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 811-06221 ---------------------------- BRANDYWINE BLUE FUND, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in charter) P.O. BOX 4166, GREENVILLE, DE 19807 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip code) WILLIAM F. D'ALONZO, P.O. BOX 4166, GREENVILLE, DE 19807 - -------------------------------------------------------------------------------- (Name and address of agent for service) Registrant's telephone number, including area code: 302-656-3017 ------------- Date of fiscal year end: SEPTEMBER 30 ------------- Date of reporting period: JULY 1, 2007 - JUNE 30, 2008 ----------------------------- Form N-PX is to be used by a registered management investment company, other than a small business investment company registered on Form N-5 (ss.ss. 239.24 and 274.5 of this chapter), to file reports with the Commission, not later than August 31 of each year, containing the registrant's proxy voting record for the most recent twelve-month period ended June 30, pursuant to section 30 of the Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4). The Commission may use the information provided on Form N-PX in its regulatory, disclosure review, inspection, and policymaking roles. A registrant is required to disclose the information specified by Form N-PX, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-PX unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to the Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. ss. 3507. ******************************* FORM N-Px REPORT ******************************* ICA File Number: 811-06221 Reporting Period: 07/01/2007 - 06/30/2008 Brandywine Blue Fund Inc ==================== BRANDYWINE ADVISORS MIDCAP GROWTH FUND ==================== ACERGY SA (FRMELY STOLT OFFSHORES AND STOLT COMEX SEAWAY S.A.) Ticker: ACGY Security ID: 00443E104 Meeting Date: MAY 23, 2008 Meeting Type: Annual Record Date: MAR 31, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 TO CONSIDER REPORT OF (I) DELOITTE S.A., For For Management LUXEMBOURG, (II) THE MAITLAND LUXEMBOURG, S.A., AND (III) THE BOARD OF THE COMPANY. 2 TO APPROVE THE UNCONSOLIDATED BALANCE For For Management SHEET AND STATEMENTS OF PROFIT AND LOSS OF THE COMPANY FOR THE FISCAL YEAR ENDED NOVEMBER 30, 2007. 3 TO APPROVE THE CONSOLIDATED BALANCE SHEET For For Management AND STATEMENTS OF OPERATIONS OF THE COMPANY. 4 TO DISCHARGE THE BOARD OF DIRECTORS AND For For Management STATUTORY AUDITORS OF THE COMPANY IN RESPECT OF THE PROPER PERFORMANCE OF THEIR DUTIES FOR THE FISCAL YEAR ENDED NOVEMBER 30, 2007. 5 TO AUTHORIZE THE COMPANY, OR ANY For For Management WHOLLY-OWNED SUBSIDIARY, TO PURCHASE COMMON SHARES OF THE COMPANY. 6 TO ELECT EIGHT DIRECTORS OF THE COMPANY For For Management TO HOLD OFFICE UNTIL THE NEXT ANNUAL GENERAL MEETING OF SHAREHOLDERS AND UNTIL THEIR RESPECTIVE SUCCESSORS HAVE BEEN DULY ELECTED. 7 TO ELECT STATUTORY AUDITORS TO REPORT ON For For Management THE UNCONSOLIDATED AND INDEPENDENT AUDITORS TO AUDIT CONSOLIDATED FINANCIAL STATEMENTS. 8 TO APPROVE THE DETERMINATION OF DIVIDENDS For For Management OF THE COMPANY FOR THE FISCAL YEAR ENDED NOVEMBER 30, 2007. 9 TO APPROVE THE AMENDMENT TO THE 2003 For For Management STOCK OPTION PLAN AND THE FRENCH STOCK OPTION PLAN. - -------------------------------------------------------------------------------- ACTIVISION, INC. Ticker: ATVI Security ID: 004930202 Meeting Date: SEP 27, 2007 Meeting Type: Annual Record Date: JUL 23, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert A. Kotick For For Management 1.2 Elect Director Brian G. Kelly For For Management 1.3 Elect Director Ronald Doornink For For Management 1.4 Elect Director Robert J. Corti For For Management 1.5 Elect Director Barbara S. Isgur For For Management 1.6 Elect Director Robert J. Morgado For For Management 1.7 Elect Director Peter J. Nolan For For Management 1.8 Elect Director Richard Sarnoff For For Management 2 Approve Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management 4 Increase Board Diversity Against Against Shareholder 5 Advisory Vote to Ratify Named Executive Against Against Shareholder Officer's Compensation - -------------------------------------------------------------------------------- AFFILIATED COMPUTER SERVICES, INC. Ticker: ACS Security ID: 008190100 Meeting Date: MAY 22, 2008 Meeting Type: Annual Record Date: MAR 28, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Darwin Deason For For Management 1.2 Elect Director Lynn R. Blodgett For For Management 1.3 Elect Director Robert Druskin For For Management 1.4 Elect Director Kurt R. Krauss For For Management 1.5 Elect Director Ted B. Miller, Jr. For For Management 1.6 Elect Director Paul E. Sullivan For For Management 1.7 Elect Director Frank Varasano For For Management 2 Approve Executive Incentive Bonus Plan For For Management 3 Ratify Auditors For For Management 4 Advisory Vote to Ratify Named Executive Against Against Shareholder Officers' Compensation - -------------------------------------------------------------------------------- AIRGAS, INC. Ticker: ARG Security ID: 009363102 Meeting Date: AUG 7, 2007 Meeting Type: Annual Record Date: JUN 21, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director W. Thacher Brown For For Management 1.2 Elect Director Richard C. III For For Management 1.3 Elect Director Peter Mccausland For For Management 1.4 Elect Director John C. Van Roden, Jr. For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- ARCH COAL, INC. Ticker: ACI Security ID: 039380100 Meeting Date: APR 24, 2008 Meeting Type: Annual Record Date: FEB 25, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James R. Boyd For For Management 1.2 Elect Director John W. Eaves For For Management 1.3 Elect Director Douglas H. Hunt For For Management 1.4 Elect Director A. Michael Perry For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- AUTODESK, INC. Ticker: ADSK Security ID: 052769106 Meeting Date: JUL 6, 2007 Meeting Type: Annual Record Date: JUN 1, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Carol A. Bartz For For Management 2 Elect Director Carl Bass For For Management 3 Elect Director Mark A. Bertelsen For For Management 4 Elect Director Crawford W. Beveridge For For Management 5 Elect Director J. Hallam Dawson For For Management 6 Elect Director Michael J. Fister For For Management 7 Elect Director Per-Kristian Halvorsen For For Management 8 Elect Director Larry W. Wangberg For For Management 9 Ratify Auditors For For Management - -------------------------------------------------------------------------------- BARE ESCENTUALS INC Ticker: BARE Security ID: 067511105 Meeting Date: MAY 15, 2008 Meeting Type: Annual Record Date: MAR 17, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Bradley M. Bloom For For Management 1.2 Elect Director Lea Anne S. Ottinger For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- BE AEROSPACE, INC. Ticker: BEAV Security ID: 073302101 Meeting Date: JUL 11, 2007 Meeting Type: Annual Record Date: MAY 14, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jim C. Cowart For For Management 1.2 Elect Director Arthur E. Wegner For For Management 2 Implement MacBride Principles Against Against Shareholder - -------------------------------------------------------------------------------- BJ WHOLESALE CLUB, INC Ticker: BJ Security ID: 05548J106 Meeting Date: MAY 22, 2008 Meeting Type: Annual Record Date: APR 7, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Paul Danos, Ph.D. For For Management 2 Elect Director Laura Sen For For Management 3 Elect Director Michael J. Sheehan For For Management 4 Amend Executive Incentive Bonus Plan For For Management 5 Amend Executive Incentive Bonus Plan For For Management 6 Ratify Auditors For For Management - -------------------------------------------------------------------------------- CABOT OIL & GAS CORP. Ticker: COG Security ID: 127097103 Meeting Date: APR 30, 2008 Meeting Type: Annual Record Date: MAR 11, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Dan O. Dinges For For Management 1.2 Elect Director William P. Vititoe For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- CANADIAN PACIFIC RAILWAY LIMITED Ticker: CP Security ID: 13645T100 Meeting Date: MAY 9, 2008 Meeting Type: Annual/Special Record Date: MAR 14, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John E. Cleghorn For For Management 1.2 Elect Director Tim W. Faithfull For For Management 1.3 Elect Director Frederic J. Green For For Management 1.4 Elect Director Krystyna T. Hoeg For For Management 1.5 Elect Director John P. Manley For For Management 1.6 Elect Director Linda J. Morgan For For Management 1.7 Elect Director Madeleine Paquin For For Management 1.8 Elect Director Michael E. J. Phelps For For Management 1.9 Elect Director Roger Phillips For For Management 1.10 Elect Director Hartley T. Richardson For For Management 1.11 Elect Director Michael W. Wright For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Amend Shareholder Rights Plan For For Management 4 Amend Stock Option Plan For For Management - -------------------------------------------------------------------------------- CENTURY ALUMINUM COMPANY Ticker: CENX Security ID: 156431108 Meeting Date: JUN 24, 2008 Meeting Type: Annual Record Date: MAY 1, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert E. Fishman, Ph.D. For For Management 1.2 Elect Director Jack E. Thompson For For Management 1.3 Elect Director Catherine Z. Manning For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- CHARLES RIVER LABORATORIES INTERNATIONAL, INC. Ticker: CRL Security ID: 159864107 Meeting Date: MAY 8, 2008 Meeting Type: Annual Record Date: MAR 20, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James C. Foster For For Management 1.2 Elect Director Nancy T. Chang For For Management 1.3 Elect Director Stephen D. Chubb For For Management 1.4 Elect Director George E. Massaro For For Management 1.5 Elect Director George M. Milne, Jr. For For Management 1.6 Elect Director C. Richard Reese For For Management 1.7 Elect Director Douglas E. Rogers For For Management 1.8 Elect Director Samuel O. Thier For For Management 1.9 Elect Director William H. Waltrip For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- CHICAGO BRIDGE & IRON CO. Ticker: CBI Security ID: 167250109 Meeting Date: NOV 16, 2007 Meeting Type: Special Record Date: OCT 17, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 TO APPROVE AND AUTHORIZE THE ACQUISITION For For Management OF THE LUMMUS GLOBAL BUSINESS OF ABB ASEA BROWN BOVERI LTD. BY CB&I OR DIRECT OR INDIRECT WHOLLY-OWNED SUBSIDIARIES OF CB&I. - -------------------------------------------------------------------------------- CHURCH & DWIGHT CO., INC. Ticker: CHD Security ID: 171340102 Meeting Date: MAY 1, 2008 Meeting Type: Annual Record Date: MAR 14, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James R. Craigie For For Management 1.2 Elect Director Robert A. Davies, III For For Management 1.3 Elect Director Rosina B. Dixon For For Management 1.4 Elect Director Robert D. Leblanc For For Management 2 Increase Authorized Common Stock For For Management 3 Approve Omnibus Stock Plan For For Management 4 Ratify Auditors For For Management - -------------------------------------------------------------------------------- COMMUNITY HEALTH SYSTEMS, INC. Ticker: CYH Security ID: 203668108 Meeting Date: MAY 20, 2008 Meeting Type: Annual Record Date: MAR 31, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director John A. Fry For For Management 2 Elect Director William Norris Jennings, For For Management M.D. 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- CORE LABORATORIES N V Ticker: CLB Security ID: N22717107 Meeting Date: MAY 28, 2008 Meeting Type: Annual Record Date: APR 3, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director David M. Demshur For For Management 1.2 Elect Director Rene R. Joyce For For Management 1.3 Elect Director Michael C. Kearney For For Management 2 CONFIRMATION AND ADOPTION OF DUTCH For For Management STATUTORY ANNUAL ACCOUNTS FOR THE YEAR ENDED DECEMBER 31, 2007. 3 APPROVE AND RESOLVE THE CANCELLATION OF For For Management OUR REPURCHASED SHARES UP TO THE DATE OF OUR ANNUAL MEETING. 4 APPROVE AND RESOLVE THE CANCELLATION OF For For Management 5% OF OUR ISSUED SHARE CAPITAL, IF PURCHASED FROM TIME TO TIME DURING THE 18-MONTH PERIOD FROM THE DATE OF THE ANNUAL MEETING UNTIL NOVEMBER 28, 2009. 5 APPROVE AND RESOLVE THE EXTENSION OF For For Management AUTHORITY OF MANAGEMENT BOARD TO REPURCHASE UP TO 10% OF THE ISSUED SHARE CAPITAL OF THE COMPANY UNTIL NOVEMBER 28, 2009. 6 APPROVE AND RESOLVE THE EXTENSION OF For For Management AUTHORITY OF SUPERVISORY BOARD TO ISSUE SHARES AND/OR TO GRANT RIGHTS. 7 APPROVE AND RESOLVE THE EXTENSION OF For For Management AUTHORITY OF SUPERVISORY BOARD TO LIMIT OR ELIMINATE PREEMPTIVE RIGHTS OF HOLDERS OF COMMON SHARES AND/OR PREFERENCE SHARES UNTIL MAY 28, 2013. 8 RATIFICATION OF APPOINTMENT OF For For Management PRICEWATERHOUSECOOPERS LLP AS THE COMPANY S INDEPENDENT PUBLIC ACCOUNTANTS FOR THE YEAR ENDED DECEMBER 31, 2008. - -------------------------------------------------------------------------------- CORRECTIONS CORPORATION OF AMERICA Ticker: CXW Security ID: 22025Y407 Meeting Date: MAY 16, 2008 Meeting Type: Annual Record Date: MAR 24, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William F. Andrews For For Management 1.2 Elect Director John D. Ferguson For For Management 1.3 Elect Director Donna M. Alvarado For For Management 1.4 Elect Director Lucius E. Burch, III For For Management 1.5 Elect Director John D. Correnti For For Management 1.6 Elect Director Dennis W. DeConcini For For Management 1.7 Elect Director John R. Horne For For Management 1.8 Elect Director C. Michael Jacobi For For Management 1.9 Elect Director Thurgood Marshall, Jr. For For Management 1.10 Elect Director Charles L. Overby For For Management 1.11 Elect Director John R. Prann, Jr. For For Management 1.12 Elect Director Joseph V. Russell For For Management 1.13 Elect Director Henri L. Wedell For For Management 2 Ratify Auditors For For Management 3 Report on Political Contributions Against Against Shareholder - -------------------------------------------------------------------------------- COVANCE INC. Ticker: CVD Security ID: 222816100 Meeting Date: MAY 8, 2008 Meeting Type: Annual Record Date: MAR 18, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Kathleen G. Bang For For Management 1.2 Elect Director Gary E. Costley, Ph.D. For For Management 2 Approve Non-Employee Director Stock For For Management Option Plan 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- CROWN HOLDINGS, INC. Ticker: CCK Security ID: 228368106 Meeting Date: APR 24, 2008 Meeting Type: Annual Record Date: MAR 11, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jenne K. Britell For For Management 1.2 Elect Director John W. Conway For For Management 1.3 Elect Director Arnold W. Donald For For Management 1.4 Elect Director William G. Little For For Management 1.5 Elect Director Hans J. Loliger For For Management 1.6 Elect Director Thomas A. Ralph For For Management 1.7 Elect Director Hugues Du Rouret For For Management 1.8 Elect Director Alan W. Rutherford For For Management 1.9 Elect Director Jim L. Turner For For Management 1.10 Elect Director William S. Urkiel For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- CURTISS-WRIGHT CORP. Ticker: CW Security ID: 231561101 Meeting Date: MAY 2, 2008 Meeting Type: Annual Record Date: MAR 6, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Martin R. Benante For For Management 1.2 Elect Director S. Marce Fuller For For Management 1.3 Elect Director Allen A. Kozinski For For Management 1.4 Elect Director Carl G. Miller For For Management 1.5 Elect Director William B. Mitchell For For Management 1.6 Elect Director John R. Myers For For Management 1.7 Elect Director John B. Nathman For For Management 1.8 Elect Director William W. Sihler For For Management 1.9 Elect Director Albert E. Smith For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- DENTSPLY INTERNATIONAL, INC. Ticker: XRAY Security ID: 249030107 Meeting Date: MAY 13, 2008 Meeting Type: Annual Record Date: MAR 17, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael C. Alfano For For Management 1.2 Elect Director Eric K. Brandt For For Management 1.3 Elect Director William F. Hecht For For Management 1.4 Elect Director Francis J. Lunger For For Management 2 Ratify Auditors For For Management 3 Prepare Sustainability Report Against Against Shareholder - -------------------------------------------------------------------------------- EMCOR GROUP, INC. Ticker: EME Security ID: 29084Q100 Meeting Date: JUN 18, 2008 Meeting Type: Annual Record Date: APR 22, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Frank T. MacInnis For For Management 1.2 Elect Director Stephen W. Bershad For For Management 1.3 Elect Director David A.B. Brown For For Management 1.4 Elect Director Larry J. Bump For For Management 1.5 Elect Director Albert Fried, Jr. For For Management 1.6 Elect Director Richard F. Hamm, Jr. For For Management 1.7 Elect Director Jerry E. Ryan For For Management 1.8 Elect Director Michael T. Yonker For For Management 2 Approve Executive Incentive Bonus Plan For For Management 3 Approve Nonqualified Employee Stock For For Management Purchase Plan 4 Ratify Auditors For For Management - -------------------------------------------------------------------------------- FIDELITY NATIONAL INFORMATION SERVICES INC Ticker: FIS Security ID: 31620M106 Meeting Date: MAY 29, 2008 Meeting Type: Annual Record Date: MAR 31, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Marshall Haines For For Management 1.2 Elect Director David K. Hunt For For Management 1.3 Elect Director Cary H. Thompson For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management - -------------------------------------------------------------------------------- FLOWSERVE CORP. Ticker: FLS Security ID: 34354P105 Meeting Date: MAY 30, 2008 Meeting Type: Annual Record Date: APR 4, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John R. Friedery For For Management 1.2 Elect Director Joe E. Harlan For For Management 1.3 Elect Director Michael F. Johnston For For Management 1.4 Elect Director Kevin E. Sheehan For For Management 1.5 Elect Director Gayla J. Delly For For Management 1.6 Elect Director Charles M. Rampacek For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- FLUOR CORP. Ticker: FLR Security ID: 343412102 Meeting Date: MAY 7, 2008 Meeting Type: Annual Record Date: MAR 10, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Ilesanmi Adesida For For Management 2 Elect Director Peter J. Fluor For For Management 3 Elect Director Joseph W. Prueher For For Management 4 Elect Director Suzanne H. Woolsey For For Management 5 Ratify Auditors For For Management 6 Increase Authorized Common Stock For For Management 7 Approve Omnibus Stock Plan For For Management - -------------------------------------------------------------------------------- FMC CORP. Ticker: FMC Security ID: 302491303 Meeting Date: APR 22, 2008 Meeting Type: Annual Record Date: FEB 26, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Edward J. Mooney For For Management 1.2 Elect Director Enrique J. Sosa For For Management 1.3 Elect Director Vincent R. Volpe, Jr. For For Management 1.4 Elect Director Robert C. Pallash For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- FOSTER WHEELER LTD Ticker: FWLT Security ID: G36535139 Meeting Date: MAY 6, 2008 Meeting Type: Annual Record Date: MAR 10, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jack A. Fusco For For Management 1.2 Elect Director Edward G. Galante For For Management 1.3 Elect Director Raymond J. Milchovich For For Management 2 APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP For For Management AS FOSTER WHEELER LTD. S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2008 AND AUTHORIZATION OF THE BOARD, THROUGH THE AUDIT COMMITTEE, TO SET THE FIRM S REMUNERATION. - -------------------------------------------------------------------------------- GAMESTOP CORP. Ticker: GME Security ID: 36467W109 Meeting Date: JUN 24, 2008 Meeting Type: Annual Record Date: MAY 1, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Leonard Riggio For For Management 1.2 Elect Director Stanley (Mickey) Steinberg For For Management 1.3 Elect Director Gerald R. Szczepanski For For Management 1.4 Elect Director Lawrence S. Zilavy For For Management 2 Amend Executive Incentive Bonus Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- GEN-PROBE, INC. Ticker: GPRO Security ID: 36866T103 Meeting Date: MAY 15, 2008 Meeting Type: Annual Record Date: MAR 20, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Raymond V. Dittamore For For Management 2 Election of Director Abraham D. Sofaer For For Management 3 Elect Director Phillip M. Schneider For For Management 4 Ratify Auditors For For Management - -------------------------------------------------------------------------------- GFI GROUP INC Ticker: GFIG Security ID: 361652209 Meeting Date: JAN 11, 2008 Meeting Type: Special Record Date: NOV 19, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Increase Authorized Common Stock For For Management - -------------------------------------------------------------------------------- GFI GROUP INC Ticker: GFIG Security ID: 361652209 Meeting Date: JUN 11, 2008 Meeting Type: Annual Record Date: APR 16, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Michael Gooch For For Management 2 Elect Director Marisa Cassoni For For Management 3 Ratify Auditors For For Management 4 Approve Omnibus Stock Plan For For Management 5 Approve Executive Incentive Bonus Plan For For Management - -------------------------------------------------------------------------------- GOODRICH CORPORATION Ticker: GR Security ID: 382388106 Meeting Date: APR 22, 2008 Meeting Type: Annual Record Date: MAR 3, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Diane C. Creel For For Management 1.2 Elect Director George A. Davidson, Jr. For For Management 1.3 Elect Director Harris E. DeLoach, Jr. For For Management 1.4 Elect Director James W. Griffith For For Management 1.5 Elect Director William R. Holland For For Management 1.6 Elect Director John P. Jumper For For Management 1.7 Elect Director Marshall O. Larsen For For Management 1.8 Elect Director Lloyd W. Newton For For Management 1.9 Elect Director Douglas E. Olesen For For Management 1.10 Elect Director Alfred M. Rankin, Jr. For For Management 1.11 Elect Director A. Thomas Young For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Approve Qualified Employee Stock Purchase For For Management Plan - -------------------------------------------------------------------------------- HARRIS CORP. Ticker: HRS Security ID: 413875105 Meeting Date: OCT 26, 2007 Meeting Type: Annual Record Date: AUG 31, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Thomas A. Dattilo For For Management 2 Elect Director Howard Lance For For Management 3 Elect Director James C. Stoffel For For Management 4 Ratify Auditors For For Management - -------------------------------------------------------------------------------- HOSPIRA, INC. Ticker: HSP Security ID: 441060100 Meeting Date: MAY 13, 2008 Meeting Type: Annual Record Date: MAR 17, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Irving W. Bailey, II For For Management 1.2 Elect Director Ronald A. Matricaria For For Management 1.3 Elect Director Jacque J. Sokolov For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- IMMUCOR, INC. Ticker: BLUD Security ID: 452526106 Meeting Date: NOV 15, 2007 Meeting Type: Annual Record Date: SEP 7, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Roswell S. Bowers For For Management 1.2 Elect Director Gioacchino De Chirico For For Management 1.3 Elect Director Ralph A. Eatz For For Management 1.4 Elect Director Michael S. Goldman For For Management 1.5 Elect Director Jack Goldstein For For Management 1.6 Elect Director John A. Harris For For Management 1.7 Elect Director Hiroshi Hoketsu For For Management 1.8 Elect Director Joseph E. Rosen For For Management 2 Other Business For For Management - -------------------------------------------------------------------------------- INVERNESS MEDICAL INNOVATIONS INC Ticker: IMA Security ID: 46126P106 Meeting Date: DEC 20, 2007 Meeting Type: Special Record Date: NOV 15, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Amend Omnibus Stock Plan For For Management - -------------------------------------------------------------------------------- KIRBY CORP. Ticker: KEX Security ID: 497266106 Meeting Date: APR 22, 2008 Meeting Type: Annual Record Date: MAR 3, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director James R. Clark For For Management 2 Elect Director David L. Lemmon For For Management 3 Elect Director George A. Peterkin, Jr. For For Management 4 Elect Director Richard R. Stewart For For Management 5 Amend Omnibus Stock Plan For For Management 6 Amend Non-Employee Director Omnibus Stock For For Management Plan 7 Ratify Auditors For For Management - -------------------------------------------------------------------------------- LKQ CORP. Ticker: LKQX Security ID: 501889208 Meeting Date: MAY 5, 2008 Meeting Type: Annual Record Date: MAR 17, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director A. Clinton Allen For For Management 1.2 Elect Director Robert M. Devlin For For Management 1.3 Elect Director Donald F. Flynn For For Management 1.4 Elect Director Kevin F. Flynn For For Management 1.5 Elect Director Ronald G. Foster For For Management 1.6 Elect Director Joseph M. Holsten For For Management 1.7 Elect Director Richard L. Keister For For Management 1.8 Elect Director Paul M. Meister For For Management 1.9 Elect Director John F. O'Brien For For Management 1.10 Elect Director William M. Webster, IV For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- MCDERMOTT INTERNATIONAL, INC. Ticker: MDR Security ID: 580037109 Meeting Date: MAY 9, 2008 Meeting Type: Annual Record Date: MAR 31, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 DIRECTOR ROGER A. BROWN For For Management 1.2 DIRECTOR OLIVER D. KINGSLEY, JR. For For Management 1.3 DIRECTOR BRUCE W. WILKINSON For For Management 2 APPROVE AMENDMENT TO ARTICLES OF For For Management INCORPORATION TO CHANGE THE PERIOD WITHIN WHICH OUR BOARD OF DIRECTORS MAY SET A RECORD DATE OF A MEETING OF STOCKHOLDERS. 3 RATIFICATION OF APPOINTMENT OF MCDERMOTT For For Management S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2008. - -------------------------------------------------------------------------------- METTLER-TOLEDO INTERNATIONAL INC. Ticker: MTD Security ID: 592688105 Meeting Date: APR 24, 2008 Meeting Type: Annual Record Date: FEB 25, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Robert F. Spoerry For For Management 2 Elect Director Wah-Hui Chu For For Management 3 Elect Director Francis A. Contino For For Management 4 Elect Director John T. Dickson For For Management 5 Elect Director Philip H. Geier For For Management 6 Elect Director Hans Ulrich Maerki For For Management 7 Elect Director George M. Milne For For Management 8 Elect Director Thomas P. Salice For For Management 9 Ratify Auditors For For Management - -------------------------------------------------------------------------------- NABORS INDUSTRIES, LTD. Ticker: NBR Security ID: G6359F103 Meeting Date: JUN 3, 2008 Meeting Type: Annual Record Date: APR 4, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Anthony G. Petrello For For Management 1.2 Elect Director Myron M. Sheinfeld For For Management 1.3 Elect Director Martin J. Whitman For For Management 2 Ratify Auditors For For Management 3 SHAREHOLDER PROPOSAL TO ADOPT A PAY FOR Against Against Shareholder SUPERIOR PERFORMANCE STANDARD IN THE COMPANY S EXECUTIVE COMPENSATION PLAN FOR SENIOR EXECUTIVES. 4 SHAREHOLDER PROPOSAL REGARDING GROSS-UP Against Against Shareholder PAYMENTS TO SENIOR EXECUTIVES. - -------------------------------------------------------------------------------- NEUSTAR, INC Ticker: NSR Security ID: 64126X201 Meeting Date: JUL 9, 2007 Meeting Type: Annual Record Date: MAY 11, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jeffrey E. Ganek For For Management 1.2 Elect Director Hellene S. Runtagh For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- NUANCE COMMUNICATIONS, INC. Ticker: NUAN Security ID: 67020Y100 Meeting Date: APR 21, 2008 Meeting Type: Annual Record Date: MAR 7, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Charles W. Berger For For Management 1.2 Elect Director Robert J. Frankenberg For For Management 1.3 Elect Director Jeffrey A. Harris For For Management 1.4 Elect Director William H. Janeway For For Management 1.5 Elect Director Katharine A. Martin For For Management 1.6 Elect Director Mark B. Myers For For Management 1.7 Elect Director Philip J. Quigley For For Management 1.8 Elect Director Paul A. Ricci For For Management 1.9 Elect Director Robert G. Teresi For For Management 2 Amend Qualified Employee Stock Purchase For For Management Plan 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- OCEANEERING INTERNATIONAL, INC. Ticker: OII Security ID: 675232102 Meeting Date: MAY 16, 2008 Meeting Type: Annual Record Date: MAR 24, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director T. Jay Collins For For Management 1.2 Elect Director D. Michael Hughes For For Management 2 Increase Authorized Common Stock For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- OWENS-ILLINOIS, INC. Ticker: OI Security ID: 690768403 Meeting Date: MAY 9, 2008 Meeting Type: Annual Record Date: MAR 11, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Peter S. Hellman For For Management 1.2 Elect Director Anastasia D. Kelly For For Management 1.3 Elect Director John J. Mcmackin, Jr. For For Management 1.4 Elect Director Hugh H. Roberts For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- PEDIATRIX MEDICAL GROUP, INC. Ticker: PDX Security ID: 705324101 Meeting Date: NOV 1, 2007 Meeting Type: Annual Record Date: SEP 12, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Cesar L. Alvarez For For Management 1.2 Elect Director Waldemar A. Carlo, M.D. For For Management 1.3 Elect Director Michael B. Fernandez For For Management 1.4 Elect Director Roger K. Freeman, M.D. For For Management 1.5 Elect Director Paul G. Gabos For For Management 1.6 Elect Director P.J. Goldschmidt, M.D. For For Management 1.7 Elect Director Roger J. Medel, M.D. For For Management 1.8 Elect Director Manuel Kadre For For Management 1.9 Elect Director Enrique J. Sosa, Ph.D. For For Management - -------------------------------------------------------------------------------- PEDIATRIX MEDICAL GROUP, INC. Ticker: PDX Security ID: 705324101 Meeting Date: MAY 23, 2008 Meeting Type: Annual Record Date: MAR 25, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Cesar L. Alvarez For For Management 1.2 Elect Director Waldemar A. Carlo, M.D. For For Management 1.3 Elect Director Michael B. Fernandez For For Management 1.4 Elect Director Roger K. Freeman, M.D. For For Management 1.5 Elect Director Paul G. Gabos For For Management 1.6 Elect Director Pascal J. Goldschmidt, For For Management M.D. 1.7 Elect Director Roger J. Medel, M.D. For For Management 1.8 Elect Director Manuel Kadre For For Management 1.9 Elect Director Enrique J. Sosa, Ph.D. For For Management 2 Approve Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- PETROHAWK ENERGY CORPORATION Ticker: HK Security ID: 716495106 Meeting Date: JUL 18, 2007 Meeting Type: Annual Record Date: MAY 21, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Thomas R. Fuller For For Management 1.2 Elect Director Robert G. Raynolds For For Management 1.3 Elect Director Christopher A. Viggiano For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- PETROHAWK ENERGY CORPORATION Ticker: HK Security ID: 716495106 Meeting Date: MAY 20, 2008 Meeting Type: Annual Record Date: MAR 28, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Floyd C. Wilson For For Management 1.2 Elect Director Tucker S. Bridwell For For Management 1.3 Elect Director Gary A. Merriman For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- PRECISION CASTPARTS CORP. Ticker: PCP Security ID: 740189105 Meeting Date: AUG 14, 2007 Meeting Type: Annual Record Date: JUN 21, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Peter R. Bridenbaugh For For Management 1.2 Elect Director Steven G. Rothmeier For For Management 1.3 Elect Director Rick Schmidt For For Management 1.4 Elect Director Daniel J. Murphy For For Management 2 Approve Executive Incentive Bonus Plan For For Management - -------------------------------------------------------------------------------- REPUBLIC SERVICES, INC. Ticker: RSG Security ID: 760759100 Meeting Date: MAY 16, 2008 Meeting Type: Annual Record Date: MAR 19, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James E. O'Connor For For Management 1.2 Elect Director Harris W. Hudson For For Management 1.3 Elect Director John W. Croghan For For Management 1.4 Elect Director W. Lee Nutter For For Management 1.5 Elect Director Ramon A. Rodriguez For For Management 1.6 Elect Director Allan C. Sorensen For For Management 1.7 Elect Director Michael W. Wickham For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- ROCKWELL COLLINS, INC. Ticker: COL Security ID: 774341101 Meeting Date: FEB 12, 2008 Meeting Type: Annual Record Date: DEC 14, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director C.A. Davis For For Management 1.2 Elect Director R.E. Eberhart For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- ROYAL CARIBBEAN CRUISES LTD. Ticker: RCL Security ID: V7780T103 Meeting Date: MAY 13, 2008 Meeting Type: Annual Record Date: MAR 26, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Laura D.S. Laviada For For Management 1.2 Elect Director Eyal Ofer For For Management 1.3 Elect Director William K. Reilly For For Management 1.4 Elect Director A. Alexander Wilhelmsen For For Management 2 APPROVAL OF ROYAL CARIBBEAN CRUISES LTD. For For Management 2008 EQUITY PLAN. 3 RATIFICATION OF APPOINTMENT OF For For Management PRICEWATERHOUSECOOPERS LLP AS THE COMPANY S INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM FOR 2008. 4 THE SHAREHOLDER PROPOSAL SET FORTH IN THE Against Against Shareholder ACCOMPANYING PROXY STATEMENT. - -------------------------------------------------------------------------------- SAIC INC Ticker: SAI Security ID: 78390X101 Meeting Date: MAY 30, 2008 Meeting Type: Annual Record Date: APR 1, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Kenneth C. Dahlberg For For Management 1.2 Elect Director France C. Cordova For For Management 1.3 Elect Director Wolfgang H. Demisch For For Management 1.4 Elect Director Jere A. Drummond For For Management 1.5 Elect Director John J. Hamre For For Management 1.6 Elect Director Miriam E. John For For Management 1.7 Elect Director Anita K. Jones For For Management 1.8 Elect Director John P. Jumper For For Management 1.9 Elect Director Harry M.J. Kraemer, Jr. For For Management 1.10 Elect Director Edward J. Sanderson, Jr. For For Management 1.11 Elect Director Louis A. Simpson For For Management 1.12 Elect Director A. Thomas Young For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- SANDRIDGE ENERGY, INC. Ticker: SD Security ID: 80007P307 Meeting Date: JUN 6, 2008 Meeting Type: Annual Record Date: APR 9, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Tom L. Ward For For Management 1.2 Elect Director Roy T. Oliver, Jr. For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- THERMO FISHER SCIENTIFIC INC. Ticker: TMO Security ID: 883556102 Meeting Date: MAY 20, 2008 Meeting Type: Annual Record Date: MAR 28, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Scott M. Sperling For For Management 2 Elect Director Bruce L. Koepfgen For For Management 3 Elect Director Michael E. Porter For For Management 4 Approve Omnibus Stock Plan For For Management 5 Approve Executive Incentive Bonus Plan For For Management 6 Ratify Auditors For For Management - -------------------------------------------------------------------------------- URBAN OUTFITTERS, INC. Ticker: URBN Security ID: 917047102 Meeting Date: MAY 20, 2008 Meeting Type: Annual Record Date: MAR 26, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Richard A. Hayne For For Management 1.2 Elect Director Scott A. Belair For For Management 1.3 Elect Director Harry S. Cherken, Jr. For For Management 1.4 Elect Director Joel S. Lawson, III For For Management 1.5 Elect Director Robert H. Strouse For For Management 1.6 Elect Director Glen T. Senk For For Management 2 Approve Omnibus Stock Plan For For Management 3 Adopt ILO Based Code of Conduct Against Against Shareholder - -------------------------------------------------------------------------------- URS CORP. Ticker: URS Security ID: 903236107 Meeting Date: NOV 15, 2007 Meeting Type: Special Record Date: SEP 21, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Issue Shares in Connection with an For For Management Acquisition 2 Adjourn Meeting For For Management - -------------------------------------------------------------------------------- URS CORP. Ticker: URS Security ID: 903236107 Meeting Date: MAY 22, 2008 Meeting Type: Annual Record Date: APR 7, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director H. Jesse Arnelle For For Management 2 Elect Director Armen Der Marderosian For For Management 3 Elect Director Mickey P. Foret For For Management 4 Elect Director Martin M. Koffel For For Management 5 Elect Director Joseph W. Ralston For For Management 6 Elect Director John D. Roach For For Management 7 Elect Director Douglas W. Stotlar For For Management 8 Elect Director William P. Sullivan For For Management 9 Elect Director William D. Walsh For For Management 10 Elect Director Lydia H. Kennard For For Management 11 Increase Authorized Common Stock For For Management 12 Approve Omnibus Stock Plan For For Management 13 Approve Qualified Employee Stock Purchase For For Management Plan 14 Ratify Auditors For For Management - -------------------------------------------------------------------------------- VARIAN, INC. Ticker: VARI Security ID: 922206107 Meeting Date: JAN 31, 2008 Meeting Type: Annual Record Date: DEC 10, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Garry W. Rogerson For For Management 1.2 Elect Director Elizabeth E. Tallett For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management - -------------------------------------------------------------------------------- VERISIGN, INC. Ticker: VRSN Security ID: 92343E102 Meeting Date: AUG 30, 2007 Meeting Type: Annual Record Date: JUL 13, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director D. James Bidzos For For Management 1.2 Elect Director William L. Chenevich For For Management 1.3 Elect Director Louis A. Simpson For For Management 2 Declassify the Board of Directors For For Management 3 Approve Qualified Employee Stock Purchase For For Management Plan 4 Ratify Auditors For For Management - -------------------------------------------------------------------------------- WATSON WYATT WORLDWIDE INC Ticker: WW Security ID: 942712100 Meeting Date: NOV 16, 2007 Meeting Type: Annual Record Date: OCT 1, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John J. Gabarro For For Management 1.2 Elect Director John J. Haley For For Management 1.3 Elect Director R. Michael Mccullough For For Management 1.4 Elect Director Kevin L. Meehan For For Management 1.5 Elect Director Brendan R. O'Neill For For Management 1.6 Elect Director Linda D. Rabbitt For For Management 1.7 Elect Director C. Ramamurthy For For Management 1.8 Elect Director Gilbert T. Ray For For Management 1.9 Elect Director John C. Wright For For Management 2 Ratify Auditors For For Management ============================= BRANDYWINE BLUE FUND ============================= ABB LTD. Ticker: ABB Security ID: 000375204 Meeting Date: MAY 8, 2008 Meeting Type: Annual Record Date: MAR 31, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 APPROVAL OF THE ANNUAL REPORT, THE For For Management CONSOLIDATED FINANCIAL STATEMENTS AND THE ANNUAL FINANCIAL STATEMENTS FOR 2007. 2 APPROVAL OF THE DISCHARGE OF THE BOARD OF For For Management DIRECTORS AND THE PERSONS ENTRUSTED WITH MANAGEMENT. 3 APPROVAL OF APPROPRIATION OF AVAILABLE For For Management EARNINGS AND RELEASE OF LEGAL RESERVES. 4 APPROVAL OF THE CREATION OF ADDITIONAL For For Management CONTINGENT SHARE CAPITAL. 5 APPROVAL OF THE CAPITAL REDUCTION THROUGH For For Management NOMINAL VALUE REPAYMENT. 6 APPROVAL OF THE AMENDMENT TO THE ARTICLES For For Management OF INCORPORATION RELATED TO THE CAPITAL REDUCTION. 7 APPROVAL OF THE GENERAL AMENDMENTS TO THE For For Management ARTICLES OF INCORPORATION: AMENDMENT TO ARTICLE 8 PARA. 1 OF THE ARTICLES OF INCORPORATION. 8 APPROVAL OF THE GENERAL AMENDMENTS TO THE For For Management ARTICLES OF INCORPORATION: AMENDMENT TO ARTICLE 19(I) OF THE ARTICLES OF INCORPORATION. 9 APPROVAL OF THE GENERAL AMENDMENTS TO THE For For Management ARTICLES OF INCORPORATION: AMENDMENT TO ARTICLE 20 OF THE ARTICLES OF INCORPORATION. 10 APPROVAL OF THE GENERAL AMENDMENTS TO THE For For Management ARTICLES OF INCORPORATION: AMENDMENT TO ARTICLE 22 PARA. 1 OF THE ARTICLES OF INCORPORATION. 11 APPROVAL OF THE GENERAL AMENDMENTS TO THE For For Management ARTICLES OF INCORPORATION: AMENDMENT TO ARTICLE 28 OF THE ARTICLES OF INCORPORATION. 12 APPROVAL OF THE ELECTIONS TO THE BOARD OF For For Management DIRECTORS, AS SET FORTH IN THE COMPANY S NOTICE OF MEETING ENCLOSED HEREWITH: HUBERTUS VON GRUNBERG, GERMAN, RE-ELECT AS A DIRECTOR. 13 APPROVAL OF THE ELECTIONS TO THE BOARD OF For For Management DIRECTORS, AS SET FORTH IN THE COMPANY S NOTICE OF MEETING ENCLOSED HEREWITH: ROGER AGNELLI, BRAZILIAN, RE-ELECT AS A DIRECTOR. 14 APPROVAL OF THE ELECTIONS TO THE BOARD OF For For Management DIRECTORS, AS SET FORTH IN THE COMPANY S NOTICE OF MEETING ENCLOSED HEREWITH: LOUIS R. HUGHES, AMERICAN, RE-ELECT AS A DIRECTOR. 15 APPROVAL OF THE ELECTIONS TO THE BOARD OF For For Management DIRECTORS, AS SET FORTH IN THE COMPANY S NOTICE OF MEETING ENCLOSED HEREWITH: HANS ULRICH MARKI, SWISS, RE-ELECT AS A DIRECTOR. 16 APPROVAL OF THE ELECTIONS TO THE BOARD OF For For Management DIRECTORS, AS SET FORTH IN THE COMPANY S NOTICE OF MEETING ENCLOSED HEREWITH: MICHEL DE ROSEN, FRENCH, RE-ELECT AS A DIRECTOR. 17 APPROVAL OF THE ELECTIONS TO THE BOARD OF For For Management DIRECTORS, AS SET FORTH IN THE COMPANY S NOTICE OF MEETING ENCLOSED HEREWITH: MICHAEL TRESCHOW, SWEDISH, RE-ELECT AS A DIRECTOR. 18 APPROVAL OF THE ELECTIONS TO THE BOARD OF For For Management DIRECTORS, AS SET FORTH IN THE COMPANY S NOTICE OF MEETING ENCLOSED HEREWITH: BERND W. VOSS, GERMAN, RE-ELECT AS A DIRECTOR. 19 APPROVAL OF THE ELECTIONS TO THE BOARD OF For For Management DIRECTORS, AS SET FORTH IN THE COMPANY S NOTICE OF MEETING ENCLOSED HEREWITH: JACOB WALLENBERG, SWEDISH, RE-ELECT AS A DIRECTOR. 20 APPROVAL OF THE ELECTION OF THE AUDITORS. For For Management 21 IN CASE OF AD-HOC MOTIONS DURING THE For For Management ANNUAL GENERAL MEETING, I AUTHORIZE MY PROXY TO ACT AS FOLLOWS. - -------------------------------------------------------------------------------- ALLERGAN, INC. Ticker: AGN Security ID: 018490102 Meeting Date: MAY 6, 2008 Meeting Type: Annual Record Date: MAR 14, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Deborah Dunsire For For Management 1.2 Elect Director Trevor M. Jones For For Management 1.3 Elect Director Louis J. Lavigne For For Management 1.4 Elect Director Leonard D. Schaeffer For For Management 2 Approve Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management 4 Pay For Superior Performance Against Against Shareholder 5 Report on Animal Testing Against Against Shareholder - -------------------------------------------------------------------------------- APPLE, INC. Ticker: AAPL Security ID: 037833100 Meeting Date: MAR 4, 2008 Meeting Type: Annual Record Date: JAN 15, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William V. Campbell For For Management 1.2 Elect Director Millard S. Drexler For For Management 1.3 Elect Director Albert A. Gore, Jr. For For Management 1.4 Elect Director Steven P. Jobs For For Management 1.5 Elect Director Andrea Jung For For Management 1.6 Elect Director Arthur D. Levinson For For Management 1.7 Elect Director Eric E. Schmidt For For Management 1.8 Elect Director Jerome B. York For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named Executive Against Against Shareholder Officers' Compensation 4 Amend Bylaws to Establish a Board Against Against Shareholder Committee on Sustainability - -------------------------------------------------------------------------------- ARCH COAL, INC. Ticker: ACI Security ID: 039380100 Meeting Date: APR 24, 2008 Meeting Type: Annual Record Date: FEB 25, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James R. Boyd For For Management 1.2 Elect Director John W. Eaves For For Management 1.3 Elect Director Douglas H. Hunt For For Management 1.4 Elect Director A. Michael Perry For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- AT&T INC Ticker: T Security ID: 00206R102 Meeting Date: APR 25, 2008 Meeting Type: Annual Record Date: FEB 27, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Randall L. Stephenson For For Management 2 Elect Director William F. Aldinger III For For Management 3 Elect Director Gilbert F. Amelio For For Management 4 Elect Director Reuben V. Anderson For For Management 5 Elect Director James H. Blanchard For For Management 6 Elect Director August A. Busch III For For Management 7 Elect Director James P. Kelly For For Management 8 Elect Director Jon C. Madonna For For Management 9 Elect Director Lynn M. Martin For For Management 10 Elect Director John B. McCoy For For Management 11 Elect Director Mary S. Metz For For Management 12 Elect Director Joyce M. Roche For For Management 13 Elect Director Laura D' Andrea Tyson For For Management 14 Elect Director Patricia P. Upton For For Management 15 Ratify Auditors For For Management 16 Report on Political Contributions Against Against Shareholder 17 Exclude Pension Credits from Earnings Against Against Shareholder Performance Measure 18 Require Independent Lead Director Against Against Shareholder 19 Establish SERP Policy Against Against Shareholder 20 Advisory Vote to Ratify Named Executive Against Against Shareholder Officers' Compensation - -------------------------------------------------------------------------------- AUTODESK, INC. Ticker: ADSK Security ID: 052769106 Meeting Date: JUL 6, 2007 Meeting Type: Annual Record Date: JUN 1, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Carol A. Bartz For For Management 2 Elect Director Carl Bass For For Management 3 Elect Director Mark A. Bertelsen For For Management 4 Elect Director Crawford W. Beveridge For For Management 5 Elect Director J. Hallam Dawson For For Management 6 Elect Director Michael J. Fister For For Management 7 Elect Director Per-Kristian Halvorsen For For Management 8 Elect Director Larry W. Wangberg For For Management 9 Ratify Auditors For For Management - -------------------------------------------------------------------------------- AVON PRODUCTS, INC. Ticker: AVP Security ID: 054303102 Meeting Date: MAY 1, 2008 Meeting Type: Annual Record Date: MAR 14, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director W. Don Cornwell For For Management 1.2 Elect Director Edward T. Fogarty For For Management 1.3 Elect Director Fred Hassan For For Management 1.4 Elect Director Andrea Jung For For Management 1.5 Elect Director Maria Elena Lagomasino For For Management 1.6 Elect Director Ann S. Moore For For Management 1.7 Elect Director Paul S. Pressler For For Management 1.8 Elect Director Gary M. Rodkin For For Management 1.9 Elect Director Paula Stern For For Management 1.10 Elect Director Lawrence A. Weinbach For For Management 2 Ratify Auditors For For Management 3 Approve Executive Incentive Bonus Plan For For Management 4 Report on Nanomaterial Product Safety Against Against Shareholder - -------------------------------------------------------------------------------- CANADIAN PACIFIC RAILWAY LIMITED Ticker: CP Security ID: 13645T100 Meeting Date: MAY 9, 2008 Meeting Type: Annual/Special Record Date: MAR 14, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John E. Cleghorn For For Management 1.2 Elect Director Tim W. Faithfull For For Management 1.3 Elect Director Frederic J. Green For For Management 1.4 Elect Director Krystyna T. Hoeg For For Management 1.5 Elect Director John P. Manley For For Management 1.6 Elect Director Linda J. Morgan For For Management 1.7 Elect Director Madeleine Paquin For For Management 1.8 Elect Director Michael E. J. Phelps For For Management 1.9 Elect Director Roger Phillips For For Management 1.10 Elect Director Hartley T. Richardson For For Management 1.11 Elect Director Michael W. Wright For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Amend Shareholder Rights Plan For For Management 4 Amend Stock Option Plan For For Management - -------------------------------------------------------------------------------- CELGENE CORP. Ticker: CELG Security ID: 151020104 Meeting Date: JUN 18, 2008 Meeting Type: Annual Record Date: APR 22, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Sol J. Barer For For Management 1.2 Elect Director Robert J. Hugin For For Management 1.3 Elect Director Michael D. Casey For For Management 1.4 Elect Director Rodman L. Drake For For Management 1.5 Elect Director A. Hull Hayes, Jr. For For Management 1.6 Elect Director Gilla Kaplan For For Management 1.7 Elect Director James J. Loughlin For For Management 1.8 Elect Director Ernest Mario For For Management 1.9 Elect Director Walter L. Robb For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management - -------------------------------------------------------------------------------- CISCO SYSTEMS, INC. Ticker: CSCO Security ID: 17275R102 Meeting Date: NOV 15, 2007 Meeting Type: Annual Record Date: SEP 17, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Carol A. Bartz For For Management 2 Elect Director M. Michele Burns For For Management 3 Elect Director Michael D. Capellas For For Management 4 Elect Director Larry R. Carter For For Management 5 Elect Director John T. Chambers For For Management 6 Elect Director Brian L. Halla For For Management 7 Elect Director Dr. John L. Hennessy For For Management 8 Elect Director Richard M. Kovacevich For For Management 9 Elect Director Roderick C. McGeary For For Management 10 Elect Director Michael K. Powell For For Management 11 Elect Director Steven M. West For For Management 12 Elect Director Jerry Yang For For Management 13 Amend Omnibus Stock Plan For For Management 14 Approve Executive Incentive Bonus Plan For For Management 15 Ratify Auditors For For Management 16 Amend Bylaws to Establish a Board Against Against Shareholder Committee on Human Rights 17 Pay For Superior Performance Against Against Shareholder 18 Advisory Vote to Ratify Named Executive Against Against Shareholder Officers' Compensation 19 Report on Internet Fragmentation Against Against Shareholder - -------------------------------------------------------------------------------- COACH, INC. Ticker: COH Security ID: 189754104 Meeting Date: NOV 8, 2007 Meeting Type: Annual Record Date: SEP 14, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Lew Frankfort For For Management 1.2 Elect Director Susan Kropf For For Management 1.3 Elect Director Gary Loveman For For Management 1.4 Elect Director Ivan Menezes For For Management 1.5 Elect Director Irene Miller For For Management 1.6 Elect Director Keith Monda For For Management 1.7 Elect Director Michael Murphy For For Management 1.8 Elect Director Jide Zeitlin For For Management - -------------------------------------------------------------------------------- COMPANHIA VALE DO RIO DOCE Ticker: RIO.PR Security ID: 204412209 Meeting Date: AUG 30, 2007 Meeting Type: Special Record Date: AUG 10, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 PROPOSAL TO AMEND THE COMPANYS BY-LAWS. For For Management 2 PROPOSAL FOR A FORWARD STOCK SPLIT, For For Management PURSUANT TO WHICH EACH AND EVERY CURRENT SHARE ISSUED BY THE COMPANY, BOTH COMMON AND PREFERRED, SHALL BECOME TWO SHARES OF THE SAME TYPE AND CLASS, AS THE CASE MAY BE, AND THE CORRESPONDING ADJUSTMENT OF ARTICLE 5 AND 3 CONSOLIDATION OF THE AMENDMENTS TO THE For For Management COMPANY S BY-LAWS, MENTIONED ABOVE IN ITEMS I AND II HEREIN, IF SUCH PROPOSED MODIFICATIONS ARE APPROVED. 4 RATIFICATION OF CVRD S ACQUISITION OF THE For For Management CONTROLLING SHARE OF AMCI HOLDINGS AUSTRALIA, AS REQUIRED BY ARTICLE 256 SECTION 1 OF THE BRAZILIAN CORPORATE LAW. 5 REPLACEMENT OF A BOARD MEMBER. For For Management - -------------------------------------------------------------------------------- CORNING INC. Ticker: GLW Security ID: 219350105 Meeting Date: APR 24, 2008 Meeting Type: Annual Record Date: FEB 26, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John Seely Brown For For Management 1.2 Elect Director Gordon Gund For For Management 1.3 Elect Director Kurt M. Landgraf For For Management 1.4 Elect Director H. Onno Ruding For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- CVS CAREMARK CORP Ticker: CVS Security ID: 126650100 Meeting Date: MAY 7, 2008 Meeting Type: Annual Record Date: MAR 12, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Edwin M. Banks For For Management 2 Elect Director C. David Brown II For For Management 3 Elect Director David W. Dorman For For Management 4 Elect Director Kristen E. Gibney Williams For For Management 5 Elect Director Marian L. Heard For For Management 6 Elect Director William H. Joyce For For Management 7 Elect Director Jean-Pierre Million For For Management 8 Elect Director Terrence Murray For For Management 9 Elect Director C.A. Lance Piccolo For For Management 10 Elect Director Sheli Z. Rosenberg For For Management 11 Elect Director Thomas M. Ryan For For Management 12 Elect Director Richard J. Swift For For Management 13 Ratify Auditors For For Management 14 Amend Articles/Bylaws/Charter -- Call Against Against Shareholder Special Meetings 15 Adopt Anti Gross-up Policy Against Against Shareholder 16 Report on Political Contributions Against Against Shareholder - -------------------------------------------------------------------------------- DEERE & CO. Ticker: DE Security ID: 244199105 Meeting Date: NOV 14, 2007 Meeting Type: Special Record Date: SEP 24, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Increase in Common Stock and a For For Management Stock Split - -------------------------------------------------------------------------------- DEERE & CO. Ticker: DE Security ID: 244199105 Meeting Date: FEB 27, 2008 Meeting Type: Annual Record Date: DEC 31, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director T. Kevin Dunnigan For For Management 2 Elect Director Charles O. Holliday, Jr. For For Management 3 Elect Director Dipak C. Jain For For Management 4 Elect Director Joachim Milberg For For Management 5 Elect Director Richard B. Myers For For Management 6 Amend Executive Incentive Bonus Plan For For Management 7 Ratify Auditors For For Management - -------------------------------------------------------------------------------- DELL INC. Ticker: DELL Security ID: 24702R101 Meeting Date: DEC 4, 2007 Meeting Type: Annual Record Date: OCT 26, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Donald J. Carty For For Management 1.2 Elect Director Michael S. Dell For For Management 1.3 Elect Director William H. Gray, III For For Management 1.4 Elect Director Sallie L. Krawcheck For For Management 1.5 Elect Director Alan (A.G.) Lafley For For Management 1.6 Elect Director Judy C. Lewent For For Management 1.7 Elect Director Klaus S. Luft For For Management 1.8 Elect Director Thomas W. Luce, III For For Management 1.9 Elect Director Alex J. Mandl For For Management 1.10 Elect Director Michael A. Miles For For Management 1.11 Elect Director Samuel A. Nunn, Jr. For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Stock Retention/Holding Period Against Against Shareholder 5 Declaration of Dividend Against Against Shareholder - -------------------------------------------------------------------------------- DENTSPLY INTERNATIONAL, INC. Ticker: XRAY Security ID: 249030107 Meeting Date: MAY 13, 2008 Meeting Type: Annual Record Date: MAR 17, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael C. Alfano For For Management 1.2 Elect Director Eric K. Brandt For For Management 1.3 Elect Director William F. Hecht For For Management 1.4 Elect Director Francis J. Lunger For For Management 2 Ratify Auditors For For Management 3 Prepare Sustainability Report Against Against Shareholder - -------------------------------------------------------------------------------- FIDELITY NATIONAL INFORMATION SERVICES INC Ticker: FIS Security ID: 31620M106 Meeting Date: MAY 29, 2008 Meeting Type: Annual Record Date: MAR 31, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Marshall Haines For For Management 1.2 Elect Director David K. Hunt For For Management 1.3 Elect Director Cary H. Thompson For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management - -------------------------------------------------------------------------------- FLOWSERVE CORP. Ticker: FLS Security ID: 34354P105 Meeting Date: MAY 30, 2008 Meeting Type: Annual Record Date: APR 4, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John R. Friedery For For Management 1.2 Elect Director Joe E. Harlan For For Management 1.3 Elect Director Michael F. Johnston For For Management 1.4 Elect Director Kevin E. Sheehan For For Management 1.5 Elect Director Gayla J. Delly For For Management 1.6 Elect Director Charles M. Rampacek For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- FLUOR CORP. Ticker: FLR Security ID: 343412102 Meeting Date: MAY 7, 2008 Meeting Type: Annual Record Date: MAR 10, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Ilesanmi Adesida For For Management 2 Elect Director Peter J. Fluor For For Management 3 Elect Director Joseph W. Prueher For For Management 4 Elect Director Suzanne H. Woolsey For For Management 5 Ratify Auditors For For Management 6 Increase Authorized Common Stock For For Management 7 Approve Omnibus Stock Plan For For Management - -------------------------------------------------------------------------------- FOSTER WHEELER LTD Ticker: FWLT Security ID: G36535139 Meeting Date: MAY 6, 2008 Meeting Type: Annual Record Date: MAR 10, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jack A. Fusco For For Management 1.2 Elect Director Edward G. Galante For For Management 1.3 Elect Director Raymond J. Milchovich For For Management 2 APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP For For Management AS FOSTER WHEELER LTD. S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2008 AND AUTHORIZATION OF THE BOARD, THROUGH THE AUDIT COMMITTEE, TO SET THE FIRM S REMUNERATION. - -------------------------------------------------------------------------------- FREEPORT-MCMORAN COPPER & GOLD INC. Ticker: FCX Security ID: 35671D857 Meeting Date: JUN 5, 2008 Meeting Type: Annual Record Date: APR 15, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Richard C. Adkerson For For Management 1.2 Elect Director Robert J. Allison, Jr. For For Management 1.3 Elect Director Robert A. Day For For Management 1.4 Elect Director Gerald J. Ford For For Management 1.5 Elect Director H. Devon Graham, Jr. For For Management 1.6 Elect Director J. Bennett Johnston For For Management 1.7 Elect Director Charles C. Krulak For For Management 1.8 Elect Director Bobby Lee Lackey For For Management 1.9 Elect Director Jon C. Madonna For For Management 1.10 Elect Director Dustan E. McCoy For For Management 1.11 Elect Director Gabrielle K. McDonald For For Management 1.12 Elect Director James R. Moffett For For Management 1.13 Elect Director B.M. Rankin, Jr. For For Management 1.14 Elect Director J. Stapleton Roy For For Management 1.15 Elect Director Stephen H. Siegele For For Management 1.16 Elect Director J. Taylor Wharton For For Management 2 Ratify Auditors For For Management 3 Increase Authorized Common Stock For For Management - -------------------------------------------------------------------------------- GAMESTOP CORP. Ticker: GME Security ID: 36467W109 Meeting Date: JUN 24, 2008 Meeting Type: Annual Record Date: MAY 1, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Leonard Riggio For For Management 1.2 Elect Director Stanley (Mickey) Steinberg For For Management 1.3 Elect Director Gerald R. Szczepanski For For Management 1.4 Elect Director Lawrence S. Zilavy For For Management 2 Amend Executive Incentive Bonus Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- GILEAD SCIENCES, INC. Ticker: GILD Security ID: 375558103 Meeting Date: MAY 8, 2008 Meeting Type: Annual Record Date: MAR 19, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Paul Berg For For Management 1.2 Elect Director John F. Cogan For For Management 1.3 Elect Director Etienne F. Davignon For For Management 1.4 Elect Director James M. Denny For For Management 1.5 Elect Director Carla A. Hills For For Management 1.6 Elect Director John W. Madigan For For Management 1.7 Elect Director John C. Martin For For Management 1.8 Elect Director Gordon E. Moore For For Management 1.9 Elect Director Nicholas Moore For For Management 1.10 Elect Director Gayle E. Wilson 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 - -------------------------------------------------------------------------------- GOODRICH CORPORATION Ticker: GR Security ID: 382388106 Meeting Date: APR 22, 2008 Meeting Type: Annual Record Date: MAR 3, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Diane C. Creel For For Management 1.2 Elect Director George A. Davidson, Jr. For For Management 1.3 Elect Director Harris E. DeLoach, Jr. For For Management 1.4 Elect Director James W. Griffith For For Management 1.5 Elect Director William R. Holland For For Management 1.6 Elect Director John P. Jumper For For Management 1.7 Elect Director Marshall O. Larsen For For Management 1.8 Elect Director Lloyd W. Newton For For Management 1.9 Elect Director Douglas E. Olesen For For Management 1.10 Elect Director Alfred M. Rankin, Jr. For For Management 1.11 Elect Director A. Thomas Young For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Approve Qualified Employee Stock Purchase For For Management Plan - -------------------------------------------------------------------------------- HALLIBURTON CO. Ticker: HAL Security ID: 406216101 Meeting Date: MAY 21, 2008 Meeting Type: Annual Record Date: MAR 24, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Alan M. Bennett For For Management 2 Elect Director James R. Boyd For For Management 3 Elect Director Milton Carroll For For Management 4 Elect Director Kenneth T. Derr For For Management 5 Elect Director S. Malcolm Gillis For For Management 6 Elect Director James T. Hackett For For Management 7 Elect Director David J. Lesar For For Management 8 Elect Director J. Landis Martin For For Management 9 Elect Director Jay A. Precourt For For Management 10 Elect Director Debra L. Reed For For Management 11 Ratify Auditors For For Management 12 Amend Omnibus Stock Plan For For Management 13 Adopt Human Rights Policy Against Against Shareholder 14 Report on Political Contributions Against Against Shareholder 15 Amend Bylaws to Establish a Board Against Against Shareholder Committee on Human Rights - -------------------------------------------------------------------------------- HEWLETT-PACKARD CO. Ticker: HPQ Security ID: 428236103 Meeting Date: MAR 19, 2008 Meeting Type: Annual Record Date: JAN 22, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Lawrence T. Babbio, Jr. For For Management 2 Elect Director Sari M. Baldauf For For Management 3 Elect Director Richard A. Hackborn For For Management 4 Elect Director John H. Hammergren For For Management 5 Elect Director Mark V. Hurd For For Management 6 Elect Director Joel Z. Hyatt For For Management 7 Elect Director John R. Joyce For For Management 8 Elect Director Robert L. Ryan For For Management 9 Elect Director Lucille S. Salhany For For Management 10 Elect Director G. Kennedy Thompson For For Management 11 Ratify Auditors For For Management - -------------------------------------------------------------------------------- HOSPIRA, INC. Ticker: HSP Security ID: 441060100 Meeting Date: MAY 13, 2008 Meeting Type: Annual Record Date: MAR 17, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Irving W. Bailey, II For For Management 1.2 Elect Director Ronald A. Matricaria For For Management 1.3 Elect Director Jacque J. Sokolov For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- KROGER CO., THE Ticker: KR Security ID: 501044101 Meeting Date: JUN 26, 2008 Meeting Type: Annual Record Date: APR 28, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Reuben V. Anderson For For Management 2 Elect Director Robert D. Beyer For For Management 3 Elect Director David B. Dillon For For Management 4 Elect Director Susan J. Kropf For For Management 5 Elect Director John T. LaMacchia For For Management 6 Elect Director David B. Lewis For For Management 7 Elect Director Don W. McGeorge For For Management 8 Elect Director W. Rodney McMullen For For Management 9 Elect Director Jorge P. Montoya For For Management 10 Elect Director Clyde R. Moore For For Management 11 Elect Director Susan M. Phillips For For Management 12 Elect Director Steven R. Rogel For For Management 13 Elect Director James A. Runde For For Management 14 Elect Director Ronald L. Sargent For For Management 15 Elect Director Bobby S. Shackouls For For Management 16 Approve Omnibus Stock Plan For For Management 17 Ratify Auditors For For Management 18 Adopt Climate Change Policy Against Against Shareholder 19 Adopt Purchasing Preference for Suppliers Against Against Shareholder Using CAK 20 Phase out Sales of Eggs from Battery Cage Against Against Shareholder Hens 21 Report on Company Product Safety Policies Against Against Shareholder 22 Pay For Superior Performance Against Against Shareholder - -------------------------------------------------------------------------------- MCDERMOTT INTERNATIONAL, INC. Ticker: MDR Security ID: 580037109 Meeting Date: MAY 9, 2008 Meeting Type: Annual Record Date: MAR 31, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 DIRECTOR ROGER A. BROWN For For Management 1.2 DIRECTOR OLIVER D. KINGSLEY, JR. For For Management 1.3 DIRECTOR BRUCE W. WILKINSON For For Management 2 APPROVE AMENDMENT TO ARTICLES OF For For Management INCORPORATION TO CHANGE THE PERIOD WITHIN WHICH OUR BOARD OF DIRECTORS MAY SET A RECORD DATE OF A MEETING OF STOCKHOLDERS. 3 RATIFICATION OF APPOINTMENT OF MCDERMOTT For For Management S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2008. - -------------------------------------------------------------------------------- MCKESSON CORPORATION Ticker: MCK Security ID: 58155Q103 Meeting Date: JUL 25, 2007 Meeting Type: Annual Record Date: MAY 29, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director John H. Hammergren For For Management 2 Elect Director M. Christine Jacobs For For Management 3 Declassify the Board of Directors For For Management 4 Amend Omnibus Stock Plan For For Management 5 Amend Qualified Employee Stock Purchase For For Management Plan 6 Ratify Auditors For For Management - -------------------------------------------------------------------------------- NABORS INDUSTRIES, LTD. Ticker: NBR Security ID: G6359F103 Meeting Date: JUN 3, 2008 Meeting Type: Annual Record Date: APR 4, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Anthony G. Petrello For For Management 1.2 Elect Director Myron M. Sheinfeld For For Management 1.3 Elect Director Martin J. Whitman For For Management 2 Ratify Auditors For For Management 3 SHAREHOLDER PROPOSAL TO ADOPT A PAY FOR Against Against Shareholder SUPERIOR PERFORMANCE STANDARD IN THE COMPANY S EXECUTIVE COMPENSATION PLAN FOR SENIOR EXECUTIVES. 4 SHAREHOLDER PROPOSAL REGARDING GROSS-UP Against Against Shareholder PAYMENTS TO SENIOR EXECUTIVES. - -------------------------------------------------------------------------------- NOKIA CORP. Ticker: NOK Security ID: 654902204 Meeting Date: MAY 8, 2008 Meeting Type: Annual Record Date: MAR 10, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 APPROVAL OF THE ANNUAL ACCOUNTS For For Management 2 APPROVAL OF THE DISTRIBUTION OF THE For For Management PROFIT FOR THE YEAR, PAYMENT OF DIVIDEND 3 APPROVAL OF THE DISCHARGE OF THE For For Management CHAIRMAN, THE MEMBERS OF THE BOARD OF DIRECTORS, AND THE PRESIDENT, FROM LIABILITY 4 APPROVAL OF THE REMUNERATION TO THE For For Management MEMBERS OF THE BOARD OF DIRECTORS 5 APPROVAL OF THE NUMBER OF THE MEMBERS OF For For Management THE BOARD OF DIRECTORS 6.1 Elect Director Georg Ehrnrooth For For Management 6.2 Elect Director Lalita D. Gupte For For Management 6.3 Elect Director Bengt Holmstrom For For Management 6.4 Elect Director Henning Kagermann For For Management 6.5 Elect Director Olli-Pekka Kallasvuo For For Management 6.6 Elect Director Per Karlsson For For Management 6.7 Elect Director Jorma Ollila For For Management 6.8 Elect Director Marjorie Scardino For For Management 6.9 Elect Director Risto Siilasmaa For For Management 6.10 Elect Director Keijo Suila For For Management 7 APPROVAL OF THE AUDITOR REMUNERATION For For Management 8 APPROVAL OF THE RE-ELECTION OF For For Management PRICEWATERHOUSECOOPERS OY AS THE AUDITORS FOR FISCAL YEAR 2008 9 APPROVAL OF THE AUTHORIZATION TO THE For For Management BOARD OF DIRECTORS TO RESOLVE TO REPURCHASE NOKIA SHARES 10 MARK THE FOR BOX IF YOU WISH TO None Against Management INSTRUCT NOKIA'S LEGAL COUNSELS TO VOTE IN THEIR DISCRETION ON YOUR BEHALF ONLY UPON ITEM 10 - -------------------------------------------------------------------------------- ORACLE CORP. Ticker: ORCL Security ID: 68389X105 Meeting Date: NOV 2, 2007 Meeting Type: Annual Record Date: SEP 7, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jeffrey O. Henley For For Management 1.2 Elect Director Lawrence J. Ellison For For Management 1.3 Elect Director Donald L. Lucas For For Management 1.4 Elect Director Michael J. Boskin For For Management 1.5 Elect Director Jack F. Kemp For For Management 1.6 Elect Director Jeffrey S. Berg For For Management 1.7 Elect Director Safra A. Catz For For Management 1.8 Elect Director Hector Garcia-Molina For For Management 1.9 Elect Director H. Raymond Bingham For For Management 1.10 Elect Director Charles E Phillips, Jr. For For Management 1.11 Elect Director Naomi O. Seligman For For Management 2 Approve Executive Incentive Bonus Plan For For Management 3 Ratify Auditors For For Management 4 Amend Bylaws to Establish a Board Against Against Shareholder Committee on Human Rights 5 Issue an Open Source Report Against Against Shareholder - -------------------------------------------------------------------------------- OWENS-ILLINOIS, INC. Ticker: OI Security ID: 690768403 Meeting Date: MAY 9, 2008 Meeting Type: Annual Record Date: MAR 11, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Peter S. Hellman For For Management 1.2 Elect Director Anastasia D. Kelly For For Management 1.3 Elect Director John J. Mcmackin, Jr. For For Management 1.4 Elect Director Hugh H. Roberts For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- PEABODY ENERGY CORP. Ticker: BTU Security ID: 704549104 Meeting Date: MAY 8, 2008 Meeting Type: Annual Record Date: MAR 14, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Sandra Van Trease For For Management 2 Ratify Auditors For For Management 3 Declassify the Board of Directors For For Management 4 Approve Executive Incentive Bonus Plan For For Management - -------------------------------------------------------------------------------- POTASH CORPORATION OF SASKATCHEWAN INC. Ticker: POT Security ID: 73755L107 Meeting Date: MAY 8, 2008 Meeting Type: Annual/Special Record Date: MAR 13, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director W.J. Doyle For For Management 1.2 Elect Director J.W. Estey For For Management 1.3 Elect Director W. Fetzer III For For Management 1.4 Elect Director C.S. Hoffman For For Management 1.5 Elect Director D.J. Howe For For Management 1.6 Elect Director A.D. Laberge For For Management 1.7 Elect Director K.G. Martell For For Management 1.8 Elect Director J.J. McCaig For For Management 1.9 Elect Director M. Mogford For For Management 1.10 Elect Director P.J. Schoenhals For For Management 1.11 Elect Director E.R. Stromberg For For Management 1.12 Elect Director E. Viyella De Paliza For For Management 2 Ratify Deloitte & Touche LLP as Auditors For For Management 3 Approve 2008 Performance Option Plan For For Management 4 SP - Establish SERP Policy Against Against Shareholder - -------------------------------------------------------------------------------- PRECISION CASTPARTS CORP. Ticker: PCP Security ID: 740189105 Meeting Date: AUG 14, 2007 Meeting Type: Annual Record Date: JUN 21, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Peter R. Bridenbaugh For For Management 1.2 Elect Director Steven G. Rothmeier For For Management 1.3 Elect Director Rick Schmidt For For Management 1.4 Elect Director Daniel J. Murphy For For Management 2 Approve Executive Incentive Bonus Plan For For Management - -------------------------------------------------------------------------------- RAYTHEON CO. Ticker: RTN Security ID: 755111507 Meeting Date: MAY 29, 2008 Meeting Type: Annual Record Date: APR 4, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Barbara M. Barrett For For Management 2 Elect Director Vernon E. Clark For For Management 3 Elect Director John M. Deutch For For Management 4 Elect Director Frederic M. Poses For For Management 5 Elect Director Michael C. Ruettgers For For Management 6 Elect Director Ronald L. Skates For For Management 7 Elect Director William R. Spivey For For Management 8 Elect Director Linda G. Stuntz For For Management 9 Elect Director William H. Swanson For For Management 10 Ratify Auditors For For Management 11 Establish SERP Policy Against Against Shareholder 12 Advisory Vote to Ratify Named Executive Against Against Shareholder Officers' Compensation - -------------------------------------------------------------------------------- ROCKWELL COLLINS, INC. Ticker: COL Security ID: 774341101 Meeting Date: FEB 12, 2008 Meeting Type: Annual Record Date: DEC 14, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director C.A. Davis For For Management 1.2 Elect Director R.E. Eberhart For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- ROYAL CARIBBEAN CRUISES LTD. Ticker: RCL Security ID: V7780T103 Meeting Date: MAY 13, 2008 Meeting Type: Annual Record Date: MAR 26, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Laura D.S. Laviada For For Management 1.2 Elect Director Eyal Ofer For For Management 1.3 Elect Director William K. Reilly For For Management 1.4 Elect Director A. Alexander Wilhelmsen For For Management 2 APPROVAL OF ROYAL CARIBBEAN CRUISES LTD. For For Management 2008 EQUITY PLAN. 3 RATIFICATION OF APPOINTMENT OF For For Management PRICEWATERHOUSECOOPERS LLP AS THE COMPANY S INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM FOR 2008. 4 THE SHAREHOLDER PROPOSAL SET FORTH IN THE Against Against Shareholder ACCOMPANYING PROXY STATEMENT. - -------------------------------------------------------------------------------- SAIC INC Ticker: SAI Security ID: 78390X101 Meeting Date: MAY 30, 2008 Meeting Type: Annual Record Date: APR 1, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Kenneth C. Dahlberg For For Management 1.2 Elect Director France C. Cordova For For Management 1.3 Elect Director Wolfgang H. Demisch For For Management 1.4 Elect Director Jere A. Drummond For For Management 1.5 Elect Director John J. Hamre For For Management 1.6 Elect Director Miriam E. John For For Management 1.7 Elect Director Anita K. Jones For For Management 1.8 Elect Director John P. Jumper For For Management 1.9 Elect Director Harry M.J. Kraemer, Jr. For For Management 1.10 Elect Director Edward J. Sanderson, Jr. For For Management 1.11 Elect Director Louis A. Simpson For For Management 1.12 Elect Director A. Thomas Young For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- ST. JUDE MEDICAL, INC. Ticker: STJ Security ID: 790849103 Meeting Date: MAY 9, 2008 Meeting Type: Annual Record Date: MAR 12, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Richard R. Devenuti For For Management 1.2 Elect Director Stuart M. Essig For For Management 1.3 Elect Director Thomas H. Garrett III For For Management 1.4 Elect Director Wendy L. Yarno For For Management 2 Amend Omnibus Stock Plan For For Management 3 Adopt Majority Voting for Uncontested For For Management Election of Directors 4 Ratify Auditors For For Management - -------------------------------------------------------------------------------- TD AMERITRADE HOLDINGS CORP. Ticker: AMTD Security ID: 87236Y108 Meeting Date: FEB 20, 2008 Meeting Type: Annual Record Date: DEC 28, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director J. Joe Ricketts For For Management 1.2 Elect Director Dan W. Cook III For For Management 1.3 Elect Director Thomas J. Mullin For For Management 1.4 Elect Director Wilbur J. Prezzano For For Management 2 Ratify Auditors For For Management 3 Other Business For For Management - -------------------------------------------------------------------------------- TEVA PHARMACEUTICAL INDUSTRIES LTD. Ticker: TEVA Security ID: 881624209 Meeting Date: JUN 29, 2008 Meeting Type: Annual Record Date: MAY 22, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and Statutory For For Management Reports 2 Approve Final Dividend of NIS 1.60 Per For For Management Share 3 Elect Eli Hurvitz as Director For For Management 4 Elect Ruth Cheshin as Director For For Management 5 Elect Harold Snyder as Director For For Management 6 Elect Joseph (Yosi) Nitzani as Director For For Management 7 Elect Ory Slonim as Director For For Management 8 Appoint Leora (Rubin) Meridor as External For For Management Director 9 Approve Director/Officer Liability and For For Management Indemnification Insurance 10 Approve Remuneration of Directors For For Management 11 Approve Employee Stock Purchase Plan For For Management 12 Approve Kesselman & Kesselman as Auditors For For Management and Authorize Board to Fix Their Remuneration - -------------------------------------------------------------------------------- THERMO FISHER SCIENTIFIC INC. Ticker: TMO Security ID: 883556102 Meeting Date: MAY 20, 2008 Meeting Type: Annual Record Date: MAR 28, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Scott M. Sperling For For Management 2 Elect Director Bruce L. Koepfgen For For Management 3 Elect Director Michael E. Porter For For Management 4 Approve Omnibus Stock Plan For For Management 5 Approve Executive Incentive Bonus Plan For For Management 6 Ratify Auditors For For Management - -------------------------------------------------------------------------------- TRANSOCEAN INC. Ticker: RIG Security ID: G90073100 Meeting Date: MAY 16, 2008 Meeting Type: Annual Record Date: MAR 19, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF DIRECTOR: JON A. MARSHALL For For Management 2 ELECTION OF DIRECTOR: MARTIN B. MCNAMARA For For Management 3 ELECTION OF DIRECTOR: ROBERT E. ROSE For For Management 4 ELECTION OF DIRECTOR: IAN C. STRACHAN For For Management 5 APPROVAL OF THE APPOINTMENT OF ERNST & For For Management YOUNG LLP TO SERVE AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2008. - -------------------------------------------------------------------------------- VERISIGN, INC. Ticker: VRSN Security ID: 92343E102 Meeting Date: AUG 30, 2007 Meeting Type: Annual Record Date: JUL 13, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director D. James Bidzos For For Management 1.2 Elect Director William L. Chenevich For For Management 1.3 Elect Director Louis A. Simpson For For Management 2 Declassify the Board of Directors For For Management 3 Approve Qualified Employee Stock Purchase For For Management Plan 4 Ratify Auditors For For Management - -------------------------------------------------------------------------------- WEATHERFORD INTERNATIONAL LTD Ticker: WFT Security ID: G95089101 Meeting Date: JUN 2, 2008 Meeting Type: Annual Record Date: APR 9, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION AS DIRECTOR: NICHOLAS F. BRADY For For Management 2 ELECTION AS DIRECTOR: WILLIAM E. MACAULAY For For Management 3 ELECTION AS DIRECTOR: DAVID J. BUTTERS For For Management 4 ELECTION AS DIRECTOR: ROBERT B. MILLARD For For Management 5 ELECTION AS DIRECTOR: BERNARD J. For For Management DUROC-DANNER 6 ELECTION AS DIRECTOR: ROBERT K. MOSES, For For Management JR. 7 ELECTION OF DIRECTOR: ROBERT A. RAYNE For For Management 8 Ratify Auditors For For Management ========== 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 BRANDYWINE BLUE FUND, INC. ------------------------------------------------------------ By (Signature and Title) /s/ WILLIAM F. D'ALONZO, PRESIDENT ------------------------------------------- Date AUGUST 25, 2008 ------------------------------------------------------------------