UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
MANAGEMENT INVESTMENT COMPANY
Investment Company Act File number: 811-03931
Clipper Fund, Inc.
__________________________________________________________
(Exact name of registrant as specified in charter)
CLIPPER FUND, INC.
2949 East Elvira Road, Suite 101
Tucson, Arizona 85756
__________________________________________________________
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code:
(800) 432-2504
Date of fiscal year end: 12/31
Date of reporting period: 07/01/2007-06/30/2008
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.
Clipper Fund, Inc.
___________________________________________________________
(Registrant)
Person signing this Report on Behalf of reporting Registrant:
Name: Kenneth C Eich
Title: Principal Executive Officer
Phone: (520) 806-7600
Signature, Place, and Date of Signing:
Kenneth C Eich, Arizona August 25, 2008
******************************* FORM N-Px REPORT *******************************
ICA File Number: 811-03931
Reporting Period: 07/01/2007 - 06/30/2008
Clipper Fund, Inc.
================================= CLIPPER FUND =================================
AGILENT TECHNOLOGIES INC.
Ticker: A Security ID: 00846U101
Meeting Date: FEB 27, 2008 Meeting Type: Annual
Record Date: JAN 2, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Heidi Kunz For For Management
1.2 Elect Director David M. Lawrence For For Management
1.3 Elect Director A. Barry Rand For For Management
2 Ratify Auditors For For Management
3 Amend Executive Incentive Bonus Plan For For Management
- --------------------------------------------------------------------------------
AMBAC FINANCIAL GROUP, INC.
Ticker: ABK Security ID: 023139108
Meeting Date: JUN 3, 2008 Meeting Type: Annual
Record Date: APR 7, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Michael A. Callen For For Management
1.2 Elect Director Jill M. Considine For For Management
1.3 Elect Director Philip N. Duff For For Management
1.4 Elect Director Thomas C. Theobald For For Management
1.5 Elect Director Laura S. Unger For For Management
1.6 Elect Director Henry D.G. Wallace For For Management
2 Increase Authorized Common Stock For For Management
3 Amend Omnibus Stock Plan For For Management
4 Amend Non-Employee Director Omnibus Stock For For Management
Plan
5 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
AMERICAN EXPRESS CO.
Ticker: AXP Security ID: 025816109
Meeting Date: APR 28, 2008 Meeting Type: Annual
Record Date: FEB 29, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Daniel F. Akerson For For Management
1.2 Elect Director Charlene Barshefsky For For Management
1.3 Elect Director Ursula M. Burns For For Management
1.4 Elect Director Kenneth I. Chenault For For Management
1.5 Elect Director Peter Chernin For For Management
1.6 Elect Director Jan Leschly For For Management
1.7 Elect Director Richard C. Levin For For Management
1.8 Elect Director Richard A. McGinn For Withhold Management
1.9 Elect Director Edward D. Miller For For Management
1.10 Elect Director Steven S Reinemund For For Management
1.11 Elect Director Robert D. Walter For For Management
1.12 Elect Director Ronald A. Williams For For Management
2 Ratify Auditors For For Management
3 Require Majority Vote for Non-Contested For For Management
Election
4 Reduce Supermajority Vote Requirement
for Merger or consolidation For For Management
5 Reduce Supermajority Vote Requirement
for Sale, lease, exchange or other
disposition of all or substantially
all of the Company's assets outside
the ordinary course of business For For Management
6 Reduce Supermajority Vote Requirement
for Plan for the exchange of shares For For Management
7 Reduce Supermajority Vote Requirement
for Authorization of dissolution For For Management
8 Provide for Cumulative Voting Against Against Shareholder
- --------------------------------------------------------------------------------
AMERICAN INTERNATIONAL GROUP, INC.
Ticker: AIG Security ID: 026874107
Meeting Date: MAY 14, 2008 Meeting Type: Annual
Record Date: MAR 28, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Stephen F. Bollenbach For For Management
2 Elect Director Martin S. Feldstein For For Management
3 Elect Director Ellen V. Futter For For Management
4 Elect Director Richard C. Holbrooke For Against Management
5 Elect Director Fred H. Langhammer For For Management
6 Elect Director George L. Miles, Jr. For For Management
7 Elect Director Morris W. Offit For For Management
8 Elect Director James F. Orr, III For Against Management
9 Elect Director Virginia M. Rometty For For Management
10 Elect Director Martin J. Sullivan For For Management
11 Elect Director Michael H. Sutton For For Management
12 Elect Director Edmund S.W. Tse For For Management
13 Elect Director Robert B. Willumstad For For Management
14 Ratify Auditors For For Management
15 Report on Human Rights Policies Relating Against Against Shareholder
to Water Use
16 Report on Political Contributions Against Against Shareholder
- --------------------------------------------------------------------------------
AMERIPRISE FINANCIAL, INC.
Ticker: AMP Security ID: 03076C106
Meeting Date: APR 23, 2008 Meeting Type: Annual
Record Date: FEB 25, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director W. Walker Lewis For Against Management
2 Elect Director Siri S. Marshall For Against Management
3 Elect Director William H. Turner For For Management
4 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
BANK OF NEW YORK MELLON CORP., THE
Ticker: BK Security ID: 064058100
Meeting Date: APR 8, 2008 Meeting Type: Annual
Record Date: FEB 8, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Frank J. Biondi, Jr. For For Management
1.2 Elect Director Ruth E. Bruch For For Management
1.3 Elect Director Nicholas M. Donofrio For For Management
1.4 Elect Director Steven G. Elliott For For Management
1.5 Elect Director Gerald L. Hassell For For Management
1.6 Elect Director Edmund F. Kelly For For Management
1.7 Elect Director Robert P. Kelly For For Management
1.8 Elect Director Richard J. Kogan For For Management
1.9 Elect Director Michael J. Kowalski For For Management
1.10 Elect Director John A. Luke, Jr. For For Management
1.11 Elect Director Robert Mehrabian For For Management
1.12 Elect Director Mark A. Nordenberg For For Management
1.13 Elect Director Catherine A. Rein For For Management
1.14 Elect Director Thomas A. Renyi For For Management
1.15 Elect Director William C. Richardson For For Management
1.16 Elect Director Samuel C. Scott III For For Management
1.17 Elect Director John P. Surma For For Management
1.18 Elect Director Wesley W. von Schack For For Management
2 Approve Omnibus Stock Plan For For Management
3 Approve Nonqualified Employee Stock For For Management
Purchase Plan
4 Approve Executive Incentive Bonus Plan For For Management
5 Ratify Auditors For For Management
6 Restore or Provide for Cumulative Voting Against Against Shareholder
7 Advisory Vote to Ratify Named Executive Against Against Shareholder
Officers' Compensation
- --------------------------------------------------------------------------------
BERKSHIRE HATHAWAY INC.
Ticker: BRK.A Security ID: 084670108
Meeting Date: MAY 3, 2008 Meeting Type: Annual
Record Date: MAR 5, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Warren E. Buffett For For Management
1.2 Elect Director Charles T. Munger For For Management
1.3 Elect Director Howard G. Buffett For For Management
1.4 Elect Director Susan L. Decker For For Management
1.5 Elect Director William H. Gates III For For Management
1.6 Elect Director David S. Gottesman For For Management
1.7 Elect Director Charlotte Guyman For For Management
1.8 Elect Director Donald R. Keough For For Management
1.9 Elect Director Thomas S. Murphy For For Management
1.10 Elect Director Ronald L. Olson For For Management
1.11 Elect Director Walter Scott, Jr. For For Management
- --------------------------------------------------------------------------------
CANADIAN NATURAL RESOURCES LTD.
Ticker: CNQ Security ID: 136385101
Meeting Date: MAY 8, 2008 Meeting Type: Annual
Record Date: MAR 19, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Catherine M. Best For For Management
1.2 Elect Director N. Murray Edwards For For Management
1.3 Elect Director Gary A. Filmon For For Management
1.4 Elect Director Gordon D. Giffin For For Management
1.5 Elect Director John G. Langille For For Management
1.6 Elect Director Steve W. Laut For For Management
1.7 Elect Director Keith A.J. MacPhail For For Management
1.8 Elect Director Allan P. Markin For For Management
1.9 Elect Director Norman F. McIntyre For For Management
1.10 Elect Director Frank J. McKenna For For Management
1.11 Elect Director James S. Palmer For For Management
1.12 Elect Director Eldon R. Smith For For Management
1.13 Elect Director David A. Tuer For For Management
2 Approve PricewaterhouseCoopers LLP as For For Management
Auditors and Authorize Board to Fix Their
Remuneration
- --------------------------------------------------------------------------------
CARMAX INC
Ticker: KMX Security ID: 143130102
Meeting Date: JUN 24, 2008 Meeting Type: Annual
Record Date: APR 18, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Thomas J. Folliard For For Management
1.2 Elect Director Shira D. Goodman For For Management
1.3 Elect Director W. Robert Grafton For For Management
1.4 Elect Director Edgar H. Grubb For For Management
1.5 Elect Director Ronald E. Blaylock For For Management
2 Ratify Auditors For For Management
3 Amend Non-Employee Director Omnibus Stock For For Management
Plan
- --------------------------------------------------------------------------------
CONOCOPHILLIPS
Ticker: COP Security ID: 20825C104
Meeting Date: MAY 14, 2008 Meeting Type: Annual
Record Date: MAR 17, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Harold W. McGraw III For For Management
2 Elect Director James J. Mulva For For Management
3 Elect Director Bobby S. Shackouls For For Management
4 Declassify the Board of Directors For For Management
5 Ratify Auditors For For Management
6 Require Director Nominee Qualifications Against Against Shareholder
7 Report on Indigenous Peoples Rights Against Against Shareholder
Policies
8 Advisory Vote to Ratify Named Executive Against Against Shareholder
Officers' Compensation
9 Report on Political Contributions Against Against Shareholder
10 Adopt Greenhouse Gas Emissions Goals for Against Against Shareholder
Products and Operations
11 Report on Community Environmental Impacts Against Against Shareholder
of Operations
12 Report on Environmental Damage from Against Against Shareholder
Drilling in the National Petroleum
Reserve
13 Report on Environmental Impact of Oil Against Against Shareholder
Sands Operations in Canada
14 Report on Global Warming Against Against Shareholder
- --------------------------------------------------------------------------------
COSTCO WHOLESALE CORPORATION
Ticker: COST Security ID: 22160K105
Meeting Date: JAN 29, 2008 Meeting Type: Annual
Record Date: NOV 23, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Susan L. Decker For For Management
1.2 Elect Director Richard D. Dicerchio For For Management
1.3 Elect Director Richard M. Libenson For For Management
1.4 Elect Director John W. Meisenbach For For Management
1.5 Elect Director Charles T. Munger For For Management
2 Amend Omnibus Stock Plan For For Management
3 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
COVIDIEN LTD.
Ticker: COV Security ID: G2552X108
Meeting Date: MAR 18, 2008 Meeting Type: Annual
Record Date: JAN 16, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director CRAIG ARNOLD For For Management
2 Elect Director ROBERT H. BRUST For For Management
3 Elect Director JOHN M. CONNORS,JR. For For Management
4 Elect Director CHRISTOPHER J. COUGHLIN For For Management
5 Elect Director TIMOTHY M. DONAHUE For For Management
6 Elect Director KATHY J. HERBERT For For Management
7 Elect Director RANDALL J. HOGAN, III For For Management
8 Elect Director RICHARD J. MEELIA For For Management
9 Elect Director DENNIS H. REILLEY For For Management
10 Elect Director TADATAKA YAMADA For For Management
11 Elect Director JOSEPH A. ZACCAGNINO For For Management
12 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
HARLEY-DAVIDSON, INC.
Ticker: HOG Security ID: 412822108
Meeting Date: APR 26, 2008 Meeting Type: Annual
Record Date: MAR 5, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director George H. Conrades For For Management
1.2 Elect Director Sara L. Levinson For For Management
1.3 Elect Director George L. Miles, Jr. For For Management
1.4 Elect Director Jochen Zeitz For For Management
2 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
JPMORGAN CHASE & CO.
Ticker: JPM Security ID: 46625H100
Meeting Date: MAY 20, 2008 Meeting Type: Annual
Record Date: MAR 21, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Crandall C. Bowles For For Management
2 Elect Director Stephen B. Burke For For Management
3 Elect Director David M. Cote For For Management
4 Elect Director James S. Crown For For Management
5 Elect Director James Dimon For For Management
6 Elect Director Ellen V. Futter For For Management
7 Elect Director William H. Gray, III For For Management
8 Elect Director Laban P. Jackson, Jr. For For Management
9 Elect Director Robert I. Lipp For For Management
10 Elect Director David C. Novak For For Management
11 Elect Director Lee R. Raymond For For Management
12 Elect Director William C. Weldon For For Management
13 Ratify Auditors For For Management
14 Amend Omnibus Stock Plan For For Management
15 Amend Executive Incentive Bonus Plan For For Management
16 Report on Government Service of Employees Against Against Shareholder
17 Report on Political Contributions Against Against Shareholder
18 Require Independent Board Chairman Against Against Shareholder
19 Advisory Vote to Ratify Named Executive Against Against Shareholder
Officers' Compensation
20 Require More Director Nominations Than Against Against Shareholder
Open Seats
21 Report on Human Rights Investment Against Against Shareholder
Policies
22 Report on Lobbying Activities Against Against Shareholder
- --------------------------------------------------------------------------------
MERRILL LYNCH & CO., INC.
Ticker: MER Security ID: 590188108
Meeting Date: APR 24, 2008 Meeting Type: Annual
Record Date: FEB 26, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Carol T. Christ For For Management
2 Elect Director Armando M. Codina For For Management
3 Elect Director Judith Mayhew Jonas For For Management
4 Elect Director John A. Thain For For Management
5 Ratify Auditors For For Management
6 Provide for Cumulative Voting Against Against Shareholder
7 Compensation- Miscellaneous Company Against Against Shareholder
Specific--Prohibiting Executive Officer
Stock Sales during Buyback
8 Advisory Vote to Ratify Named Executive Against Against Shareholder
Officers' Compensation
9 Adopt Employment Contract Against Against Shareholder
Clipper Fund, Inc. purchased shares of Merrill Lynch through a private placement
offering. These shares were held in book entry by the transfer agent and the
proxy for these shares was not voted. These shares represented approximately
44% of Merrill Lynch shares owned by the fund.
- --------------------------------------------------------------------------------
MICROSOFT CORP.
Ticker: MSFT Security ID: 594918104
Meeting Date: NOV 13, 2007 Meeting Type: Annual
Record Date: SEP 7, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director William H. Gates, III For For Management
2 Elect Director Steven A. Ballmer For For Management
3 Elect Director James I. Cash, Jr. For For Management
4 Elect Director Dina Dublon For For Management
5 Elect Director Raymond V. Gilmartin For For Management
6 Elect Director Reed Hastings For For Management
7 Elect Director David F. Marquardt For For Management
8 Elect Director Charles H. Noski For For Management
9 Elect Director Helmut Panke For For Management
10 Elect Director Jon A. Shirley For For Management
11 Ratify Auditors For For Management
12 Adopt Policies to Protect Freedom of Against Against Shareholder
Access to the Internet
13 Amend Bylaws to Establish a Board Against Against Shareholder
Committee on Human Rights
- --------------------------------------------------------------------------------
MILLEA HOLDINGS INC.
Ticker: 8766 JP Security ID: J4276P103
Meeting Date: JUN 23, 2008 Meeting Type: Annual
Record Date: MAR 31, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Allocation of Income, With a For For Management
Final Dividend of JY 30
2 Amend Articles To: Change Company Name For For Management
3.1 Elect Director Mr. Ishihara For For Management
3.2 Elect Director Mr. Sumi For For Management
3.3 Elect Director Mr. Yagi For For Management
3.4 Elect Director Mr. Okada For For Management
3.5 Elect Director Mr. Makihara For For Management
3.6 Elect Director Mr. Sakurai For For Management
3.7 Elect Director Mr. Shimada For For Management
3.8 Elect Director Mr. Iwashita For For Management
3.9 Elect Director Mr. Amemiya For For Management
3.10 Elect Director Mr. Miyajima For For Management
3.11 Elect Director Mr. Honda For For Management
3.12 Elect Director Mr. Nagano For For Management
3.13 Elect Director Mr. Endo For For Management
- --------------------------------------------------------------------------------
NIPPONKOA INSURANCE CO.
Ticker: 8754 JP Security ID: J5428G115
Meeting Date: JUN 26, 2008 Meeting Type: Annual
Record Date: MAR 31, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Allocation of Income, With a For For Management
Final Dividend of JY 7.5
2.1 Elect Director For Against Management
2.2 Elect Director For For Management
2.3 Elect Director For For Management
2.4 Elect Director For For Management
2.5 Elect Director For For Management
2.6 Elect Director For For Management
2.7 Elect Director For For Management
2.8 Elect Director For For Management
2.9 Elect Director For For Management
2.10 Elect Director For For Management
3.1 Appoint Internal Statutory Auditor For For Management
3.2 Appoint Internal Statutory Auditor For For Management
3.3 Appoint Internal Statutory Auditor For For Management
3.4 Appoint Internal Statutory Auditor For For Management
- --------------------------------------------------------------------------------
PROCTER & GAMBLE COMPANY, THE
Ticker: PG Security ID: 742718109
Meeting Date: OCT 9, 2007 Meeting Type: Annual
Record Date: AUG 10, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Rajat K. Gupta For For Management
1.2 Elect Director A. G. Lafley For For Management
1.3 Elect Director Lynn M. Martin For For Management
1.4 Elect Director Johnathan A. Rodgers For For Management
1.5 Elect Director John F. Smith, Jr. For For Management
1.6 Elect Director Ralph Snyderman, M.D. For For Management
1.7 Elect Director Margaret C. Whitman For For Management
2 Ratify Auditor For For Management
3 Prohibit Executive Stock-Based Awards Against Against Shareholder
4 Report on Free Enterprise Initiatives Against Against Shareholder
5 Report on Animal Welfare Against Against Shareholder
- --------------------------------------------------------------------------------
REDWOOD TRUST, INC. **
Ticker: RWT Security ID: 758075402
Meeting Date: MAY 22, 2008 Meeting Type: Annual
Record Date: MAR 31, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Douglas B. Hansen For For Management
1.2 Elect Director Greg H. Kubicek For For Management
1.3 Elect Director C.J. Toeniskoetter For For Management
2 Ratify Auditors For For Management
3 Amend Omnibus Stock Plan For For Management
4 Increase Authorized Common Stock For For Management
5 Declassify the Board of Directors Against For Shareholder
**Notice of Votes made in Non-Conformance of Proxy Policy:
The Redwood Trust, Inc. corporate charter limits beneficial ownership of capital
stock by any person to 9.8% of each class of outstanding Capital Stock.
The Redwood Trust, Inc. board of directors agreed to waive this limitation on
behalf of Davis Selected Advisers, L.P. ("Davis Advisors") and its clients on
condition that Davis Advisors deliver a proxy to Redwood Trust, Inc. management
empowering them to "Mirror Vote" all shares in excess of 9.8%. In "Mirror
Voting" management votes the excess shares on each matter or action to be voted
on in the same proportion of votes for or against any matter or action, or
withheld as to any matter or action, as the proportion voted for or against any
such matter or action, or withheld as to any such matter or action, by all
stockholders excluding Davis Advisors and its clients. Thus, Davis Advisors
voted 9.8% of shares in conformance with its Proxy Policies and Procedures
and all shares in excess of 9.8% were Mirror Voted by management of Redwood
Trust, Inc.
- --------------------------------------------------------------------------------
RHJ INTERNATIONAL SA
Ticker: RHJI BB Security ID: B70883101
Meeting Date: SEP 18, 2007 Meeting Type: Annual
Record Date:
# Proposal Mgt Rec Vote Cast Sponsor
1 Receive Directors' Report None None Management
2 Receive Auditors' Report None None Management
3 Receive Consolidated Financial Statements None None Management
4 Accept Financial Statements and For For Management
Allocation of Income
5 Approve Discharge of Directors For For Management
6 Approve Discharge of Auditors For For Management
7 Elect Leonhard Fischer as Director For For Management
8 Ratify KPMG Reviseurs d'Entreprises as For For Management
Auditors
- --------------------------------------------------------------------------------
TYCO ELECTRONICS LTD.
Ticker: TEL Security ID: G9144P105
Meeting Date: MAR 10, 2008 Meeting Type: Annual
Record Date: JAN 8, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Pierre R. Brondeau For For Management
1.2 Elect Director Ram Charan For For Management
1.3 Elect Director Juergen W. Gromer For For Management
1.4 Elect Director Robert M. Hernandez For For Management
1.5 Elect Director Thomas J. Lynch For For Management
1.6 Elect Director Daniel J. Phelan For For Management
1.7 Elect Director Frederic M. Poses For For Management
1.8 Elect Director Lawrence S. Smith For For Management
1.9 Elect Director Paula A. Sneed For For Management
1.10 Elect Director David P. Steiner For For Management
1.11 Elect Director Sandra S. Wijnberg For For Management
2 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
TYCO INTERNATIONAL LTD.
Ticker: TYC Security ID: G9143X208
Meeting Date: MAR 13, 2008 Meeting Type: Annual
Record Date: JAN 2, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Dennis C. Blair For For Management
1.2 Elect Director Edward D. Breen For For Management
1.3 Elect Director Brian Duperreault For For Management
1.4 Elect Director Bruce S. Gordon For For Management
1.5 Elect Director Rajiv L. Gupta For For Management
1.6 Elect Director John A. Krol For For Management
1.7 Elect Director Brendan R. O'Neill For For Management
1.8 Elect Director William S. Stavropoulos For For Management
1.9 Elect Director Sandra S. Wijnberg For For Management
1.10 Elect Director Jerome B. York For For Management
1.11 Elect Director Timothy M. Donahue For For Management
2 Ratify Auditors For For Management
3 Amendemnts to the company's by-laws For For Management
- --------------------------------------------------------------------------------
UNITEDHEALTH GROUP INCORPORATED
Ticker: UNH Security ID: 91324P102
Meeting Date: JUN 5, 2008 Meeting Type: Annual
Record Date: APR 9, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director William C. Ballard, Jr. For Against Management
2 Elect Director Richard T. Burke For For Management
3 Elect Director Robert J. Darretta For For Management
4 Elect Director Stephen J. Hemsley For For Management
5 Elect Director Michele J. Hooper For For Management
6 Elect Director Douglas W. Leatherdale For For Management
7 Elect Director Glenn M. Renwick For For Management
8 Elect Director Gail R. Wilensky For For Management
9 Amend Omnibus Stock Plan For For Management
10 Amend Qualified Employee Stock Purchase For For Management
Plan
11 Ratify Auditors For For Management
12 Advisory Vote to Ratify Named Executive Against Against Shareholder
Officers' Compensation
13 Performance-Based Equity Awards Against For Shareholder
========== END NPX REPORT