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


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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


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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


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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


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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


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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


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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


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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


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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


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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


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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


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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


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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


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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


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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


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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


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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


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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


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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


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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


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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


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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


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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


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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


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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


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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


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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


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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


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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


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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


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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


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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


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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


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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


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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


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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