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: 811-03694 Exact name of registrant as specified in charter: Oppenheimer Gold & Special Minerals Fund Address of principal executive offices: 6803 South Tucson Way Centennial, CO 80112-3924 Name and address of agent for service: Arthur S. Gabinet, Executive Vice President & General Counsel OFI Global Asset Management, Inc. Two World Financial Center 225 Liberty Street New York, NY 10281-1008 Registrant's telephone number, including area code: 303-768-3200 Date of fiscal year end: 6/30 Date of reporting period: 07/01/2012-06/30/2013 Item 1. ******************************* FORM N-PX REPORT ******************************* ICA File Number: 811-03694 Reporting Period: 07/01/2012 - 06/30/2013 Oppenheimer Gold & Special Minerals Fund =================== Oppenheimer Gold & Special Minerals Fund =================== AGNICO-EAGLE MINES LIMITED Ticker: AEM Security ID: 008474108 Meeting Date: APR 26, 2013 Meeting Type: Annual/Special Record Date: MAR 11, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.01 Elect Director Leanne M. Baker For For Management 1.02 Elect Director Douglas R. Beaumont For For Management 1.03 Elect Director Sean Boyd For For Management 1.04 Elect Director Martine A. Celej For For Management 1.05 Elect Director Clifford J. Davis For For Management 1.06 Elect Director Robert J. Gemmell For For Management 1.07 Elect Director Bernard Kraft For For Management 1.08 Elect Director Mel Leiderman For For Management 1.09 Elect Director James D. Nasso For For Management 1.10 Elect Director Sean Riley For For Management 1.11 Elect Director J. Merfyn Roberts For For Management 1.12 Elect Director Howard R. Stockford For For Management 1.13 Elect Director Pertti Voutilainen For For Management 2 Approve Ernst & Young LLP as Auditors For For Management and Authorize Board to Fix Their Remuneration 3 Amend Stock Option Plan For For Management 4 Change Company Name to Agnico Eagle For For Management Mines Limited/Mines Agnico Eagle Limitee 5 Approve Advance Notice Policy For For Management 6 Advisory Vote on Executive For For Management Compensation Approach -------------------------------------------------------------------------------- ALACER GOLD CORP. Ticker: AQG Security ID: 010679108 Meeting Date: JUN 11, 2013 Meeting Type: Annual/Special Record Date: APR 30, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Timothy J. Haddon For For Management 1.2 Elect Director David F. Quinlivan For For Management 1.3 Elect Director Jan A. Castro For For Management 1.4 Elect Director Stephanie J. Unwin For For Management 1.5 Elect Director Edward C. Dowling, Jr. For For Management 1.6 Elect Director Rohan I. Williams For For Management 1.7 Elect Director Richard P. Graff For For Management 2 Approve PricewaterhouseCoopers LLP as For For Management Auditors and Authorize Board to Fix Their Remuneration 3 Approve Shareholder Rights Plan For For Management -------------------------------------------------------------------------------- ALAMOS GOLD INC. Ticker: AGI Security ID: 011527108 Meeting Date: JUN 06, 2013 Meeting Type: Annual Record Date: MAY 03, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1 Fix Number of Directors at Six For For Management 2.1 Elect Director Mark Wayne For For Management 2.2 Elect Director John A. McCluskey For For Management 2.3 Elect Director Kenneth Stowe For For Management 2.4 Elect Director David Gower For For Management 2.5 Elect Director Paul J. Murphy For For Management 2.6 Elect Director Anthony Garson For For Management 3 Approve Ernst & Young LLP as Auditors For For Management and Authorize Board to Fix Their Remuneration -------------------------------------------------------------------------------- ALLIED NEVADA GOLD CORP. Ticker: ANV Security ID: 019344100 Meeting Date: MAY 02, 2013 Meeting Type: Annual Record Date: MAR 08, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Robert M. Buchan For For Management 1b Elect Director John W. Ivany For For Management 1c Elect Director Cameron A. Mingay For For Management 1d Elect Director Terry M. Palmer For For Management 1e Elect Director Carl A. Pescio For For Management 1f Elect Director A. Murray Sinclair For Withhold Management 1g Elect Director Robert G. Wardell For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- ANGLOGOLD ASHANTI LTD Ticker: ANG Security ID: 035128206 Meeting Date: MAY 13, 2013 Meeting Type: Annual Record Date: APR 15, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1 Reappoint Ernst & Young Inc as For For Management Auditors of the Company 2 Elect Michael Kirkwood as Director For For Management 3 Elect Tony O'Neill as Director For For Management 4 Re-elect Srinivasan Venkatakrishnan For For Management (Venkat) as Director 5 Re-elect Wiseman Nkuhlu as Member of For For Management the Audit and Corporate Governance Committee 6 Elect Michael Kirkwood as Member of For For Management the Audit and Corporate Governance Committee 7 Re-elect Rhidwaan Gasant as Member of For For Management the Audit and Corporate Governance Committee 8 Re-elect Nozipho January-Bardill as For For Management Member of the Audit and Corporate Governance Committee 9 Place Authorised but Unissued Shares For For Management under Control of Directors 10 Authorise Board to Issue Shares for For For Management Cash up to a Maximum of Five Percent of Issued Share Capital 11 Approve Remuneration Policy For For Management 12 Approve Increase in Non-executive For For Management Directors Fees 13 Approve Increase in Non-executive For For Management Directors' Fees for Board Committees and Statutory Committee Meetings 14 Authorise Repurchase of Up to Five For For Management Percent of Issued Share Capital 15 Approve Financial Assistance to For Against Management Related or Inter-related Company or Corporation -------------------------------------------------------------------------------- ARGONAUT GOLD INC Ticker: AR Security ID: 04016A101 Meeting Date: DEC 06, 2012 Meeting Type: Special Record Date: NOV 01, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Amalgamation of Prodigy Gold For For Management Incorporated and 0954007 B.C. Ltd., a Direct Wholly-Owned Subsidiary of the Company -------------------------------------------------------------------------------- ARGONAUT GOLD INC Ticker: AR Security ID: 04016A101 Meeting Date: MAY 07, 2013 Meeting Type: Annual/Special Record Date: MAR 26, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Peter C. Dougherty For For Management 1.2 Elect Director Brian J. Kennedy For For Management 1.3 Elect Director James E. Kofman For For Management 1.4 Elect Director Christopher R. Lattanzi For For Management 1.5 Elect Director Peter Mordaunt For For Management 1.6 Elect Director Dale C. Peniuk For For Management 1.7 Elect Director David H. Watkins For For Management 2 Approve PricewaterhouseCoopers LLP as For For Management Auditors and Authorize Board to Fix Their Remuneration 3 Approve Advance Notice Policy For For Management 4 Re-approve Share Incentive Plan For For Management -------------------------------------------------------------------------------- AURICO GOLD INC. Ticker: AUQ Security ID: 05155C105 Meeting Date: MAY 13, 2013 Meeting Type: Annual/Special Record Date: APR 10, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Colin K. Benner For For Management 1.2 Elect Director Luis M. Chavez For For Management 1.3 Elect Director Richard M. Colterjohn For For Management 1.4 Elect Director Mark J. Daniel For For Management 1.5 Elect Director Patrick D. Downey For For Management 1.6 Elect Director Alan R. Edwards For For Management 1.7 Elect Director Scott G. Perry For For Management 1.8 Elect Director Ronald E. Smith For For Management 1.9 Elect Director Joseph G. Spiteri For For Management 2 Approve KPMG LLP as Auditors and For For Management Authorize Board to Fix Their Remuneration 3 Approve Shareholder Rights Plan For For Management 4 Approve Omnibus Long-Term Incetive Plan For For Management 5 Advisory Vote on Executive For For Management Compensation Approach -------------------------------------------------------------------------------- AVION GOLD CORP. Ticker: AVR Security ID: 053750105 Meeting Date: OCT 12, 2012 Meeting Type: Special Record Date: SEP 07, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Acquisition by Endeavour Gold For For Management Corporation (a Subsidiary of Endeavour Mining Corporation) or 0947263 B.C. Unlimited Liability Company (a Subsidiary of Endeavour Gold Corporation) -------------------------------------------------------------------------------- B2GOLD CORP. Ticker: BTO Security ID: 11777Q209 Meeting Date: DEC 20, 2012 Meeting Type: Special Record Date: NOV 19, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Issue Shares in Connection with For For Management Acquisition of CGA Mining Limited -------------------------------------------------------------------------------- B2GOLD CORP. Ticker: BTO Security ID: 11777Q209 Meeting Date: JUN 14, 2013 Meeting Type: Annual Record Date: MAY 10, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1 Fix Number of Directors at Eight For For Management 2.1 Elect Director Clive Johnson For For Management 2.2 Elect Director Robert Cross For For Management 2.3 Elect Director Robert Gayton For For Management 2.4 Elect Director Barry Rayment For For Management 2.5 Elect Director Jerry Korpan For For Management 2.6 Elect Director John Ivany For For Management 2.7 Elect Director Bongani Mtshisi For For Management 2.8 Elect Director Michael Carrick For For Management 3 Approve PricewaterhouseCoopers LLP as For For Management Auditors and Authorize Board to Fix Their Remuneration -------------------------------------------------------------------------------- BANRO CORPORATION Ticker: BAA Security ID: 066800103 Meeting Date: JUN 28, 2013 Meeting Type: Annual/Special Record Date: MAY 28, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John A. Clarke For Withhold Management 1.2 Elect Director Maurice J. Colson For For Management 1.3 Elect Director Peter N. Cowley For Withhold Management 1.4 Elect Director Peter V. Gundy For For Management 1.5 Elect Director Arnold T. Kondrat For Withhold Management 1.6 Elect Director Richard J. Lachcik For Withhold Management 1.7 Elect Director Bernard R. van Rooyen For Withhold Management 2 Approve Deloitte LLP as Auditors and For For Management Authorize Board to Fix Their Remuneration 3 Approve Advance Notice Policy For For Management -------------------------------------------------------------------------------- BARRICK GOLD CORPORATION Ticker: ABX Security ID: 067901108 Meeting Date: APR 24, 2013 Meeting Type: Annual Record Date: FEB 27, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Howard L. Beck For For Management 1.2 Elect Director William D. Birchall For For Management 1.3 Elect Director Donald J. Carty For For Management 1.4 Elect Director Gustavo Cisneros For For Management 1.5 Elect Director Robert M. Franklin For For Management 1.6 Elect Director J. Brett Harvey For For Management 1.7 Elect Director Dambisa Moyo For For Management 1.8 Elect Director Brian Mulroney For For Management 1.9 Elect Director Anthony Munk For For Management 1.10 Elect Director Peter Munk For For Management 1.11 Elect Director Steven J. Shapiro For For Management 1.12 Elect Director Jamie C. Sokalsky For For Management 1.13 Elect Director John L. Thornton For For Management 2 Approve PricewaterhouseCoopers LLP as For For Management Auditors and Authorize Board to Fix Their Remuneration 3 Advisory Vote on Executive For Against Management Compensation Approach -------------------------------------------------------------------------------- BEADELL RESOURCES LTD. Ticker: BDR Security ID: Q1398U103 Meeting Date: MAY 24, 2013 Meeting Type: Annual Record Date: MAY 22, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve the Remuneration Report For For Management 2 Elect Craig Readhead as a Director For For Management 3 Elect Robert Watkins as a Director For For Management 4 Approve the Performance Rights Plan For For Management 5 Approve the Potential Termination For For Management Benefits Under the Performance Rights Plan 6 Approve the Grant of Up to 243,524 For For Management Performance Rights to Robert Watkins, Executive Director of the Company 7 Approve the Grant of Up to 411,224 For For Management Performance Rights to Peter Bowler, Managing Director of the Company 8 Ratify the Past Issuance of 27.47 For For Management Million Shares to Professional and Sophisticated Investors 9 Renew the Proportional Takeover For For Management Provisions 10 Approve the Spill Resolution Against Against Management -------------------------------------------------------------------------------- CAMECO CORPORATION Ticker: CCO Security ID: 13321L108 Meeting Date: MAY 14, 2013 Meeting Type: Annual Record Date: MAR 15, 2013 # Proposal Mgt Rec Vote Cast Sponsor A The Undersigned Hereby Certifies that None Against Management the Shares Represented by this Proxy are Owned and Controlled by a Canadian B1 Elect Director Ian Bruce For For Management B2 Elect Director Daniel Camus For For Management B3 Elect Director John Clappison For For Management B4 Elect Director Joe Colvin For For Management B5 Elect Director James Curtiss For For Management B6 Elect Director Donald Deranger For For Management B7 Elect Director Tim Gitzel For For Management B8 Elect Director James Gowans For For Management B9 Elect Director Nancy Hopkins For For Management B10 Elect Director Anne McLellan For For Management B11 Elect Director Neil McMillan For For Management B12 Elect Director Victor Zaleschuk For For Management C Ratify KPMG LLP as Auditors For For Management D Advisory Vote on Executive For For Management Compensation Approach -------------------------------------------------------------------------------- CAPSTONE MINING CORP. Ticker: CS Security ID: 14068G104 Meeting Date: MAY 08, 2013 Meeting Type: Annual Record Date: APR 05, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1 Fix Number of Directors at Eight For For Management 2.1 Elect Director Lawrence I. Bell For For Management 2.2 Elect Director George L. Brack For For Management 2.3 Elect Director Chantal Gosselin For For Management 2.4 Elect Director GookHo Lee For For Management 2.5 Elect Director Kalidas Madhavpeddi For For Management 2.6 Elect Director Dale C. Peniuk For For Management 2.7 Elect Director Darren M. Pylot For For Management 2.8 Elect Director Richard N. Zimmer For For Management 3 Approve Deloitte LLP as Auditors and For For Management Authorize Board to Fix Their Remuneration 4 Approve Advance Notice Policy For For Management -------------------------------------------------------------------------------- CATERPILLAR INC. Ticker: CAT Security ID: 149123101 Meeting Date: JUN 12, 2013 Meeting Type: Annual Record Date: APR 15, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director David L. Calhoun For For Management 1.2 Elect Director Daniel M. Dickinson For For Management 1.3 Elect Director Juan Gallardo For For Management 1.4 Elect Director David R. Goode For For Management 1.5 Elect Director Jesse J. Greene, Jr. For For Management 1.6 Elect Director Jon M. Huntsman, Jr. For For Management 1.7 Elect Director Peter A. Magowan For For Management 1.8 Elect Director Dennis A. Muilenburg For For Management 1.9 Elect Director Douglas R. Oberhelman For For Management 1.10 Elect Director William A. Osborn For For Management 1.11 Elect Director Charles D. Powell For For Management 1.12 Elect Director Edward B. Rust, Jr. For For Management 1.13 Elect Director Susan C. Schwab For For Management 1.14 Elect Director Joshua I. Smith For For Management 1.15 Elect Director Miles D. White For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Require a Majority Vote for the Against For Shareholder Election of Directors 5 Provide Right to Act by Written Consent Against For Shareholder 6 Stock Retention/Holding Period Against For Shareholder 7 Include Sustainability as a Against Abstain Shareholder Performance Measure for Senior Executive Compensation 8 Review and Assess Human Rights Policies Against For Shareholder 9 Prohibit Sales to the Government of Against Abstain Shareholder Sudan -------------------------------------------------------------------------------- COEUR D'ALENE MINES CORPORATION Ticker: CDE Security ID: 192108504 Meeting Date: MAY 14, 2013 Meeting Type: Annual Record Date: MAR 11, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Linda L. Adamany For For Management 1.2 Elect Director Kevin S. Crutchfield For For Management 1.3 Elect Director Sebastian Edwards For For Management 1.4 Elect Director Randolph E. Gress For For Management 1.5 Elect Director Mitchell J. Krebs For For Management 1.6 Elect Director Robert E. Mellor For For Management 1.7 Elect Director John H. Robinson For For Management 1.8 Elect Director J. Kenneth Thompson For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management 4 Change State of Incorporation [from For For Management Idaho to Delaware] -------------------------------------------------------------------------------- COMPANIA DE MINAS BUENAVENTURA S.A. Ticker: BUENAVC1 Security ID: 204448104 Meeting Date: MAR 26, 2013 Meeting Type: Annual Record Date: MAR 11, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Annual Report For For Management 2 Accept Financial Statements and For For Management Statutory Reports 3 Approve Dividends For For Management 4 Elect External Auditors for Fiscal For For Management Year 2013 5 Approve Merger by Absorption of For For Management Compania de Exploraciones, Desarrollo e Inversiones Mineras SAC by Company 6 Approve Merger by Absorption of For For Management Inversiones Colquijirca SA by Company -------------------------------------------------------------------------------- COMPANIA DE MINAS BUENAVENTURA S.A. Ticker: BUENAVC1 Security ID: 204448104 Meeting Date: JUN 07, 2013 Meeting Type: Special Record Date: MAY 23, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financing Operations For For Management Including, Issuance of Bonds and Obtainment of Loans and credit Facilities; Authorize Board to Approve all Agreements Related to Financing Operations -------------------------------------------------------------------------------- DETOUR GOLD CORPORATION Ticker: DGC Security ID: 250669108 Meeting Date: MAY 09, 2013 Meeting Type: Annual/Special Record Date: APR 04, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Peter E. Crossgrove For For Management 1.2 Elect Director Louis Dionne For For Management 1.3 Elect Director Robert E. Doyle For For Management 1.4 Elect Director Andre Falzon For For Management 1.5 Elect Director Ingrid J. Hibbard For For Management 1.6 Elect Director J. Michael Kenyon For For Management 1.7 Elect Director Alex G. Morrison For For Management 1.8 Elect Director Gerald S. Panneton For For Management 1.9 Elect Director Jonathan Rubenstein For For Management 1.10 Elect Director Graham Wozniak For For Management 2 Approve KPMG LLP as Auditors and For For Management Authorize Board to Fix Their Remuneration 3 Amend By-Laws For For Management 4 Approve Increase in Maximum Number of For For Management Directors from Ten to Sixteen 5 Re-approve Stock Option Plan For Against Management -------------------------------------------------------------------------------- DULUTH METALS LIMITED Ticker: DM Security ID: 26443R100 Meeting Date: JUN 13, 2013 Meeting Type: Annual Record Date: MAY 03, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Christopher C. Dundas For For Management 1b Elect Director Alar Soever For For Management 1c Elect Director James J. Jackson For For Management 1d Elect Director Barry D. Simmons For For Management 1e Elect Director Thomas F. Pugsley For For Management 1f Elect Director Mark D. Cowan For For Management 1g Elect Director John F. Sattler For For Management 1h Elect Director Edward M. Smith For For Management 2 Approve KPMG LLP as Auditors and For For Management Authorize Board to Fix Their Remuneration -------------------------------------------------------------------------------- DUNDEE PRECIOUS METALS INC. Ticker: DPM Security ID: 265269209 Meeting Date: MAY 09, 2013 Meeting Type: Annual/Special Record Date: MAR 21, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Derek H.L. Buntain For For Management 1.2 Elect Director R. Peter Gillin For For Management 1.3 Elect Director Jonathan Goodman For For Management 1.4 Elect Director Richard Howes For For Management 1.5 Elect Director Murray John For For Management 1.6 Elect Director Jeremy Kinsman For For Management 1.7 Elect Director Garth A.C. MacRae For For Management 1.8 Elect Director Peter Nixon For For Management 1.9 Elect Director Ronald Singer For For Management 1.10 Elect Director Eira Thomas For For Management 1.11 Elect Director Anthony P. Walsh For For Management 1.12 Elect Director William G. Wilson For For Management 1.13 Elect Director Donald Young For For Management 2 Approve PricewaterhouseCoopers LLP as For For Management Auditors and Authorize Board to Fix Their Remuneration 3 Approve Repricing of Warrants For For Management 4 Establish Range for Board Size For For Management -------------------------------------------------------------------------------- ELDORADO GOLD CORPORATION Ticker: ELD Security ID: 284902103 Meeting Date: MAY 02, 2013 Meeting Type: Annual Record Date: MAR 15, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director K. Ross Cory For For Management 1.2 Elect Director Robert R. Gilmore For For Management 1.3 Elect Director Geoffrey A. Handley For For Management 1.4 Elect Director Wayne D. Lenton For For Management 1.5 Elect Director Michael A. Price For For Management 1.6 Elect Director Steven P. Reid For For Management 1.7 Elect Director Jonathan A. Rubenstein For For Management 1.8 Elect Director Donald M. Shumka For For Management 1.9 Elect Director Paul N. Wright For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Authorize Board to Fix Remuneration of For For Management Auditors -------------------------------------------------------------------------------- ENDEAVOUR MINING CORP. Ticker: EDV Security ID: G3040R109 Meeting Date: OCT 12, 2012 Meeting Type: Special Record Date: SEP 07, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Issuance of Shares in For For Management Connection with Acquisition of Avion Gold Corporation -------------------------------------------------------------------------------- ENDEAVOUR MINING CORP. Ticker: EDV Security ID: G3040R109 Meeting Date: JUN 05, 2013 Meeting Type: Annual Record Date: APR 30, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael E. Beckett For For Management 1.2 Elect Director Jorge L. Gamarci For For Management 1.3 Elect Director Antony Harwood For For Management 1.4 Elect Director Ian Henderson For For Management 1.5 Elect Director Wayne McManus For For Management 1.6 Elect Director Neil Woodyer For For Management 2 Approve Deloitte LLP as Auditors and For For Management Authorize Board to Fix Their Remuneration -------------------------------------------------------------------------------- EVOLUTION MINING LTD. Ticker: EVN Security ID: Q3647R147 Meeting Date: NOV 27, 2012 Meeting Type: Annual Record Date: NOV 25, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve the Adoption of the For For Management Remuneration Report 2 Elect Graham Freestone as a Director For For Management 3 Approve the Issuance of Up to 1.06 For For Management Million Performance Rights to Jacob 'Jake' Klein, Executive Chairman of the Board -------------------------------------------------------------------------------- EXTORRE GOLD MINES LIMITED Ticker: XG Security ID: 30227B109 Meeting Date: AUG 15, 2012 Meeting Type: Special Record Date: JUL 09, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Acquisition by Yamana Gold Inc. For For Management -------------------------------------------------------------------------------- FIRST MAJESTIC SILVER CORP. Ticker: FR Security ID: 32076V103 Meeting Date: MAY 23, 2013 Meeting Type: Annual Record Date: APR 01, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1 Fix Number of Directors at Seven For For Management 2.1 Elect Director Keith Neumeyer For For Management 2.2 Elect Director Ramon Davila For For Management 2.3 Elect Director Robert A. McCallum For For Management 2.4 Elect Director Douglas Penrose For For Management 2.5 Elect Director Tony Pezzotti For For Management 2.6 Elect Director David Shaw For For Management 2.7 Elect Director Robert Young For For Management 3 Ratify Deloitte LLP as Auditors For For Management 4 Authorize Board to Fix Remuneration of For For Management Auditors 5 Approve Advance Notice Policy For For Management -------------------------------------------------------------------------------- FIRST QUANTUM MINERALS LTD. Ticker: FM Security ID: 335934105 Meeting Date: MAY 07, 2013 Meeting Type: Annual Record Date: MAR 25, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1 Fix Number of Directors at Nine For For Management 2.1 Elect Director Philip K. R. Pascall For For Management 2.2 Elect Director G. Clive Newall For For Management 2.3 Elect Director Martin R. Rowley For For Management 2.4 Elect Director Peter St. George For For Management 2.5 Elect Director Andrew B. Adams For For Management 2.6 Elect Director Michael Martineau For For Management 2.7 Elect Director Paul Brunner For For Management 2.8 Elect Director Michael Hanley For For Management 2.9 Elect Director Robert Harding For For Management 3 Approve PricewaterhouseCoopers LLP as For For Management Auditors and Authorize Board to Fix Their Remuneration 4 Advisory Vote on Executive For For Management Compensation Approach -------------------------------------------------------------------------------- FRANCO-NEVADA CORPORATION Ticker: FNV Security ID: 351858105 Meeting Date: MAY 08, 2013 Meeting Type: Annual/Special Record Date: MAR 20, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Pierre Lassonde For For Management 1.2 Elect Director David Harquail For For Management 1.3 Elect Director Derek W. Evans For For Management 1.4 Elect Director Graham Farquharson For For Management 1.5 Elect Director Louis Gignac For For Management 1.6 Elect Director Randall Oliphant For For Management 1.7 Elect Director David R. Peterson For For Management 2 Approve PricewaterhouseCoopers LLP as For For Management Auditors and Authorize Board to Fix Their Remuneration 3 Advisory Vote on Executive For For Management Compensation Approach -------------------------------------------------------------------------------- GOLD STANDARD VENTURES CORP Ticker: GSV Security ID: 380738104 Meeting Date: JUN 26, 2013 Meeting Type: Annual Record Date: MAY 17, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1 Fix Number of Directors at Seven For For Management 2.1 Elect Director Jonathan T. Awde For For Management 2.2 Elect Director David Morrell Cole For Withhold Management 2.3 Elect Director David C. Mathewson For For Management 2.4 Elect Director Robert J. McLeod For Withhold Management 2.5 Elect Director Richard S. Silas For For Management 2.6 Elect Director Jamie D. Strauss For For Management 2.7 Elect Director William E. Threlkeld For Withhold Management 3 Approve Davidson & Company LLP as For Withhold Management Auditors and Authorize Board to Fix Their Remuneration 4 Re-approve Stock Option Plan For For Management 5 Approve Advance Notice Policy For For Management -------------------------------------------------------------------------------- GOLDCORP INC. Ticker: G Security ID: 380956409 Meeting Date: MAY 02, 2013 Meeting Type: Annual/Special Record Date: MAR 18, 2013 # Proposal Mgt Rec Vote Cast Sponsor a1 Elect Director John P. Bell For For Management a2 Elect Director Beverley A. Briscoe For For Management a3 Elect Director Peter J. Dey For For Management a4 Elect Director Douglas M. Holtby For For Management a5 Elect Director Charles A. Jeannes For For Management a6 Elect Director P. Randy Reifel For For Management a7 Elect Director A. Dan Rovig For For Management a8 Elect Director Ian W. Telfer For For Management a9 Elect Director Blanca Trevino For For Management a10 Elect Director Kenneth F. Williamson For For Management 2 Approve Deloitte LLP as Auditors and For For Management Authorize Board to Fix Their Remuneration 3 Amend Restricted Share Unit Plan For For Management 4 Advisory Vote on Executive For For Management Compensation Approach -------------------------------------------------------------------------------- IAMGOLD CORPORATION Ticker: IMG Security ID: 450913108 Meeting Date: MAY 21, 2013 Meeting Type: Annual/Special Record Date: APR 15, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John E. Caldwell For For Management 1.2 Elect Director Donald K. Charter For For Management 1.3 Elect Director W. Robert Dengler For For Management 1.4 Elect Director Guy G. Dufresne For For Management 1.5 Elect Director Richard J. Hall For For Management 1.6 Elect Director Stephen J. J. Letwin For For Management 1.7 Elect Director Mahendra Naik For For Management 1.8 Elect Director William D. Pugliese For For Management 1.9 Elect Director John T. Shaw For For Management 1.10 Elect Director Timothy R. Snider For For Management 2 Approve KPMG LLP as Auditors and For For Management Authorize Board to Fix Their Remuneration 3 Advisory Vote on Executive For For Management Compensation Approach 4 Adopt By-Law Number Two For For Management -------------------------------------------------------------------------------- KINGSGATE CONSOLIDATED LTD. Ticker: KCN Security ID: Q5318K103 Meeting Date: NOV 21, 2012 Meeting Type: Annual Record Date: NOV 20, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Peter McAleer as a Director For For Management 2 Ratify the Past Issuance of 9.86 For For Management Million Shares to Institutional and Sophisticated Investors Including Existing Shareholders 3 Approve the Adoption of the For Against Management Remuneration Report 4 Approve the Grant of Up to 106,082 For Against Management Deferred Rights and 222,955 Performance Rights to Gavin Thomas, Managing Director of the Company -------------------------------------------------------------------------------- KINROSS GOLD CORPORATION Ticker: K Security ID: 496902404 Meeting Date: MAY 08, 2013 Meeting Type: Annual Record Date: MAR 14, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect John A. Brough as Director For For Management 1.2 Elect John K. Carrington as Director For For Management 1.3 Elect John M.H. Huxley as Director For For Management 1.4 Elect Kenneth C. Irving as Director For For Management 1.5 Elect John A. Keyes as Director For For Management 1.6 Elect John A. Macken as Director For For Management 1.7 Elect Catherine McLeod-Seltzer as For For Management Director 1.8 Elect John E. Oliver as Director For For Management 1.9 Elect Una M. Power as Director For For Management 1.10 Elect Terence C.W. Reid as Director For For Management 1.11 Elect J. Paul Rollinson as Director For For Management 1.12 Elect Ruth G. Woods as Director For For Management 2 Approve KPMG LLP as Auditors and For For Management Authorize Board to Fix Their Remuneration 3 Advisory Vote on Executive For For Management Compensation Approach -------------------------------------------------------------------------------- KIRKLAND LAKE GOLD INC. Ticker: KGI Security ID: 49740P106 Meeting Date: OCT 24, 2012 Meeting Type: Annual/Special Record Date: SEP 05, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Fix Number of Directors at Eight For For Management 2.1 Elect Brian E. Bayley as Director For For Management 2.2 Elect D. Harry W. Dobson as Director For Withhold Management 2.3 Elect Trevor M. Gabriel as Director For For Management 2.4 Elect Brian A. Hinchcliffe as Director For Withhold Management 2.5 Elect Pamela J. Klessig as Director For For Management 2.6 Elect Mark S. Tessier as Director For Withhold Management 2.7 Elect John S. Thomson as Director For Withhold Management 2.8 Elect Dawn P. Whittaker as Director For For Management 3 Approve KPMG LLP as Auditors and For For Management Authorize Board to Fix Their Remuneration 4 Re-approve Stock Option Plan For Against Management -------------------------------------------------------------------------------- KOZA ALTIN ISLETMELERI AS Ticker: KOZAL Security ID: M63730101 Meeting Date: MAY 10, 2013 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Presiding Council of Meeting and For For Management Authorize Presiding Council to Sign Minutes of Meeting 2 Accept Board Report For For Management 3 Accept Statutory Reports For For Management 4 Accept Financial Statements For For Management 5 Approve Discharge of Board For For Management 6 Approve Discharge of Auditors For For Management 7 Receive Information on Profit None None Management Distribution Policy 8 Approve Allocation of Income For For Management 9 Amend Company Articles For For Management 10 Elect Board of Directors and Internal For Against Management Auditors 11 Approve Remuneration Policy For For Management 12 Approve Director Remuneration For For Management 13 Ratify External Auditors For For Management 14 Approve Working Principles of the For For Management General Assembly 15 Receive Information on Company None None Management Disclosure Policy 16 Receive Information on Charitable For Against Management Donations and Approve Upper Limit of Donations for 2013 17 Grant Permission for Board Members to For For Management Engage in Commercial Transactions with Company and Be Involved with Companies with Similar Corporate Purpose and Receive Information on Related Party Transactions 18 Wishes None None Management -------------------------------------------------------------------------------- LYONDELLBASELL INDUSTRIES NV Ticker: LYB Security ID: N53745100 Meeting Date: MAY 22, 2013 Meeting Type: Annual Record Date: APR 24, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jacques Aigrain For For Management 1.2 Elect Director Scott M. Kleinman For For Management 1.3 Elect Director Bruce A. Smith For For Management 2 Adopt Financial Statements and For For Management Statutory Reports 3 Approve Discharge of Management Board For For Management 4 Approve Discharge of Supervisory Board For For Management 5 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 6 Ratify PricewaterhouseCoopers as For For Management Auditors 7 Approve Remuneration of Supervisory For For Management Board 8 Approve Dividends of USD 4.20 Per Share For For Management 9 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 10 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 11 Approve Cancellation of up to 10 For For Management Percent of Issued Share Capital in Treasury Account 12 Amend Articles of Association For For Management -------------------------------------------------------------------------------- MAG SILVER CORP. Ticker: MAG Security ID: 55903Q104 Meeting Date: JUN 18, 2013 Meeting Type: Annual/Special Record Date: MAY 14, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Daniel T. MacInnis For For Management 1.2 Elect Director Jonathan A. Rubenstein For For Management 1.3 Elect Director Eric H. Carlson For For Management 1.4 Elect Director Richard M. Colterjohn For For Management 1.5 Elect Director Derek C. White For For Management 1.6 Elect Director Peter K. Megaw For For Management 1.7 Elect Director Frank R. Hallam For For Management 1.8 Elect Director Richard P. Clark For For Management 1.9 Elect Director Peter D. Barnes For For Management 2 Approve Deloitte LLP as Auditors and For For Management Authorize Board to Fix Their Remuneration 3 Approve Shareholder Rights Plan For Against Management -------------------------------------------------------------------------------- MCEWEN MINING INC. Ticker: MUX Security ID: 58039P107 Meeting Date: MAY 16, 2013 Meeting Type: Annual Record Date: MAR 22, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert R. McEwen For For Management 1.2 Elect Director Michele L. Ashby For For Management 1.3 Elect Director Leanne M. Baker For Withhold Management 1.4 Elect Director Donald R.M. Quick For For Management 1.5 Elect Director Michael L. Stein For For Management 1.6 Elect Director Allen V. Ambrose For Withhold Management 1.7 Elect Director Richard. W. Brissenden For Withhold Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- MEDUSA MINING LTD. Ticker: MML Security ID: Q59444101 Meeting Date: NOV 15, 2012 Meeting Type: Annual Record Date: NOV 13, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Robert Weinberg as Director For For Management 2 Approve Disapplication of Pre-emptive For For Management Rights 3 Approve the Adoption of the None For Management Remuneration Report -------------------------------------------------------------------------------- NEW GOLD INC. Ticker: NGD Security ID: 644535106 Meeting Date: MAY 01, 2013 Meeting Type: Annual Record Date: MAR 22, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1 Fix Number of Directors at Eight For For Management 2.1 Elect Director David Emerson For For Management 2.2 Elect Director James Estey For For Management 2.3 Elect Director Robert Gallagher For For Management 2.4 Elect Director Vahan Kololian For For Management 2.5 Elect Director Martyn Konig For For Management 2.6 Elect Director Pierre Lassonde For For Management 2.7 Elect Director Randall Oliphant For For Management 2.8 Elect Director Raymond Threlkeld For For Management 3 Approve Deloitte LLP as Auditors and For For Management Authorize Board to Fix Their Remuneration -------------------------------------------------------------------------------- NEWCREST MINING LTD. Ticker: NCM Security ID: Q6651B114 Meeting Date: OCT 25, 2012 Meeting Type: Annual Record Date: OCT 23, 2012 # Proposal Mgt Rec Vote Cast Sponsor 2a Elect Gerard Michael Bond as a Director For For Management 2b Elect Vince Gauci as a Director For For Management 3 Approve the Adoption of the For For Management Remuneration Report -------------------------------------------------------------------------------- NEWMONT MINING CORPORATION Ticker: NEM Security ID: 651639106 Meeting Date: APR 24, 2013 Meeting Type: Annual Record Date: FEB 25, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Bruce R. Brook For For Management 1.2 Elect Director J. Kofi Bucknor For For Management 1.3 Elect Director Vincent A. Calarco For For Management 1.4 Elect Director Joseph A. Carrabba For For Management 1.5 Elect Director Noreen Doyle For For Management 1.6 Elect Director Gary J. Goldberg For For Management 1.7 Elect Director Veronica M. Hagen For For Management 1.8 Elect Director Jane Nelson For For Management 1.9 Elect Director Donald C. Roth For For Management 1.10 Elect Director Simon R. Thompson For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Approve Omnibus Stock Plan For For Management 5 Approve Executive Incentive Bonus Plan For For Management -------------------------------------------------------------------------------- OCEANAGOLD CORPORATION Ticker: OGC Security ID: 675222103 Meeting Date: MAY 17, 2013 Meeting Type: Annual/Special Record Date: APR 12, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James E. Askew For For Management 1.2 Elect Director J. Denham Shale For For Management 1.3 Elect Director Michael F. Wilkes For For Management 2 Approve PricewaterhouseCoopers as For For Management Auditors and Authorize Board to Fix Their Remuneration 3 Amend Articles For For Management 4 Ratify the Past Issuance of 30 Million For For Management Shares to Macquarie Capital Markets Canada Ltd and Citigroup Global Markets Canada Inc. 5 Approve the Grant of 252,778 For For Management Performance Rights to Michael F. Wilkes, Chief Executive Officer and Managing Director of the Company 6 Approve Increase in Aggregate For For Management Compensation Ceiling for Directors -------------------------------------------------------------------------------- OSISKO MINING CORPORATION Ticker: OSK Security ID: 688278100 Meeting Date: MAY 09, 2013 Meeting Type: Annual/Special Record Date: MAR 25, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Victor H. Bradley For For Management 1.2 Elect Director John F. Burzynski For For Management 1.3 Elect Director Marcel Cote For For Management 1.4 Elect Director Michele Darling For For Management 1.5 Elect Director Joanne Ferstman For For Management 1.6 Elect Director Staph Leavenworth Bakali For For Management 1.7 Elect Director William A. MacKinnon For For Management 1.8 Elect Director Charles E. Page For For Management 1.9 Elect Director Sean Roosen For For Management 1.10 Elect Director Gary A. Sugar For For Management 1.11 Elect Director Serge Vezina For For Management 2 Approve PricewaterhouseCoopers LLP as For For Management Auditors and Authorize Board to Fix Their Remuneration 3 Allow Board to Appoint Additional For For Management Directors Between Annual Meetings 4 Approve Shareholder Rights Plan For For Management 5 Approve Advance Notice Policy For Against Management 6 Advisory Vote on Executive For For Management Compensation Approach -------------------------------------------------------------------------------- PAN AMERICAN SILVER CORP. Ticker: PAA Security ID: 697900108 Meeting Date: MAY 13, 2013 Meeting Type: Annual/Special Record Date: APR 03, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ross J. Beaty For For Management 1.2 Elect Director Geoffrey A. Burns For For Management 1.3 Elect Director Michael L. Carroll For For Management 1.4 Elect Director Christopher Noel Dunn For For Management 1.5 Elect Director Neil de Gelder For For Management 1.6 Elect Director Robert P. Pirooz For For Management 1.7 Elect Director David C. Press For For Management 1.8 Elect Director Walter T. Segsworth For For Management 2 Approve Deloitte LLP as Auditors and For For Management Authorize Board to Fix Their Remuneration 3 Advisory Vote on Executive For For Management Compensation Approach -------------------------------------------------------------------------------- PERSEUS MINING LTD. Ticker: PRU Security ID: Q74174105 Meeting Date: NOV 23, 2012 Meeting Type: Annual Record Date: NOV 21, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve the Adoption of the For For Management Remuneration Report 2 Elect Rhett Brans as Director For Against Management 3 Elect Sean Harvey as Director For For Management 4 Approve Perseus Mining Limited For For Management Performance Rights Plan 5 Approve the Grant of Up to 500,000 For For Management Performance Rights to Mark Calderwood, Executive Director of the Company 6 Approve the Grant of Up to 300,000 For For Management Performance Rights to Colin Carson, Executive Director of the Company 7 Approve the Grant of Up to 300,000 For For Management Performance Rights to Rhett Brans, Executive Director of the Company -------------------------------------------------------------------------------- PETROPAVLOVSK PLC Ticker: POG Security ID: G7053A101 Meeting Date: MAR 07, 2013 Meeting Type: Special Record Date: MAR 05, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Issue of Shares by IRC Limited For For Management -------------------------------------------------------------------------------- PRETIUM RESOURCES INC. Ticker: PVG Security ID: 74139C102 Meeting Date: MAY 10, 2013 Meeting Type: Annual/Special Record Date: APR 05, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1 Fix Number of Directors at Six For For Management 2.1 Elect Director Robert A. Quartermain For For Management 2.2 Elect Director Joseph J. Ovsenek For For Management 2.3 Elect Director Ross A. Mitchell For For Management 2.4 Elect Director C. Noel Dunn For For Management 2.5 Elect Director Tom S.Q. Yip For For Management 2.6 Elect Director George Paspalas For For Management 3 Approve PricewaterhouseCoopers LLP as For For Management Auditors and Authorize Board to Fix Their Remuneration 4 Approve Stock Option Plan For Against Management -------------------------------------------------------------------------------- PRIMERO MINING CORP. Ticker: P Security ID: 74164W106 Meeting Date: MAY 08, 2013 Meeting Type: Annual/Special Record Date: MAR 28, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Wade Nesmith For For Management 1.2 Elect Director Joseph Conway For For Management 1.3 Elect Director David Demers For For Management 1.4 Elect Director Grant Edey For For Management 1.5 Elect Director Rohan Hazelton For For Management 1.6 Elect Director Timo Jauristo For For Management 1.7 Elect Director Eduardo Luna For For Management 1.8 Elect Director Robert Quartermain For For Management 1.9 Elect Director Michael Riley For For Management 2 Approve Deloitte LLP as Auditors and For For Management Authorize Board to Fix Their Remuneration 3 Re-approve Stock Option Plan For Against Management 4 Approve Employees' Phantom Share Unit For Against Management Plan -------------------------------------------------------------------------------- RANDGOLD RESOURCES LTD Ticker: RRS Security ID: 752344309 Meeting Date: APR 29, 2013 Meeting Type: Annual Record Date: MAR 14, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Final Dividend For For Management 3 Approve Remuneration Report For For Management 4 Re-elect Philippe Lietard as Director For For Management 5 Re-elect Mark Bristow as Director For For Management 6 Re-elect Norborne Cole Jr as Director For For Management 7 Re-elect Christopher Coleman as For For Management Director 8 Re-elect Kadri Dagdelen as Director For For Management 9 Elect Jeanine Mabunda Lioko as Director For For Management 10 Re-elect Graham Shuttleworth as For For Management Director 11 Re-elect Andrew Quinn as Director For For Management 12 Re-elect Karl Voltaire as Director For For Management 13 Reappoint BDO LLP as Auditors For For Management 14 Authorise Board to Fix Remuneration of For For Management Auditors 15 Authorise Issue of Equity with For For Management Pre-emptive Rights 16 Approve Awards of Ordinary Shares to For For Management Non-executive Directors 17 Approve Grant of a One-Off Career For Against Management Shares Award of Ordinary Shares to the CEO 18 Approve Increase in Non-Executive For For Management Directors' Aggregate Fees 19 Authorise Issue of Equity without For For Management Pre-emptive Rights 20 Authorise Market Purchase of Ordinary For For Management Shares -------------------------------------------------------------------------------- REAL GOLD MINING LTD. Ticker: 00246 Security ID: G74099105 Meeting Date: SEP 26, 2012 Meeting Type: Special Record Date: SEP 21, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Debt Restructuring Agreement For For Management and Related Transactions -------------------------------------------------------------------------------- REGIS RESOURCES LTD. Ticker: RRL Security ID: Q8059N120 Meeting Date: NOV 09, 2012 Meeting Type: Annual Record Date: NOV 07, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve the Adoption of the For For Management Remuneration Report 2 Elect Ross Kestel as a Director For For Management 3 Elect Morgan Cain Hart as a Director For For Management 4 Approve the Acquisition of the For For Management McPhillamys Gold Project -------------------------------------------------------------------------------- RIO ALTO MINING LTD. Ticker: RIO Security ID: 76689T104 Meeting Date: MAY 31, 2013 Meeting Type: Annual/Special Record Date: APR 26, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1 Fix Number of Directors at Eight For For Management 2.1 Elect Director Klaus Zeitler For For Management 2.2 Elect Director Alexander Black For For Management 2.3 Elect Director Anthony Hawkshaw For For Management 2.4 Elect Director Victor Gobitz For For Management 2.5 Elect Director Ram Ramachandran For For Management 2.6 Elect Director Roger Norwich For For Management 2.7 Elect Director Drago Kisic For For Management 2.8 Elect Director Sidney Robinson For For Management 3 Approve Grant Thornton LLP as Auditors For For Management and Authorize Board to Fix Their Remuneration 4 Approve Shareholder Rights Plan For Against Management 5 Other Business For Against Management -------------------------------------------------------------------------------- ROMARCO MINERALS INC. Ticker: R Security ID: 775903206 Meeting Date: MAY 15, 2013 Meeting Type: Annual/Special Record Date: APR 10, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Diane R. Garrett For For Management 1.2 Elect Director James R. Arnold For For Management 1.3 Elect Director Leendert G. Krol For For Management 1.4 Elect Director Robert (Don) MacDonald For For Management 1.5 Elect Director John O. Marsden For For Management 1.6 Elect Director Patrick Michaels For For Management 1.7 Elect Director Robert van Doorn For For Management 1.8 Elect Director Gary A. Sugar For For Management 2 Approve PricewaterhouseCoopers LLP as For For Management Auditors and Authorize Board to Fix Their Remuneration 3 Amend Stock Option Plan For For Management -------------------------------------------------------------------------------- ROYAL GOLD, INC. Ticker: RGLD Security ID: 780287108 Meeting Date: NOV 14, 2012 Meeting Type: Annual Record Date: SEP 17, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Stanley Dempsey For For Management 2 Elect Director Tony Jensen For For Management 3 Elect Director Gordon J. Bogden For For Management 4 Ratify Auditors For For Management 5 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- SANDSTORM GOLD LTD. Ticker: SSL Security ID: 80013R206 Meeting Date: MAY 10, 2013 Meeting Type: Annual/Special Record Date: MAR 26, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1 Fix Number of Directors at Five For For Management 2.1 Elect Director Nolan Watson For For Management 2.2 Elect Director David Awram For For Management 2.3 Elect Director David E. De Witt For For Management 2.4 Elect Director Andrew T. Swarthout For For Management 2.5 Elect Director John P.A. Budreski For For Management 3 Approve Deloitte LLP as Auditors and For For Management Authorize Board to Fix Their Remuneration 4 Approve Stock Option Plan For Against Management 5 Amend Stock Option Plan For Against Management 6 Amend Restricted Share Plan For Against Management 7 Other Business For Against Management -------------------------------------------------------------------------------- SEMAFO INC. Ticker: SMF Security ID: 816922108 Meeting Date: MAY 13, 2013 Meeting Type: Annual Record Date: MAR 28, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Terence F. Bowles For For Management 1.2 Elect Director Benoit Desormeaux For For Management 1.3 Elect Director Jean Lamarre For For Management 1.4 Elect Director John LeBoutillier For For Management 1.5 Elect Director Gilles Masson For For Management 1.6 Elect Director Lawrence McBrearty For For Management 1.7 Elect Director Tertius Zongo For For Management 2 Approve PricewaterhouseCoopers LLP as For For Management Auditors and Authorize Board to Fix Their Remuneration 3 Advisory Vote on Executive For For Management Compensation Approach -------------------------------------------------------------------------------- SHERRITT INTERNATIONAL CORPORATION Ticker: S Security ID: 823901103 Meeting Date: MAY 23, 2013 Meeting Type: Annual Record Date: APR 08, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director R. Peter Gillin For For Management 1.2 Elect Director Richard Lapthorne For For Management 1.3 Elect Director Edythe A. (Dee) Marcoux For For Management 1.4 Elect Director Bernard Michel For For Management 1.5 Elect Director John R. Moses For For Management 1.6 Elect Director David V. Pathe For For Management 1.7 Elect Director Harold (Hap) Stephen For For Management 2 Approve Deloitte LLP as Auditors and For For Management Authorize Board to Fix Their Remuneration -------------------------------------------------------------------------------- SILVER LAKE RESOURCES LTD. Ticker: SLR Security ID: Q85014100 Meeting Date: NOV 23, 2012 Meeting Type: Annual Record Date: NOV 21, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve the Adoption of the For For Management Remuneration Report 2 Elect Brian Kennedy as Director For For Management 3 Elect David Griffiths as Director For For Management 4 Approve Silver Lake Resources Long For Against Management Term Incentive Plan 5 Approve the Termination Benefits of For Against Management Leslie Davis, Managing Director of the Company 6 Approve the Termination Benefits of For Against Management Christopher Banasik, Exploration and Geology Director 7 Approve the Increase in Maximum For For Management Aggregate Remuneration of Non-Executive Directors 8 Renew Proportional Takeover Provision For For Management -------------------------------------------------------------------------------- SILVER WHEATON CORP. Ticker: SLW Security ID: 828336107 Meeting Date: MAY 21, 2013 Meeting Type: Annual/Special Record Date: MAR 25, 2013 # Proposal Mgt Rec Vote Cast Sponsor a1 Elect Director Lawrence I. Bell For For Management a2 Elect Director George L. Brack For For Management a3 Elect Director John A. Brough For For Management a4 Elect Director R. Peter Gillin For For Management a5 Elect Director Douglas M. Holtby For For Management a6 Elect Director Eduardo Luna For For Management a7 Elect Director Wade D. Nesmith For For Management a8 Elect Director Randy V.J. Smallwood For For Management b Approve Deloitte LLP as Auditors and For For Management Authorize Board to Fix Their Remuneration c Advisory Vote on Executive For For Management Compensation Approach -------------------------------------------------------------------------------- TAHOE RESOURCES INC. Ticker: THO Security ID: 873868103 Meeting Date: MAY 09, 2013 Meeting Type: Annual Record Date: APR 01, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director A. Dan Rovig For For Management 1.2 Elect Director C. Kevin McArthur For For Management 1.3 Elect Director Lorne B. Anderson For For Management 1.4 Elect Director Paul B. Sweeney For For Management 1.5 Elect Director James S. Voorhees For For Management 1.6 Elect Director John P. Bell For For Management 1.7 Elect Director Kenneth F. Williamson For For Management 1.8 Elect Director Tanya M. Jakusconek For For Management 2 Ratify Deloitte LLP as Auditors For For Management 3 Amend Share Option and Incentive Share For Against Management Plan -------------------------------------------------------------------------------- THOMPSON CREEK METALS COMPANY INC. Ticker: TCM Security ID: 884768102 Meeting Date: MAY 29, 2013 Meeting Type: Annual/Special Record Date: MAR 21, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Denis C. Arsenault as Director For For Management 1.2 Elect Carol T. Banducci as Director For For Management 1.3 Elect James L. Freer as Director For For Management 1.4 Elect James P. Geyer as Director For For Management 1.5 Elect Timothy J. Haddon as Director For For Management 1.6 Elect Kevin Loughrey as Director For For Management 1.7 Elect Thomas J. O'Neil as Director For For Management 2 Amend Omnibus Stock Plan For For Management 3 Amend Employee Stock Purchase Plan For For Management 4 Approve KPMG LLP as Auditors and For For Management Authorize Board to Fix Their Remuneration 5 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation -------------------------------------------------------------------------------- TIMMINS GOLD CORP. Ticker: TMM Security ID: 88741P103 Meeting Date: JUL 19, 2012 Meeting Type: Annual/Special Record Date: JUN 14, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Bruce Bragagnolo For Withhold Management 1.2 Elect Director Arturo Bonillas For Withhold Management 1.3 Elect Director Miguel Soto For Withhold Management 1.4 Elect Director Frank Cordova For Withhold Management 1.5 Elect Director Eugene Hodgson For Withhold Management 1.6 Elect Director Lawrence Dick For For Management 1.7 Elect Director R. Barry Fraser For For Management 1.8 Elect Director Paula Rogers For For Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors 3 Authorize Board to Fix Remuneration of For For Management Auditors 4 Authorize Proxyholder to Vote on Any For Against Management Amendment to Previous Resolutions -------------------------------------------------------------------------------- TURQUOISE HILL RESOURCES LTD. Ticker: TRQ Security ID: 900435108 Meeting Date: MAY 10, 2013 Meeting Type: Annual Record Date: MAR 25, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jill Gardiner For For Management 1.2 Elect Director R. Peter Gillin For For Management 1.3 Elect Director Warren Goodman For For Management 1.4 Elect Director Isabelle Hudon For For Management 1.5 Elect Director Jean-Sebastien Jacques For For Management 1.6 Elect Director David Klingner For For Management 1.7 Elect Director Charles Lenegan For For Management 1.8 Elect Director Daniel Larsen For For Management 1.9 Elect Director Livia Mahler For For Management 1.10 Elect Director Peter G. Meredith For For Management 1.11 Elect Director Kay Priestly For For Management 1.12 Elect Director Russel C. Robertson For For Management 1.13 Elect Director Jeffery D. Tygesen For For Management 2 Approve PricewaterhouseCoopers LLP as For For Management Auditors and Authorize Board to Fix Their Remuneration -------------------------------------------------------------------------------- URANIUM ENERGY CORP. Ticker: UEC Security ID: 916896103 Meeting Date: JUL 23, 2012 Meeting Type: Annual Record Date: MAY 25, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Amir Adnani For For Management 1.2 Elect Director Alan P. Lindsay For For Management 1.3 Elect Director Harry L. Anthony For For Management 1.4 Elect Director Ivan Obolensky For For Management 1.5 Elect Director Vincent Della Volpe For For Management 1.6 Elect Director David Kong For Withhold Management 1.7 Elect Director Katharine Armstrong For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For Against Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- YAMANA GOLD INC. Ticker: YRI Security ID: 98462Y100 Meeting Date: MAY 01, 2013 Meeting Type: Annual Record Date: MAR 08, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Peter Marrone For For Management 1.2 Elect Director Patrick J. Mars For For Management 1.3 Elect Director John Begeman For For Management 1.4 Elect Director Alexander Davidson For For Management 1.5 Elect Director Richard Graff For For Management 1.6 Elect Director Nigel Lees For For Management 1.7 Elect Director Juvenal Mesquita Filho For For Management 1.8 Elect Director Carl Renzoni For For Management 1.9 Elect Director Antenor F. Silva, Jr. For For Management 1.10 Elect Director Dino Titaro For For Management 2 Ratify Deloitte LLP as Auditors For For Management -------------------------------------------------------------------------------- ZHAOJIN MINING INDUSTRY CO., LTD. Ticker: 01818 Security ID: Y988A6104 Meeting Date: OCT 08, 2012 Meeting Type: Special Record Date: SEP 07, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Proposed Issue of Short Term For For Management Bonds -------------------------------------------------------------------------------- ZHAOJIN MINING INDUSTRY CO., LTD. Ticker: 01818 Security ID: Y988A6104 Meeting Date: FEB 26, 2013 Meeting Type: Special Record Date: JAN 25, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Lu Dongshang as Executive For For Shareholder Director 1b Elect Weng Zhanbin as Executive For For Shareholder Director 1c Elect Li Xiuchen as Executive Director For For Shareholder 1d Elect Liang Xinjun as Non-Executive For For Shareholder Director 1e Elect Cong Jianmao as Non-Executive For For Shareholder Director 1f Elect Ye Kai as Non-Executive Director For For Shareholder 1g Elect Kong Fanhe as Non-Executive For For Shareholder Director 1h Elect Xie Jiyuan as Independent For For Shareholder Non-Executive Director 1i Elect Ye Tianzhu as Independent For For Shareholder Non-Executive Director 1j Elect Chen Jinrong as Independent For For Shareholder Non-Executive Director 1k Elect Choy Sze Chung Jojo as For For Shareholder Independent Non-Executive Director 2a Elect Wang Xiaojie as Supervisor For For Shareholder 2b Elect Jin Ting as Supervisor For For Shareholder 3 Approve Remuneration Package For For For Management Directors of the Fourth Session of the Board and Supervisors of the Fourth Session of the Supervisory Committee -------------------------------------------------------------------------------- ZHAOJIN MINING INDUSTRY CO., LTD. Ticker: 01818 Security ID: Y988A6104 Meeting Date: MAY 27, 2013 Meeting Type: Annual Record Date: APR 26, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Report of the Board of For For Management Directors 2 Approve Report of the Supervisory For For Management Committee 3 Approve Audited Financial Report For For Management 4 Declare Final Dividend For For Management 5 Reappoint Ernst & Young and Shulun Pan For For Management Certified Public Accountants as International Auditors and PRC Auditors, Respectively, and Authorize Board to Fix Their Remuneration 1 Approve Issuance of Equity or For Against Management Equity-Linked Securities without Preemptive Rights 2 Authorize Repurchase of Up to 10 For For Management Percent of Issued H Share Capital 3a Amend Article 3.4 of the Articles of For For Shareholder Association of the Company 3b Amend Article 9.8 of the Articles of For For Shareholder Association of the Company 3c Amend Article 10.1 of the Articles of For For Management Association of the Company -------------------------------------------------------------------------------- ZHAOJIN MINING INDUSTRY CO., LTD. Ticker: 01818 Security ID: Y988A6104 Meeting Date: MAY 27, 2013 Meeting Type: Special Record Date: APR 26, 2013 # Proposal Mgt Rec Vote Cast Sponsor 1 Authorize Repurchase of Up to 10 For For Management Percent of Issued H Share Capital 2a Amend Article 3.4 of the Articles of For For Shareholder Association of the Company 2b Amend Article 9.8 of the Articles of For For Shareholder Association of the Company ========== 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. Registrant: Oppenheimer Gold & Special Minerals Fund By: William F. Glavin, Jr.* William F. Glavin, Jr., President and Principal Executive Officer Date: August 30, 2013 *By: /s/ Randy Legg Randy Legg, Attorney in Fact