UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT
INVESTMENT COMPANY
Investment Company Act file number: 811-3074
Northeast Investors Growth Fund
(exact name of registrant as specified in charter)
100 High Street, Room 1000
Boston, MA 02110
David Randall
100 High St, Room 1000
Boston, MA 02110
(name and address of agent for service)
Registrant's telephone number, including area code: 617-523-3588
Date of fiscal year end: December 31
Date of reporting period ending: June 30, 2011
Form N-PX is to be used by a registered management investment company, other
than a small business investment company registered on Form N-5 (239.24 and
274.5 of this chapter), to file reports with the Commission, not later than
August 31 of each year, containing the registrant's proxy voting records for
the most recent twelve-month period June 30, pursuant to section 30 of the
Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4).
The Commission may use the information provided on Form N-PX in its
regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-PX,
and the Commission will make this information public. A registrant is not
required to respond to the collection of information contained in Form N-PX
unless the Form displays a currently valid Office of Management and Budget
("OMB") control number. Please direct comments concerning the accuracy of the
information collection burden estimate and any suggestions for reducing the
burden to the Secretary, Securities and Exchange Commission, 450 Fifth Street,
NW, Washington, DC 20549-0609. The OMB has reviewed this collection of
information under the clearance requirements of 44 U.S.C. 3507.
Investment Company Report
NIKE, INC.
Security 654106103 Meeting Type Annual
Ticker Symbol NKE Meeting Date 20-Sep-2010
ISIN US6541061031 Agenda 933315548 - Management
For/Against
Item Proposal Type Vote Management
---- -------------------------------------------------------------------------- ---------- -------- -----------
01 DIRECTOR Management
1 JILL K. CONWAY For For
2 ALAN B. GRAF, JR. For For
3 JOHN C. LECHLEITER For For
4 PHYLLIS M. WISE For For
02 TO RE-APPROVE AND AMEND THE NIKE, INC. EXECUTIVE PERFORMANCE SHARING Management Against Against
PLAN.
03 TO RE-APPROVE AND AMEND THE NIKE, INC. 1990 STOCK INCENTIVE PLAN. Management Against Against
04 TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM.
Page 1 of 48 06-Jul-2011
Investment Company Report
ORACLE CORPORATION
Security 68389X105 Meeting Type Annual
Ticker Symbol ORCL Meeting Date 06-Oct-2010
ISIN US68389X1054 Agenda 933328189 - Management
For/Against
Item Proposal Type Vote Management
---- -------------------------------------------------------------------------- ---------- -------- -----------
01 DIRECTOR Management
1 JEFFREY S. BERG For For
2 H. RAYMOND BINGHAM For For
3 MICHAEL J. BOSKIN For For
4 SAFRA A. CATZ For For
5 BRUCE R. CHIZEN For For
6 GEORGE H. CONRADES For For
7 LAWRENCE J. ELLISON For For
8 HECTOR GARCIA-MOLINA For For
9 JEFFREY O. HENLEY For For
10 MARK V. HURD For For
11 DONALD L. LUCAS For For
12 NAOMI O. SELIGMAN For For
02 APPROVE THE ORACLE CORPORATION EXECUTIVE BONUS PLAN. Management Against Against
03 APPROVE THE ORACLE CORPORATION AMENDED AND RESTATED 2000 LONG-TERM Management Against Against
EQUITY INCENTIVE PLAN, INCLUDING AN AMENDMENT TO INCREASE THE AGGREGATE
NUMBER OF SHARES AUTHORIZED FOR ISSUANCE UNDER THE PLAN BY 419,020,418
SHARES.
04 RATIFY THE SELECTION OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED Management For For
PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING MAY 31, 2011.
05 ACT ON A STOCKHOLDER PROPOSAL TO AMEND THE CORPORATE BYLAWS TO ESTABLISH Shareholder Against For
A BOARD COMMITTEE ON SUSTAINABILITY.
06 ACT ON A STOCKHOLDER PROPOSAL REGARDING MAJORITY VOTING IN DIRECTOR Shareholder For Against
ELECTIONS.
07 ACT ON A STOCKHOLDER PROPOSAL REGARDING EQUITY RETENTION. Shareholder For Against
Page 2 of 48 06-Jul-2011
Investment Company Report
THE PROCTER & GAMBLE COMPANY
Security 742718109 Meeting Type Annual
Ticker Symbol PG Meeting Date 12-Oct-2010
ISIN US7427181091 Agenda 933321375 - Management
For/Against
Item Proposal Type Vote Management
---- -------------------------------------------------------------------------- ---------- -------- -----------
1A ELECTION OF DIRECTOR: ANGELA F. BRALY Management For For
1B ELECTION OF DIRECTOR: KENNETH I. CHENAULT Management For For
1C ELECTION OF DIRECTOR: SCOTT D. COOK Management For For
1D ELECTION OF DIRECTOR: RAJAT K. GUPTA Management For For
1E ELECTION OF DIRECTOR: ROBERT A. MCDONALD Management For For
1F ELECTION OF DIRECTOR: W. JAMES MCNERNEY, JR. Management For For
1G ELECTION OF DIRECTOR: JOHNATHAN A. RODGERS Management For For
1H ELECTION OF DIRECTOR: MARY A. WILDEROTTER Management For For
1I ELECTION OF DIRECTOR: PATRICIA A. WOERTZ Management For For
1J ELECTION OF DIRECTOR: ERNESTO ZEDILLO Management For For
02 RATIFY APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Management For For
03 SHAREHOLDER PROPOSAL - CUMULATIVE VOTING Shareholder Against For
Page 3 of 48 06-Jul-2011
Investment Company Report
CISCO SYSTEMS, INC.
Security 17275R102 Meeting Type Annual
Ticker Symbol CSCO Meeting Date 18-Nov-2010
ISIN US17275R1023 Agenda 933332265 - Management
For/Against
Item Proposal Type Vote Management
---- -------------------------------------------------------------------------- ---------- -------- -----------
1A ELECTION OF DIRECTOR: CAROL A. BARTZ Management For For
1B ELECTION OF DIRECTOR: M. MICHELE BURNS Management For For
1C ELECTION OF DIRECTOR: MICHAEL D. CAPELLAS Management For For
1D ELECTION OF DIRECTOR: LARRY R. CARTER Management For For
1E ELECTION OF DIRECTOR: JOHN T. CHAMBERS Management Against Against
1F ELECTION OF DIRECTOR: BRIAN L. HALLA Management For For
1G ELECTION OF DIRECTOR: DR. JOHN L. HENNESSY Management For For
1H ELECTION OF DIRECTOR: RICHARD M. KOVACEVICH Management For For
1I ELECTION OF DIRECTOR: RODERICK C. MCGEARY Management For For
1J ELECTION OF DIRECTOR: MICHAEL K. POWELL Management For For
1K ELECTION OF DIRECTOR: ARUN SARIN Management For For
1L ELECTION OF DIRECTOR: STEVEN M. WEST Management For For
1M ELECTION OF DIRECTOR: JERRY YANG Management For For
02 TO APPROVE A NON-BINDING ADVISORY RESOLUTION REGARDING EXECUTIVE Management For For
COMPENSATION.
03 TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS CISCO'S Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
JULY 30, 2011.
04 PROPOSAL SUBMITTED BY A SHAREHOLDER TO AMEND CISCO'S BYLAWS TO ESTABLISH Shareholder Against For
A BOARD COMMITTEE ON ENVIRONMENTAL SUSTAINABILITY.
05 PROPOSAL SUBMITTED BY SHAREHOLDERS REQUESTING THE BOARD TO PUBLISH A Shareholder Against For
REPORT TO SHAREHOLDERS, WITHIN SIX MONTHS, PROVIDING A SUMMARIZED LISTING
AND ASSESSMENT OF CONCRETE STEPS CISCO COULD REASONABLY TAKE TO REDUCE
THE LIKELIHOOD THAT ITS BUSINESS PRACTICES MIGHT ENABLE OR ENCOURAGE THE
VIOLATION OF HUMAN RIGHTS, AS SET FORTH IN THE ACCOMPANYING PROXY
STATEMENT.
06 PROPOSAL SUBMITTED BY A SHAREHOLDER REQUESTING THAT CISCO ADOPT AND Shareholder Against For
IMPLEMENT A POLICY RESTRICTING CERTAIN SALES IN CHINA, ADOPT A RELATED
OVERSIGHT AND COMPLIANCE SYSTEM WITH RESPECT TO HUMAN RIGHTS IMPACTS AND
PROVIDE PUBLIC DISCLOSURE OF CISCO'S SALES TO CHINA AND CERTAIN OTHER
GOVERNMENTS, AS SET FORTH IN THE ACCOMPANYING PROXY STATEMENT.
Page 4 of 48 06-Jul-2011
Investment Company Report
EMERSON ELECTRIC CO.
Security 291011104 Meeting Type Annual
Ticker Symbol EMR Meeting Date 01-Feb-2011
ISIN US2910111044 Agenda 933358435 - Management
For/Against
Item Proposal Type Vote Management
---- -------------------------------------------------------------------------- ---------- -------- -----------
01 DIRECTOR Management
1 D.N. FARR* For For
2 H. GREEN* For For
3 C.A. PETERS* For For
4 J.W. PRUEHER* For For
5 R.L. RIDGWAY** For For
02 RE-APPROVAL OF THE PERFORMANCE MEASURES UNDER THE EMERSON ELECTRIC CO. Management Against Against
2006 INCENTIVE SHARES PLAN.
03 APPROVAL OF THE EMERSON ELECTRIC CO. 2011 STOCK OPTION PLAN. Management Against Against
04 RATIFICATION OF KPMG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING Management For For
FIRM.
05 APPROVAL, BY NON-BINDING ADVISORY VOTE, OF EMERSON ELECTRIC CO. Management Against Against
EXECUTIVE COMPENSATION.
06 ADVISORY VOTE ON THE FREQUENCY OF EXECUTIVE COMPENSATION ADVISORY VOTES. Management 3 Years For
07 APPROVAL OF THE STOCKHOLDER PROPOSAL REQUESTING THE ISSUANCE OF A
SUSTAINABILITY REPORT AS DESCRIBED IN THE PROXY STATEMENT. Shareholder Against For
Page 5 of 48 06-Jul-2011
Investment Company Report
NOVARTIS AG
Security 66987V109 Meeting Type Annual
Ticker Symbol NVS Meeting Date 22-Feb-2011
ISIN US66987V1098 Agenda 933370784 - Management
For/Against
Item Proposal Type Vote Management
---- -------------------------------------------------------------------------- ---------- -------- -----------
01 APPROVAL OF THE ANNUAL REPORT, THE FINANCIAL STATEMENTS OF NOVARTIS AG Management For For
AND THE GROUP CONSOLIDATED FINANCIAL STATEMENTS FOR THE BUSINESS YEAR
2010
02 DISCHARGE FROM LIABILITY OF THE MEMBERS OF THE BOARD OF DIRECTORS AND Management For For
THE EXECUTIVE COMMITTEE
03 APPROPRIATION OF AVAILABLE EARNINGS OF NOVARTIS AG AS PER BALANCE SHEET Management For For
AND DECLARATION OF DIVIDEND
04 CONSULTATIVE VOTE ON THE COMPENSATION SYSTEM Management Against Against
5B1 RE-ELECTION OF ANN FUDGE FOR A THREE-YEAR TERM TO THE BOARD OF DIRECTORS Management For For
5B2 RE-ELECTION OF PIERRE LANDOLT FOR A THREE-YEAR TERM TO THE BOARD OF Management For For
DIRECTORS
5B3 RE-ELECTION OF ULRICH LEHNER, PH.D. FOR A THREE-YEAR TERM TO THE BOARD Management For For
OF DIRECTORS
5C ELECTION OF NEW MEMBER THE BOARD OF DIRECTORS PROPOSES TO VOTE FOR THE Management For For
ELECTION OF ENRICO VANNI, PH.D.,FOR A THREE YEAR TERM
06 APPOINTMENT OF THE AUDITOR Management For For
07 ADDITIONAL AND/OR COUNTER-PROPOSALS PRESENTED AT THE MEETING Management Against Against
Page 6 of 48 06-Jul-2011
Investment Company Report
APPLE INC.
Security 037833100 Meeting Type Annual
Ticker Symbol AAPL Meeting Date 23-Feb-2011
ISIN US0378331005 Agenda 933364755 - Management
For/Against
Item Proposal Type Vote Management
---- -------------------------------------------------------------------------- ---------- -------- -----------
01 DIRECTOR Management
1 WILLIAM V. CAMPBELL For For
2 MILLARD S. DREXLER For For
3 ALBERT A. GORE, JR. For For
4 STEVEN P. JOBS For For
5 ANDREA JUNG For For
6 ARTHUR D. LEVINSON For For
7 RONALD D. SUGAR For For
02 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2011.
03 ADVISORY VOTE ON EXECUTIVE COMPENSATION. Management Against Against
04 ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY VOTE ON EXECUTIVE Management 3 Years Against
COMPENSATION.
05 SHAREHOLDER PROPOSAL REGARDING SUCCESSION PLANNING, IF PROPERLY Shareholder Against For
PRESENTED AT THE MEETING.
06 SHAREHOLDER PROPOSAL REGARDING MAJORITY VOTING, IF PROPERLY PRESENTED AT Shareholder Against For
THE MEETING.
Page 7 of 48 06-Jul-2011
Investment Company Report
DEERE & COMPANY
Security 244199105 Meeting Type Annual
Ticker Symbol DE Meeting Date 23-Feb-2011
ISIN US2441991054 Agenda 933366343 - Management
For/Against
Item Proposal Type Vote Management
---- -------------------------------------------------------------------------- ---------- -------- -----------
1A ELECTION OF DIRECTOR: CHARLES O. HOLLIDAY, JR. Management For For
1B ELECTION OF DIRECTOR: DIPAK C. JAIN Management For For
1C ELECTION OF DIRECTOR: JOACHIM MILBERG Management For For
1D ELECTION OF DIRECTOR: RICHARD B. MYERS Management For For
02 NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION ("SAY-ON-PAY") Management Against Against
03 NON-BINDING ADVISORY VOTE ON THE FREQUENCY OF SAY-ON-PAY VOTES Management 3 Years Against
04 RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2011
Page 8 of 48 06-Jul-2011
Investment Company Report
QUALCOMM, INCORPORATED
Security 747525103 Meeting Type Annual
Ticker Symbol QCOM Meeting Date 08-Mar-2011
ISIN US7475251036 Agenda 933365947 - Management
For/Against
Item Proposal Type Vote Management
---- -------------------------------------------------------------------------- ---------- -------- -----------
01 DIRECTOR Management
1 BARBARA T. ALEXANDER For For
2 STEPHEN M. BENNETT For For
3 DONALD G. CRUICKSHANK For For
4 RAYMOND V. DITTAMORE For For
5 THOMAS W. HORTON For For
6 IRWIN MARK JACOBS For For
7 PAUL E. JACOBS For For
8 ROBERT E. KAHN For For
9 SHERRY LANSING For For
10 DUANE A. NELLES For For
11 FRANCISCO ROS For For
12 BRENT SCOWCROFT For For
13 MARC I. STERN For For
02 TO APPROVE THE 2006 LONG-TERM INCENTIVE PLAN, AS AMENDED, WHICH INCLUDES Management Against Against
AN INCREASE IN THE SHARE RESERVE BY 65,000,000 SHARES.
03 TO APPROVE AN AMENDMENT TO THE 2001 EMPLOYEE STOCK PURCHASE PLAN TO Management Against Against
INCREASE THE SHARE RESERVE BY 22,000,000 SHARES.
04 TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT Management For For
PUBLIC ACCOUNTANTS FOR OUR FISCAL YEAR ENDING SEPTEMBER 25, 2011.
05 TO HOLD AN ADVISORY VOTE ON EXECUTIVE COMPENSATION. Management Against Against
06 TO HOLD AN ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON Management 3 Years For
EXECUTIVE COMPENSATION.
07 TO ACT ON A STOCKHOLDER PROPOSAL, IF PROPERLY PRESENTED AT THE ANNUAL Shareholder For Against
MEETING.
Page 9 of 48 06-Jul-2011
Investment Company Report
THE WALT DISNEY COMPANY
Security 254687106 Meeting Type Annual
Ticker Symbol DIS Meeting Date 23-Mar-2011
ISIN US2546871060 Agenda 933369440 - Management
For/Against
Item Proposal Type Vote Management
---- -------------------------------------------------------------------------- ---------- -------- -----------
1A ELECTION OF DIRECTOR: SUSAN E. ARNOLD Management For For
1B ELECTION OF DIRECTOR: JOHN E. BRYSON Management Against Against
1C ELECTION OF DIRECTOR: JOHN S. CHEN Management For For
1D ELECTION OF DIRECTOR: JUDITH L. ESTRIN Management For For
1E ELECTION OF DIRECTOR: ROBERT A. IGER Management For For
1F ELECTION OF DIRECTOR: STEVEN P. JOBS Management For For
1G ELECTION OF DIRECTOR: FRED H. LANGHAMMER Management For For
1H ELECTION OF DIRECTOR: AYLWIN B. LEWIS Management For For
1I ELECTION OF DIRECTOR: MONICA C. LOZANO Management For For
1J ELECTION OF DIRECTOR: ROBERT W. MATSCHULLAT Management For For
1K ELECTION OF DIRECTOR: JOHN E. PEPPER, JR. Management For For
1L ELECTION OF DIRECTOR: SHERYL K. SANDBERG Management For For
1M ELECTION OF DIRECTOR: ORIN C. SMITH Management For For
02 TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S Management For For
REGISTERED PUBLIC ACCOUNTANTS FOR 2011.
03 TO APPROVE THE 2011 STOCK INCENTIVE PLAN. Management Against Against
04 TO APPROVE THE ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION. Management Against Against
05 TO APPROVE HOLDING AN ADVISORY VOTE ON EXECUTIVE COMPENSATION EVERY ONE, Management Abstain Against
TWO OR THREE YEARS, AS INDICATED.
06 TO APPROVE THE SHAREHOLDER PROPOSAL RELATING TO PERFORMANCE TESTS FOR Shareholder For Against
RESTRICTED STOCK UNITS.
Page 10 of 48 06-Jul-2011
Investment Company Report
SCHLUMBERGER LIMITED (SCHLUMBERGER N.V.)
Security 806857108 Meeting Type Annual
Ticker Symbol SLB Meeting Date 06-Apr-2011
ISIN AN8068571086 Agenda 933377106 - Management
For/Against
Item Proposal Type Vote Management
---- -------------------------------------------------------------------------- ---------- -------- -----------
1A ELECTION OF DIRECTOR: P. CAMUS Management For For
1B ELECTION OF DIRECTOR: P. CURRIE Management For For
1C ELECTION OF DIRECTOR: A. GOULD Management For For
1D ELECTION OF DIRECTOR: T. ISAAC Management For For
1E ELECTION OF DIRECTOR: K.V. KAMATH Management For For
1F ELECTION OF DIRECTOR: N. KUDRYAVTSEV Management For For
1G ELECTION OF DIRECTOR: A. LAJOUS Management For For
1H ELECTION OF DIRECTOR: M.E. MARKS Management For For
1I ELECTION OF DIRECTOR: E. MOLER Management For For
1J ELECTION OF DIRECTOR: L.R. REIF Management For For
1K ELECTION OF DIRECTOR: T.I. SANDVOLD Management For For
1L ELECTION OF DIRECTOR: H. SEYDOUX Management For For
1M ELECTION OF DIRECTOR: P. KIBSGAARD Management For For
1N ELECTION OF DIRECTOR: L.S. OLAYAN Management For For
02 TO APPROVE THE ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION. Management Abstain Against
03 ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE Management Abstain Against
COMPENSATION.
04 TO APPROVE THE AMENDMENT TO THE COMPANY'S ARTICLES OF INCORPORATION TO Management For For
INCREASE THE AUTHORIZED COMMON SHARE CAPITAL.
05 TO APPROVE THE AMENDMENTS TO THE COMPANY'S ARTICLES OF INCORPORATION TO Management For For
CLARIFY THE VOTING STANDARD IN CONTESTED DIRECTOR ELECTIONS AND TO MAKE
CERTAIN OTHER CHANGES.
06 TO APPROVE THE COMPANY'S FINANCIAL STATEMENTS AND DECLARATION OF Management For For
DIVIDENDS.
07 TO APPROVE THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC Management For For
ACCOUNTING FIRM.
Page 11 of 48 06-Jul-2011
Investment Company Report
NOVARTIS AG
Security 66987V109 Meeting Type Special
Ticker Symbol NVS Meeting Date 08-Apr-2011
ISIN US66987V1098 Agenda 933380898 - Management
For/Against
Item Proposal Type Vote Management
---- -------------------------------------------------------------------------- ---------- -------- -----------
1A THE BOARD OF DIRECTORS PROPOSES THE APPROVAL OF THE MERGER AGREEMENT Management For For
BETWEEN ALCON, INC. ("ALCON") AND NOVARTIS AG ("NOVARTIS") DATED DECEMBER
14, 2010.
1B THE BOARD OF DIRECTORS PROPOSES THE CREATION OF AUTHORISED CAPITAL Management For For
THROUGH THE ISSUANCE OF UP TO 108 MILLION NEW SHARES FOR THE PURPOSE OF
COMPLETING THE MERGER OF ALCON INTO NOVARTIS BY MEANS OF INTRODUCING A
NEW ARTICLE 4A OF THE ARTICLES OF INCORPORATION.
02 FOR ADDITIONAL AND/OR COUNTER-PROPOSALS PRESENTED AT THE MEETING, I/WE Management For For
INSTRUCT TO VOTE ACCORDING TO THE PROPOSAL OF THE BOARD OF DIRECTORS.
Page 12 of 48 06-Jul-2011
Investment Company Report
UNITED TECHNOLOGIES CORPORATION
Security 913017109 Meeting Type Annual
Ticker Symbol UTX Meeting Date 13-Apr-2011
ISIN US9130171096 Agenda 933375722 - Management
For/Against
Item Proposal Type Vote Management
---- -------------------------------------------------------------------------- ---------- -------- -----------
1A ELECTION OF DIRECTOR: LOUIS R. CHENEVERT Management For For
1B ELECTION OF DIRECTOR: JOHN V. FARACI Management For For
1C ELECTION OF DIRECTOR: JEAN-PIERRE GARNIER Management For For
1D ELECTION OF DIRECTOR: JAMIE S. GORELICK Management For For
1E ELECTION OF DIRECTOR: EDWARD A. KANGAS Management For For
1F ELECTION OF DIRECTOR: ELLEN J. KULLMAN Management For For
1G ELECTION OF DIRECTOR: CHARLES R. LEE Management For For
1H ELECTION OF DIRECTOR: RICHARD D. MCCORMICK Management For For
1I ELECTION OF DIRECTOR: HAROLD MCGRAW III Management Against Against
1J ELECTION OF DIRECTOR: RICHARD B. MYERS Management For For
1K ELECTION OF DIRECTOR: H. PATRICK SWYGERT Management For For
1L ELECTION OF DIRECTOR: ANDRE VILLENEUVE Management For For
1M ELECTION OF DIRECTOR: CHRISTINE TODD WHITMAN Management For For
02 APPOINTMENT OF THE FIRM OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT Management For For
AUDITOR
03 APPROVAL OF AMENDMENT TO 2005 LONG-TERM INCENTIVE PLAN Management Against Against
04 ADVISORY VOTE ON COMPENSATION OF NAMED EXECUTIVE OFFICERS Management Against Against
05 ADVISORY VOTE ON FREQUENCY OF ADVISORY VOTE ON COMPENSATION OF NAMED Management Abstain
EXECUTIVE OFFICERS
06 SHAREOWNER PROPOSAL CONCERNING ADDITIONAL SHARE RETENTION REQUIREMENT Shareholder For Against
FOR SENIOR EXECUTIVES
Page 13 of 48 06-Jul-2011
Investment Company Report
T. ROWE PRICE GROUP, INC.
Security 74144T108 Meeting Type Annual
Ticker Symbol TROW Meeting Date 14-Apr-2011
ISIN US74144T1088 Agenda 933376609 - Management
For/Against
Item Proposal Type Vote Management
---- -------------------------------------------------------------------------- ---------- -------- -----------
1A ELECTION OF DIRECTOR: EDWARD C. BERNARD Management For For
1B ELECTION OF DIRECTOR: JAMES T. BRADY Management For For
1C ELECTION OF DIRECTOR: J. ALFRED BROADDUS, JR. Management For For
1D ELECTION OF DIRECTOR: DONALD B. HEBB, JR. Management For For
1E ELECTION OF DIRECTOR: JAMES A.C. KENNEDY Management For For
1F ELECTION OF DIRECTOR: ROBERT F. MACLELLAN Management For For
1G ELECTION OF DIRECTOR: BRIAN C. ROGERS Management For For
1H ELECTION OF DIRECTOR: DR. ALFRED SOMMER Management For For
1I ELECTION OF DIRECTOR: DWIGHT S. TAYLOR Management For For
1J ELECTION OF DIRECTOR: ANNE MARIE WHITTEMORE Management For For
02 TO APPROVE, BY A NON-BINDING ADVISORY VOTE, THE COMPENSATION PAID BY THE Management Abstain Against
COMPANY TO ITS NAMED EXECUTIVE OFFICERS.
03 RECOMMEND, BY NON-BINDING ADVISORY VOTE, FREQUENCY OF VOTING BY HOLDERS Management Abstain Against
ON COMPENSATION PAID BY COMPANY TO EXECUTIVE OFFICERS.
04 RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2011.
Page 14 of 48 06-Jul-2011
Investment Company Report
NESTLE S.A.
Security 641069406 Meeting Type Annual
Ticker Symbol NSRGY Meeting Date 14-Apr-2011
ISIN US6410694060 Agenda 933391586 - Management
For/Against
Item Proposal Type Vote Management
---- -------------------------------------------------------------------------- ---------- -------- -----------
1A APPROVAL OF THE ANNUAL REPORT, THE FINANCIAL STATEMENTS OF NESTLE S.A. Management For For
AND THE CONSOLIDATED FINANCIAL STATEMENTS OF THE NESTLE GROUP FOR 2010
1B ACCEPTANCE OF THE COMPENSATION REPORT 2010 (ADVISORY VOTE) Management For For
02 RELEASE OF THE MEMBERS OF THE BOARD OF DIRECTORS AND OF THE MANAGEMENT Management For For
03 APPROPRIATION OF PROFITS RESULTING FROM THE BALANCE SHEET OF NESTLE S.A. Management For For
(PROPOSED DIVIDEND) FOR THE FINANCIAL YEAR 2010
4A1 RE-ELECTION TO THE BOARD OF DIRECTOR: MR. PAUL BULCKE (FOR A TERM OF Management For For
THREE YEARS)
4A2 RE-ELECTION TO THE BOARD OF DIRECTOR: MR. ANDREAS KOOPMANN (FOR A TERM Management For For
OF THREE YEARS)
4A3 RE-ELECTION TO THE BOARD OF DIRECTOR: MR. ROLF HANGGI (FOR A TERM OF Management For For
THREE YEARS)
4A4 RE-ELECTION TO THE BOARD OF DIRECTOR: MR. JEAN- PIERRE MEYERS (FOR A Management For For
TERM OF THREE YEARS)
4A5 RE-ELECTION TO THE BOARD OF DIRECTOR: MRS. NAINA LAL KIDWAI (FOR A TERM Management For For
OF THREE YEARS)
4A6 RE-ELECTION TO THE BOARD OF DIRECTOR: MR. BEAT HESS (FOR A TERM OF THREE Management For For
YEARS)
4B ELECTION TO THE BOARD OF DIRECTOR: MS. ANN VENEMAN (FOR A TERM OF THREE Management For For
YEARS)
4C RE-ELECTION OF THE STATUTORY AUDITOR: KPMG S.A., GENEVA BRANCH (FOR A Management For For
TERM OF ONE YEAR)
05 CAPITAL REDUCTION (BY CANCELLATION OF SHARES) Management For For
06 IN THE EVENT OF A NEW OR MODIFIED PROPOSAL BY A SHAREHOLDER DURING THE Management For For
ANNUAL GENERAL MEETING, I GIVE A PROXY TO VOTE IN FAVOR OF THE MOTION OR
RECOMMENDATION OF THE BOARD OF DIRECTORS
07 MARK THE BOX AT THE RIGHT IF YOU WISH TO GIVE A PROXY TO THE INDEPENDENT Management For For
REPRESENTATIVE, MR. JEAN-LUDOVIC HARTMANN (AS FURTHER DISCUSSED IN THE
COMPANY'S INVITATION)
Page 15 of 48 06-Jul-2011
Investment Company Report
FIFTH THIRD BANCORP
Security 316773100 Meeting Type Annual
Ticker Symbol FITB Meeting Date 19-Apr-2011
ISIN US3167731005 Agenda 933379578 - Management
For/Against
Item Proposal Type Vote Management
---- -------------------------------------------------------------------------- ---------- -------- -----------
01 DIRECTOR Management
1 DARRYL F. ALLEN For For
2 U.L. BRIDGEMAN, JR. For For
3 EMERSON L. BRUMBACK For For
4 JAMES P. HACKETT For For
5 GARY R. HEMINGER For For
6 JEWELL D. HOOVER For For
7 WILLIAM M. ISAAC For For
8 KEVIN T. KABAT For For
9 M.D. LIVINGSTON, PH.D. For For
10 HENDRIK G. MEIJER For For
11 JOHN J. SCHIFF, JR. For For
12 MARSHA C. WILLIAMS For For
02 APPROVAL OF THE APPOINTMENT OF THE FIRM OF DELOITTE & TOUCHE LLP TO Management For For
SERVE AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
COMPANY FOR THE YEAR 2011.
03 THE PROPOSAL DESCRIBED IN THE PROXY STATEMENT TO APPROVE THE FIFTH THIRD Management Against Against
BANCORP 2011 INCENTIVE COMPENSATION PLAN, INCLUDING THE ISSUANCE OF UP TO
AN ADDITIONAL 39,000,000 SHARES OF COMMON STOCK THEREUNDER.
04 APPROVAL OF AN ADVISORY VOTE ON EXECUTIVE COMPENSATION. Management Abstain Against
05 APPROVAL OF AN ADVISORY VOTE ON HOLDING AN ADVISORY VOTE ON EXECUTIVE Management Abstain Against
COMPENSATION EVERY ONE, TWO, OR THREE YEARS, AS INDICATED.
Page 16 of 48 06-Jul-2011
Investment Company Report
VALE S.A.
Security 91912E105 Meeting Type Special
Ticker Symbol VALE Meeting Date 19-Apr-2011
ISIN US91912E1055 Agenda 933405246 - Management
For/Against
Item Proposal Type Vote Management
---- -------------------------------------------------------------------------- ---------- -------- -----------
O1A APPRECIATION OF THE MANAGEMENTS' REPORT AND Management ANALYSIS, Management For For
DISCUSSION AND VOTE ON THE FINANCIAL STATEMENTS FOR THE FISCAL YEAR
ENDING DECEMBER 31,2010
O1B PROPOSAL FOR THE DESTINATION OF PROFITS OF THE SAID FISCAL YEAR AND Management For For
APPROVAL OF THE INVESTMENT BUDGET FOR VALE, PURSUANT TO ARTICLE 196 OF
THE BRAZILIAN CORPORATE LAW
O1C APPOINTMENT OF THE MEMBERS OF THE BOARD OF DIRECTORS Management For For
O1D APPOINTMENT OF THE MEMBERS OF THE FISCAL COUNCIL Management For For
O1E ESTABLISHMENT OF THE REMUNERATION OF THE SENIOR MANAGEMENT AND FISCAL Management For For
COUNCIL MEMBERS
E2A PROPOSAL FOR A CAPITAL INCREASE, THROUGH CAPITALIZATION OF RESERVES, Management For For
WITHOUT THE ISSUANCE OF SHARES, AND THE CONSEQUENT CHANGE OF THE HEAD OF
ARTICLE 5 OF VALE'S BY-LAWS
Page 17 of 48 06-Jul-2011
Investment Company Report
ENCANA CORPORATION
Security 292505104 Meeting Type Annual
Ticker Symbol ECA Meeting Date 20-Apr-2011
ISIN CA2925051047 Agenda 933392540 - Management
For/Against
Item Proposal Type Vote Management
---- -------------------------------------------------------------------------- ---------- -------- -----------
01 DIRECTOR Management
1 PETER A. DEA For For
2 RANDALL K. ERESMAN For For
3 CLAIRE S. FARLEY For For
4 FRED J. FOWLER For For
5 BARRY W. HARRISON For For
6 SUZANNE P. NIMOCKS For For
7 DAVID P. O'BRIEN For For
8 JANE L. PEVERETT For For
9 ALLAN P. SAWIN For For
10 BRUCE G. WATERMAN For For
11 CLAYTON H. WOITAS For For
02 APPOINTMENT OF AUDITOR - PRICEWATERHOUSECOOPERS LLP AT A REMUNERATION TO Management For For
BE FIXED BY THE BOARD OF DIRECTORS.
03 ADVISORY VOTE APPROVING THE CORPORATION'S APPROACH TO EXECUTIVE Management For For
COMPENSATION (AS DESCRIBED ON PAGE 12 OF THE ACCOMPANYING INFORMATION
CIRCULAR).
Page 18 of 48 06-Jul-2011
Investment Company Report
CITIGROUP INC.
Security 172967101 Meeting Type Annual
Ticker Symbol C Meeting Date 21-Apr-2011
ISIN US1729671016 Agenda 933378336 - Management
For/Against
Item Proposal Type Vote Management
---- -------------------------------------------------------------------------- ---------- -------- -----------
1A ELECTION OF DIRECTOR: ALAIN J.P. BELDA Management For For
1B ELECTION OF DIRECTOR: TIMOTHY C. COLLINS Management For For
1C ELECTION OF DIRECTOR: JERRY A. GRUNDHOFER Management For For
1D ELECTION OF DIRECTOR: ROBERT L. JOSS Management For For
1E ELECTION OF DIRECTOR: MICHAEL E. O'NEILL Management For For
1F ELECTION OF DIRECTOR: VIKRAM S. PANDIT Management For For
1G ELECTION OF DIRECTOR: RICHARD D. PARSONS Management For For
1H ELECTION OF DIRECTOR: LAWRENCE R. RICCIARDI Management For For
1I ELECTION OF DIRECTOR: JUDITH RODIN Management For For
1J ELECTION OF DIRECTOR: ROBERT L. RYAN Management For For
1K ELECTION OF DIRECTOR: ANTHONY M. SANTOMERO Management For For
1L ELECTION OF DIRECTOR: DIANA L. TAYLOR Management For For
1M ELECTION OF DIRECTOR: WILLIAM S. THOMPSON, JR. Management For For
1N ELECTION OF DIRECTOR: ERNESTO ZEDILLO Management For For
02 PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS CITI'S INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2011.
03 PROPOSAL TO APPROVE AN AMENDMENT TO THE CITIGROUP 2009 STOCK INCENTIVE Management Against Against
PLAN.
04 APPROVAL OF CITI'S 2011 EXECUTIVE PERFORMANCE PLAN. Management Against Against
05 ADVISORY VOTE ON CITI'S 2010 EXECUTIVE COMPENSATION. Management Against Against
06 ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE Management Abstain Against
COMPENSATION.
07 PROPOSAL TO APPROVE THE REVERSE STOCK SPLIT EXTENSION. Management Against Against
08 STOCKHOLDER PROPOSAL REGARDING POLITICAL NON-PARTISANSHIP. Shareholder Against For
09 STOCKHOLDER PROPOSAL REQUESTING A REPORT ON POLITICAL CONTRIBUTIONS. Shareholder Against For
10 STOCKHOLDER PROPOSAL REQUESTING A REPORT ON RESTORING TRUST AND Shareholder Against For
CONFIDENCE IN THE FINANCIAL SYSTEM.
11 STOCKHOLDER PROPOSAL REQUESTING THAT STOCKHOLDERS HOLDING 15% OR ABOVE Shareholder For Against
HAVE THE RIGHT TO CALL SPECIAL STOCKHOLDER MEETINGS.
12 STOCKHOLDER PROPOSAL REQUESTING THAT THE AUDIT COMMITTEE CONDUCT AN Shareholder Against For
INDEPENDENT REVIEW AND REPORT ON CONTROLS RELATED TO LOANS, FORECLOSURES,
AND SECURITIZATIONS.
Page 19 of 48 06-Jul-2011
Investment Company Report
INTERNATIONAL BUSINESS MACHINES CORP.
Security 459200101 Meeting Type Annual
Ticker Symbol IBM Meeting Date 26-Apr-2011
ISIN US4592001014 Agenda 933380381 - Management
For/Against
Item Proposal Type Vote Management
---- -------------------------------------------------------------------------- ---------- -------- -----------
1A ELECTION OF DIRECTOR: A.J.P. BELDA Management For For
1B ELECTION OF DIRECTOR: W.R. BRODY Management For For
1C ELECTION OF DIRECTOR: K.I. CHENAULT Management For For
1D ELECTION OF DIRECTOR: M.L. ESKEW Management For For
1E ELECTION OF DIRECTOR: S.A. JACKSON Management For For
1F ELECTION OF DIRECTOR: A.N. LIVERIS Management For For
1G ELECTION OF DIRECTOR: W.J. MCNERNEY, JR. Management For For
1H ELECTION OF DIRECTOR: J.W. OWENS Management For For
1I ELECTION OF DIRECTOR: S.J. PALMISANO Management For For
1J ELECTION OF DIRECTOR: J.E. SPERO Management For For
1K ELECTION OF DIRECTOR: S. TAUREL Management For For
1L ELECTION OF DIRECTOR: L.H. ZAMBRANO Management For For
02 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING Management For For
FIRM (PAGE 71)
03 ADVISORY VOTE ON EXECUTIVE COMPENSATION (PAGE 72) Management Against Against
04 ADVISORY VOTE REGARDING FREQUENCY OF ADVISORY VOTE ON EXECUTIVE Management 2 Years Against
COMPENSATION (PAGE 73)
05 STOCKHOLDER PROPOSAL ON CUMULATIVE VOTING (PAGE 74) Shareholder Against For
06 STOCKHOLDER PROPOSAL TO REVIEW POLITICAL CONTRIBUTIONS POLICY (PAGES Shareholder For Against
74-75)
07 STOCKHOLDER PROPOSAL ON LOBBYING (PAGES 75-76) Shareholder For Against
Page 20 of 48 06-Jul-2011
Investment Company Report
UNITED STATES STEEL CORPORATION
Security 912909108 Meeting Type Annual
Ticker Symbol X Meeting Date 26-Apr-2011
ISIN US9129091081 Agenda 933382082 - Management
For/Against
Item Proposal Type Vote Management
---- -------------------------------------------------------------------------- ---------- -------- -----------
01 DIRECTOR Management
1 RICHARD A. GEPHARDT* For For
2 GLENDA G. MCNEAL* For For
3 GRAHAM B. SPANIER* For For
4 PATRICIA A. TRACEY* For For
5 JOHN J. ENGEL** For For
02 RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM
03 APPROVAL, IN A NON-BINDING ADVISORY VOTE, OF THE COMPENSATION OF THE Management Against Against
NAMED EXECUTIVE OFFICERS
04 RECOMMENDATION, IN A NON-BINDING ADVISORY VOTE, OF THE FREQUENCY OF Management Abstain Against
SHAREHOLDER VOTES ON EXECUTIVE COMPENSATION
Page 21 of 48 06-Jul-2011
Investment Company Report
GENERAL ELECTRIC COMPANY
Security 369604103 Meeting Type Annual
Ticker Symbol GE Meeting Date 27-Apr-2011
ISIN US3696041033 Agenda 933387664 - Management
For/Against
Item Proposal Type Vote Management
---- -------------------------------------------------------------------------- ---------- -------- -----------
A1 ELECTION OF DIRECTOR: W. GEOFFREY BEATTIE Management For For
A2 ELECTION OF DIRECTOR: JAMES I. CASH, JR. Management For For
A3 ELECTION OF DIRECTOR: ANN M. FUDGE Management For For
A4 ELECTION OF DIRECTOR: SUSAN HOCKFIELD Management For For
A5 ELECTION OF DIRECTOR: JEFFREY R. IMMELT Management For For
A6 ELECTION OF DIRECTOR: ANDREA JUNG Management For For
A7 ELECTION OF DIRECTOR: ALAN G. (A.G.) LAFLEY Management For For
A8 ELECTION OF DIRECTOR: ROBERT W. LANE Management For For
A9 ELECTION OF DIRECTOR: RALPH S. LARSEN Management For For
A10 ELECTION OF DIRECTOR: ROCHELLE B. LAZARUS Management For For
A11 ELECTION OF DIRECTOR: JAMES J. MULVA Management For For
A12 ELECTION OF DIRECTOR: SAM NUNN Management For For
A13 ELECTION OF DIRECTOR: ROGER S. PENSKE Management For For
A14 ELECTION OF DIRECTOR: ROBERT J. SWIERINGA Management For For
A15 ELECTION OF DIRECTOR: JAMES S. TISCH Management For For
A16 ELECTION OF DIRECTOR: DOUGLAS A. WARNER III Management For For
B1 RATIFICATION OF KPMG Management For For
B2 ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION Management Against Against
B3 ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE Management Abstain Against
COMPENSATION
C1 SHAREOWNER PROPOSAL: CUMULATIVE VOTING Shareholder For Against
C2 SHAREOWNER PROPOSAL: FUTURE STOCK OPTIONS Shareholder For Against
C3 SHAREOWNER PROPOSAL: WITHDRAW STOCK OPTIONS GRANTED TO EXECUTIVES Shareholder For Against
C4 SHAREOWNER PROPOSAL: CLIMATE CHANGE RISK DISCLOSURE Shareholder Against For
C5 SHAREOWNER PROPOSAL: TRANSPARENCY IN ANIMAL RESEARCH Shareholder Against For
Page 22 of 48 06-Jul-2011
Investment Company Report
CENOVUS ENERGY INC.
Security 15135U109 Meeting Type Annual
Ticker Symbol CVE Meeting Date 27-Apr-2011
ISIN CA15135U1093 Agenda 933394049 - Management
For/Against
Item Proposal Type Vote Management
---- -------------------------------------------------------------------------- ---------- -------- -----------
01 DIRECTOR Management
1 RALPH S. CUNNINGHAM For For
2 PATRICK D. DANIEL For For
3 IAN W. DELANEY For For
4 BRIAN C. FERGUSON For For
5 MICHAEL A. GRANDIN For For
6 VALERIE A.A. NIELSEN For For
7 CHARLES M. RAMPACEK For For
8 COLIN TAYLOR For For
9 WAYNE G. THOMSON For For
02 APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP, CHARTERED ACCOUNTANTS, AS Management For For
AUDITOR OF CENOVUS ENERGY INC.
Page 23 of 48 06-Jul-2011
Investment Company Report
AMERICA MOVIL, S.A.B. DE C.V.
Security 02364W105 Meeting Type Special
Ticker Symbol AMX Meeting Date 27-Apr-2011
ISIN US02364W1053 Agenda 933435338 - Management
For/Against
Item Proposal Type Vote Management
---- -------------------------------------------------------------------------- ---------- -------- -----------
01 APPOINTMENT OR, AS THE CASE MAY BE, REELECTION OF THE MEMBERS OF THE Management For
BOARD OF DIRECTORS OF THE COMPANY THAT THE HOLDERS OF THE SERIES "L"
SHARES ARE ENTITLED TO APPOINT. ADOPTION OF RESOLUTIONS THEREON.
02 APPOINTMENT OF DELEGATES TO EXECUTE, AND IF, APPLICABLE, FORMALIZE THE Management For
RESOLUTIONS ADOPTED BY THE MEETING. ADOPTION OF RESOLUTIONS THEREON.
Page 24 of 48 06-Jul-2011
Investment Company Report
CORNING INCORPORATED
Security 219350105 Meeting Type Annual
Ticker Symbol GLW Meeting Date 28-Apr-2011
ISIN US2193501051 Agenda 933380191 - Management
For/Against
Item Proposal Type Vote Management
---- ----------------------------------------------------------------- ------------- ----------- ----------------
1A ELECTION OF DIRECTOR: JOHN SEELY BROWN Management For For
1B ELECTION OF DIRECTOR: JOHN A. CANNING, JR. Management For For
1C ELECTION OF DIRECTOR: GORDON GUND Management For For
1D ELECTION OF DIRECTOR: KURT M. LANDGRAF Management For For
1E ELECTION OF DIRECTOR: H. ONNO RUDING Management For For
1F ELECTION OF DIRECTOR: GLENN F. TILTON Management For For
02 APPROVAL, BY NON-BINDING VOTE, ON EXECUTIVE COMPENSATION. Management Abstain Against
03 APPROVAL, BY NON-BINDING, ON THE FREQUENCY OF FUTURE EXECUTIVE Management Abstain Against
COMPENSATION VOTES.
04 RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS CORNING'S Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2011.
05 SHAREHOLDER PROPOSAL CONCERNING SPECIAL MEETINGS. Shareholder For Against
Page 25 of 48 06-Jul-2011
Investment Company Report
PFIZER INC.
Security 717081103 Meeting Type Annual
Ticker Symbol PFE Meeting Date 28-Apr-2011
ISIN US7170811035 Agenda 933392196 - Management
For/Against
Item Proposal Type Vote Management
---- ----------------------------------------------------------------- ------------- ----------- ----------------
1A ELECTION OF DIRECTOR: DENNIS A. AUSIELLO Management For For
1B ELECTION OF DIRECTOR: MICHAEL S. BROWN Management For For
1C ELECTION OF DIRECTOR: M. ANTHONY BURNS Management For For
1D ELECTION OF DIRECTOR: W. DON CORNWELL Management For For
1E ELECTION OF DIRECTOR: FRANCES D. FERGUSSON Management For For
1F ELECTION OF DIRECTOR: WILLIAM H. GRAY III Management For For
1G ELECTION OF DIRECTOR: CONSTANCE J. HORNER Management For For
1H ELECTION OF DIRECTOR: JAMES M. KILTS Management For For
1I ELECTION OF DIRECTOR: GEORGE A. LORCH Management For For
1J ELECTION OF DIRECTOR: JOHN P. MASCOTTE Management For For
1K ELECTION OF DIRECTOR: SUZANNE NORA JOHNSON Management For For
1L ELECTION OF DIRECTOR: IAN C. READ Management For For
1M ELECTION OF DIRECTOR: STEPHEN W. SANGER Management For For
02 PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2011.
03 ADVISORY VOTE ON EXECUTIVE COMPENSATION Management Against Against
04 ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON Management Abstain Against
EXECUTIVE COMPENSATION.
05 SHAREHOLDER PROPOSAL REGARDING PUBLICATION OF POLITICAL Shareholder For Against
CONTRIBUTIONS
06 SHAREHOLDER PROPOSAL REGARDING PUBLIC POLICY INITIATIVES. Shareholder Against For
07 SHAREHOLDER PROPOSAL REGARDING PHARMACEUTICAL PRICE RESTRAINTS. Shareholder Against For
08 SHAREHOLDER PROPOSAL REGARDING ACTION BY WRITTEN CONSENT. Shareholder For Against
09 SHAREHOLDER PROPOSAL REGARDING SPECIAL SHAREHOLDER MEETINGS. Shareholder For Against
10 SHAREHOLDER PROPOSAL REGARDING ANIMAL RESEARCH Shareholder Against For
</Table>
Page 26 of 48 06-Jul-2011
Investment Company Report
ALLERGAN, INC.
Security 018490102 Meeting Type Annual
Ticker Symbol AGN Meeting Date 03-May-2011
ISIN US0184901025 Agenda 933382169 - Management
For/Against
Item Proposal Type Vote Management
---- ----------------------------------------------------------------- ------------- ----------- ----------------
1A ELECTION OF CLASS I DIRECTOR TO SERVE FOR THREE-YEAR UNTIL ANNUAL Management For For
MEETING OF STOCK HOLDERS IN 2014: DEBORAH DUNSIRE, M.D.
1B ELECTION OF CLASS I DIRECTOR TO SERVE FOR THREE-YEAR UNTIL ANNUAL Management For For
MEETING OF STOCK HOLDERS IN 2014: TREVOR M. JONES PH.D.
1C ELECTION OF CLASS I DIRECTOR TO SERVE FOR THREE-YEAR UNTIL ANNUAL Management For For
MEETING OF STOCK HOLDERS IN 2014: LOUIS J. LAVIGNE, JR.
02 RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2011
03 ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS Management Against Against
04 ADVISORY VOTE ON THE FREQUENCY OF AN ADVISORY VOTE ON THE Management Abstain Against
COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
05 APPROVE THE ALLERGAN, INC. 2011 EXECUTIVE BONUS PLAN Management Against Against
06 APPROVE THE ALLERGAN, INC. 2011 INCENTIVE AWARD PLAN Management Against Against
07 APPROVE THE AMENDMENT AND RESTATEMENT OF OUR AMENDED AND RESTATED Management For For
CERTIFICATE OF INCORPORATION TO DECLASSIFY OUR BOARD OF DIRECTORS
Page 27 of 48 06-Jul-2011
Investment Company Report
WELLS FARGO & COMPANY
Security 949746101 Meeting Type Annual
Ticker Symbol WFC Meeting Date 03-May-2011
ISIN US9497461015 Agenda 933389151 - Management
For/Against
Item Proposal Type Vote Management
---- ----------------------------------------------------------------- ------------- ----------- ----------------
1A ELECTION OF DIRECTOR: JOHN D. BAKER II Management For For
1B ELECTION OF DIRECTOR: JOHN S. CHEN Management For For
1C ELECTION OF DIRECTOR: LLOYD H. DEAN Management For For
1D ELECTION OF DIRECTOR: SUSAN E. ENGEL Management For For
1E ELECTION OF DIRECTOR: ENRIQUE HERNANDEZ, JR. Management For For
1F ELECTION OF DIRECTOR: DONALD M. JAMES Management For For
1G ELECTION OF DIRECTOR: MACKEY J. MCDONALD Management For For
1H ELECTION OF DIRECTOR: CYNTHIA H. MILLIGAN Management For For
1I ELECTION OF DIRECTOR: NICHOLAS G. MOORE Management For For
1J ELECTION OF DIRECTOR: PHILIP J. QUIGLEY Management For For
1K ELECTION OF DIRECTOR: JUDITH M. RUNSTAD Management For For
1L ELECTION OF DIRECTOR: STEPHEN W. SANGER Management For For
1M ELECTION OF DIRECTOR: JOHN G. STUMPF Management For For
1N ELECTION OF DIRECTOR: SUSAN G. SWENSON Management For For
02 PROPOSAL TO APPROVE AN ADVISORY RESOLUTION TO APPROVE THE NAMED Management Against Against
EXECUTIVES' COMPENSATION.
03 ADVISORY PROPOSAL ON THE FREQUENCY OF FUTURE ADVISORY VOTES Management Abstain Against
REGARDING NAMED EXECUTIVES' COMPENSATION.
04 PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP AS INDEPENDENT Management For For
AUDITORS FOR 2011.
05 STOCKHOLDER PROPOSAL REGARDING AN AMENDMENT TO THE COMPANY'S Shareholder For Against
BY-LAWS TO ALLOW HOLDERS OF 10% OF THE COMPANY'S COMMON STOCK TO
CALL SPECIAL MEETINGS OF STOCKHOLDERS.
06 STOCKHOLDER PROPOSAL TO PROVIDE FOR CUMULATIVE VOTING IN Shareholder For Against
CONTESTED DIRECTOR ELECTIONS.
07 STOCKHOLDER PROPOSAL REGARDING THE ADOPTION OF A POLICY TO Shareholder Against For
REQUIRE AN INDEPENDENT CHAIRMAN.
08 STOCKHOLDER PROPOSAL REGARDING AN ADVISORY VOTE ON DIRECTOR Shareholder Against For
COMPENSATION.
09 STOCKHOLDER PROPOSAL REGARDING AN INVESTIGATION AND REPORT ON Shareholder Against For
INTERNAL CONTROLS FOR MORTGAGE SERVICING OPERATIONS.
Page 28 of 48 06-Jul-2011
Investment Company Report
PEPSICO, INC.
Security 713448108 Meeting Type Annual
Ticker Symbol PEP Meeting Date 04-May-2011
ISIN US7134481081 Agenda 933392069 - Management
For/Against
Item Proposal Type Vote Management
---- ----------------------------------------------------------------- ------------- ----------- ----------------
1A ELECTION OF DIRECTOR: S.L. BROWN Management For For
1B ELECTION OF DIRECTOR: I.M. COOK Management For For
1C ELECTION OF DIRECTOR: D. DUBLON Management For For
1D ELECTION OF DIRECTOR: V.J. DZAU Management For For
1E ELECTION OF DIRECTOR: R.L. HUNT Management For For
1F ELECTION OF DIRECTOR: A. IBARGUEN Management For For
1G ELECTION OF DIRECTOR: A.C. MARTINEZ Management For For
1H ELECTION OF DIRECTOR: I.K. NOOYI Management For For
1I ELECTION OF DIRECTOR: S.P. ROCKEFELLER Management For For
1J ELECTION OF DIRECTOR: J.J. SCHIRO Management For For
1K ELECTION OF DIRECTOR: L.G. TROTTER Management For For
1L ELECTION OF DIRECTOR: D. VASELLA Management For For
02 APPROVAL, BY NON-BINDING VOTE, OF EXECUTIVE COMPENSATION. Management Against Against
03 RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY OF EXECUTIVE Management Abstain Against
COMPENSATION VOTES.
04 APPROVAL OF INDEPENDENT REGISTERED PUBLIC Management For For
ACCOUNTANTS FOR FISCAL YEAR 2011.
05 APPROVAL OF AMENDMENT TO ARTICLES OF INCORPORATION TO IMPLEMENT Management For For
MAJORITY VOTING FOR DIRECTORS IN UNCONTESTED ELECTIONS.
06 SHAREHOLDER PROPOSAL - RIGHT TO CALL SPECIAL SHAREHOLDER Shareholder For Against
MEETINGS. (PROXY STATEMENT P.63)
07 SHAREHOLDER PROPOSAL - POLITICAL CONTRIBUTIONS REPORT (PROXY Shareholder Against For
STATEMENT P.65)
Page 29 of 48 06-Jul-2011
Investment Company Report
UNION PACIFIC CORPORATION
Security 907818108 Meeting Type Annual
Ticker Symbol UNP Meeting Date 05-May-2011
ISIN US9078181081 Agenda 933408189-Management
For/Against
Item Proposal Type Vote Management
---- ----------------------------------------------------------------- ------------- ----------- ----------------
1A ELECTION OF DIRECTOR: A.H. CARD, JR. Management For For
1B ELECTION OF DIRECTOR: E.B. DAVIS, JR. Management For For
1C ELECTION OF DIRECTOR: T.J. DONOHUE Management For For
1D ELECTION OF DIRECTOR: A.W. DUNHAM Management For For
1E ELECTION OF DIRECTOR: J.R. HOPE Management For For
1F ELECTION OF DIRECTOR: C.C. KRULAK Management For For
1G ELECTION OF DIRECTOR: M.R. MCCARTHY Management For For
1H ELECTION OF DIRECTOR: M.W. MCCONNELL Management For For
1I ELECTION OF DIRECTOR: T.F. MCLARTY III Management For For
1J ELECTION OF DIRECTOR: S.R. ROGEL Management For For
1K ELECTION OF DIRECTOR: J.H. VILLARREAL Management For For
1L ELECTION OF DIRECTOR: J.R. YOUNG Management For For
02 RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE AS THE Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
03 AN ADVISORY VOTE ON EXECUTIVE COMPENSATION ("SAY ON PAY"). Management Against Against
04 AN ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON Management Abstain Against
EXECUTIVE COMPENSATION ("SAY ON FREQUENCY").
5A COMPANY PROPOSAL TO AMEND THE COMPANY'S ARTICLES OF INCORPORATION Management For For
TO REDUCE SHAREHOLDER VOTING REQUIREMENTS RELATED TO: ACTIONS
ADVERSELY AFFECTING PREFERRED STOCK.
5B COMPANY PROPOSAL TO AMEND THE COMPANY'S ARTICLES OF INCORPORATION Management For For
TO REDUCE SHAREHOLDER VOTING REQUIREMENTS RELATED TO: REMOVAL OF
DIRECTORS.
5C COMPANY PROPOSAL TO AMEND THE COMPANY'S ARTICLES OF INCORPORATION Management For For
TO REDUCE SHAREHOLDER VOTING REQUIREMENTS RELATED TO: CHANGING
THE AUTHORIZED AMOUNT OF CAPITAL STOCK.
06 SHAREHOLDER PROPOSAL REGARDING AN INDEPENDENT DIRECTOR TO SERVE Shareholder Against For
AS CHAIRMAN OF THE BOARD IF PROPERLY PRESENTED AT THE ANNUAL
MEETING.
</Table>
Page 30 of 48 06-Jul-2011
Investment Company Report
APACHE CORPORATION
Security 037411105 Meeting Type Annual
Ticker Symbol APA Meeting Date 05-May-2011
ISIN US0374111054 Agenda 933423395 - Management
For/Against
Item Proposal Type Vote Management
---- ----------------------------------------------------------------- ------------- ----------- ----------------
01 ELECTION OF DIRECTOR: G. STEVEN FARRIS Management For For
02 ELECTION OF DIRECTOR: RANDOLPH M. FERLIC Management For For
03 ELECTION OF DIRECTOR: A.D. FRAZIER, JR. Management For For
04 ELECTION OF DIRECTOR: JOHN A. KOCUR Management For For
05 RATIFICATION OF ERNST & YOUNG AS APACHE'S INDEPENDENT AUDITORS Management For For
06 ADVISORY VOTE ON COMPENSATION OF APACHE'S NAMED EXECUTIVE Management Against Against
OFFICERS
07 TO RECOMMEND THE FREQUENCY OF ADVISORY VOTE ON COMPENSATION OF Management Abstain Against
APACHE'S NAMED EXECUTIVE OFFICERS
08 APPROVAL OF AMENDMENT TO APACHE'S RESTATED CERTIFICATE OF Management For For
INCORPORATION TO AUTHORIZE ADDITIONAL COMMON STOCK
09 APPROVAL OF AMENDMENT TO APACHE'S RESTATED CERTIFICATE OF Management For For
INCORPORATION TO AUTHORIZE ADDITIONAL PREFERRED STOCK
10 APPROVAL OF APACHE'S 2011 OMNIBUS EQUITY COMPENSATION PLAN Management Against Against
Page 31 of 48 06-Jul-2011
Investment Company Report
OCCIDENTAL PETROLEUM CORPORATION
Security 674599105 Meeting Type Annual
Ticker Symbol OXY Meeting Date 06-May-2011
ISIN US6745991058 Agenda 933401060 - Management
For/Against
Item Proposal Type Vote Management
----- ------------------------------------------------ ----------- ------- -----------
1A ELECTION OF DIRECTOR: SPENCER ABRAHAM Management For For
1B ELECTION OF DIRECTOR: HOWARD I. ATKINS Management For For
1C ELECTION OF DIRECTOR: STEPHEN I. CHAZEN Management For For
1D ELECTION OF DIRECTOR: EDWARD P. DJEREJIAN Management For For
1E ELECTION OF DIRECTOR: JOHN E. FEICK Management For For
1F ELECTION OF DIRECTOR: MARGARET M. FORAN Management For For
1G ELECTION OF DIRECTOR: CARLOS M. GUTIERREZ Management For For
1H ELECTION OF DIRECTOR: RAY R. IRANI Management For For
1I ELECTION OF DIRECTOR: AVEDICK B. POLADIAN Management For For
1J ELECTION OF DIRECTOR: RODOLFO SEGOVIA Management For For
1K ELECTION OF DIRECTOR: AZIZ D. SYRIANI Management For For
1L ELECTION OF DIRECTOR: ROSEMARY TOMICH Management For For
1M ELECTION OF DIRECTOR: WALTER L. WEISMAN Management For For
02 RATIFICATION OF SELECTION OF KPMG AS INDEPENDENT Management For For
AUDITORS.
03 ADVISORY VOTE APPROVING EXECUTIVE COMPENSATION. Management Against Against
04 ADVISORY VOTE ON FREQUENCY OF ADVISORY VOTE ON Management Abstain
EXECUTIVE COMPENSATION.
05 REPORT ON POLITICAL EXPENDITURES AND SPENDING Shareholder Against For
PROCESSES.
06 REQUIRED NOMINATION OF DIRECTOR WITH Shareholder Against For
ENVIRONMENTAL EXPERTISE.
Page 32 of 48 06-Jul-2011
Investment Company Report
THE GOLDMAN SACHS GROUP, INC.
Security 38141G104 Meeting Type Annual
Ticker Symbol GS Meeting Date 06-May-2011
ISIN US38141G1040 Agenda 933405397 - Management
For/Against
Item Proposal Type Vote Management
----- ------------------------------------------------ ----------- ------- -----------
1A ELECTION OF DIRECTOR: LLOYD C. BLANKFEIN Management For For
1B ELECTION OF DIRECTOR: JOHN H. BRYAN Management Against Against
1C ELECTION OF DIRECTOR: GARY D. COHN Management For For
1D ELECTION OF DIRECTOR: CLAES DAHLBACK Management For For
1E ELECTION OF DIRECTOR: STEPHEN FRIEDMAN Management For For
1F ELECTION OF DIRECTOR: WILLIAM W. GEORGE Management For For
1G ELECTION OF DIRECTOR: JAMES A. JOHNSON Management For For
1H ELECTION OF DIRECTOR: LOIS D. JULIBER Management For For
1I ELECTION OF DIRECTOR: LAKSHMI N. MITTAL Management For For
1J ELECTION OF DIRECTOR: JAMES J. SCHIRO Management For For
02 ADVISORY VOTE ON EXECUTIVE COMPENSATION MATTERS Management Against Against
(SAY ON PAY)
03 ADVISORY VOTE ON THE FREQUENCY OF SAY ON PAY Management Abstain Against
04 RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR OUR 2011
FISCAL YEAR
05 SHAREHOLDER PROPOSAL REGARDING CUMULATIVE Shareholder For Against
VOTING
06 SHAREHOLDER PROPOSAL REGARDING SPECIAL Shareholder For Against
SHAREOWNER MEETINGS
07 SHAREHOLDER PROPOSAL REGARDING EXECUTIVE Shareholder Against For
COMPENSATION AND LONG-TERM PERFORMANCE
08 SHAREHOLDER PROPOSAL REGARDING A REPORT ON Shareholder Against For
SENIOR EXECUTIVE COMPENSATION
09 SHAREHOLDER PROPOSAL REGARDING A REPORT ON Shareholder Against For
CLIMATE CHANGE RISK DISCLOSURE
10 SHAREHOLDER PROPOSAL REGARDING A REPORT ON Shareholder Against For
POLITICAL CONTRIBUTIONS
Page 33 of 48 06-Jul-2011
Investment Company Report
DANAHER CORPORATION
Security 235851102 Meeting Type Annual
Ticker Symbol DHR Meeting Date 10-May-2011
ISIN US2358511028 Agenda 933405741 - Management
For/Against
Item Proposal Type Vote Management
----- ------------------------------------------------ ----------- ------- -----------
1A ELECTION OF DIRECTOR: H. LAWRENCE CULP, JR. Management For For
1B ELECTION OF DIRECTOR: MITCHELL P. RALES Management For For
1C ELECTION OF DIRECTOR: ELIAS A. ZERHOUNI, M.D. Management For For
02 TO RATIFY THE SELECTION OF ERNST & YOUNG LLP Management For For
AS DANAHER'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER
31, 2011.
03 TO APPROVE AN AMENDMENT TO DANAHER'S RESTATED Management For For
CERTIFICATE OF INCORPORATION TO DECLASSIFY THE
BOARD OF DIRECTORS.
04 TO APPROVE AN AMENDMENT TO DANAHER'S RESTATED Management For For
CERTIFICATE OF INCORPORATION TO ALLOW HOLDERS OF
TWENTY-FIVE PERCENT (25%) OR MORE OF DANAHER'S
SHARES TO CALL A SPECIAL MEETING OF
SHAREHOLDERS.
05 TO APPROVE AMENDMENTS TO DANAHER'S 2007 STOCK Management Against Against
INCENTIVE PLAN AND MATERIAL TERMS OF PLAN
PERFORMANCE GOALS.
06 TO APPROVE AN ADVISORY VOTE ON THE Management Against Against
COMPANY'S EXECUTIVE OFFICER COMPENSATION.
07 TO APPROVE AN ADVISORY VOTE ON THE FREQUENCY OF Management Abstain Against
FUTURE SHAREHOLDER ADVISORY VOTES ON THE
COMPANY'S EXECUTIVE OFFICER COMPENSATION.
Page 34 of 48 06-Jul-2011
Investment Company Report
FORD MOTOR COMPANY
Security 345370860 Meeting Type Annual
Ticker Symbol F Meeting Date 12-May-2011
ISIN US3453708600 Agenda 933396219 - Management
For/Against
Item Proposal Type Vote Management
----- ------------------------------------------------ ----------- ------- -----------
1A ELECTION OF DIRECTOR: STEPHEN G. BUTLER Management For For
1B ELECTION OF DIRECTOR: KIMBERLY A. CASIANO Management For For
1C ELECTION OF DIRECTOR: ANTHONY F. EARLEY, JR. Management For For
1D ELECTION OF DIRECTOR: EDSEL B. FORD II Management For For
1E ELECTION OF DIRECTOR: WILLIAM CLAY FORD, JR. Management For For
1F ELECTION OF DIRECTOR: RICHARD A. GEPHARDT Management For For
1G ELECTION OF DIRECTOR: JAMES H. HANCE, JR. Management For For
1H ELECTION OF DIRECTOR: IRVINE O. HOCKADAY, JR. Management For For
1I ELECTION OF DIRECTOR: RICHARD A. MANOOGIAN Management For For
1J ELECTION OF DIRECTOR: ELLEN R. MARRAM Management For For
1K ELECTION OF DIRECTOR: ALAN MULALLY Management For For
1L ELECTION OF DIRECTOR: HOMER A. NEAL Management For For
1M ELECTION OF DIRECTOR: GERALD L. SHAHEEN Management For For
1N ELECTION OF DIRECTOR: JOHN L. THORNTON Management For For
02 RATIFICATION OF SELECTION OF INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM.
03 SAY ON PAY - AN ADVISORY VOTE TO APPROVE THE Management Against Against
COMPENSATION OF THE NAMED EXECUTIVES.
04 SAY WHEN ON PAY - AN ADVISORY VOTE ON THE Management Abstain Against
FREQUENCY OF A SHAREHOLDER VOTE TO APPROVE THE
COMPENSATION OF THE NAMED EXECUTIVES.
05 RELATING TO DISCLOSURE OF THE COMPANY'S Shareholder Against For
POLITICAL CONTRIBUTIONS.
06 RELATING TO CONSIDERATION OF A RECAPITALIZATION Shareholder For Against
PLAN TO PROVIDE THAT ALL OF THE COMPANY'S
OUTSTANDING STOCK HAVE ONE VOTE PER SHARE.
07 RELATING TO ALLOWING HOLDERS OF 10% OF Shareholder For Against
OUTSTANDING COMMON STOCK TO CALL SPECIAL
MEETINGS OF SHAREHOLDERS.
Page 35 of 48 06-Jul-2011
Investment Company Report
JPMORGAN CHASE & CO.
Security 46625H100 Meeting Type Annual
Ticker Symbol JPM Meeting Date 17-May-2011
ISIN US46625H1005 Agenda 933404028 - Management
For/Against
Item Proposal Type Vote Management
----- --------------------------------------------------- ----------- ------- -----------
1A ELECTION OF DIRECTOR: CRANDALL C. BOWLES Management For For
1B ELECTION OF DIRECTOR: STEPHEN B. BURKE Management For For
1C ELECTION OF DIRECTOR: DAVID M. COTE Management For For
1D ELECTION OF DIRECTOR: JAMES S. CROWN Management For For
1E ELECTION OF DIRECTOR: JAMES DIMON Management For For
1F ELECTION OF DIRECTOR: ELLEN V. FUTTER Management For For
1G ELECTION OF DIRECTOR: WILLIAM H. GRAY, III Management For For
1H ELECTION OF DIRECTOR: LABAN P. JACKSON, JR. Management For For
1I ELECTION OF DIRECTOR: DAVID C. NOVAK Management For For
1J ELECTION OF DIRECTOR: LEE R. RAYMOND Management For For
1K ELECTION OF DIRECTOR: WILLIAM C. WELDON Management For For
02 APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC Management For For
ACCOUNTING FIRM
03 ADVISORY VOTE ON EXECUTIVE COMPENSATION Management Against Against
04 ADVISORY VOTE ON FREQUENCY OF ADVISORY VOTE ON Management Against Against
EXECUTIVE COMPENSATION
05 APPROVAL OF AMENDMENT TO LONG-TERM INCENTIVE PLAN Management Against Against
06 POLITICAL NON-PARTISANSHIP Shareholder Against For
07 SHAREHOLDER ACTION BY WRITTEN CONSENT Shareholder For Against
08 MORTGAGE LOAN SERVICING Shareholder Against For
09 POLITICAL CONTRIBUTIONS Shareholder Against For
10 GENOCIDE-FREE INVESTING Shareholder Against For
11 INDEPENDENT LEAD DIRECTOR Shareholder Against For
Page 36 of 48 06-Jul-2011
Investment Company Report
AMERICAN TOWER CORPORATION
Security 029912201 Meeting Type Annual
Ticker Symbol AMT Meeting Date 18-May-2011
ISIN US0299122012 Agenda 933406438 - Management
For/Against
Item Proposal Type Vote Management
----- --------------------------------------------------- ----------- ------- -----------
1A ELECTION OF DIRECTOR: RAYMOND P. DOLAN Management For For
1B ELECTION OF DIRECTOR: RONALD M. DYKES Management For For
1C ELECTION OF DIRECTOR: CAROLYN F. KATZ Management For For
1D ELECTION OF DIRECTOR: GUSTAVO LARA CANTU Management For For
1E ELECTION OF DIRECTOR: JOANN A. REED Management For For
1F ELECTION OF DIRECTOR: PAMELA D.A. REEVE Management For For
1G ELECTION OF DIRECTOR: DAVID E. SHARBUTT Management For For
1H ELECTION OF DIRECTOR: JAMES D. TAICLET, JR. Management For For
1I ELECTION OF DIRECTOR: SAMME L. THOMPSON Management For For
02 TO RATIFY THE SELECTION OF DELOITTE & TOUCHE LLP AS Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR 2011.
03 TO APPROVE AN AMENDMENT TO AMERICAN TOWER Management Against Against
CORPORATION'S AMENDED AND RESTATED CERTIFICATE
OF INCORPORATION.
04 TO CONDUCT AN ADVISORY VOTE ON EXECUTIVE Management Against Against
COMPENSATION.
05 TO CONDUCT AN ADVISORY VOTE ON WHETHER TO HOLD Management Abstain Against
THE STOCKHOLDER ADVISORY VOTE ON EXECUTIVE
COMPENSATION EVERY ONE, TWO OR THREE YEARS.
Page 37 of 48 06-Jul-2011
Investment Company Report
AKAMAI TECHNOLOGIES, INC.
Security 00971T101 Meeting Type Annual
Ticker Symbol AKAM Meeting Date 18-May-2011
ISIN US00971T1016 Agenda 933412986 - Management
For/Against
Item Proposal Type Vote Management
----- --------------------------------------------------- ----------- ------- -----------
1A ELECTION OF CLASS III DIRECTOR: C. KIM GOODWIN Management For For
1B ELECTION OF CLASS III DIRECTOR: DAVID W. KENNY Management For For
1C ELECTION OF CLASS III DIRECTOR: PETER J. KIGHT Management For For
1D ELECTION OF CLASS III DIRECTOR: FREDERIC V. SALERNO Management For For
02 AMENDMENT TO 2009 STOCK INCENTIVE PLAN. Management Against Against
03 TO APPROVE, ON AN ADVISORY BASIS, THE Management Against Against
COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE
OFFICERS.
04 TO APPROVE, ON AN ADVISORY BASIS, THE FREQUENCY Management Abstain Against
OF HOLDING FUTURE ADVISORY VOTES ON NAMED
EXECUTIVE OFFICER COMPENSATION.
05 TO RATIFY THE SELECTION OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT
AUDITORS OF AKAMAI TECHNOLOGIES, INC. FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2011.
Page 38 of 48 06-Jul-2011
Investment Company Report
MCDONALD'S CORPORATION
Security 580135101 Meeting Type Annual
Ticker Symbol MCD Meeting Date 19-May-2011
ISIN US5801351017 Agenda 933410297 - Management
For/Against
Item Proposal Type Vote Management
----- --------------------------------------------------- ----------- ------- -----------
1A ELECTION OF DIRECTOR: SUSAN E. ARNOLD Management For For
1B ELECTION OF DIRECTOR: RICHARD H. LENNY Management For For
1C ELECTION OF DIRECTOR: CARY D. MCMILLAN Management For For
1D ELECTION OF DIRECTOR: SHEILA A. PENROSE Management For For
1E ELECTION OF DIRECTOR: JAMES A. SKINNER Management For For
02 ADVISORY VOTE ON THE APPROVAL OF THE APPOINTMENT Management For For
OF AN INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
TO SERVE AS INDEPENDENT AUDITORS FOR 2011.
03 ADVISORY VOTE ON EXECUTIVE COMPENSATION. Management Against Against
04 ADVISORY VOTE ON THE FREQUENCY OF FUTURE Management Abstain Against
ADVISORY VOTES ON EXECUTIVE COMPENSATION.
05 ELIMINATE SUPER-MAJORITY VOTING REQUIREMENTS IN Management For For
ARTICLE TWELFTH OF OUR RESTATED CERTIFICATE OF
INCORPORATION BY REPEALING SUCH ARTICLE
(TRANSACTIONS WITH INTERESTED SHAREHOLDERS).
06 ELIMINATE SUPER-MAJORITY VOTING REQUIREMENTS IN Management For For
ARTICLE THIRTEENTH OF OUR RESTATED CERTIFICATE OF
INCORPORATION (BOARD OF DIRECTORS).
07 ELIMINATE SUPER-MAJORITY VOTING REQUIREMENT IN Management For For
ARTICLE FOURTEENTH OF OUR RESTATED CERTIFICATE
OF INCORPORATION (SHAREHOLDER ACTION).
08 ADVISORY VOTE ON SHAREHOLDER PROPOSAL RELATING Shareholder For Against
TO CLASSIFIED BOARD.
09 ADVISORY VOTE ON SHAREHOLDER PROPOSAL RELATING Shareholder Against For
TO THE USE OF CONTROLLED ATMOSPHERE STUNNING.
10 ADVISORY VOTE ON SHAREHOLDER PROPOSAL RELATING Shareholder Against For
TO A REPORT ON CHILDREN'S NUTRITION.
11 ADVISORY VOTE ON SHAREHOLDER PROPOSAL RELATING Shareholder Against For
TO BEVERAGE CONTAINERS.
Page 39 of 48 06-Jul-2011
Investment Company Report
JUNIPER NETWORKS, INC.
Security 48203R104 Meeting Type Annual
Ticker Symbol JNPR Meeting Date 19-May-2011
ISIN US48203R1041 Agenda 933412152 - Management
For/Against
Item Proposal Type Vote Management
----- --------------------------------------------------- ----------- ------- -----------
01 DIRECTOR Management
1 MARY B. CRANSTON For For
2 KEVIN R. JOHNSON For For
3 J. MICHAEL LAWRIE For For
4 DAVID SCHLOTTERBECK For For
02 RATIFICATION OF ERNST & YOUNG LLP, AN INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM, AS AUDITORS.
03 APPROVAL OF THE PERFORMANCE BONUS PLAN FOR Management Against Against
PURPOSES OF COMPLYING WITH INTERNAL REVENUE
CODE SECTION 162(M).
04 APPROVAL OF THE PROPOSED AMENDMENT TO THE Management Against Against
JUNIPER NETWORKS, INC. 2006 EQUITY INCENTIVE PLAN
THAT INCREASES THE NUMBER OF SHARES AVAILABLE
FOR ISSUANCE THEREUNDER.
05 TO APPROVE A NON-BINDING ADVISORY RESOLUTION ON Management Against Against
JUNIPER NETWORKS, INC.'S EXECUTIVE COMPENSATION.
06 TO APPROVE A NON-BINDING ADVISORY RESOLUTION ON Management Abstain Against
THE FREQUENCY OF EXECUTIVE COMPENSATION
ADVISORY VOTES IN THE FUTURE.
07 TO VOTE ON A STOCKHOLDER PROPOSAL, IF PROPERLY Shareholder Against
PRESENTED AT THE ANNUAL MEETING, REQUESTING THE
BOARD OF DIRECTOR TO TAKE THE NECESSARY STEPS TO
DECLASSIFY THE BOARD OF DIRECTORS AND ESTABLISH
ANNUAL ELECTIONS OF DIRECTORS, WHEREBY DIRECTORS
WOULD BE ELECTED ANNUALLY AND NOT BY CLASSES.
Page 40 of 48 06-Jul-2011
Investment Company Report
NATIONAL OILWELL VARCO, INC.
Security 637071101 Meeting Type Annual
Ticker Symbol NOV Meeting Date 19-May-2011
ISIN US6370711011 Agenda 933414853 - Management
For/Against
Item Proposal Type Vote Management
----- --------------------------------------------------- ----------- ------- -----------
1A ELECTION OF DIRECTOR: ROBERT E. BEAUCHAMP Management For For
1B ELECTION OF DIRECTOR: JEFFERY A. SMISEK Management For For
02 RATIFICATION OF INDEPENDENT AUDITORS. Management For For
03 APPROVE, BY NON-BINDING VOTE, THE COMPENSATION OF Management Against Against
OUR NAMED EXECUTIVE OFFICERS.
04 RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY OF Management Abstain Against
THE ADVISORY VOTE ON NAMED EXECUTIVE OFFICER
COMPENSATION.
05 APPROVE AN AMENDMENT TO OUR AMENDED AND Management For For
RESTATED CERTIFICATE OF INCORPORATION TO PROVIDE
FOR THE ANNUAL ELECTION OF ALL DIRECTORS.
06 APPROVE AN AMENDMENT TO OUR AMENDED AND Management For For
RESTATED CERTIFICATE OF INCORPORATION TO
INCREASE THE NUMBER OF AUTHORIZED SHARES OF
COMMON STOCK FROM 500,000,000 TO 1,000,000,000.
THE BOARD OF DIRECTORS RECOMMENDS YOU VOTE
"AGAINST" THE FOLLOWING PROPOSAL
07 STOCKHOLDER PROPOSAL. Shareholder For Against
Page 41 of 48 06-Jul-2011
Investment Company Report
MEDCO HEALTH SOLUTION, INC.
SECURITY 58405U102 MEETING TYPE Annual
TICKER SYMBOL MHS MEETING DATE 24-May-2011
ISIN US58405U1025 AGENDA 933414423 - Management
For/Against
Item Proposal Type Vote Management
----- --------------------------------------------------- ----------- ------- -----------
1A ELECTION OF DIRECTOR: HOWARD W. BARKER, JR. Management For For
1B ELECTION OF DIRECTOR: JOHN L. CASSIS Management For For
1C ELECTION OF DIRECTOR: MICHAEL GOLDSTEIN Management For For
1D ELECTION OF DIRECTOR: CHARLES M. LILLIS Management For For
1E ELECTION OF DIRECTOR: MYRTLE S. POTTER Management For For
1F ELECTION OF DIRECTOR: WILLIAM L. ROPER Management For For
1G ELECTION OF DIRECTOR: DAVID B. SNOW, JR. Management For For
1H ELECTION OF DIRECTOR: DAVID D. STEVENS Management For For
1I ELECTION OF DIRECTOR: BLENDA J. WILSON Management For For
02 RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY
FOR THE 2011 FISCAL YEAR
03 APPROVAL OF AMENDMENTS TO THE COMPANY'S Management For For
CERTIFICATE OF INCORPORATION
04 APPROVAL OF THE COMPANY'S AMENDED AND RESTATED Management Against Against
STOCK INCENTIVE PLAN
05 APPROVAL OF AN ADVISORY VOTE ON THE COMPENSATION Management Against Against
OF THE COMPANY'S NAMED EXECUTIVE OFFICERS
06 APPROVAL OF AN ADVISORY VOTE ON THE FREQUENCY OF Management Abstain Against
A SHAREHOLDER ADVISORY VOTE ON THE COMPENSATION
OF THE COMPANY'S NAMED EXECUTIVE OFFICERS
07 SHAREHOLDER PROPOSAL REGARDING EXECUTIVE EQUITY Shareholder For Against
HOLDING REQUIREMENTS
Page 42 of 48 06-Jul-2011
Investment Company Report
EXXON MOBIL CORPORATION
SECURITY 30231G102 MEETING TYPE Annual
TICKER SYMBOL XOM MEETING DATE 25-May-2011
ISIN US30231G1022 AGENDA 933416908 - Management
For/Against
Item Proposal Type Vote Management
----- --------------------------------------------------- ----------- ------- -----------
01 DIRECTOR Management
1 M.J. BOSKIN For For
2 P. BRABECK-LETMATHE For For
3 L.R. FAULKNER For For
4 J.S. FISHMAN For For
5 K.C. FRAZIER For For
6 W.W. GEORGE For For
7 M.C. NELSON For For
8 S.J. PALMISANO For For
9 S.S. REINEMUND For For
10 R.W. TILLERSON For For
11 E.E. WHITACRE, JR. For For
02 RATIFICATION OF INDEPENDENT AUDITORS (PAGE 55) Management For For
03 ADVISORY VOTE ON EXECUTIVE COMPENSATION (PAGE 56) Management Against Against
04 FREQUENCY OF ADVISORY VOTE ON EXECUTIVE
COMPENSATION (PAGE 57) Management Abstain Against
05 INDEPENDENT CHAIRMAN (PAGE 58) Shareholder Against For
06 REPORT ON POLITICAL CONTRIBUTIONS (PAGE 59) Shareholder Against For
07 AMENDMENT OF EEO POLICY (PAGE 61) Shareholder Against For
08 POLICY ON WATER (PAGE 62) Shareholder Against For
09 REPORT ON CANADIAN OIL SANDS (PAGE 64) Shareholder Against For
10 REPORT ON NATURAL GAS PRODUCTION (PAGE 65) Shareholder Against For
11 REPORT ON ENERGY TECHNOLOGY (PAGE 67) Shareholder Against For
12 GREENHOUSE GAS EMISSIONS GOALS (PAGE 68) Shareholder Against For
Page 43 of 48 06-Jul-2011
Investment Company Report
CHEVRON CORPORATION
SECURITY 166764100 MEETING TYPE Annual
TICKER SYMBOL CVX MEETING DATE 25-May-2011
ISIN US1667641005 AGENDA 933419687 - Management
For/Against
Item Proposal Type Vote Management
----- --------------------------------------------------- ----------- ------- -----------
1A ELECTION OF DIRECTOR: L.F. DEILY Management For For
1B ELECTION OF DIRECTOR: R.E. DENHAM Management For For
1C ELECTION OF DIRECTOR: R.J. EATON Management For For
1D ELECTION OF DIRECTOR: C. HAGEL Management For For
1E ELECTION OF DIRECTOR: E. HERNANDEZ Management For For
1F ELECTION OF DIRECTOR: G.L. KIRKLAND Management For For
1G ELECTION OF DIRECTOR: D.B. RICE Management For For
1H ELECTION OF DIRECTOR: K.W. SHARER Management For For
1I ELECTION OF DIRECTOR: C.R. SHOEMATE Management For For
1J ELECTION OF DIRECTOR: J.G. STUMPF Management For For
1K ELECTION OF DIRECTOR: R.D. SUGAR Management For For
1L ELECTION OF DIRECTOR: C. WARE Management For For
1M ELECTION OF DIRECTOR: J.S. WATSON Management For For
02 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC Management For For
ACCOUNTING FIRM.
03 ADVISORY VOTE ON NAMED EXECUTIVE OFFICER Management Against Against
COMPENSATION.
04 ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY Management Abstain Against
VOTES ON NAMED EXECUTIVE OFFICER COMPENSATION.
05 INDEPENDENT DIRECTOR WITH ENVIRONMENTAL Shareholder Against For
EXPERTISE.
06 HUMAN RIGHTS COMMITTEE. Shareholder Against For
07 SUSTAINABILITY METRIC FOR EXECUTIVE COMPENSATION. Shareholder Against For
08 GUIDELINES FOR COUNTRY SELECTION. Shareholder Against For
09 FINANCIAL RISKS FROM CLIMATE CHANGE. Shareholder Against For
10 HYDRAULIC FRACTURING. Shareholder Against For
11 OFFSHORE OIL WELLS. Shareholder Against For
Page 44 of 48 06-Jul-2011
Investment Company Report
GOOGLE INC.
SECURITY 38259P508 MEETING TYPE Annual
TICKER SYMBOL GOOG MEETING DATE 02-Jun-2011
ISIN US38259P5089 AGENDA 933424373 - Management
For/Against
Item Proposal Type Vote Management
----- --------------------------------------------------- ----------- ------- -----------
01 DIRECTOR Management
1 LARRY PAGE For For
2 SERGEY BRIN For For
3 ERIC E. SCHMIDT For For
4 L. JOHN DOERR For For
5 JOHN L. HENNESSY For For
6 ANN MATHER For For
7 PAUL S. OTELLINI For For
8 K. RAM SHRIRAM For For
9 SHIRLEY M. TILGHMAN For For
02 THE RATIFICATION OF ERNST & YOUNG LLP AS GOOGLE'S Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR ENDING DECEMBER 31, 2011.
03 THE APPROVAL OF AN AMENDMENT TO GOOGLE'S 2004 Management Against Against
STOCK PLAN TO INCREASE THE NUMBER OF AUTHORIZED
SHARES OF CLASS A COMMON STOCK ISSUABLE UNDER
THE PLAN BY 1,500,000.
04 THE APPROVAL OF 2010 COMPENSATION AWARDED TO Management Against Against
NAMED EXECUTIVE OFFICERS.
05 THE FREQUENCY OF FUTURE STOCKHOLDER ADVISORY Management Abstain Against
VOTES REGARDING COMPENSATION AWARDED TO NAMED
EXECUTIVE OFFICERS.
06 A STOCKHOLDER PROPOSAL REGARDING THE FORMATION Shareholder Against For
OF A BOARD COMMITTEE ON SUSTAINABILITY, IF
PROPERLY PRESENTED AT THE MEETING.
07 A STOCKHOLDER PROPOSAL REGARDING THE ADOPTION Shareholder For Against
OF A SIMPLE MAJORITY VOTING STANDARD FOR
STOCKHOLDER MATTERS, IF PROPERLY PRESENTED AT
THE MEETING.
08 A STOCKHOLDER PROPOSAL REGARDING A CONFLICT OF Shareholder Against For
INTEREST AND CODE OF CONDUCT COMPLIANCE REPORT,
IF PROPERLY PRESENTED AT THE MEETING.
Page 45 of 48 06-Jul-2011
Investment Company Report
AMAZON.COM, INC.
SECURITY 023135106 MEETING TYPE Annual
TICKER SYMBOL AMZN MEETING DATE 07-Jun-2011
ISIN US0231351067 AGENDA 933435566 - Management
For/Against
Item Proposal Type Vote Management
----- --------------------------------------------------- ----------- ------- -----------
1A ELECTION OF DIRECTOR: JEFFREY P. BEZOS Management For For
1B ELECTION OF DIRECTOR: TOM A. ALBERG Management For For
1C ELECTION OF DIRECTOR: JOHN SEELY BROWN Management For For
1D ELECTION OF DIRECTOR: WILLIAM B. GORDON Management For For
1E ELECTION OF DIRECTOR: ALAIN MONIE Management For For
1F ELECTION OF DIRECTOR: JONATHAN J. RUBINSTEIN Management For For
1G ELECTION OF DIRECTOR: THOMAS O. RYDER Management For For
1H ELECTION OF DIRECTOR: PATRICIA Q. STONESIFER Management For For
02 RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS Management For For
OUR INDEPENDENT AUDITORS FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2011.
03 ADVISORY VOTE ON EXECUTIVE COMPENSATION. Management Against Against
04 ADVISORY VOTE ON THE FREQUENCY OF FUTURE Management Abstain Against
ADVISORY VOTES ON EXECUTIVE COMPENSATION.
05 SHAREHOLDER PROPOSAL REGARDING SHAREHOLDER Shareholder For Against
OWNERSHIP THRESHOLD FOR CALLING A SPECIAL
MEETING OF SHAREHOLDERS.
06 SHAREHOLDER PROPOSAL REGARDING AN ASSESSMENT Shareholder Against For
AND REPORT CONCERNING CLIMATE CHANGE.
Page 46 of 48 06-Jul-2011
Investment Company Report
CME GROUP
SECURITY 12572Q105 MEETING TYPE Annual
TICKER SYMBOL CME MEETING DATE 08-Jun-2011
ISIN US12572Q1058 AGENDA 933430984 - Management
For/Against
Item Proposal Type Vote Management
----- --------------------------------------------------- ----------- ------- -----------
01 DIRECTOR Management
1 CRAIG S. DONOHUE For For
2 TIMOTHY S. BITSBERGER For For
3 JACKIE M. CLEGG For For
4 JAMES A. DONALDSON For For
5 J. DENNIS HASTERT For For
6 WILLIAM P. MILLER II For For
7 TERRY L. SAVAGE For For
8 CHRISTOPHER STEWART For For
02 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG Management For For
LLP AS OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM.
03 ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED Management Against Against
EXECUTIVE OFFICERS.
04 ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY Management Abstain Against
VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE
OFFICERS.
Page 47 of 48 06-Jul-2011
Investment Company Report
FREEPORT-MCMORAN COPPER & GOLD INC.
SECURITY 35671D857 MEETING TYPE Annual
TICKER SYMBOL FCX MEETING DATE 15-Jun-2011
ISIN US35671D8570 AGENDA 933435720 - Management
For/Against
Item Proposal Type Vote Management
----- --------------------------------------------------- ----------- ------- -----------
1 DIRECTOR Management
1 RICHARD C. ADKERSON For For
2 ROBERT J. ALLISON, JR. For For
3 ROBERT A. DAY For For
4 GERALD J. FORD For For
5 H. DEVON GRAHAM, JR. For For
6 CHARLES C. KRULAK For For
7 BOBBY LEE LACKEY For For
8 JON C. MADONNA For For
9 DUSTAN E. MCCOY For For
10 JAMES R. MOFFETT For For
11 B.M. RANKIN, JR. For For
12 STEPHEN H. SIEGELE For For
2 APPROVAL, ON AN ADVISORY BASIS, OF THE Management Against Against
COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.
3 APPROVAL, ON AN ADVISORY BASIS, OF THE FREQUENCY Management Abstain Against
OF FUTURE ADVISORY VOTES ON THE COMPENSATION OF
OUR NAMED EXECUTIVE OFFICERS.
4 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG Management For For
LLP AS THE INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM.
5 STOCKHOLDER PROPOSAL REGARDING THE SELECTION OF Shareholder Against For
A CANDIDATE WITH ENVIRONMENTAL EXPERTISE TO BE
RECOMMENDED FOR ELECTION TO THE COMPANY'S BOARD
OF DIRECTORS.
Page 48 of 48 06-Jul-2011
Pursuant to the requirements of the Investment Company Act of 1940,
the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly
authorized.
(Registrant) Northeast Investors Growth Fund
/s/ William A. Oates
By (Signature and Title)* William A. Oates, President and Trustee
Date August 29, 2011
* Print the name and title of each signing officer under his or her
signature
By the Commission