******************************* FORM N-Px REPORT ******************************* ICA File Number: 811-04447 Reporting Period: 07/01/2010 - 06/30/2011 Brandywine Fund Inc UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-PX ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY 811-04447 Investment Company Act file Brandywine Fund, Inc. (Exact name of registrant as specified in charter) P. O. Box 4166 Greenville, DE 19807 (Address of principal executive offices) (Zip code) David D. Marky P. O. Box 4166 Greenville, DE 19807 (Name and address of agent for service) 1-800-656-3017 Registrant's telephone number, including area code Date of fiscal year end: 09/30/2011 Date of reporting period: June 30, 2011 =============================== BRANDYWINE FUND ================================ ACME PACKET, INC. Ticker: APKT Security ID: 004764106 Meeting Date: MAY 05, 2011 Meeting Type: Annual Record Date: MAR 15, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Gary J. Bowen For For Management 1.2 Elect Director Robert C. Hower For For Management 2 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Approve Qualified Employee Stock For For Management Purchase Plan 5 Ratify Auditors For For Management -------------------------------------------------------------------------------- ADVENT SOFTWARE, INC. Ticker: ADVS Security ID: 007974108 Meeting Date: MAY 11, 2011 Meeting Type: Annual Record Date: MAR 14, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John H. Scully For For Management 1.2 Elect Director Stephanie G. DiMarco For For Management 1.3 Elect Director James D. Kirsner For For Management 1.4 Elect Director James P. Roemer For For Management 1.5 Elect Director Wendell G. Van Auken For For Management 1.6 Elect Director Christine S. Manfredi For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- AIR METHODS CORPORATION Ticker: AIRM Security ID: 009128307 Meeting Date: JUN 14, 2011 Meeting Type: Annual Record Date: APR 26, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Samuel H. Gray For For Management 1.2 Elect Director Morad Tahbaz For For Management 1.3 Elect Director Aaron D. Todd For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 4 Advisory Vote on Say on Pay Frequency Three Three Years Management Years -------------------------------------------------------------------------------- ALBEMARLE CORPORATION Ticker: ALB Security ID: 012653101 Meeting Date: MAY 11, 2011 Meeting Type: Annual Record Date: MAR 02, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director J. Alfred Broaddus, Jr. For For Management 1.2 Elect Director William H. Hernandez For For Management 1.3 Elect Director R. William Ide III For For Management 1.4 Elect Director Richard L. Morrill For For Management 1.5 Elect Director Jim W. Nokes For For Management 1.6 Elect Director Barry W. Perry For For Management 1.7 Elect Director Mark C. Rohr For For Management 1.8 Elect Director John Sherman, Jr. For For Management 1.9 Elect Director Harriett Tee Taggart For For Management 1.10 Elect Director Anne Marie Whittemore For For Management 2 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 3 Ratify Auditors For For Management 4 Advisory Vote on Say on Pay Frequency Three Three Years Management Years -------------------------------------------------------------------------------- ALLEGHENY TECHNOLOGIES INCORPORATED Ticker: ATI Security ID: 01741R102 Meeting Date: APR 29, 2011 Meeting Type: Annual Record Date: MAR 07, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James C. Diggs For For Management 1.2 Elect Director J. Brett Harvey For For Management 1.3 Elect Director Michael J. Joyce For For Management 2 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify Auditors For For Management -------------------------------------------------------------------------------- ALLSCRIPTS HEALTHCARE SOLUTIONS, INC. Ticker: MDRX Security ID: 01988P108 Meeting Date: NOV 04, 2010 Meeting Type: Annual Record Date: SEP 14, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Dennis Chookaszian For For Management 1.2 Elect Director Eugene V. Fife For For Management 1.3 Elect Director Marcel L. "Gus" Gamache For For Management 1.4 Elect Director Philip D. Green For For Management 1.5 Elect Director Edward A. Kangas For For Management 1.6 Elect Director John King For For Management 1.7 Elect Director Michael J. Kluger For For Management 1.8 Elect Director Philip M. Pead For For Management 1.9 Elect Director Glen E. Tullman For For Management 1.10 Elect Director Stephen Wilson For For Management 2 Amend Qualified Employee Stock Purchase For For Management Plan 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- AMERICAN SCIENCE AND ENGINEERING, INC. Ticker: ASEI Security ID: 029429107 Meeting Date: SEP 08, 2010 Meeting Type: Annual Record Date: JUL 23, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Anthony R. Fabiano For For Management 1.2 Elect Director Denis R. Brown For For Management 1.3 Elect Director John A. Gordon For For Management 1.4 Elect Director Hamilton W. Helmer For For Management 1.5 Elect Director Don R. Kania For For Management 1.6 Elect Director Ernest J. Moniz For For Management 1.7 Elect Director Mark Thompson For For Management 1.8 Elect Director Carl W. Vogt For For Management 2 Permit Board to Amend Bylaws Without For For Management Shareholder Consent 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- ANALOG DEVICES, INC. Ticker: ADI Security ID: 032654105 Meeting Date: MAR 08, 2011 Meeting Type: Annual Record Date: JAN 14, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Ray Stata For For Management 2 Elect Director Jerald G. Fishman For For Management 3 Elect Director James A. Champy For For Management 4 Elect Director John L. Doyle For For Management 5 Elect Director John C. Hodgson For For Management 6 Elect Director Yves-Andre Istel For For Management 7 Elect Director Neil Novich For For Management 8 Elect Director F. Grant Saviers For For Management 9 Elect Director Paul J. Severino For For Management 10 Elect Director Kenton J. Sicchitano For For Management 11 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 12 Advisory Vote on Say on Pay Frequency Three Three Years Management Years 13 Ratify Auditors For For Management -------------------------------------------------------------------------------- ANSYS, INC. Ticker: ANSS Security ID: 03662Q105 Meeting Date: MAY 11, 2011 Meeting Type: Annual Record Date: MAR 16, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James E. Cashman III For For Management 1.2 Elect Director William R. McDermott For For Management 1.3 Elect Director Ajei S. Gopal For For Management 2 Increase Authorized Common Stock For For Management 3 Amend Omnibus Stock Plan For For Management 4 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 5 Advisory Vote on Say on Pay Frequency One Year One Year Management 6 Ratify Auditors For For Management -------------------------------------------------------------------------------- APPLE INC. Ticker: AAPL Security ID: 037833100 Meeting Date: FEB 23, 2011 Meeting Type: Annual Record Date: DEC 27, 2010 # 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 Ronald D. Sugar For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Adopt Policy on Succession Planning Against Against Shareholder 6 Require a Majority Vote for the Against Against Shareholder Election of Directors -------------------------------------------------------------------------------- APPLIED MICRO CIRCUITS CORPORATION Ticker: AMCC Security ID: 03822W406 Meeting Date: AUG 17, 2010 Meeting Type: Annual Record Date: JUN 21, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Cesar Cesaratto For For Management 2 Elect Director Donald Colvin For For Management 3 Elect Director Paramesh Gopi For For Management 4 Elect Director Paul R. Gray For For Management 5 Elect Director Fred Shlapak For For Management 6 Elect Director Arthur B. Stabenow For For Management 7 Elect Director Julie H. Sullivan For For Management 8 Ratify Auditors For For Management 9 Amend Qualified Employee Stock Purchase For For Management Plan -------------------------------------------------------------------------------- ATMEL CORPORATION Ticker: ATML Security ID: 049513104 Meeting Date: MAY 18, 2011 Meeting Type: Annual Record Date: MAR 28, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Steven Laub For For Management 2 Elect Director Tsung-Ching Wu For For Management 3 Elect Director David Sugishita For For Management 4 Elect Director Papken Der Torossian For For Management 5 Elect Director Jack L. Saltich For For Management 6 Elect Director Charles Carinalli For For Management 7 Elect Director Edward Ross For For Management 8 Amend Omnibus Stock Plan For For Management 9 Ratify Auditors For For Management 10 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 11 Advisory Vote on Say on Pay Frequency Three Three Years Management Years -------------------------------------------------------------------------------- AUTODESK, INC. Ticker: ADSK Security ID: 052769106 Meeting Date: JUN 16, 2011 Meeting Type: Annual Record Date: APR 19, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Carl Bass For For Management 2 Elect Director Crawford W. Beveridge For For Management 3 Elect Director J. Hallam Dawson For For Management 4 Elect Director Per-Kristian Halvorsen For For Management 5 Elect Director Sean M. Maloney For For Management 6 Elect Director Mary T. McDowell For For Management 7 Elect Director Lorrie M. Norrington For For Management 8 Elect Director Charles J. Robel For For Management 9 Elect Director Steven M. West For For Management 10 Ratify Auditors For For Management 11 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 12 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- BASIC ENERGY SERVICES, INC. Ticker: BAS Security ID: 06985P100 Meeting Date: MAY 24, 2011 Meeting Type: Annual Record Date: APR 08, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James S. D'Agostino, Jr For For Management 1.2 Elect Director Kenneth V. Huseman For For Management 1.3 Elect Director Thomas P. Moore, Jr For For Management 2 Amend Omnibus Stock Plan For For Management 3 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Ratify Auditors For For Management -------------------------------------------------------------------------------- BENCHMARK ELECTRONICS, INC. Ticker: BHE Security ID: 08160H101 Meeting Date: MAY 17, 2011 Meeting Type: Annual Record Date: MAR 25, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Cary T. Fu For For Management 1.2 Elect Director Michael R. Dawson For For Management 1.3 Elect Director Peter G. Dorflinger For For Management 1.4 Elect Director Douglas G. Duncan For For Management 1.5 Elect Director Bernee D.l. Strom For For Management 1.6 Elect Director Clay C. Williams For For Management 2 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify Auditors For For Management -------------------------------------------------------------------------------- BPZ RESOURCES, INC. Ticker: BPZ Security ID: 055639108 Meeting Date: JUN 24, 2011 Meeting Type: Annual Record Date: APR 25, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Gordon Gray For For Management 1.2 Elect Director Stephen C. Beasley For For Management 2 Ratify Auditors For For Management 3 Approve Qualified Employee Stock For For Management Purchase Plan 4 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 5 Advisory Vote on Say on Pay Frequency Three Three Years Management Years -------------------------------------------------------------------------------- CAMERON INTERNATIONAL CORPORATION Ticker: CAM Security ID: 13342B105 Meeting Date: MAY 03, 2011 Meeting Type: Annual Record Date: MAR 11, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Peter J. Fluor For For Management 2 Elect Director Jack B. Moore For For Management 3 Elect Director David Ross For For Management 4 Ratify Auditors For For Management 5 Approve Executive Incentive Bonus Plan For For Management 6 Amend Omnibus Stock Plan For For Management 7 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 8 Advisory Vote on Say on Pay Frequency None One Year Management -------------------------------------------------------------------------------- CARMAX, INC. Ticker: KMX Security ID: 143130102 Meeting Date: JUN 27, 2011 Meeting Type: Annual Record Date: APR 22, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Thomas J. Folliard For For Management 1.2 Elect Director Rakesh Gangwal For For Management 1.3 Elect Director Shira Goodman For For Management 1.4 Elect Director W. Robert Grafton For For Management 1.5 Elect Director Edgar H. Grubb For For Management 1.6 Elect Director Mitchell D. Steenrod For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- CARPENTER TECHNOLOGY CORP. Ticker: CRS Security ID: 144285103 Meeting Date: OCT 11, 2010 Meeting Type: Annual Record Date: AUG 13, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director I. Martin Inglis For For Management 1.2 Elect Director Peter N. Stephans For For Management 1.3 Elect Director Kathryn C. Turner For For Management 1.4 Elect Director Stephen M. Ward, Jr. For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- CATERPILLAR INC. Ticker: CAT Security ID: 149123101 Meeting Date: JUN 08, 2011 Meeting Type: Annual Record Date: APR 11, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director David L. Calhoun For For Management 1.2 Elect Director Daniel M. Dickinson For For Management 1.3 Elect Director Eugene V. Fife For For Management 1.4 Elect Director Juan Gallardo For For Management 1.5 Elect Director David R. Goode For For Management 1.6 Elect Director Jesse J. Greene, Jr. For For Management 1.7 Elect Director Peter A. Magowan For For Management 1.8 Elect Director Dennis A. Muilenburg For For Management 1.9 Elect Director Douglas R. Oberhelman For For Management 1.10 Elect Director William A. Osborn For For Management 1.11 Elect Director Charles D. Powell For For Management 1.12 Elect Director Edward B. Rust, Jr. For For Management 1.13 Elect Director Susan C. Schwab For For Management 1.14 Elect Director Joshua I. Smith For For Management 1.15 Elect Director Miles D. White For For Management 2 Ratify Auditors For For Management 3 Amend Executive Incentive Bonus Plan For For Management 4 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 5 Advisory Vote on Say on Pay Frequency One Year One Year Management 6 Report on Political Contributions Against Against Shareholder 7 Stock Retention/Holding Period Against Against Shareholder 8 Require a Majority Vote for the Against Against Shareholder Election of Directors 9 Amend Articles/Bylaws/Charter -- Call Against Against Shareholder Special Meetings 10 Require Independent Board Chairman Against Against Shareholder 11 Review and Assess Human Rights Policies Against Against Shareholder 12 Adopt a Policy in which the Company Against Against Shareholder will not Make or Promise to Make Any Death Benefit Payments to Senior Executives -------------------------------------------------------------------------------- CELGENE CORPORATION Ticker: CELG Security ID: 151020104 Meeting Date: JUN 15, 2011 Meeting Type: Annual Record Date: APR 19, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert J. Hugin For For Management 1.2 Elect Director Michael D. Casey For For Management 1.3 Elect Director Carrie S. Cox For For Management 1.4 Elect Director Rodman L. Drake For For Management 1.5 Elect Director Michael A. Friedman 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 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 5 Advisory Vote on Say on Pay Frequency Three Three Years Management Years -------------------------------------------------------------------------------- CERADYNE, INC. Ticker: CRDN Security ID: 156710105 Meeting Date: JUN 07, 2011 Meeting Type: Annual Record Date: APR 11, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Joel P. Moskowitz For For Management 1.2 Elect Director Richard A. Alliegro For For Management 1.3 Elect Director Frank Edelstein For For Management 1.4 Elect Director Richard A. Kertson For For Management 1.5 Elect Director William C. LaCourse For For Management 1.6 Elect Director Milton L. Lohr For For Management 2 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify Auditors For For Management -------------------------------------------------------------------------------- CHICO'S FAS, INC. Ticker: CHS Security ID: 168615102 Meeting Date: JUN 23, 2011 Meeting Type: Annual Record Date: APR 25, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director John J. Mahoney For For Management 2 Elect Director David F. Walker For For Management 3 Elect Director Stephen E. Watson For For Management 4 Amend Qualified Employee Stock Purchase For For Management Plan 5 Ratify Auditors For For Management 6 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 7 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- CLIFFS NATURAL RESOURCES INC. Ticker: CLF Security ID: 18683K101 Meeting Date: MAY 17, 2011 Meeting Type: Annual Record Date: MAR 25, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Joseph A. Carrabba For For Management 1.2 Elect Director Susan M. Cunningham For For Management 1.3 Elect Director Barry J. Eldridge For For Management 1.4 Elect Director Andres R. Gluski For For Management 1.5 Elect Director Susan M. Green For For Management 1.6 Elect Director Janice K. Henry For For Management 1.7 Elect Director James F. Kirsch For For Management 1.8 Elect Director Francis R. McAllister For For Management 1.9 Elect Director Roger Phillips For For Management 1.10 Elect Director Richard K. Riederer For For Management 1.11 Elect Director Richard A. Ross For For Management 1.12 Elect Director Alan Schwartz For For Management 2 Increase Authorized Common Stock For For Management 3 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Require a Majority Vote for the Against Against Shareholder Election of Directors 6 Ratify Auditors For For Management -------------------------------------------------------------------------------- DARLING INTERNATIONAL INC. Ticker: DAR Security ID: 237266101 Meeting Date: MAY 10, 2011 Meeting Type: Annual Record Date: MAR 24, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Randall C. Stuewe For For Management 2 Elect Director O. Thomas Albrecht For For Management 3 Elect Director D. Eugene Ewing For For Management 4 Elect Director John D. March For For Management 5 Elect Director Charles Macaluso For For Management 6 Elect Director Michael Rescoe For For Management 7 Elect Director Michael Urbut For For Management 8 Ratify Auditors For For Management 9 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 10 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- DECKERS OUTDOOR CORPORATION Ticker: DECK Security ID: 243537107 Meeting Date: MAY 31, 2011 Meeting Type: Annual Record Date: APR 04, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Angel R. Martinez For For Management 1.2 Elect Director Rex A. Licklider For For Management 1.3 Elect Director John M. Gibbons For For Management 1.4 Elect Director John G. Perenchio For For Management 1.5 Elect Director Maureen Conners For For Management 1.6 Elect Director Ruth M. Owades For For Management 1.7 Elect Director Karyn O. Barsa For For Management 1.8 Elect Director Michael F. Devine, III For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 5 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- DIRECTV Ticker: DTV Security ID: 25490A101 Meeting Date: APR 28, 2011 Meeting Type: Annual Record Date: MAR 14, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director David B. Dillon For For Management 1.2 Elect Director Samuel A. DiPiazza, Jr. For For Management 1.3 Elect Director Lorrie M. Norrington For For Management 2 Ratify Auditors For For Management 3 Reduce Authorized Class B Shares, For For Management Eliminate Class C Common Stock and Deletion of Rights to Call Special Meetings to Certain Stockholders 4 Declassify the Board of Directors For For Management 5 Adopt Majority Voting for Uncontested For For Management Election of Directors 6 Provide Right to Call Special Meeting For For Management 7 Adopt the Jurisdiction of Incorporation For For Management as the Exclusive Forum for Certain Disputes 8 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 9 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- EATON CORPORATION Ticker: ETN Security ID: 278058102 Meeting Date: APR 27, 2011 Meeting Type: Annual Record Date: FEB 28, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director George S. Barrett For For Management 2 Elect Director Todd M. Bluedorn For For Management 3 Elect Director Ned C. Lautenbach For For Management 4 Elect Director Gregory R. Page For For Management 5 Declassify the Board of Directors For For Management 6 Eliminate Cumulative Voting For For Management 7 Ratify Auditors For For Management 8 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 9 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- ENERSYS Ticker: ENS Security ID: 29275Y102 Meeting Date: JUL 22, 2010 Meeting Type: Annual Record Date: JUN 01, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John D. Craig For For Management 1.2 Elect Director Howard I. Hoffen For For Management 1.3 Elect Director Joseph C. Muscari For For Management 2 Approve Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- EXPRESS, INC. Ticker: EXPR Security ID: 30219E103 Meeting Date: JUN 03, 2011 Meeting Type: Annual Record Date: APR 18, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director David C. Dominik For For Management 1.2 Elect Director Sam K. Duncan For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 4 Advisory Vote on Say on Pay Frequency Three Three Years Management Years -------------------------------------------------------------------------------- FEI COMPANY Ticker: FEIC Security ID: 30241L109 Meeting Date: MAY 12, 2011 Meeting Type: Annual Record Date: MAR 07, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Lawrence A. Bock For For Management 1.2 Elect Director Arie Huijser For For Management 1.3 Elect Director Don R. Kania For For Management 1.4 Elect Director Thomas F. Kelly For For Management 1.5 Elect Director Jan C. Lobbezoo For For Management 1.6 Elect Director Gerhard H. Parker For For Management 1.7 Elect Director James T. Richardson For For Management 1.8 Elect Director Richard H. Wills 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 For For Management Officers' Compensation 6 Advisory Vote on Say on Pay Frequency Three Three Years Management Years -------------------------------------------------------------------------------- FINISAR CORPORATION Ticker: FNSR Security ID: 31787A507 Meeting Date: OCT 28, 2010 Meeting Type: Annual Record Date: SEP 07, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jerry S. Rawls For For Management 1.2 Elect Director Robert N. Stephens For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- FIRST NIAGARA FINANCIAL GROUP, INC. Ticker: FNFG Security ID: 33582V108 Meeting Date: APR 26, 2011 Meeting Type: Annual Record Date: MAR 04, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Thomas E. Baker For For Management 1.2 Elect Director G. Thomas Bowers For For Management 1.3 Elect Director William H. Jones For For Management 1.4 Elect Director Peter B. Robinson For For Management 2 Declassify the Board of Directors For For Management 3 Rescind Fair Price Provision For For Management 4 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 5 Advisory Vote on Say on Pay Frequency Three Three Years Management Years 6 Ratify Auditors For For Management -------------------------------------------------------------------------------- FOOT LOCKER, INC. Ticker: FL Security ID: 344849104 Meeting Date: MAY 18, 2011 Meeting Type: Annual Record Date: MAR 21, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Nicholas DiPaolo For For Management 1.2 Elect Director Matthew M. McKenna For For Management 1.3 Elect Director Allen Questrom For For Management 1.4 Elect Director Cheryl Nido Turpin For For Management 1.5 Elect Director Guillermo Marmol For For Management 2 Ratify Auditors For For Management 3 Amend Executive Incentive Bonus Plan For For Management 4 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 5 Advisory Vote on Say on Pay Frequency Three Three Years Management Years -------------------------------------------------------------------------------- FOSTER WHEELER AG Ticker: FWLT Security ID: H27178104 Meeting Date: MAY 03, 2011 Meeting Type: Annual Record Date: MAR 08, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Clayton C. Daley, Jr. as Director For For Management 1.2 Elect Edward G. Galante as Director For For Management 1.3 Elect Raymond J. Milchovich as Director For For Management 2 Ratify PricewaterhouseCoopers AG as For For Management Auditors 3 Ratify PricewaterhouseCoopers LLP as For For Management Independent Registered Public Accounting Firm 4 Accept Financial Statements and For For Management Statutory Reports 5 Approve Discharge of Board and Senior For For Management Management 6 Approve Creation of CHF 187 Million For For Management Pool of Capital without Preemptive Rights 7 Approve CHF 13 Million Reduction in For For Management Share Capital via Cancellation of Repurchased Shares 8 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 9 Advisory Vote on Say on Pay Frequency One Year One Year Management 10 Approve Re-allocation of Free Reserves For For Management to Legal Reserves from Capital Contribution 11 Broadridge note: IN THE EVENT For For Management COUNTERPROPOSALS, ALTERATIONS OR AMENDMENTS OF THEAGENDA ITEMS OR OTHER MATTERS ARE RAISED AT THE ANNUAL GENERALMEETING, I INSTRUCT THE APPOINTED PROXIES TO VOTE AS FOLLOWS -------------------------------------------------------------------------------- GARTNER, INC. Ticker: IT Security ID: 366651107 Meeting Date: JUN 02, 2011 Meeting Type: Annual Record Date: APR 07, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael J. Bingle For For Management 1.2 Elect Director Richard J. Bressler For For Management 1.3 Elect Director Karen E. Dykstra For For Management 1.4 Elect Director Russell P. Fradin For For Management 1.5 Elect Director Anne Sutherland Fuchs For For Management 1.6 Elect Director William O. Grabe For For Management 1.7 Elect Director Eugene A. Hall For For Management 1.8 Elect Director Stephen G. Pagliuca For For Management 1.9 Elect Director James C. Smith For For Management 1.10 Elect Director Jeffrey W. Ubben For For Management 2 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 3 Advisory Vote on Say on Pay Frequency Three Three Years Management Years 4 Approve Qualified Employee Stock For For Management Purchase Plan 5 Ratify Auditors For For Management -------------------------------------------------------------------------------- GEORGIA GULF CORPORATION Ticker: GGC Security ID: 373200302 Meeting Date: MAY 17, 2011 Meeting Type: Annual Record Date: MAR 25, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Wayne C. Sales For For Management 1.2 Elect Director Robert M. Gervis For For Management 2 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Adopt Shareholder Rights Plan (Poison For For Management Pill) 5 Approve Omnibus Stock Plan For For Management 6 Approve Executive Incentive Bonus Plan For For Management 7 Ratify Auditors For For Management -------------------------------------------------------------------------------- GLOBE SPECIALTY METALS, INC. Ticker: GSM Security ID: 37954N206 Meeting Date: DEC 06, 2010 Meeting Type: Annual Record Date: OCT 29, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Donald G. Barger, Jr. For For Management 1.2 Elect Director Thomas A. Danjczek For For Management 1.3 Elect Director Stuart E. Eizenstat For For Management 1.4 Elect Director Alan Kestenbaum For For Management 1.5 Elect Director Franklin L. Lavin For For Management 2 Approve Executive Incentive Bonus Plan For For Management 3 Amend Omnibus Stock Plan For For Management 4 Ratify Auditors For For Management -------------------------------------------------------------------------------- HERTZ GLOBAL HOLDINGS, INC. Ticker: HTZ Security ID: 42805T105 Meeting Date: MAY 26, 2011 Meeting Type: Annual Record Date: APR 01, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael J. Durham For For Management 1.2 Elect Director Mark P. Frissora For For Management 1.3 Elect Director David H. Wasserman For For Management 1.4 Elect Director Henry C. Wolf For For Management 2 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 3 Advisory Vote on Say on Pay Frequency Three Three Years Management Years 4 Ratify Auditors For For Management -------------------------------------------------------------------------------- HUB GROUP, INC. Ticker: HUBG Security ID: 443320106 Meeting Date: MAY 06, 2011 Meeting Type: Annual Record Date: MAR 11, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director David P. Yeager For For Management 1.2 Elect Director Mark A. Yeager For For Management 1.3 Elect Director Gary D. Eppen For For Management 1.4 Elect Director Charles R. Reaves For For Management 1.5 Elect Director Martin P. Slark For For Management 2 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- IMPAX LABORATORIES, INC. Ticker: IPXL Security ID: 45256B101 Meeting Date: MAY 10, 2011 Meeting Type: Annual Record Date: MAR 25, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Leslie Z. Benet For For Management 1.2 Elect Director Robert L. Burr For For Management 1.3 Elect Director Allen Chao For For Management 1.4 Elect Director Nigel Ten Fleming For For Management 1.5 Elect Director Larry Hsu For For Management 1.6 Elect Director Michael Markbreiter For For Management 1.7 Elect Director Peter R. Terreri For For Management 2 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- INFORMATICA CORPORATION Ticker: INFA Security ID: 45666Q102 Meeting Date: MAY 26, 2011 Meeting Type: Annual Record Date: APR 01, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Mark A. Bertelsen For For Management 2 Elect Director A. Brooke Seawell For For Management 3 Elect Director Godfrey R. Sullivan For For Management 4 Amend Omnibus Stock Plan For For Management 5 Ratify Auditors For For Management 6 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 7 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- JABIL CIRCUIT, INC. Ticker: JBL Security ID: 466313103 Meeting Date: JAN 20, 2011 Meeting Type: Annual Record Date: NOV 23, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Mel S. Lavitt For For Management 1.2 Elect Director Timothy L. Main For For Management 1.3 Elect Director William D. Morean For For Management 1.4 Elect Director Lawrence J. Murphy For For Management 1.5 Elect Director Frank A. Newman For For Management 1.6 Elect Director Steven A. Raymund For For Management 1.7 Elect Director Thomas A. Sansone For For Management 1.8 Elect Director David M. Stout For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management 4 Amend Executive Incentive Bonus Plan For For Management 5 Approve Qualified Employee Stock For For Management Purchase Plan 6 Other Business For For Management -------------------------------------------------------------------------------- JOHNSON CONTROLS, INC. Ticker: JCI Security ID: 478366107 Meeting Date: JAN 26, 2011 Meeting Type: Annual Record Date: NOV 18, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Natalie A. Black For For Management 1.2 Elect Director Robert A. Cornog For For Management 1.3 Elect Director William H. Lacy For For Management 1.4 Elect Director Stephen A. Roell For For Management 2 Ratify Auditors For For Management 3 Adopt Majority Voting for Uncontested For For Management Election of Directors 4 Amend Executive Incentive Bonus Plan For For Management 5 Amend Executive Incentive Bonus Plan For For Management 6 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 7 Advisory Vote on Say on Pay Frequency Three Three Years Management Years -------------------------------------------------------------------------------- JOS. A. BANK CLOTHIERS, INC. Ticker: JOSB Security ID: 480838101 Meeting Date: JUN 17, 2011 Meeting Type: Annual Record Date: APR 29, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director R. Neal Black For For Management 1.2 Elect Director Robert N. Wildrick For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- KEY ENERGY SERVICES, INC. Ticker: KEG Security ID: 492914106 Meeting Date: MAY 19, 2011 Meeting Type: Annual Record Date: MAR 14, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William D. Fertig For For Management 1.2 Elect Director Robert K. Reeves For For Management 1.3 Elect Director J. Robinson West For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- KRONOS WORLDWIDE, INC. Ticker: KRO Security ID: 50105F105 Meeting Date: MAY 12, 2011 Meeting Type: Annual Record Date: MAR 21, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Keith R. Coogan For For Management 1.2 Elect Director Cecil H. Moore, Jr. For For Management 1.3 Elect Director George E. Poston For For Management 1.4 Elect Director Glenn R. Simmons For For Management 1.5 Elect Director Harold C. Simmons For For Management 1.6 Elect Director R. Gerald Turner For For Management 1.7 Elect Director Steven L. Watson For For Management 2 Increase Authorized Common Stock For For Management 3 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- LIBERTY MEDIA CORPORATION Ticker: LINTA Security ID: 53071M708 Meeting Date: MAY 23, 2011 Meeting Type: Special Record Date: APR 11, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Restructuring Plan of Liberty For For Management Capital Tracking Stock 2 Approve Restructuring Plan of Liberty For For Management Starz Tracking Stock -------------------------------------------------------------------------------- LPL INVESTMENT HOLDINGS, INC. Ticker: LPLA Security ID: 50213H100 Meeting Date: MAY 19, 2011 Meeting Type: Annual Record Date: MAR 30, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Mark S. Casady For For Management 1.2 Elect Director James S. Putnam For For Management 1.3 Elect Director Richard W. Boyce For For Management 1.4 Elect Director John J. Brennan For For Management 1.5 Elect Director Erik D. Ragatz For For Management 1.6 Elect Director James S. Riepe For For Management 1.7 Elect Director Richard P. Schifter For For Management 1.8 Elect Director Jeffrey E. Stiefler For For Management 1.9 Elect Director Allen R. Thorpe For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 4 Advisory Vote on Say on Pay Frequency Three Three Years Management Years -------------------------------------------------------------------------------- LYONDELLBASELL INDUSTRIES NV Ticker: LYB Security ID: N53745100 Meeting Date: MAY 05, 2011 Meeting Type: Annual Record Date: APR 07, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Open Meeting None None Management 2 Discussion on Company's Corporate None None Management Governance Structure 3a Elect J.S. Bindra as Class I Directors For For Management to the Supervisory Board 3b Reelect M. Carroll as Class I Directors For For Management to the Supervisory Board 3c Reelect R. van der Meer as Class I For For Management Directors to the Supervisory Board 4 Elect R. Buchanan as Class II Director For For Management to the Supervisory Board 5 Elect J. Aigrain as Class III Director For For Management to the Supervisory Board 6 Adopt Financial Statements and For For Management Statutory Reports 7 Approve Discharge of Management Board For For Management 8 Approve Discharge of Supervisory Board For For Management 9 Ratify PricewaterhouseCoopers as For For Management Auditors 10 Approve Remuneration of Supervisory For For Management Board 11 Amend Articles Re: Removal of For For Management References to Class B Shares and Conversion into A Shares, Deletion of Provisions regarding Listing on New York Stock Exchange, and Legislative Changes in Dutch Law 12 Receive Explanation on Company's None None Management Reserves and Dividend Policy 13 Approve Dividends of USD 0.10 Per Share For For Management 14 Advisory Vote to Approve Remuneration For For Management Report Containing Remuneration Policy for Management Board Members 15 Advisory Vote on Say on Pay Frequency One Year One Year Management 16 Elect G. Gwin as Class II Director to For For Management the Supervisory Board 17 Close Meeting None None Management -------------------------------------------------------------------------------- MANPOWER GROUP Ticker: MAN Security ID: 56418H100 Meeting Date: MAY 03, 2011 Meeting Type: Annual Record Date: FEB 22, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Cari M. Dominguez For For Management 1.2 Elect Director Roberto Mendoza For For Management 1.3 Elect Director Elizabeth P. Sartain For For Management 1.4 Elect Director Edward J. Zore For For Management 1.5 Elect Director William Downe For For Management 1.6 Elect Director Patricia A. Hemingway For For Management Hall 2 Ratify Auditors For For Management 3 Approve Executive Incentive Bonus Plan For For Management 4 Approve Omnibus Stock Plan For For Management 5 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 6 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- MARVELL TECHNOLOGY GROUP LTD Ticker: MRVL Security ID: G5876H105 Meeting Date: JUL 08, 2010 Meeting Type: Annual Record Date: MAY 20, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Ta-lin Hsu as Director For For Management 1b Elect John G. Kassakian as Director For For Management 2 Declassify the Board of Directors For For Management 3 Adopt Simple Majority Vote for Election For For Management of Directors 4 Approve Executive Incentive Bonus Plan For For Management 5 Amend Omnibus Stock Plan For For Management 6 Approve Auditors and Authorize Board to For For Management Fix Their Remuneration -------------------------------------------------------------------------------- MASIMO CORPORATION Ticker: MASI Security ID: 574795100 Meeting Date: JUN 01, 2011 Meeting Type: Annual Record Date: APR 18, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Steven J. Barker For For Management 1.2 Elect Director Sanford Fitch For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 4 Advisory Vote on Say on Pay Frequency Three Three Years Management Years 5 Require a Majority Vote for the Against Against Shareholder Election of Directors -------------------------------------------------------------------------------- MCDERMOTT INTERNATIONAL, INC. Ticker: MDR Security ID: 580037109 Meeting Date: MAY 06, 2011 Meeting Type: Annual Record Date: MAR 07, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John F. Bookout, III For For Management 1.2 Elect Director Roger A. Brown For For Management 1.3 Elect Director Stephen G. Hanks For For Management 1.4 Elect Director Stephen M. Johnson For For Management 1.5 Elect Director D. Bradley McWilliams For For Management 1.6 Elect Director Thomas C. Schievelbein For For Management 1.7 Elect Director Mary Shafer-Malicki For For Management 1.8 Elect Director David A. Trice For For Management 2 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Approve Executive Incentive Bonus Plan For For Management 5 Ratify Auditors For For Management -------------------------------------------------------------------------------- METROPCS COMMUNICATIONS, INC. Ticker: PCS Security ID: 591708102 Meeting Date: MAY 26, 2011 Meeting Type: Annual Record Date: APR 18, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Roger D. Linquist For For Management 1.2 Elect Director Arthur C. Patterson For For Management 2 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 3 Advisory Vote on Say on Pay Frequency Three Three Years Management Years 4 Ratify Auditors For For Management -------------------------------------------------------------------------------- MICROSEMI CORPORATION Ticker: MSCC Security ID: 595137100 Meeting Date: JAN 19, 2011 Meeting Type: Annual Record Date: NOV 22, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James J. Peterson For For Management 1.2 Elect Director Dennis R. Leibel For For Management 1.3 Elect Director Thomas R. Anderson For For Management 1.4 Elect Director William E. Bendush For For Management 1.5 Elect Director William L. Healey For For Management 1.6 Elect Director Paul F. Folino For For Management 1.7 Elect Director Matthew E. Massengill For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- MONRO MUFFLER BRAKE, INC. Ticker: MNRO Security ID: 610236101 Meeting Date: AUG 10, 2010 Meeting Type: Annual Record Date: JUN 22, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Richard A. Berenson For For Management 1.2 Elect Director Donald Glickman For For Management 1.3 Elect Director James Wilen For For Management 1.4 Elect Director Elizabeth A. Wolszon For For Management 1.5 Elect Director Robert E. Mellor For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- NATIONAL OILWELL VARCO, INC. Ticker: NOV Security ID: 637071101 Meeting Date: MAY 19, 2011 Meeting Type: Annual Record Date: MAR 28, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Robert E. Beauchamp For For Management 2 Elect Director Jeffery A. Smisek For For Management 3 Ratify Auditors For For Management 4 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 5 Advisory Vote on Say on Pay Frequency One Year One Year Management 6 Declassify the Board of Directors For For Management 7 Increase Authorized Common Stock For For Management 8 Report on Political Contributions Against Against Shareholder -------------------------------------------------------------------------------- NETAPP, INC. Ticker: NTAP Security ID: 64110D104 Meeting Date: AUG 31, 2010 Meeting Type: Annual Record Date: JUL 06, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jeffry R. Allen For For Management 1.2 Elect Director Alan L. Earhart For For Management 1.3 Elect Director Thomas Georgens For For Management 1.4 Elect Director Gerald Held For For Management 1.5 Elect Director Nicholas G. Moore For For Management 1.6 Elect Director T. Michael Nevens For For Management 1.7 Elect Director George T. Shaheen For For Management 1.8 Elect Director Robert T. Wall For For Management 1.9 Elect Director Daniel J. Warmenhoven 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 -------------------------------------------------------------------------------- NETGEAR, INC. Ticker: NTGR Security ID: 64111Q104 Meeting Date: MAY 24, 2011 Meeting Type: Annual Record Date: MAR 28, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Patrick C.S. Lo For For Management 1.2 Elect Director Jocelyn E. Carter-Miller For For Management 1.3 Elect Director Ralph E. Faison For For Management 1.4 Elect Director A. Timothy Godwin For For Management 1.5 Elect Director Jef Graham For For Management 1.6 Elect Director Linwood A. Lacy, Jr. For For Management 1.7 Elect Director Gregory J. Rossmann For For Management 1.8 Elect Director Julie A. Shimer For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- NORDSTROM, INC. Ticker: JWN Security ID: 655664100 Meeting Date: MAY 11, 2011 Meeting Type: Annual Record Date: MAR 11, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Phyllis J. Campbell For For Management 2 Elect Director Michelle M. Ebanks For For Management 3 Elect Director Enrique Hernandez, Jr. For For Management 4 Elect Director Robert G. Miller For For Management 5 Elect Director Blake W. Nordstrom For For Management 6 Elect Director Erik B. Nordstrom For For Management 7 Elect Director Peter E. Nordstrom For For Management 8 Elect Director Philip G. Satre For For Management 9 Elect Director Felicia D. Thornton For For Management 10 Elect Director B. Kevin Turner For For Management 11 Elect Director Robert D. Walter For For Management 12 Elect Director Alison A. Winter For For Management 13 Amend Qualified Employee Stock Purchase For For Management Plan 14 Ratify Auditors For For Management 15 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 16 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- OIL STATES INTERNATIONAL, INC. Ticker: OIS Security ID: 678026105 Meeting Date: MAY 17, 2011 Meeting Type: Annual Record Date: MAR 31, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Christopher T. Seaver For For Management 1.2 Elect Director Douglas E. Swanson For For Management 1.3 Elect Director Cindy B. Taylor For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- OMNIVISION TECHNOLOGIES, INC. Ticker: OVTI Security ID: 682128103 Meeting Date: SEP 23, 2010 Meeting Type: Annual Record Date: JUL 26, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Shaw Hong For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- PAREXEL INTERNATIONAL CORPORATION Ticker: PRXL Security ID: 699462107 Meeting Date: DEC 09, 2010 Meeting Type: Annual Record Date: OCT 15, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director A. Dana Callow, Jr. For For Management 1.2 Elect Director Christopher J. Lindop For For Management 1.3 Elect Director Josef H. von Rickenbach For For Management 2 Approve Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- PATTERSON-UTI ENERGY, INC. Ticker: PTEN Security ID: 703481101 Meeting Date: JUN 08, 2011 Meeting Type: Annual Record Date: APR 11, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Mark S. Siegel For For Management 1.2 Elect Director Kenneth N. Berns For For Management 1.3 Elect Director Charles O. Buckner For For Management 1.4 Elect Director Curtis W. Huff For For Management 1.5 Elect Director Terry H. Hunt For For Management 1.6 Elect Director Kenneth R. Peak For For Management 1.7 Elect Director Cloyce A. Talbott For For Management 2 Amend Omnibus Stock Plan For For Management 3 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Ratify Auditors For For Management -------------------------------------------------------------------------------- PIER 1 IMPORTS, INC Ticker: PIR Security ID: 720279108 Meeting Date: JUN 28, 2011 Meeting Type: Annual Record Date: APR 29, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Claire H. Babrowski For For Management 2 Elect Director John H. Burgoyne For For Management 3 Elect Director Hamish A. Dodds For For Management 4 Elect Director Michael R. Ferrari For For Management 5 Elect Director Brendan L. Hoffman For For Management 6 Elect Director Terry E. London For For Management 7 Elect Director Alexander W. Smith For For Management 8 Elect Director Cece Smith For For Management 9 Amend Omnibus Stock Plan For For Management 10 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 11 Advisory Vote on Say on Pay Frequency One Year One Year Management 12 Ratify Auditors For For Management -------------------------------------------------------------------------------- PLANTRONICS, INC. Ticker: PLT Security ID: 727493108 Meeting Date: JUL 27, 2010 Meeting Type: Annual Record Date: JUN 01, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Marv Tseu For For Management 1.2 Elect Director Ken Kannappan For For Management 1.3 Elect Director Brian Dexheimer For For Management 1.4 Elect Director Gregg Hammann For For Management 1.5 Elect Director John Hart For For Management 1.6 Elect Director Marshall Mohr For For Management 1.7 Elect Director Roger Wery For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- POLYONE CORPORATION Ticker: POL Security ID: 73179P106 Meeting Date: MAY 11, 2011 Meeting Type: Annual Record Date: MAR 14, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director J. Douglas Campbell For For Management 1.2 Elect Director Carol A. Cartwright For For Management 1.3 Elect Director Richard H. Fearon For For Management 1.4 Elect Director Gordon D. Harnett For For Management 1.5 Elect Director Richard A. Lorraine For For Management 1.6 Elect Director Edward J. Mooney For For Management 1.7 Elect Director Stephen D. Newlin For For Management 1.8 Elect Director William H. Powell For For Management 1.9 Elect Director Farah M. Walters For For Management 2 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify Auditors For For Management -------------------------------------------------------------------------------- POTASH CORPORATION OF SASKATCHEWAN INC. Ticker: POT Security ID: 73755L107 Meeting Date: MAY 12, 2011 Meeting Type: Annual/Special Record Date: MAR 16, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director C. M. Burley For For Management 1.2 Elect Director W. J. Doyle For For Management 1.3 Elect Director J. W. Estey 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 For For Management Auditors 3 Approve 2011 Performance Option Plan For For Management 4 Advisory Vote on Executive Compensation For For Management Approach -------------------------------------------------------------------------------- REGAL ENTERTAINMENT GROUP Ticker: RGC Security ID: 758766109 Meeting Date: MAY 04, 2011 Meeting Type: Annual Record Date: MAR 09, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Stephen A. Kaplan For For Management 1.2 Elect Director Jack Tyrrell For For Management 1.3 Elect Director Nestor R. Weigand, Jr. For For Management 2 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify Auditors For For Management -------------------------------------------------------------------------------- ROBERT HALF INTERNATIONAL INC. Ticker: RHI Security ID: 770323103 Meeting Date: MAY 04, 2011 Meeting Type: Annual Record Date: MAR 09, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Andrew S. Berwick, Jr. For For Management 1.2 Elect Director Edward W. Gibbons For For Management 1.3 Elect Director Harold M. Messmer, Jr. For For Management 1.4 Elect Director Barbara J. Novogradac For For Management 1.5 Elect Director Robert J. Pace For For Management 1.6 Elect Director Frederick A. Richman For For Management 1.7 Elect Director M. Keith Waddell For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 5 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- SANDRIDGE ENERGY, INC. Ticker: SD Security ID: 80007P307 Meeting Date: JUN 03, 2011 Meeting Type: Annual Record Date: APR 06, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Roy T. Oliver For For Management 1.2 Elect Director Tom L. Ward For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 5 Advisory Vote on Say on Pay Frequency Three Three Years Management Years -------------------------------------------------------------------------------- SEI INVESTMENTS COMPANY Ticker: SEIC Security ID: 784117103 Meeting Date: MAY 25, 2011 Meeting Type: Annual Record Date: MAR 24, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Kathryn M. McCarthy For For Management 1.2 Elect Director Sarah W. Blumenstein For For Management 2 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 3 Advisory Vote on Say on Pay Frequency None One Year Management 4 Ratify Auditors For For Management -------------------------------------------------------------------------------- SIGNATURE BANK Ticker: SBNY Security ID: 82669G104 Meeting Date: APR 28, 2011 Meeting Type: Annual Record Date: MAR 01, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Scott A. Shay For For Management 1.2 Elect Director Joseph J. Depaolo For For Management 1.3 Elect Director Alfred B. Delbello For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- STILLWATER MINING COMPANY Ticker: SWC Security ID: 86074Q102 Meeting Date: MAY 03, 2011 Meeting Type: Annual Record Date: MAR 21, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Craig L. Fuller For For Management 1.2 Elect Director Patrick M. James For For Management 1.3 Elect Director Steven S. Lucas For For Management 1.4 Elect Director Michael S. Parrett For For Management 1.5 Elect Director Francis R. McAllister For For Management 1.6 Elect Director Sheryl K. Pressler For For Management 1.7 Elect Director Michael Schiavone For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Authorize New Class of Preferred Stock For For Management -------------------------------------------------------------------------------- TALEO CORPORATION Ticker: TLEO Security ID: 87424N104 Meeting Date: MAY 17, 2011 Meeting Type: Annual Record Date: MAR 31, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Patrick Gross For For Management 1.2 Elect Director Jeffrey Schwartz For For Management 1.3 Elect Director Jeffrey Stiefler For For Management 2 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify Auditors For For Management -------------------------------------------------------------------------------- TEMPUR-PEDIC INTERNATIONAL INC. Ticker: TPX Security ID: 88023U101 Meeting Date: APR 26, 2011 Meeting Type: Annual Record Date: MAR 04, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Evelyn S. Dilsaver For For Management 2 Elect Director Frank Doyle For For Management 3 Elect Director John A. Heil For For Management 4 Elect Director Peter K. Hoffman For For Management 5 Elect Director Paul Judge For For Management 6 Elect Director Nancy F. Koehn For For Management 7 Elect Director Christopher A. Masto For For Management 8 Elect Director P. Andrews Mclane For For Management 9 Elect Director Mark Sarvary For For Management 10 Elect Director Robert B. Trussell, Jr. For For Management 11 Ratify Auditors For For Management 12 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 13 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- TEXTAINER GROUP HOLDINGS LTD Ticker: TGH Security ID: G8766E109 Meeting Date: MAY 17, 2011 Meeting Type: Annual Record Date: APR 11, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1a Reelect Neil I. Jowell as Director For For Management 1b Reelect Cecil Jowell as Director For For Management 1c Reelect David M. Nurek as Director For For Management 2 Accept Financial Statements and For For Management Statutory Reports 3 Reappoint KPMG LLP as Auditors and For For Management Authorize Board to Fix Their Remuneration 4 Transact Other Business (Non-Voting) None None Management -------------------------------------------------------------------------------- THE DRESS BARN, INC. Ticker: ASNA Security ID: 261570105 Meeting Date: DEC 17, 2010 Meeting Type: Annual Record Date: OCT 08, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Formation of Holding Company For For Management 2.1 Elect Director Elliot S. Jaffe For For Management 2.2 Elect Director Michael W. Rayden For For Management 3 Amend Omnibus Stock Plan For For Management 4 Ratify Auditors For For Management -------------------------------------------------------------------------------- THE TIMKEN COMPANY Ticker: TKR Security ID: 887389104 Meeting Date: MAY 10, 2011 Meeting Type: Annual Record Date: FEB 22, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John M. Ballbach For For Management 1.2 Elect Director Phillip R. Cox For For Management 1.3 Elect Director Ward J. Timken, Jr For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management 4 Advisory Vote on Say on Pay Frequency Three Three Years Management Years 5 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation -------------------------------------------------------------------------------- THE WALT DISNEY COMPANY Ticker: DIS Security ID: 254687106 Meeting Date: MAR 23, 2011 Meeting Type: Annual Record Date: JAN 24, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Susan E. Arnold For For Management 2 Elect Director John E. Bryson For For Management 3 Elect Director John S. Chen For For Management 4 Elect Director Judith L. Estrin For For Management 5 Elect Director Robert A. Iger For For Management 6 Elect Director Steven P. Jobs For For Management 7 Elect Director Fred H. Langhammer For For Management 8 Elect Director Aylwin B. Lewis For For Management 9 Elect Director Monica C. Lozano For For Management 10 Elect Director Robert W. Matschullat For For Management 11 Elect Director John E. Pepper, Jr. For For Management 12 Elect Director Sheryl Sandberg For For Management 13 Elect Director Orin C. Smith For For Management 14 Ratify Auditors For For Management 15 Approve Omnibus Stock Plan For For Management 16 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 17 Advisory Vote on Say on Pay Frequency One Year One Year Management 18 Prohibit Retesting Performance Goals Against Against Shareholder -------------------------------------------------------------------------------- THOMAS & BETTS CORPORATION Ticker: TNB Security ID: 884315102 Meeting Date: MAY 04, 2011 Meeting Type: Annual Record Date: MAR 04, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael L. Ducker For For Management 1.2 Elect Director Jeananne K. Hauswald For For Management 1.3 Elect Director Dean Jernigan For For Management 1.4 Elect Director Ronald B. Kalich, Sr. For For Management 1.5 Elect Director Kenneth R. Masterson For For Management 1.6 Elect Director Dominic J. Pileggi For For Management 1.7 Elect Director Jean-Paul Richard For For Management 1.8 Elect Director Rufus H. Rivers For For Management 1.9 Elect Director Kevin L. Roberg For For Management 1.10 Elect Director David D. Stevens For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- TRANSDIGM GROUP INCORPORATED Ticker: TDG Security ID: 893641100 Meeting Date: MAR 03, 2011 Meeting Type: Annual Record Date: JAN 07, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Sean P. Hennessy For For Management 1.2 Elect Director Douglas W. Peacock For For Management 2 Amend Omnibus Stock Plan For For Management 3 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 4 Advisory Vote on Say on Pay Frequency Two Years Two Years Management 5 Ratify Auditors For For Management -------------------------------------------------------------------------------- TRW AUTOMOTIVE HOLDINGS CORP. Ticker: TRW Security ID: 87264S106 Meeting Date: MAY 18, 2011 Meeting Type: Annual Record Date: MAR 21, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Francois J. Castaing For For Management 1.2 Elect Director Michael R. Gambrell For For Management 1.3 Elect Director Paul H. O'neill For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 4 Advisory Vote on Say on Pay Frequency Three Three Years Management Years -------------------------------------------------------------------------------- UNITED RENTALS, INC. Ticker: URI Security ID: 911363109 Meeting Date: MAY 11, 2011 Meeting Type: Annual Record Date: MAR 15, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Jenne K. Britell For For Management 2 Elect Director Jose B. Alvarez For For Management 3 Elect Director Howard L. Clark, Jr. For For Management 4 Elect Director Bobby J. Griffin For For Management 5 Elect Director Michael J. Kneeland For For Management 6 Elect Director Singleton B. McAllister For For Management 7 Elect Director Brian D. McAuley For For Management 8 Elect Director John S. McKinney For For Management 9 Elect Director Jason D. Papastavrou For For Management 10 Elect Director Filippo Passerini For For Management 11 Elect Director Keith Wimbush For For Management 12 Ratify Auditors For For Management 13 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 14 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- VOLCANO CORPORATION Ticker: VOLC Security ID: 928645100 Meeting Date: MAY 02, 2011 Meeting Type: Annual Record Date: MAR 04, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael J. Coyle For For Management 1.2 Elect Director Roy T. Tanaka For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 5 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- WESTLAKE CHEMICAL CORPORATION Ticker: WLK Security ID: 960413102 Meeting Date: MAY 20, 2011 Meeting Type: Annual Record Date: APR 01, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Dorothy C. Jenkins For For Management 1.2 Elect Director Max L. Lukens For For Management 2 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 3 Advisory Vote on Say on Pay Frequency Three Three Years Management Years 4 Ratify Auditors For For Management -------------------------------------------------------------------------------- WILLIAMS-SONOMA, INC. Ticker: WSM Security ID: 969904101 Meeting Date: MAY 25, 2011 Meeting Type: Annual Record Date: MAR 28, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Laura J. Alber For For Management 1.2 Elect Director Adrian D.P. Bellamy For For Management 1.3 Elect Director Patrick J. Connolly For For Management 1.4 Elect Director Adrian T. Dillon For For Management 1.5 Elect Director Anthony A. Greener For For Management 1.6 Elect Director Ted W. Hall For For Management 1.7 Elect Director Michael R. Lynch For For Management 1.8 Elect Director Sharon L McCollam For For Management 2 Change State of Incorporation [from For For Management California to Delaware] 3 Amend Omnibus Stock Plan For For Management 4 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 5 Advisory Vote on Say on Pay Frequency One Year One Year Management 6 Ratify Auditors For For Management -------------------------------------------------------------------------------- ZUMIEZ INC. Ticker: ZUMZ Security ID: 989817101 Meeting Date: MAY 25, 2011 Meeting Type: Annual Record Date: MAR 17, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Thomas D. Campion For For Management 2 Elect Director Sarah G. Mccoy For For Management 3 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 4 Advisory Vote on Say on Pay Frequency Three Three Years Management Years 5 Ratify Auditors For For Management 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 Fund, Inc. By (Signature and Title)* /s/ David D. Marky David D. Marky, Vice President Principal Executive Officer Date August 23, 2011 * Print the name and title of each signing officer under his or her signature. ========== END NPX REPORT