------------- F5 NETWORKS, INC. Ticker: FFIV Security ID: 315616102 Meeting Date: MAR 15, 2012 Meeting Type: Annual Record Date: JAN 09, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Jonathan Chadwick For For Management 2 Ratification of Auditor For For Management 3 Advisory Vote on Executive Compensation For For Management 4 Shareholder Proposal Regarding Against For Shareholder Declassification of the Board -------------------------------------------------------------------------------- FASTENAL COMPANY Ticker: FAST Security ID: 311900104 Meeting Date: APR 17, 2012 Meeting Type: Annual Record Date: FEB 22, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Robert Kierlin For For Management 1.2 Elect Stephen Slaggie For For Management 1.3 Elect Michael Gostomski For For Management 1.4 Elect Willard Oberton For For Management 1.5 Elect Michael Dolan For For Management 1.6 Elect Reyne Wisecup For For Management 1.7 Elect Hugh Miller For For Management 1.8 Elect Michael Ancius For For Management 1.9 Elect Scott Satterlee For For Management 2 Ratification of Auditor For For Management 3 Advisory Vote on Executive Compensation For For Management 4 Amendment to the Incentive Plan For For Management 5 Adoption of Majority Vote for Election For For Management of Directors -------------------------------------------------------------------------------- FINISAR CORP Ticker: FNSR Security ID: 31787A507 Meeting Date: NOV 28, 2011 Meeting Type: Annual Record Date: OCT 04, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Eitan Gertel For For Management 1.2 Elect Thomas Pardun For For Management 2 Ratification of Auditor For For Management 3 Advisory Vote on Executive Compensation For For Management 4 Frequency of Advisory Vote on 1 Year 2 Years Management Executive Compensation -------------------------------------------------------------------------------- FIRST REPUBLIC BANK Ticker: FRC Security ID: 33616C100 Meeting Date: MAY 15, 2012 Meeting Type: Annual Record Date: APR 02, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect James Herbert, II For For Management 1.2 Elect Katherine August-deWilde For For Management 1.3 Elect Thomas Barrack, Jr. For Withhold Management 1.4 Elect Frank Fahrenkopf, Jr. For For Management 1.5 Elect William Ford For For Management 1.6 Elect L.Martin Gibbs For For Management 1.7 Elect Sandra Hernandez For For Management 1.8 Elect Pamela Joyner For For Management 1.9 Elect Jody Lindell For For Management 1.10 Elect George Parker For For Management 2 2012 Executive Incentive Plan For For Management 3 Amendment to the 2010 Omnibus Award For For Management Plan 4 Ratification of Auditor For For Management 5 Advisory Vote on Executive Compensation For For Management -------------------------------------------------------------------------------- FLIR SYSTEMS, INC. Ticker: FLIR Security ID: 302445101 Meeting Date: APR 27, 2012 Meeting Type: Annual Record Date: FEB 29, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Earl Lewis For For Management 1.2 Elect Steven Wynne For For Management 2 2012 Executive Bonus Plan For For Management 3 Ratification of Auditor For For Management 4 Shareholder Proposal Regarding Against For Shareholder Declassification of the Board 5 Shareholder Proposal Regarding Against For Shareholder Majority Vote for Election of Directors -------------------------------------------------------------------------------- FMC CORPORATION Ticker: FMC Security ID: 302491303 Meeting Date: APR 24, 2012 Meeting Type: Annual Record Date: FEB 28, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Eduardo Cordeiro For For Management 2 Elect G. Peter D'Aloia For For Management 3 Elect C. Scott Greer For For Management 4 Elect Paul Norris For For Management 5 Elect William Powell For For Management 6 Ratification of Auditor For For Management 7 Advisory Vote on Executive Compensation For For Management 8 Increase of Authorized Common Stock For For Management 9 Shareholder Proposal Regarding Against For Shareholder Declassification of the Board -------------------------------------------------------------------------------- FOSSIL, INC. Ticker: FOSL Security ID: 349882100 Meeting Date: MAY 23, 2012 Meeting Type: Annual Record Date: MAR 30, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Elaine Agather For For Management 1.2 Elect Jeffrey Boyer For For Management 1.3 Elect Kosta Kartsotis For For Management 1.4 Elect Diane Neal For For Management 1.5 Elect Thomas Nealon For For Management 1.6 Elect Elysia Ragusa For For Management 1.7 Elect Jal Shroff For For Management 1.8 Elect James Skinner For For Management 1.9 Elect Michael Steinberg For For Management 1.10 Elect Donald Stone For For Management 1.11 Elect James Zimmerman For For Management 2 Advisory Vote on Executive Compensation For For Management 3 Ratification of Auditor For For Management 4 Shareholder Proposal Regarding Supply Against Against Shareholder Chain Standards -------------------------------------------------------------------------------- GARTNER, INC. Ticker: IT Security ID: 366651107 Meeting Date: JUN 07, 2012 Meeting Type: Annual Record Date: APR 12, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Michael Bingle For For Management 2 Elect Richard Bressler For For Management 3 Elect Raul Cesan For For Management 4 Elect Karen Dykstra For For Management 5 Elect Anne Sutherland Fuchs For For Management 6 Elect William Grabe For For Management 7 Elect Eugene Hall For For Management 8 Elect Stephen Pagliuca For For Management 9 Elect James Smith For For Management 10 Advisory Vote on Executive Compensation For For Management 11 Approval of the Amended and Restated For For Management Executive Performance Bonus Plan 12 Ratification of Auditor For For Management -------------------------------------------------------------------------------- GEN-PROBE INCORPORATED Ticker: GPRO Security ID: 36866T103 Meeting Date: MAY 17, 2012 Meeting Type: Annual Record Date: MAR 23, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect John Brown For For Management 1.2 Elect John Martin For For Management 2 Amendment to the Employee Stock For For Management Purchase Plan 3 2012 Executive Bonus Plan For For Management 4 Advisory Vote on Executive Compensation For For Management 5 Ratification of Auditor For For Management -------------------------------------------------------------------------------- HARLEY-DAVIDSON INC. Ticker: HOG Security ID: 412822108 Meeting Date: APR 28, 2012 Meeting Type: Annual Record Date: MAR 08, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Barry Allen For For Management 1.2 Elect R. John Anderson For For Management 1.3 Elect Richard Beattie For For Management 1.4 Elect Martha Brooks For For Management 1.5 Elect George Conrades For For Management 1.6 Elect Donald James For For Management 1.7 Elect Sara Levinson For For Management 1.8 Elect N. Thomas Linebarger For For Management 1.9 Elect George Miles, Jr. For For Management 1.10 Elect James Norling For For Management 1.11 Elect Keith Wandell For For Management 1.12 Elect Jochen Zeitz For For Management 2 Advisory Vote on Executive Compensation For For Management 3 Ratification of Auditor For For Management -------------------------------------------------------------------------------- HENRY SCHEIN, INC. Ticker: HSIC Security ID: 806407102 Meeting Date: MAY 15, 2012 Meeting Type: Annual Record Date: MAR 16, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Stanley Bergman For For Management 1.2 Elect Gerald Benjamin For For Management 1.3 Elect James Breslawski For For Management 1.4 Elect Mark Mlotek For For Management 1.5 Elect Steven Paladino For For Management 1.6 Elect Barry Alperin For For Management 1.7 Elect Paul Brons For For Management 1.8 Elect Donald Kabat For For Management 1.9 Elect Philip Laskawy For For Management 1.10 Elect Karyn Mashima For For Management 1.11 Elect Norman Matthews For For Management 1.12 Elect Bradley Sheares For For Management 1.13 Elect Louis Sullivan For For Management 2 Elimination of Plurality Voting For For Management 3 Advisory Vote on Executive Compensation For For Management 4 Ratification of Auditor For For Management -------------------------------------------------------------------------------- HERBALIFE LTD. Ticker: HLF Security ID: G4412G101 Meeting Date: APR 26, 2012 Meeting Type: Annual Record Date: FEB 29, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Pedro Cardoso For For Management 1.2 Elect Colombe Nicholas For For Management 2 Advisory Vote on Executive Compensation For For Management 3 Ratification of Auditor For For Management -------------------------------------------------------------------------------- IDEX CORPORATION Ticker: IEX Security ID: 45167R104 Meeting Date: APR 10, 2012 Meeting Type: Annual Record Date: FEB 17, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect William Cook For For Management 1.2 Elect Michael Tokarz For For Management 2 Advisory Vote on Executive Compensation For For Management 3 Ratification of Auditor For For Management -------------------------------------------------------------------------------- IDEXX LABORATORIES, INC. Ticker: IDXX Security ID: 45168D104 Meeting Date: MAY 09, 2012 Meeting Type: Annual Record Date: MAR 12, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect William End For For Management 1.2 Elect Barry Johnson For For Management 1.3 Elect Brian McKeon For For Management 2 Advisory Vote on Executive Compensation For For Management 3 Ratification of Auditor For For Management -------------------------------------------------------------------------------- IHS INC. Ticker: IHS Security ID: 451734107 Meeting Date: APR 12, 2012 Meeting Type: Annual Record Date: FEB 23, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Ruann Ernst For For Management 2 Elect Christoph Grolman For For Management 3 Elect Richard Roedel For For Management 4 Ratification of Auditor For For Management 5 Advisory Vote on Executive Compensation For For Management -------------------------------------------------------------------------------- INTUIT INC Ticker: INTU Security ID: 461202103 Meeting Date: JAN 19, 2012 Meeting Type: Annual Record Date: NOV 21, 2011 # Proposal Mgt Rec Vote Cast Sponsor 7 Elect Dennis Powell For For Management 8 Elect Brad Smith For For Management 9 Ratification of Auditor For For Management 10 Amendment to the Employee Stock For For Management Purchase Plan 11 Advisory Vote on Executive Compensation For For Management 12 Frequency of Advisory Vote on 1 Year 2 Years Management Executive Compensation -------------------------------------------------------------------------------- INTUIT INC Ticker: CNE LN Security ID: 461202103 Meeting Date: JAN 19, 2012 Meeting Type: Annual Record Date: NOV 21, 2011 # Proposal Mgt Rec Vote Cast Sponsor 6 Elect Suzanne Nora Johnson For For Management -------------------------------------------------------------------------------- INTUIT INC Ticker: MPXE3 BZ Security ID: 461202103 Meeting Date: JAN 19, 2012 Meeting Type: Annual Record Date: NOV 21, 2011 # Proposal Mgt Rec Vote Cast Sponsor 3 Elect Scott Cook For For Management 4 Elect Diane Greene For For Management 5 Elect Edward Kangas For For Management -------------------------------------------------------------------------------- INTUIT INC Ticker: ECOR3 BZ Security ID: 461202103 Meeting Date: JAN 19, 2012 Meeting Type: Annual Record Date: NOV 21, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Christopher Brody For For Management 2 Elect William Campbell For For Management -------------------------------------------------------------------------------- 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 Elect Ted Antenucci For For Management 2 Elect Clarke Bailey For For Management 3 Elect Kent Dauten For For Management 4 Elect Paul Deninger For For Management 5 Elect Per-Kristian Halvorsen For For Management 6 Elect Michael Lamach For For Management 7 Elect Arthur Little For For Management 8 Elect Allan Loren For For Management 9 Elect C. Richard Reese For For Management 10 Elect Vincent Ryan For For Management 11 Elect Laurie Tucker For For Management 12 Elect Alfred Verrecchia For For Management 13 Advisory Vote on Executive Compensation For For Management 14 Ratification of Auditor For For Management -------------------------------------------------------------------------------- J.B. HUNT TRANSPORT SERVICES, INC. Ticker: JBHT Security ID: 445658107 Meeting Date: APR 26, 2012 Meeting Type: Annual Record Date: FEB 14, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Douglas Duncan For For Management 2 Elect Francesca Edwardson For For Management 3 Elect Wayne Garrison For For Management 4 Elect Sharilyn Gasaway For For Management 5 Elect Gary George For For Management 6 Elect Bryan Hunt For For Management 7 Elect Coleman Peterson For For Management 8 Elect John Roberts III For For Management 9 Elect James Robo For For Management 10 Elect William Shea Jr. For For Management 11 Elect Kirk Thompson For For Management 12 Amendment to the Management Incentive For For Management Plan 13 Ratification of Auditor For For Management -------------------------------------------------------------------------------- J.M. SMUCKER CO. Ticker: SJMA Security ID: 832696405 Meeting Date: AUG 17, 2011 Meeting Type: Annual Record Date: JUN 22, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Vincent Byrd For For Management 2 Elect R. Douglas Cowan For For Management 3 Elect Elizabeth Long For For Management 4 Elect Mark Smucker For For Management 5 Ratification of Auditor For For Management 6 Advisory Vote on Executive Compensation For For Management 7 Frequency of Advisory Vote on 1 Year 2 Years Management Executive Compensation 8 Shareholder Proposal Regarding Coffee Against Against Shareholder Sustainability Report -------------------------------------------------------------------------------- JUNIPER NETWORKS, INC. Ticker: JNPR Security ID: 48203R104 Meeting Date: MAY 22, 2012 Meeting Type: Annual Record Date: MAR 30, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Mercedes Johnson For For Management 1.2 Elect Scott Kriens For For Management 1.3 Elect William Stensrud For For Management 2 Ratification of Auditor For For Management 3 Amendment to the 2006 Equity Incentive For For Management Plan 4 Amendment to the 2008 Employee Stock For For Management Purchase Plan 5 Repeal of Classified Board For For Management 6 Advisory Vote on Executive Compensation For For Management -------------------------------------------------------------------------------- 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 Lu Cordova For For Management 1.2 Elect Michael Haverty For For Management 1.3 Elect Thomas McDonnell For For Management 2 Ratification of Auditor For For Management 3 Elimination of Supermajority For For Management Requirement 4 Elimination of Cumulative Voting For For Management 5 Technical Amendments to Certificate For For Management 6 Advisory Vote on Executive Compensation For For Management 7 Shareholder Proposal Regarding Simple Against For Shareholder Majority Vote -------------------------------------------------------------------------------- LABORATORY CORPORATION OF AMERICA HOLDINGS Ticker: LH Security ID: 50540R409 Meeting Date: MAY 01, 2012 Meeting Type: Annual Record Date: MAR 05, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect David King For For Management 2 Elect Kerrii Anderson For For Management 3 Elect Jean-Luc Belingard For For Management 4 Elect N. Anthony Coles, Jr. For For Management 5 Elect Wendy Lane For For Management 6 Elect Thomas Mac Mahon For For Management 7 Elect Robert Mittelstaedt, Jr. For For Management 8 Elect Arthur Rubenstein For For Management 9 Elect M. Keith Weikel For For Management 10 Elect R. Sanders Williams For For Management 11 Advisory Vote on Executive Compensation For For Management 12 2012 Omnibus Incentive Plan For Against Management 13 Amendment to the 1997 Employee Stock For For Management Purchase Plan 14 Ratification of Auditor For For Management -------------------------------------------------------------------------------- MAXIM INTEGRATED PRODUCTS, INC. Ticker: MXIM Security ID: 57772K101 Meeting Date: NOV 16, 2011 Meeting Type: Annual Record Date: SEP 19, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Tunc Doluca For For Management 1.2 Elect B. Kipling Hagopian For For Management 1.3 Elect James Bergman For For Management 1.4 Elect Joseph Bronson For For Management 1.5 Elect Robert Grady For For Management 1.6 Elect William Watkins For Withhold Management 1.7 Elect A.R. Frank Wazzan For For Management 2 Ratification of Auditor For For Management 3 Amendment to the 2008 Employee Stock For For Management Purchase Plan 4 Amendment to the 1996 Stock Incentive For Against Management Plan 5 Advisory Vote on Executive Compensation For For Management 6 Frequency of Advisory Vote on 1 Year 2 Years Management Executive Compensation -------------------------------------------------------------------------------- MEAD JOHNSON NUTRITION COMPANY Ticker: MJN Security ID: 582839106 Meeting Date: MAY 04, 2012 Meeting Type: Annual Record Date: MAR 16, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Stephen Golsby For For Management 2 Elect Steven Altschuler For For Management 3 Elect Howard Bernick For For Management 4 Elect Kimberly Casiano For For Management 5 Elect Anna Catalano For For Management 6 Elect Celeste Clark For For Management 7 Elect James Cornelius For For Management 8 Elect Peter Ratcliffe For For Management 9 Elect Elliott Sigal For For Management 10 Elect Robert Singer For For Management 11 Advisory Vote on Executive Compensation For For Management 12 Ratification of Auditor For For Management -------------------------------------------------------------------------------- NEOGEN CORP. Ticker: NEOG Security ID: 640491106 Meeting Date: OCT 06, 2011 Meeting Type: Annual Record Date: AUG 08, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect James Herbert For For Management 1.2 Elect G. Bruce Papesh For For Management 1.3 Elect Thomas Reed For For Management 2 Increase of Authorized Common Stock For For Management 3 Amendment to the 2007 Stock Option Plan For For Management 4 2011 Employee Stock Purchase Plan For For Management 5 Advisory Vote on Executive Compensation For For Management 6 Frequency of Advisory Vote on 1 Year 2 Years Management Executive Compensation 7 Ratification of Auditor For For Management -------------------------------------------------------------------------------- NETAPP INC Ticker: NTAP Security ID: 64110D104 Meeting Date: AUG 31, 2011 Meeting Type: Annual Record Date: JUL 11, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Daniel Warmenhoven For For Management 1.2 Elect Nicholas Moore For For Management 1.3 Elect Thomas Georgens For For Management 1.4 Elect Jeffry Allen For For Management 1.5 Elect Alan Earhart For For Management 1.6 Elect Gerald Held For For Management 1.7 Elect T. Michael Nevens For For Management 1.8 Elect George Shaheen For For Management 1.9 Elect Robert Wall For For Management 1.10 Elect Richard Wallace For For Management 2 Amendment to the 1999 Stock Option Plan For Against Management 3 Amendment to the Employee Stock For For Management Purchase Plan 4 Advisory Vote on Executive Compensation For For Management 5 Frequency of Advisory Vote on 1 Year 2 Years Management Executive Compensation 6 Ratification of Auditor For For Management -------------------------------------------------------------------------------- NII HOLDINGS, INC. Ticker: NIHD Security ID: 62913F201 Meeting Date: MAY 09, 2012 Meeting Type: Annual Record Date: MAR 16, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Kevin Beebe For For Management 2 Elect Carolyn Katz For For Management 3 Advisory Vote on Executive Compensation For For Management 4 2012 Incentive Compensation Plan For For Management 5 Ratification of Auditor For For Management -------------------------------------------------------------------------------- NOBLE ENERGY, INC. Ticker: NBL Security ID: 655044105 Meeting Date: APR 24, 2012 Meeting Type: Annual Record Date: MAR 06, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Jeffrey Berenson For For Management 2 Elect Michael Cawley For For Management 3 Elect Edward Cox For For Management 4 Elect Charles Davidson For For Management 5 Elect Thomas Edelman For For Management 6 Elect Eric Grubman For For Management 7 Elect Kirby Hedrick For For Management 8 Elect Scott Urban For For Management 9 Elect William Van Kleef For For Management 10 Ratification of Auditor For For Management 11 Advisory Vote on Executive Compensation For For Management 12 Increase of Authorized Common Stock For For Management -------------------------------------------------------------------------------- NORDSTROM, INC. Ticker: JWN Security ID: 655664100 Meeting Date: MAY 09, 2012 Meeting Type: Annual Record Date: MAR 09, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Phyllis Campbell For For Management 2 Elect Michelle Ebanks For For Management 3 Elect Enrique Hernandez, Jr. For For Management 4 Elect Robert Miller For For Management 5 Elect Blake Nordstrom For For Management 6 Elect Erik Nordstrom For For Management 7 Elect Peter Nordstrom For For Management 8 Elect Philip Satre For For Management 9 Elect B. Kevin Turner For For Management 10 Elect Robert Walter For For Management 11 Elect Alison Winter For For Management 12 Amendment to the Executive Management For For Management Bonus Plan 13 Ratification of Auditor For For Management 14 Advisory Vote on Executive Compensation For For Management -------------------------------------------------------------------------------- O'REILLY AUTOMOTIVE INC. Ticker: ORLY Security ID: 67103H107 Meeting Date: MAY 08, 2012 Meeting Type: Annual Record Date: FEB 28, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Charles O'Reilly, Jr. For For Management 2 Elect John Murphy For For Management 3 Elect Ronald Rashkow For For Management 4 Advisory Vote on Executive Compensation For For Management 5 2012 Incentive Award Plan For For Management 6 Ratification of Auditor For For Management -------------------------------------------------------------------------------- PANERA BREAD COMPANY Ticker: PNRA Security ID: 69840W108 Meeting Date: MAY 17, 2012 Meeting Type: Annual Record Date: MAR 26, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Domenic Colasacco For For Management 1.2 Elect Thomas Lynch For For Management 2 Advisory Vote on Executive Compensation For For Management 3 Ratification of Auditor For For Management -------------------------------------------------------------------------------- PATTERSON-UTI ENERGY, INC. Ticker: PTEN Security ID: 703481101 Meeting Date: JUN 07, 2012 Meeting Type: Annual Record Date: APR 10, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Mark Siegel For For Management 1.2 Elect Kenneth Berns For For Management 1.3 Elect Charles Buckner For For Management 1.4 Elect Curtis Huff For For Management 1.5 Elect Terry Hunt For For Management 1.6 Elect Kenneth Peak For For Management 1.7 Elect Cloyce Talbott For For Management 2 Advisory Vote on Executive Compensation For For Management 3 Ratification of Auditor For For Management -------------------------------------------------------------------------------- PERRIGO COMPANY Ticker: PRGO Security ID: 714290103 Meeting Date: OCT 26, 2011 Meeting Type: Annual Record Date: SEP 02, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Gary Kunkle, Jr. For For Management 1.2 Elect Herman Morris, Jr. For For Management 1.3 Elect Ben-Zion Zilberfarb For For Management 2 Advisory Vote on Executive Compensation For For Management 3 Frequency of Advisory Vote on 1 Year 2 Years Management Executive Compensation 4 Ratification of Auditor For For Management -------------------------------------------------------------------------------- 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 Mary Baglivo For For Management 2 Elect Emanuel Chirico For For Management 3 Elect Juan Figuereo For For Management 4 Elect Joseph Fuller For For Management 5 Elect Fred Gehring For For Management 6 Elect Margaret Jenkins For For Management 7 Elect David Landau For For Management 8 Elect Bruce Maggin For For Management 9 Elect V. James Marino For For Management 10 Elect Henry Nasella For For Management 11 Elect Rita Rodriguez For For Management 12 Elect Craig Rydin For For Management 13 Amendment to the 2006 Stock Incentive For Against Management Plan 14 Advisory Vote on Executive Compensation For For Management 15 Ratification of Auditor For For Management -------------------------------------------------------------------------------- RACKSPACE HOSTING, INC. Ticker: RAX Security ID: 750086100 Meeting Date: MAY 02, 2012 Meeting Type: Annual Record Date: MAR 09, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect S. James Bishkin For For Management 2 Elect Fred Reichheld For For Management 3 Elect Mark Mellin For For Management 4 Ratification of Auditor For For Management 5 Amendment to the 2007 Long Term For For Management Incentive Plan -------------------------------------------------------------------------------- RED HAT INC Ticker: RHT Security ID: 756577102 Meeting Date: AUG 11, 2011 Meeting Type: Annual Record Date: JUN 15, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Sohaib Abbasi For For Management 2 Elect Narendra Gupta For For Management 3 Elect William Kaiser For For Management 4 Elect James Whitehurst For For Management 5 Ratification of Auditor For For Management 6 Advisory Vote on Executive Compensation For For Management 7 Frequency of Advisory Vote on 1 Year 2 Years Management Executive Compensation 8 2011 Performance Compensation Plan For For Management -------------------------------------------------------------------------------- RELIANCE STEEL & ALUMINUM CO. Ticker: RS Security ID: 759509102 Meeting Date: MAY 16, 2012 Meeting Type: Annual Record Date: MAR 30, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect David Hannah For For Management 1.2 Elect Mark Kaminski For For Management 1.3 Elect Gregg Mollins For For Management 1.4 Elect Andrew Sharkey III For For Management 2 Increase of Authorized Common Stock For For Management 3 Advisory Vote on Executive Compensation For For Management 4 Shareholder Proposal Regarding Against Against Shareholder Independent Board Chairman 5 Ratification of Auditor For For Management -------------------------------------------------------------------------------- RIVERBED TECHNOLOGY, INC. Ticker: RVBD Security ID: 768573107 Meeting Date: MAY 30, 2012 Meeting Type: Annual Record Date: APR 02, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Michael Boustridge For For Management 2 Elect Jerry Kennelly For For Management 3 Ratification of Auditor For For Management 4 Advisory Vote on Executive Compensation For For Management -------------------------------------------------------------------------------- ROBERT HALF INTERNATIONAL INC. Ticker: RHI Security ID: 770323103 Meeting Date: MAY 24, 2012 Meeting Type: Annual Record Date: APR 05, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Andrew Berwick, Jr. For For Management 1.2 Elect Harold Messmer, Jr. For For Management 1.3 Elect Barbara Novogradac For For Management 1.4 Elect Robert Pace For For Management 1.5 Elect Fredrick Richman For For Management 1.6 Elect M. Keith Waddell For For Management 2 Ratification of Auditor For For Management 3 Advisory Vote on Executive Compensation For For Management -------------------------------------------------------------------------------- ROPER INDUSTRIES, INC. Ticker: ROP Security ID: 776696106 Meeting Date: JUN 04, 2012 Meeting Type: Annual Record Date: APR 13, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Robert Johnson For For Management 1.2 Elect Robert Knowling, Jr. For For Management 1.3 Elect Wilbur Prezzano For For Management 2 Advisory Vote on Executive Compensation For For Management 3 Amendment to the 2006 Incentive Plan For For Management 4 Ratification of Auditor For For Management -------------------------------------------------------------------------------- ROSS STORES, INC. Ticker: ROST Security ID: 778296103 Meeting Date: MAY 16, 2012 Meeting Type: Annual Record Date: MAR 20, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Michael Balmuth For For Management 1.2 Elect K. Gunnar Bjorklund For For Management 1.3 Elect Sharon Garrett For For Management 2 Advisory Vote on Executive Compensation For For Management 3 Ratification of Auditor For For Management 4 Shareholder Proposal Regarding Against Against Shareholder Majority Vote for Election of Directors -------------------------------------------------------------------------------- ROWAN COMPANIES, INC. Ticker: RDC Security ID: 779382100 Meeting Date: APR 16, 2012 Meeting Type: Special Record Date: MAR 08, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Reincorporation to the United Kingdom For For Management 2 Amendment to Articles of Association For Against Management Regarding Mandatory Offer Provisions 3 Repeal of Classified Board For For Management 4 Right to Adjourn Meeting For For Management -------------------------------------------------------------------------------- SBA COMMUNICATIONS CORPORATION Ticker: SBAC Security ID: 78388J106 Meeting Date: MAY 17, 2012 Meeting Type: Annual Record Date: MAR 16, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Brian Carr For For Management 2 Elect George Krouse, Jr. For For Management 3 Ratification of Auditor For For Management 4 Advisory Vote on Executive Compensation For For Management -------------------------------------------------------------------------------- SILVER WHEATON CORP. Ticker: SLW Security ID: 828336107 Meeting Date: MAY 23, 2012 Meeting Type: Annual Record Date: MAR 30, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Lawrence Bell For For Management 1.2 Elect George Brack For For Management 1.3 Elect John Brough For For Management 1.4 Elect R. Peter Gillin For For Management 1.5 Elect Douglas Holtby For For Management 1.6 Elect Eduardo Luna For For Management 1.7 Elect Wade Nesmith For For Management 1.8 Elect Randy Smallwood For For Management 2 Appointment of Auditor and Authority For For Management to Set Fees -------------------------------------------------------------------------------- SM ENERGY COMPANY Ticker: SM Security ID: 78454L100 Meeting Date: MAY 23, 2012 Meeting Type: Annual Record Date: MAR 26, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Barbara Baumann For For Management 2 Elect Anthony Best For For Management 3 Elect Larry Bickle For For Management 4 Elect Stephen Brand For For Management 5 Elect William Gardiner For For Management 6 Elect Julio Quintana For For Management 7 Elect John Seidl For For Management 8 Elect William Sullivan For For Management 9 Ratification of Auditor For For Management 10 Advisory Vote on Executive Compensation For For Management -------------------------------------------------------------------------------- SOUTHWESTERN ENERGY COMPANY Ticker: SWN Security ID: 845467109 Meeting Date: MAY 22, 2012 Meeting Type: Annual Record Date: MAR 30, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Lewis Epley, Jr. For For Management 2 Elect Robert Howard For For Management 3 Elect Catherine Kehr For For Management 4 Elect Greg Kerley For For Management 5 Elect Harold Korell For For Management 6 Elect Vello Kuuskraa For For Management 7 Elect Kenneth Mourton For For Management 8 Elect Steven Mueller For For Management 9 Elect Charles Scharlau For For Management 10 Elect Alan Stevens For For Management 11 Ratification of Auditor For For Management 12 Advisory Vote on Executive Compensation For For Management 13 Shareholder Proposal Regarding Against Against Shareholder Retention of Shares After Retirement -------------------------------------------------------------------------------- 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 Frits van Paasschen For For Management 1.2 Elect Bruce Duncan For For Management 1.3 Elect Adam Aron For For Management 1.4 Elect Charlene Barshefsky For For Management 1.5 Elect Thomas Clarke For For Management 1.6 Elect Clayton Daley, Jr. For For Management 1.7 Elect Lizanne Galbreath For For Management 1.8 Elect Eric Hippeau For For Management 1.9 Elect Stephen Quazzo For For Management 1.10 Elect Thomas Ryder For For Management 2 Advisory Vote on Executive Compensation For For Management 3 Ratification of Auditor For For Management -------------------------------------------------------------------------------- TD AMERITRADE HOLDING CORP. Ticker: AMTD Security ID: 87236Y108 Meeting Date: FEB 14, 2012 Meeting Type: Annual Record Date: DEC 19, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect W. Edmund Clark For For Management 1.2 Elect Karen Maidment For For Management 1.3 Elect Mark Mitchell For For Management 1.4 Elect Fredric Tomczyk For For Management 2 Advisory Vote on Executive Compensation For For Management 3 Ratification of Auditor For For Management -------------------------------------------------------------------------------- TERADATA CORPORATION Ticker: TDC Security ID: 88076W103 Meeting Date: APR 20, 2012 Meeting Type: Annual Record Date: FEB 28, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Michael Koehler For For Management 2 Elect James Ringler For For Management 3 Elect John Schwarz For For Management 4 2012 Stock Incentive Plan For Abstain Management 5 Amendment to the Employee Stock For For Management Purchase Plan 6 Advisory Vote on Executive Compensation For For Management 7 Repeal of Classified Board For For Management 8 Ratification of Auditor For For Management -------------------------------------------------------------------------------- THE TJX COMPANIES, INC. Ticker: TJX Security ID: 872540109 Meeting Date: JUN 13, 2012 Meeting Type: Annual Record Date: APR 16, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Zein Abdalla For For Management 2 Elect Jose Alvarez For For Management 3 Elect Alan Bennett For For Management 4 Elect Bernard Cammarata For For Management 5 Elect David Ching For For Management 6 Elect Michael Hines For For Management 7 Elect Amy Lane For For Management 8 Elect Carol Meyrowitz For For Management 9 Elect John O'Brien For For Management 10 Elect Willow Shire For For Management 11 Ratification of Auditor For For Management 12 Approval of Material Terms of For For Management Executive Officer Performance Goals Under Cash Incentive Plans 13 Advisory Vote on Executive Compensation For For Management -------------------------------------------------------------------------------- TIM HORTONS INC. Ticker: THI Security ID: 88706M103 Meeting Date: MAY 10, 2012 Meeting Type: Special Record Date: MAR 13, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect M. Shan Atkins For For Management 1.2 Elect Michael Endres For For Management 1.3 Elect Moya Greene For For Management 1.4 Elect Paul House For For Management 1.5 Elect Frank Iacobucci For For Management 1.6 Elect John Lederer For For Management 1.7 Elect David Lees For For Management 1.8 Elect Ronald Osborne For For Management 1.9 Elect Wayne Sales For For Management 2 Appointment of Auditor For For Management 3 Renewal of Shareholder Rights Plan For For Management 4 2012 Stock Incentive Plan For For Management 5 Shareholder Proposal Regarding Against Against Management Cage-Free Eggs and Gestation Crates -------------------------------------------------------------------------------- UNIVERSAL HEALTH SERVICES, INC. Ticker: UHS Security ID: 913903100 Meeting Date: MAY 16, 2012 Meeting Type: Annual Record Date: MAR 21, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Transaction of Other Business For Against Management -------------------------------------------------------------------------------- URBAN OUTFITTERS, INC. Ticker: URBN Security ID: 917047102 Meeting Date: MAY 22, 2012 Meeting Type: Annual Record Date: MAR 19, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Richard Hayne For For Management 1.2 Elect Harry Cherken, Jr. For For Management 2 Ratification of Auditor For For Management 3 Shareholder Proposal Regarding Board Against Against Shareholder Diversity 4 Shareholder Proposal Regarding Against For Shareholder Majority Vote for Election of Directors 5 Shareholder Proposal Regarding Against For Shareholder Declassification of the Board -------------------------------------------------------------------------------- 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 Ronald Farmer For For Management 1.2 Elect Robert Ingram For For Management 1.3 Elect Theo Melas-Kyriazi For For Management 1.4 Elect G. Mason Morfit For For Management 1.5 Elect Laurence Paul For For Management 1.6 Elect J. Michael Pearson For For Management 1.7 Elect Robert Power For For Management 1.8 Elect Norma Provencio For For Management 1.9 Elect Lloyd Segal For For Management 1.10 Elect Katharine Stevenson For For Management 2 Advisory Vote on Executive Compensation For For Management 3 Appointment of Auditor For For Management -------------------------------------------------------------------------------- VERISIGN, INC. Ticker: VRSN Security ID: 92343E102 Meeting Date: MAY 24, 2012 Meeting Type: Annual Record Date: MAR 30, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect D. James Bidzos For For Management 2 Elect William Chenevich For For Management 3 Elect Kathleen Cote For For Management 4 Elect Roger Moore For For Management 5 Elect John Roach For For Management 6 Elect Louis Simpson For For Management 7 Elect Timothy Tomlinson For For Management 8 Advisory Vote on Executive Compensation For For Management 9 Ratification of Auditor For For Management -------------------------------------------------------------------------------- VERTEX PHARMACEUTICALS INCORPORATED Ticker: VRTX Security ID: 92532F100 Meeting Date: MAY 16, 2012 Meeting Type: Annual Record Date: MAR 19, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Jeffrey Leiden For For Management 1.2 Elect Bruce Sachs For For Management 2 Amendment to the 2006 Stock and Option For For Management Plan 3 Amendment to the Employee Stock For For Management Purchase Plan 4 Ratification of Auditor For For Management 5 Advisory Vote on Executive Compensation For For Management -------------------------------------------------------------------------------- W.R. BERKLEY CORPORATION Ticker: WRB Security ID: 084423102 Meeting Date: MAY 22, 2012 Meeting Type: Annual Record Date: MAR 27, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect William Berkley For For Management 2 Elect Christopher Augostini For For Management 3 Elect George Daly For For Management 4 2012 Stock Incentive Plan For For Management 5 Advisory Vote on Executive Compensation For For Management 6 Ratification of Auditor For For Management -------------------------------------------------------------------------------- WATERS CORPORATION Ticker: WAT Security ID: 941848103 Meeting Date: MAY 09, 2012 Meeting Type: Annual Record Date: MAR 15, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Joshua Bekenstein For For Management 1.2 Elect Michael Berendt For For Management 1.3 Elect Douglas Berthiaume For For Management 1.4 Elect Edward Conard For For Management 1.5 Elect Laurie Glimcher For For Management 1.6 Elect Christopher Kuebler For For Management 1.7 Elect William Miller For For Management 1.8 Elect JoAnn Reed For For Management 1.9 Elect Thomas Salice For For Management 2 Ratification of Auditor For For Management 3 Advisory Vote on Executive Compensation For For Management 4 2012 Equity Incentive Plan For For Management -------------------------------------------------------------------------------- WHOLE FOODS MARKET, INC. Ticker: WFM Security ID: 966837106 Meeting Date: MAR 09, 2012 Meeting Type: Annual Record Date: JAN 10, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect John Elstrott For For Management 1.2 Elect Gabrielle Greene For For Management 1.3 Elect Hass Hassan For For Management 1.4 Elect Stephanie Kugelman For For Management 1.5 Elect John Mackey For Withhold Management 1.6 Elect Walter Robb For Withhold Management 1.7 Elect Jonathan Seiffer For Withhold Management 1.8 Elect Morris Siegel For For Management 1.9 Elect Jonathan Sokoloff For Withhold Management 1.10 Elect Ralph Sorenson For For Management 1.11 Elect William Tindell For For Management 2 Ratification of Auditor For For Management 3 Advisory Vote on Executive Compensation For Against Management 4 Increase of Authorized Common Stock For Against Management 5 Shareholder Proposal Regarding Removal Against For Shareholder of Directors 6 Shareholder Proposal Regarding Against For Shareholder Independent Board Chairman -------------------------------------------------------------------------------- XILINX, INC. Ticker: XLNX Security ID: 983919101 Meeting Date: AUG 10, 2011 Meeting Type: Annual Record Date: JUN 13, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Philip Gianos For For Management 2 Elect Moshe Gavrielov For For Management 3 Elect John Doyle For For Management 4 Elect Jerald Fishman For For Management 5 Elect William Howard, Jr. For For Management 6 Elect J. Michael Patterson For For Management 7 Elect Albert Pimentel For For Management 8 Elect Marshall Turner, Jr. For For Management 9 Elect Elizabeth Vanderslice For For Management 10 Amendment to the 1990 Employee For For Management Qualified Stock Purchase Plan 11 Amendment to the 2007 Equity Incentive For Against Management Plan 12 Amendment to the 2007 Equity Incentive For Against Management Plan 13 Advisory Vote on Executive Compensation For For Management 14 Frequency of Advisory Vote on 1 Year 2 Years Management Executive Compensation 15 Ratification of Auditor For For Management -------------------------------------------------------------------------------- XYLEM INC. Ticker: XYL Security ID: 98419M100 Meeting Date: MAY 10, 2012 Meeting Type: Annual Record Date: MAR 16, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Victoria Harker For For Management 2 Elect Gretchen McClain For For Management 3 Elect Markos Tambakeras For For Management 4 Ratification of Auditor For For Management 5 Advisory Vote on Executive Compensation For For Management 6 Frequency of Advisory Vote on 1 Year 2 Years Management Executive Compensation -------------------------------------------------------------------------------- YUM BRANDS, INC. Ticker: YUM Security ID: 988498101 Meeting Date: MAY 17, 2012 Meeting Type: Annual Record Date: MAR 19, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect David Dorman For For Management 2 Elect Massimo Ferragamo For For Management 3 Elect Mirian Graddick-Weir For For Management 4 Elect J. David Grissom For For Management 5 Elect Bonnie Hill For For Management 6 Elect Jonathan Linen For For Management 7 Elect Thomas Nelson For For Management 8 Elect David Novak For For Management 9 Elect Thomas Ryan For For Management 10 Elect Jing-Shyh Su For For Management 11 Elect Robert Walter For For Management 12 Ratification of Auditor For For Management 13 Advisory Vote on Executive Compensation For For Management 14 Shareholder Proposal Regarding Against Against Shareholder Independent Board Chairman 15 Shareholder Proposal Regarding Against Against Shareholder Adopting Sustainable Palm Oil Policy ========== 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. Prudential Jennison Mid-Cap Growth Fund, Inc. By /s/ Stuart S. Parker (Jonathan D. Shain) ---------------------------------------- Stuart S. Parker, President Date: August 27, 2012 POWER OF ATTORNEY The undersigned Directors, Trustees and Officers of the Prudential Investments Mutual Funds, the Target Funds and The Prudential Variable Contract Accounts 2, 10 and 11 (collectively, the "Funds"), hereby constitute, appoint and authorize each of, Andrew French, Claudia DiGiacomo, Deborah A. Docs, Katherine P. Feld, Raymond O'Hara, Amanda Ryan and Jonathan D. Shain, as true and lawful agents and attorneys-in-fact, to sign, execute and deliver on his or her behalf in the appropriate capacities indicated, any Registration Statements of the Funds on the appropriate forms, any and all amendments thereto (including pre- and post-effective amendments), and any and all supplements or other instruments in connection therewith, including Form N-PX, Forms 3, 4 and 5, as appropriate, to file the same, with all exhibits thereto, with the Securities and Exchange Commission (the "SEC") and the securities regulators of appropriate states and territories, and generally to do all such things in his or her name and behalf in connection therewith as said attorney-in-fact deems necessary or appropriate to comply with the provisions of the Securities Act of 1933, section 16(a) of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, all related requirements of the SEC and all requirements of appropriate states and territories. The undersigned do hereby give to said agents and attorneys-in-fact full power and authority to act in these premises, including, but not limited to, the power to appoint a substitute or substitutes to act hereunder with the same power and authority as said agents and attorneys-in-fact would have if personally acting. The undersigned do hereby approve, ratify and confirm all that said agents and attorneys-in-fact, or any substitute or substitutes, may do by virtue hereof. /s/ Kevin J. Bannon ------------------- Kevin J. Bannon /s/ Stuart S. Parker -------------------- Stuart S. Parker /s/ Scott E. Benjamin --------------------- Scott E. Benjamin /s/ Richard A. Redeker ---------------------- Richard A. Redeker /s/ Linda W. Bynoe ------------------ Linda W. Bynoe /s/Robin B. Smith ----------------- Robin B. Smith /s/ Michael S. Hyland --------------------- Michael S. Hyland /s/ Stephen Stoneburn --------------------- Stephen Stoneburn /s/ Douglas H. McCorkindale --------------------------- Douglas H. McCorkindale /s/ Grace C. Torres ------------------- Grace C. Torres /s/ Stephen P. Munn ------------------- Stephen P. Munn Dated: June 6, 2012