------------------------
OMB APPROVAL
------------------------
OMB Number: 3235-0582
Expires: April 30, 2009
Estimated average burden
hours per response..14.4
------------------------
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 811-21306
FRANKLIN MUTUAL RECOVERY FUND
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in charter)
101 JOHN F. KENNEDY PARKWAY, SHORT HILLS, NJ 07078-2789
- -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip code)
CRAIG S. TYLE, ONE FRANKLIN PARKWAY, SAN MATEO, CA 94403-1906
- -------------------------------------------------------------------------------
(Name and address of agent for service)
Registrant's telephone number, including area code: (973) 912-2086
---------------------------
Date of fiscal year end: 3/31
------------------
Date of reporting period: 6/30/09
------------------
ITEM 1. PROXY VOTING RECORDS.
ACE AVIATION HOLDINGS INC.
Ticker: ACE.B Security ID: 00440P201
Meeting Date: JUN 26, 2009 Meeting Type: Annual
Record Date: MAY 22, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect The Directors For For Management
2 Appoint Pricewaterhousecoopers Llp As For For Management
The Auditor
3 The Undersigned Hereby Certifies that None Against Management
the Shares Represented by this Proxy
are Owned and Controlled by a Canadian
- --------------------------------------------------------------------------------
ACE AVIATION HOLDINGS INC.
Ticker: ACE.B Security ID: 00440P300
Meeting Date: JUN 26, 2009 Meeting Type: Annual
Record Date: MAY 22, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect The Directors For For Management
2 Appoint Pricewaterhousecoopers Llp As For For Management
The Auditor
3 The Undersigned Hereby Certifies that None Against Management
the Shares Represented by this Proxy
are Owned and Controlled by a Canadian
- --------------------------------------------------------------------------------
ALLIANCE ONE INTERNATIONAL INC
Ticker: AOI Security ID: 018772103
Meeting Date: JUL 31, 2008 Meeting Type: Annual
Record Date: MAY 30, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director C. Richard Green, Jr. For Withhold Management
1.2 Elect Director Nigel G. Howard For For Management
1.3 Elect Director Joseph L. Lanier, Jr. For For Management
1.4 Elect Director William S. Sheridan For For Management
2 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
ANHEUSER-BUSCH COMPANIES, INC.
Ticker: BUD Security ID: 035229103
Meeting Date: NOV 12, 2008 Meeting Type: Special
Record Date: OCT 3, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Merger Agreement For For Management
2 Adjourn Meeting For For Management
- --------------------------------------------------------------------------------
ARMSTRONG WORLD INDUSTRIES, INC.
Ticker: AWI Security ID: 04247X102
Meeting Date: JUN 22, 2009 Meeting Type: Annual
Record Date: MAR 27, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Stan A. Askren For For Management
1.2 Elect Director Jon A. Boscia For Withhold Management
1.3 Elect Director James J. Gaffney For Withhold Management
1.4 Elect Director Robert C. Garland For For Management
1.5 Elect Director Judith R. Haberkorn For Withhold Management
1.6 Elect Director Michael D. Lockhart For For Management
1.7 Elect Director James J. O'Connor For For Management
1.8 Elect Director Russell F. Peppet For Withhold Management
1.9 Elect Director Arthur J. Pergament For For Management
1.10 Elect Director John J. Roberts For For Management
1.11 Elect Director A. M. Sanders, Jr. For Withhold Management
2 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
ASHLAND INC.
Ticker: ASH Security ID: 044209104
Meeting Date: JAN 29, 2009 Meeting Type: Annual
Record Date: DEC 1, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Roger W. Hale For For Management
1.2 Elect Director Vada O. Manager For For Management
1.3 Elect Director George A Schaefer, Jr. For For Management
1.4 Elect Director John F. Turner For For Management
1.5 Elect Director Mark C. Rohr For For Management
2 Ratify Auditors For For Management
3 Adopt Majority Voting for Uncontested For For Management
Election of Directors
- --------------------------------------------------------------------------------
BANCO SANTANDER S.A.
Ticker: STD Security ID: 05964H105
Meeting Date: JAN 26, 2009 Meeting Type: Special
Record Date: JAN 2, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1 CAPITAL INCREASE BY MEANS OF THE For Did Not Vote Management
ISSUANCE OF NEW ORDINARY SHARES HAVING
A PAR VALUE OF ONE-HALF EURO EACH AND
AN ISSUANCE PREMIUM TO BE DETERMINED BY
THE BOARD OF DIRECTORS OR, BY
DELEGATION, THE EXECUTIVE COMMITTEE
2 AUTHORIZE DELIVERY OF 100 SHARES OF For Did Not Vote Management
BANK TO EACH EMPLOYEE OF ABBEY NATL PLC
SUBGRP INC FROM BRADFORD & BINGLEY PLC
GRP, AS SPECIAL BONUS IN THE FRAMEWORK
OF ACQUISITION OF RETAIL DEPOSITS,
BRANCH & DISTRIBUTION NETWORKS OF
BRADFORD & BINGLEY PLC GRP.
3 AUTHORIZE BOARD OF DIRECTORS TO For Did Not Vote Management
RATIFY,EXECUTE & DEVELOP RESOLUTIONS
ADOPTED BY SHAREHOLDERS IN GEN. MTG.,TO
DELEGATE POWERS IT RECEIVES FROM
SHAREHOLDERS ACTING IN GEN. MTG.,&
GRANT OF POWERS TO CONVERT RESOLUTIONS
TO NOTARIAL INSTRUMENTS
- --------------------------------------------------------------------------------
CADBURY PLC
Ticker: CBRY Security ID: G1843B107
Meeting Date: MAY 14, 2009 Meeting Type: Annual
Record Date:
# Proposal Mgt Rec Vote Cast Sponsor
1 Accept Financial Statements and For For Management
Statutory Reports
2 Approve Final Dividend of 11.1 Pence For For Management
Per Ordinary Share
3 Approve Remuneration Report For For Management
4 Re-elect Roger Carr as Director For For Management
5 Re-elect Todd Stitzer as Director For For Management
6 Elect Baroness Hogg as Director For For Management
7 Elect Colin Day as Director For For Management
8 Elect Andrew Bonfield as Director For For Management
9 Reappoint Deloitte LLP as Auditors of For For Management
the Company
10 Authorise Board to Fix Remuneration of For For Management
Auditors
11 Authorise Company and its Subsidiaries For For Management
to Make EU Political Donations to
Political Parties or Independent
Election Candidates, to Political
Organisations Other than Political
Parties and to Incur EU Political
Expenditure up to GBP 100,000
12 Authorise Issue of Equity with For For Management
Pre-emptive Rights Under a General
Authority up to GBP 45,410,520 and an
Additional Amount Pursuant to a Rights
Issue of up to GBP 90,821,040 After
Deducting Any Securities Issued Under
the General Authority
13 Authorise Issue of Equity or For For Management
Equity-Linked Securities without
Pre-emptive Rights up to Aggregate
Nominal Amount of GBP 6,811,578
14 Authorise Market Purchase of up to GBP For For Management
13,623,156
15 Approve That a General Meeting Other For For Management
Than an Annual General Meeting May Be
Called on Not Less than 14 Clear Days'
Notice
- --------------------------------------------------------------------------------
CARLSBERG
Ticker: CARL Security ID: K36628137
Meeting Date: MAR 12, 2009 Meeting Type: Annual
Record Date: FEB 26, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1 Receive Report of Board None None Management
2 Approve Financial Statements and For For Management
Statutory Report; Approve Discharge of
Directors
3 Approve Allocation of Income For For Management
4 Authorize Repurchase of Up to 10 For For Management
Percent of Issued Share Capital
5a Extend Authorization to Issue DKK 10 For Against Management
Million Class B Shares to Employees;
Extend Authorization to Issue
Convertible Bonds Up to DKK 639
Million; Extend Authorization to Take
Loan up to the Amount of DKK 200
Million
5b Amend Articles Re: Change Address of For For Management
Share Registrar
6 Reelect Povl Krogsgaard-Larsen and For Against Management
Niels kaergaard as Directors; Elect
Richard Burrows and Kees van der Graaf
as New Directors
7 Ratify KPMG as Auditor For For Management
8 Authorize Board of Directors to Make For For Management
Editorial Changes to Adopted
Resolutions in Connection with
Registration
- --------------------------------------------------------------------------------
CARREFOUR
Ticker: CA Security ID: F13923119
Meeting Date: JUL 28, 2008 Meeting Type: Annual/Special
Record Date: JUL 23, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1 Ratify Appointment of Bernard Arnault For For Management
as Supervisory Board Member
2 Adopt One-Tiered Board Structure For For Management
3 Amend Article of Bylaws Re: Allocation For For Management
of Income
4 Adopt New Articles of Association For For Management
5 Transfer to the Board of Directors For For Management
Outstanding Authorizations
6 Transfer to the Board of Directors For For Management
Authorizations Previously Granted
Regarding the Repurchase Share Program
7 Elect Rene Abate as Director For For Management
8 Elect Bernard Arnault as Director For For Management
9 Elect Sebastien Bazin as Director For For Management
10 Elect Nicolas Bazire as Director For For Management
11 Elect Jean-Laurent Bonnafe as Director For For Management
12 Elect Thierry Breton as Director For For Management
13 Elect Rene Brillet as Director For For Management
14 Elect Charles Edelstenne as Director For For Management
15 Elect Jean-Martin Folz as Director For For Management
16 Elect Jose Luis Leal Maldonado as For For Management
Director
17 Elect Amaury de Seze as Director For For Management
18 Elect Anne-Claire Taittinger as For For Management
Director
19 Acknowledge The length of Mandate of For For Management
Directors
20 Approve Remuneration of Directors in For For Management
the Aggregate Amount of EUR 900,000
21 Authorize Filing of Required For For Management
Documents/Other Formalities
- --------------------------------------------------------------------------------
CLEVELAND-CLIFFS INC.
Ticker: CLF Security ID: 185896107
Meeting Date: OCT 3, 2008 Meeting Type: Proxy Contest
Record Date: SEP 2, 2008
# Proposal Mgt Rec Vote Cast Sponsor
Management Proxy (White Card)
1 Approve Control Share Acquisition Against Against Shareholder
# Proposal Diss Rec Vote Cast Sponsor
Dissident Proxy (Green Card)
1 Approve Control Share Acquisition For None Shareholder
2 Adjourn Meeting For None Management
- --------------------------------------------------------------------------------
COMMUNITY HEALTH SYSTEMS, INC.
Ticker: CYH Security ID: 203668108
Meeting Date: MAY 19, 2009 Meeting Type: Annual
Record Date: MAR 31, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director John A. Clerico For For Management
2 Elect Director Julia B. North For For Management
3 Elect Director Wayne T. Smith For For Management
4 Elect Director James S. Ely, III For For Management
5 Amend Omnibus Stock Plan For For Management
6 Amend Executive Incentive Bonus Plan For For Management
7 Approve Omnibus Stock Plan For For Management
8 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
CONSTELLATION ENERGY GROUP, INC.
Ticker: CEG Security ID: 210371100
Meeting Date: JUL 18, 2008 Meeting Type: Annual
Record Date: APR 28, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Yves C. de Balmann For For Management
2 Elect Director Douglas L. Becker For For Management
3 Elect Director Ann C. Berzin For For Management
4 Elect Director James T. Brady For For Management
5 Elect Director Edward A. Crooke For For Management
6 Elect Director James R. Curtiss For For Management
7 Elect Director Freeman A. Hrabowski, For For Management
III
8 Elect Director Nancy Lampton For For Management
9 Elect Director Robert J. Lawless For For Management
10 Elect Director Lynn M. Martin For For Management
11 Elect Director Mayo A. Shattuck, III For For Management
12 Elect Director John L. Skolds For For Management
13 Elect Director Michael D. Sullivan For For Management
14 Ratify Auditors For For Management
15 Increase Authorized Common Stock For For Management
- --------------------------------------------------------------------------------
CVS CAREMARK CORP
Ticker: CVS Security ID: 126650100
Meeting Date: MAY 6, 2009 Meeting Type: Annual
Record Date: MAR 12, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Edwin M. Banks For For Management
1.2 Elect Director C. David Brown II For For Management
1.3 Elect Director David W. Dorman For For Management
1.4 Elect Director Kristen E. Gibney For For Management
Williams
1.5 Elect Director Marian L. Heard For For Management
1.6 Elect Director William H. Joyce For For Management
1.7 Elect Director Jean-Pierre Million For For Management
1.8 Elect Director Terrence Murray For For Management
1.9 Elect Director C.A. Lance Piccolo For For Management
1.10 Elect Director Sheli Z. Rosenberg For For Management
1.11 Elect Director Thomas M. Ryan For For Management
1.12 Elect Director Richard J. Swift For For Management
2 Ratify Auditors For For Management
3 Amend Articles/Bylaws/Charter -- Call Against For Shareholder
Special Meetings
4 Require Independent Board Chairman Against For Shareholder
5 Report on Political Contributions Against For Shareholder
6 Advisory Vote to Ratify Named Executive Against For Shareholder
Officers' Compensation
- --------------------------------------------------------------------------------
DANA HOLDING CORPORATION
Ticker: DAN Security ID: 235825205
Meeting Date: APR 21, 2009 Meeting Type: Annual
Record Date: FEB 23, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Gary L. Convis For For Management
1.2 Elect Director John M. Devine For For Management
1.3 Elect Director Richard A. Gephardt For For Management
1.4 Elect Director Terrence J. Keating For For Management
1.5 Elect Director Keith E. Wandell For For Management
1.6 Elect Director Jerome B. York For For Management
2 Approve Reverse Stock Split For For Management
3 Reduce Authorized Common Stock For For Management
4 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
DELTA AIR LINES, INC.
Ticker: DAL Security ID: 247361702
Meeting Date: SEP 25, 2008 Meeting Type: Special
Record Date: JUL 29, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1 Issue Shares in Connection with For For Management
Acquisition
2 Amend Omnibus Stock Plan For For Management
- --------------------------------------------------------------------------------
DELTA AIR LINES, INC.
Ticker: DAL Security ID: 247361702
Meeting Date: JUN 22, 2009 Meeting Type: Annual
Record Date: APR 24, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Richard H. Anderson For For Management
2 Elect Director Roy J. Bostock For For Management
3 Elect Director John S. Brinzo For For Management
4 Elect Director Daniel A. Carp For For Management
5 Elect Director John M. Engler For For Management
6 Elect Director Mickey P. Foret For For Management
7 Elect Director David R. Goode For For Management
8 Elect Director Paula Rosput Reynolds For For Management
9 Elect Director Kenneth C. Rogers For For Management
10 Elect Director Rodney E. Slater For For Management
11 Elect Director Douglas M. Steenland For For Management
12 Elect Director Kenneth B. Woodrow For For Management
13 Ratify Auditors For For Management
14 Provide for Cumulative Voting Against For Shareholder
- --------------------------------------------------------------------------------
DIEBOLD, INC.
Ticker: DBD Security ID: 253651103
Meeting Date: NOV 12, 2008 Meeting Type: Annual
Record Date: OCT 3, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Louis V. Bockius, III For Withhold Management
1.2 Elect Director Phillip R. Cox For For Management
1.3 Elect Director Richard L. Crandall For Withhold Management
1.4 Elect Director Gale S. Fitzgerald For For Management
1.5 Elect Director Phillip B. Lassiter For For Management
1.6 Elect Director John N. Lauer For For Management
1.7 Elect Director Eric J. Roorda For Withhold Management
1.8 Elect Director Thomas W. Swidarski For For Management
1.9 Elect Director Henry D.G. Wallace For Withhold Management
1.10 Elect Director Alan J. Weber For Withhold Management
2 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
DOMTAR CORP.
Ticker: UFS Security ID: 257559104
Meeting Date: MAY 29, 2009 Meeting Type: Annual
Record Date: APR 14, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Jack C. Bingleman For For Management
1.2 Elect Director Louis P. Gignac For For Management
1.3 Elect Director Harold H. MacKay For For Management
1.4 Elect Director W. Henson Moore For For Management
1.5 Elect Director William C. Stivers For For Management
1.6 Elect Director Richard Tan For For Management
1.7 Elect Director John D. Williams For For Management
2 Ratify Auditors For For Management
3 Approve Reverse Stock Split For For Management
- --------------------------------------------------------------------------------
ELECTRONIC DATA SYSTEMS CORP.
Ticker: EDS Security ID: 285661104
Meeting Date: JUL 31, 2008 Meeting Type: Special
Record Date: JUN 24, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Merger Agreement For For Management
2 Adjourn Meeting For For Management
- --------------------------------------------------------------------------------
FORTIS SA/NV
Ticker: FORB Security ID: B4399L102
Meeting Date: FEB 11, 2009 Meeting Type: Special
Record Date:
# Proposal Mgt Rec Vote Cast Sponsor
1 Open Meeting (Non-Voting) None Did Not Vote Management
2.1 Receive Special Board Report None Did Not Vote Management
(Non-Voting)
2.2 Receive Interim Report of Committee of None Did Not Vote Management
Experts (Non-Voting)
2.3 Receive Board Comments on Interim None Did Not Vote Management
Report of Committee of Experts
(Non-Voting)
2.4 Proposal to Vote on Item 2.5 (Voting) None Did Not Vote Management
2.5 Approve Sale of 100 Percent of the None Did Not Vote Management
Shares of Fortis Bank Nederland N.V.,
Fortis Verzekeringen Nederland N.V. and
Fortis Corporate Insurance N.V. to the
Dutch State on Oct. 3, 2008 (Voting)
2.6 Proposal to Vote on Item 2.7 (Voting) None Did Not Vote Management
2.7 Approve Sale of 50 Percent Plus One None Did Not Vote Management
Share of Fortis Bank SA/NV to the
Federal Participation and Investment
Corporation on Oct. 10, 2008, and the
Transactions To Be Entered into with
the Federal Participation and
Investment Corporation (Voting)
2.8 Proposal to Vote on Item 2.8 (Voting) None Did Not Vote Management
2.9 Approve Sale of 100 Percent of the None Did Not Vote Management
Shares of Fortis Insurance Belgium
SA/NV to BNP Paribas on Oct. 10, 2008,
and the Transactions To Be Entered into
with BNP Paribas and the Federal
Participation and Investment
Corporation (Voting)
- --------------------------------------------------------------------------------
FOUNDRY NETWORKS, INC.
Ticker: FDRY Security ID: 35063R100
Meeting Date: DEC 17, 2008 Meeting Type: Special
Record Date: NOV 7, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Merger Agreement For For Management
2 Adjourn Meeting For For Management
- --------------------------------------------------------------------------------
GROUPE EUROTUNNEL SA
Ticker: GET Security ID: F477AL114
Meeting Date: MAY 6, 2009 Meeting Type: Annual/Special
Record Date: APR 30, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Financial Statements and For For Management
Statutory Reports
2 Approve Allocation of Income and For For Management
Dividends of EUR 0.04 per Class A Share
and 0.001 per Class B Preference Share
3 Accept Consolidated Financial For For Management
Statements and Statutory Reports
4 Approve Auditors' Special Report For For Management
Regarding Related-Party Transactions
5 Ratify Related-Party Transaction For For Management
Executed Without Prior Board
Authorization
6 Authorize Repurchase of Up to 10 For For Management
Percent of Issued Share Capital
7 Approve Merger by Absorption of TNU SA For For Management
8 Approve Issuance of 178,730 Shares in For For Management
Connection with Absorption under Item 7
9 Approve Accounting Treatment of For For Management
Absorption
10 Amend Articles 6 of Bylaws to Reflect For For Management
Changes in Capital Pursuant Capital
Increase in Item 8
11 Delegation of Powers to the Board of For For Management
Directors to Execute all Formalities
Pursuant to Merger
12 Authorize Issuance of Equity or For For Management
Equity-Linked Securities with
Preemptive Rights up to Aggregate
Nominal Amount of EUR 37.5 Million
13 Authorize Issuance of Equity or For For Management
Equity-Linked Securities without
Preemptive Rights up to Aggregate
Nominal Amount of EUR 15 Million
14 Approve Issuance of Shares Up to EUR 15 For For Management
Million Reserved for Qualified
Investors
15 Authorize Capital Increase of up to 10 For For Management
Percent of Issued Capital for Future
Acquisitions
16 Set Global Limit for Capital Increase For For Management
to Result from Issuance Requests Above
at EUR 37.5 Million
17 Authorize Capital Increase of Up to EUR For For Management
115 Million for Future Exchange Offers
18 Approve Reduction in Share Capital via For For Management
Cancellation of Repurchased Shares
19 Approve Employee Stock Purchase Plan For For Management
20 Authorize Filing of Required For For Management
Documents/Other Formalities
- --------------------------------------------------------------------------------
HUNTSMAN CORP
Ticker: HUN Security ID: 447011107
Meeting Date: NOV 19, 2008 Meeting Type: Annual
Record Date: OCT 22, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Jon M. Huntsman For For Management
1.2 Elect Director Marsha J. Evans For For Management
2 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
I2 TECHNOLOGIES, INC.
Ticker: ITWO Security ID: 465754208
Meeting Date: MAY 28, 2009 Meeting Type: Annual
Record Date: APR 2, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Jackson L. Wilson, Jr. For For Management
2 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
IMAGINE GROUP HOLDINGS LTD.
Ticker: Security ID: N/A
Meeting Date: MAY 12, 2009 Meeting Type: Annual
Record Date:
# Proposal Mgt Rec Vote Cast Sponsor
1.00 Call meeting to order; appoint Chairman FOR FOR Management
of meeting; confirm quorum present;
confirm order of business
2.00 Appoint officers for the ensuing year. FOR FOR Management
Proposed: President & Chief Executive
Officer - Gregory E.A. Morrison;
General Manager and Chief Risk Officer
- James G. Doyle; Chief Financial
Officer - Gregory McConnie; General
Counsel, Secretary and Head of Compl
3.00 Consider, and if thought appropriate, FOR FOR Management
authorize the auditor's fees for the
financial year ending 31st December
2009
4.00 Consider any other business which may FOR FOR Management
properly come before the meeting.
- --------------------------------------------------------------------------------
JAPAN TOBACCO INC
Ticker: 2914 Security ID: J27869106
Meeting Date: JUN 23, 2009 Meeting Type: Annual
Record Date: MAR 31, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Allocation of Income, with a For For Management
Final Dividend of JPY 2,800
2 Amend Articles To Reflect For For Management
Digitalization of Share Certificates
3 Elect Director For For Management
4 Appoint Statutory Auditor For Against Management
- --------------------------------------------------------------------------------
KINDRED HEALTHCARE, INC.
Ticker: KND Security ID: 494580103
Meeting Date: MAY 20, 2009 Meeting Type: Annual
Record Date: MAR 24, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Edward L. Kuntz For For Management
1.2 Elect Director Joel Ackerman For For Management
1.3 Elect Director Ann C. Berzin For For Management
1.4 Elect Director Jonathan D. Blum For For Management
1.5 Elect Director Thomas P. Cooper, M.D. For For Management
1.6 Elect Director Paul J. Diaz For For Management
1.7 Elect Director Isaac Kaufman For For Management
1.8 Elect Director Frederick J. Kleisner For For Management
1.9 Elect Director Eddy J. Rogers, Jr. For For Management
2 Approve Executive Incentive Bonus Plan For For Management
3 Approve Executive Incentive Bonus Plan For For Management
4 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
LORILLARD, INC.
Ticker: LO Security ID: 544147101
Meeting Date: MAY 21, 2009 Meeting Type: Annual
Record Date: MAR 30, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Robert C. Almon For Withhold Management
1.2 Elect Director Kit D. Dietz For Withhold Management
1.3 Elect Director Nigel Travis For Withhold Management
2 Amend Omnibus Stock Plan For For Management
3 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
LSI CORP
Ticker: LSI Security ID: 502161102
Meeting Date: MAY 14, 2009 Meeting Type: Annual
Record Date: MAR 17, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Charles A. Haggerty For For Management
2 Elect Director Richard S. Hill For For Management
3 Elect Director John H.F. Miner For For Management
4 Elect Director Arun Netravali For For Management
5 Elect Director Matthew J. O'Rourke For For Management
6 Elect Director Gregorio Reyes For For Management
7 Elect Director Michael G. Strachan For For Management
8 Elect Director Abhijit Y. Talwalkar For For Management
9 Elect Director Susan Whitney For For Management
10 Ratify Auditors For For Management
11 Amend Executive Incentive Bonus Plan For For Management
- --------------------------------------------------------------------------------
MAXIM INTEGRATED PRODUCTS, INC.
Ticker: MXIM Security ID: 57772K101
Meeting Date: DEC 15, 2008 Meeting Type: Annual
Record Date: OCT 24, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Tunc Doluca For For Management
1.2 Elect Director B. Kipling Hagopian For Withhold Management
1.3 Elect Director James R. Bergman For Withhold Management
1.4 Elect Director Joseph R. Bronson For For Management
1.5 Elect Director Robert E. Grady For For Management
1.6 Elect Director William D. Watkins For For Management
1.7 Elect Director A.R. Frank Wazzan For Withhold Management
2 Ratify Auditors For For Management
3 Approve Qualified Employee Stock For For Management
Purchase Plan
- --------------------------------------------------------------------------------
MUELLER WATER PRODUCTS, INC.,
Ticker: MWA Security ID: 624758108
Meeting Date: JAN 28, 2009 Meeting Type: Annual
Record Date: DEC 3, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Donald N. Boyce For Did Not Vote Management
1.2 Elect Director Howard L. Clark, Jr. For Did Not Vote Management
1.3 Elect Director Gregory E. Hyland For Did Not Vote Management
1.4 Elect Director Jerry W. Kolb For Did Not Vote Management
1.5 Elect Director Joseph B. Leonard For Did Not Vote Management
1.6 Elect Director Mark J. O'Brien For Did Not Vote Management
1.7 Elect Director Bernard G. Rethore For Did Not Vote Management
1.8 Elect Director Neil A. Springer For Did Not Vote Management
1.9 Elect Director Lydia W. Thomas For Did Not Vote Management
1.10 Elect Director Michael T. Tokarz For Did Not Vote Management
2 Approve Conversion of Securities For Did Not Vote Management
3 Amend Omnibus Stock Plan For Did Not Vote Management
4 Ratify Auditors For Did Not Vote Management
- --------------------------------------------------------------------------------
MUELLER WATER PRODUCTS, INC.,
Ticker: MWA Security ID: 624758207
Meeting Date: JAN 28, 2009 Meeting Type: Annual
Record Date: DEC 3, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Donald N. Boyce For Did Not Vote Management
1.2 Elect Director Howard L. Clark, Jr. For Did Not Vote Management
1.3 Elect Director Gregory E. Hyland For Did Not Vote Management
1.4 Elect Director Jerry W. Kolb For Did Not Vote Management
1.5 Elect Director Joseph B. Leonard For Did Not Vote Management
1.6 Elect Director Mark J. O'Brien For Did Not Vote Management
1.7 Elect Director Bernard G. Rethore For Did Not Vote Management
1.8 Elect Director Neil A. Springer For Did Not Vote Management
1.9 Elect Director Lydia W. Thomas For Did Not Vote Management
1.10 Elect Director Michael T. Tokarz For Did Not Vote Management
2 Approve Conversion of Securities For Did Not Vote Management
3 Amend Omnibus Stock Plan For Did Not Vote Management
4 Ratify Auditors For Did Not Vote Management
- --------------------------------------------------------------------------------
NORTHWEST AIRLINES CORP.
Ticker: NWA Security ID: 667280408
Meeting Date: SEP 25, 2008 Meeting Type: Annual
Record Date: JUL 31, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Roy J. Bostock For For Management
1.2 Elect Director David A. Brandon For For Management
1.3 Elect Director Michael J. Durham For For Management
1.4 Elect Director John M. Engler For For Management
1.5 Elect Director Mickey P. Foret For For Management
1.6 Elect Director Robert L. Friedman For For Management
1.7 Elect Director Doris Kearns Goodwin For For Management
1.8 Elect Director Jeffrey G. Katz For For Management
1.9 Elect Director James J. Postl For For Management
1.10 Elect Director Rodney E. Slater For For Management
1.11 Elect Director Douglas M. Steenland For For Management
1.12 Elect Director William S. Zoller For For Management
2 Approve Reorganization For For Management
3 Ratify Auditors For For Management
4 Amend Omnibus Stock Plan For For Management
5 Adjourn Meeting For For Management
- --------------------------------------------------------------------------------
NYMEX HOLDINGS INC.
Ticker: NMX Security ID: 62948N104
Meeting Date: AUG 18, 2008 Meeting Type: Special
Record Date: JUL 18, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Acquisition For For Management
2 Adjourn Meeting For For Management
- --------------------------------------------------------------------------------
ORKLA ASA
Ticker: ORK Security ID: R67787102
Meeting Date: APR 23, 2009 Meeting Type: Annual
Record Date:
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Financial Statements and For For Management
Statutory Reports; Approve Allocation
of Income and Dividends of NOK 2.25 per
Share
2 Amend Articles Re: Authorize Board to For For Management
Appoint One or More General Managers;
Make Editorial Changes to
Administrative Bodies; Change
Registered Office to Oslo; Amend Method
of Convocation of General Meeting
3 Authorize Repurchase of up to 100 For For Management
Million Issued Shares
4 Approve Issuance of up to 72 Million For For Management
Shares without Preemptive Rights
5.1 Receive Information About Remuneration None None Management
Policy And Other Terms of Employment
For Executive Management
5.2 Approve Remuneration Policy And Other For For Management
Terms of Employment For Executive
Management
5.3 Approve Guidelines for Incentive-Based For For Management
Compensation for Executive Management
6 Reelect J. Andresen, I. Kreutzer, K. For For Management
Brundtland, R. Bjerke, K. Houg, N-H
Pettersson, G. Waersted, L. Windfeldt,
A. Gudefin, O. Svarva, D. Mejdell, M.
Blystad, N. Selte, and Elect T. Venold
as New Member of Corporate Assembly;
Elect Six Deputy Members
7 Elect Knut Brundtland and Nils-Henrik For For Management
Pettersson as Members of Nominating
Committee
8 Elect Knut Brundtland as Chairman of For For Management
Nominating Committee
9 Approve Remuneration of Auditors For For Management
- --------------------------------------------------------------------------------
PHILADELPHIA CONSOLIDATED HOLDING CORP.
Ticker: PHLY Security ID: 717528103
Meeting Date: OCT 23, 2008 Meeting Type: Special
Record Date: SEP 25, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Merger Agreement For For Management
2 Adjourn Meeting For For Management
- --------------------------------------------------------------------------------
REDWOOD TRUST, INC.
Ticker: RWT Security ID: 758075402
Meeting Date: MAY 19, 2009 Meeting Type: Annual
Record Date: MAR 31, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director George E. Bull, III For For Management
1.2 Elect Director Thomas C. Brown For For Management
1.3 Elect Director Diane L. Merdian For For Management
1.4 Elect Director Georganne C. Proctor For For Management
2 Ratify Auditors For For Management
3 Amend Qualified Employee Stock Purchase For For Management
Plan
4 Increase Authorized Common Stock For For Management
- --------------------------------------------------------------------------------
ROHM AND HAAS CO.
Ticker: ROH Security ID: 775371107
Meeting Date: OCT 29, 2008 Meeting Type: Special
Record Date: SEP 25, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Merger Agreement For For Management
2 Adjourn Meeting For For Management
- --------------------------------------------------------------------------------
SOVEREIGN BANCORP, INC.
Ticker: SOV Security ID: 845905108
Meeting Date: JAN 28, 2009 Meeting Type: Special
Record Date: DEC 19, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Merger Agreement For For Management
2 Adjourn Meeting For For Management
- --------------------------------------------------------------------------------
SYCAMORE NETWORKS, INC.
Ticker: SCMR Security ID: 871206108
Meeting Date: JAN 6, 2009 Meeting Type: Annual
Record Date: NOV 10, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Daniel E. Smith For For Management
2 Approve Reverse Stock Split For For Management
3 Approve Omnibus Stock Plan For For Management
4 Approve Non-Employee Director Stock For For Management
Option Plan
5 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
SYMETRA FINANCIAL CORP.
Ticker: Security ID: N/A
Meeting Date: MAY 13, 2009 Meeting Type: Annual
Record Date:
# Proposal Mgt Rec Vote Cast Sponsor
1.00 To elect two Class II directors to the FOR FOR Management
Board, each to hold office until the
2010 annual meeting of stockholders and
until their successors are elected and
qualified or until their earlier
resignation or removal: Sander M. Levy
and Lowndes A. Smith
- --------------------------------------------------------------------------------
TENET HEALTHCARE CORP.
Ticker: THC Security ID: 88033G100
Meeting Date: MAY 6, 2009 Meeting Type: Annual
Record Date: MAR 16, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director John Ellis "Jeb" Bush For For Management
2 Elect Director Trevor Fetter For For Management
3 Elect Director Brenda J. Gaines For For Management
4 Elect Director Karen M. Garrison For For Management
5 Elect Director Edward A. Kangas For For Management
6 Elect Director J. Robert Kerrey For For Management
7 Elect Director Floyd D. Loop For For Management
8 Elect Director Richard R. Pettingill For For Management
9 Elect Director James A. Unruh For For Management
10 Elect Director J. McDonald Williams For For Management
11 Ratify Auditors For For Management
12 Pay For Superior Performance Against Against Shareholder
- --------------------------------------------------------------------------------
TIME WARNER CABLE INC.
Ticker: TWC Security ID: 88732J207
Meeting Date: JUN 3, 2009 Meeting Type: Annual
Record Date: APR 8, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Carole Black For For Management
2 Elect Director Glenn A. Britt For For Management
3 Elect Director Thomas H. Castro For For Management
4 Elect Director David C. Chang For For Management
5 Elect Director James E. Copeland, Jr. For For Management
6 Elect Director Peter R. Haje For For Management
7 Elect Director Donna A. James For For Management
8 Elect Director Don Logan For For Management
9 Elect Director N.J. Nicholas, Jr. For For Management
10 Elect Director Wayne H. Pace For For Management
11 Elect Director Edward D. Shirley For For Management
12 Elect Director John E. Sununu For For Management
13 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
UST INC.
Ticker: UST Security ID: 902911106
Meeting Date: DEC 4, 2008 Meeting Type: Special
Record Date: OCT 23, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Merger Agreement For For Management
2 Adjourn Meeting For For Management
- --------------------------------------------------------------------------------
UTS ENERGY CORP.
Ticker: UTS Security ID: 903396109
Meeting Date: MAY 14, 2009 Meeting Type: Annual/Special
Record Date: MAR 20, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect D. Campbell Deacon, Bonnie D. For Did Not Vote Management
DuPont, Bruce C. Galloway, Donald R.
Ingram, Douglas H. Mitchell, William
J.F. Roach, Glen D. Roane, Dennis A.
Sharp and John D. Watson as Directors
2 Approve KPMG LLP as Auditors and For Did Not Vote Management
Authorize Board to Fix Their
Remuneration
3 Amend Deferred Share Unit Plan For Did Not Vote Management
- --------------------------------------------------------------------------------
VIRGIN MEDIA INC.
Ticker: VMED Security ID: 92769L101
Meeting Date: JUN 10, 2009 Meeting Type: Annual
Record Date: APR 23, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Neil A. Berkett For For Management
1.2 Elect Director Steven J. Simmons For For Management
1.3 Elect Director George R. Zoffinger For For Management
2 Ratify Auditors For For Management
3 Amend Nonqualified Employee Stock For For Management
Purchase Plan
- --------------------------------------------------------------------------------
VMWARE INC
Ticker: VMW Security ID: 928563402
Meeting Date: SEP 9, 2008 Meeting Type: Special
Record Date: AUG 7, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Stock Option Exchange Program For Did Not Vote Management
- --------------------------------------------------------------------------------
WM. WRIGLEY JR. CO.
Ticker: WWY Security ID: 982526105
Meeting Date: SEP 25, 2008 Meeting Type: Special
Record Date: JUL 28, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Merger Agreement For For Management
2 Adjourn Meeting For For Management
- --------------------------------------------------------------------------------
YAHOO!, INC.
Ticker: YHOO Security ID: 984332106
Meeting Date: AUG 1, 2008 Meeting Type: Proxy Contest
Record Date: JUN 3, 2008
# Proposal Mgt Rec Vote Cast Sponsor
Management Proxy (White Card) Did Not Vote
1.1 Elect Director Roy J. Bostock For Did Not Vote Management
1.2 Elect Director Ronald W. Burkle For Did Not Vote Management
1.3 Elect Director Eric Hippeau For Did Not Vote Management
1.4 Elect Director Vyomesh Joshi For Did Not Vote Management
1.5 Elect Director Arthur H. Kern For Did Not Vote Management
1.6 Elect Director Robert A. Kotick For Did Not Vote Management
1.7 Elect Director Mary Agnes Wilderotter For Did Not Vote Management
1.8 Elect Director Gary L. Wilson For Did Not Vote Management
1.9 Elect Director Jerry Yang For Did Not Vote Management
2 Ratify Auditors For Did Not Vote Management
3 Pay For Superior Performance Against Did Not Vote Shareholder
4 Adopt Policies to Protect Freedom of Against Did Not Vote Shareholder
Access to the Internet
5 Amend Bylaws to Establish a Board Against Did Not Vote Shareholder
Committee on Human Rights
# Proposal Diss Rec Vote Cast Sponsor
Dissident Proxy (Gold Card) Did Not Vote
1.1 Elect Director Lucian A. Bebchuk For Did Not Vote Shareholder
1.2 Elect Director Frank J. Biondi, Jr. For Did Not Vote Shareholder
1.3 Elect Director John H. Chapple For Did Not Vote Shareholder
1.4 Elect Director Mark Cuban For Did Not Vote Shareholder
1.5 Elect Director Adam Dell For Did Not Vote Shareholder
1.6 Elect Director Carl C. Icahn For Did Not Vote Shareholder
1.7 Elect Director Keith A, Meister For Did Not Vote Shareholder
1.8 Elect Director Edward H. Meyer For Did Not Vote Shareholder
1.9 Elect Director Brian S. Posner For Did Not Vote Shareholder
2 Ratify Auditors For Did Not Vote Management
3 Pay For Superior Performance For Did Not Vote Shareholder
4 Adopt Policies to Protect Freedom of Against Did Not Vote Shareholder
Access to the Internet
5 Amend Bylaws to Establish a Board Against Did Not Vote Shareholder
Committee on Human Rights
- --------------------------------------------------------------------------------
YAHOO!, INC.
Ticker: YHOO Security ID: 984332106
Meeting Date: JUN 25, 2009 Meeting Type: Annual
Record Date: APR 27, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Carol Bartz For For Management
1.2 Elect Director Frank J. Biondi, Jr. For For Management
1.3 Elect Director Roy J. Bostock For For Management
1.4 Elect Director Ronald W. Burkle For For Management
1.5 Elect Director John H. Chapple For For Management
1.6 Elect Director Eric Hippeau For For Management
1.7 Elect Director Carl C. Icahn For For Management
1.8 Elect Director Vyomesh Joshi For For Management
1.9 Elect Director Arthur H. Kern For For Management
1.10 Elect Director Mary Agnes Wilderotter For For Management
1.11 Elect Director Gary L. Wilson For For Management
1.12 Elect Director Jerry Yang For For Management
2 Amend Omnibus Stock Plan For For Management
3 Amend Qualified Employee Stock Purchase For For Management
Plan
4 Ratify Auditors For For Management
5 Advisory Vote to Ratify Named Executive Against For Shareholder
Officers' Compensation
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) FRANKLIN MUTUAL RECOVERY FUND
By (Signature and Title)*/s/LAURA F. FERGERSON
------------------------------------------------------
Laura F. Fergerson,
Chief Executive Officer - Finance and Administration
Date AUGUST 27, 2009
----------------
* PRINT THE NAME AND TITLE OF EACH SIGNING OFFICER UNDER HIS OR HER SIGNATURE.