******************************* FORM N-Px REPORT *******************************
ICA File Number: 811-04447
Reporting Period: 07/01/2011 - 06/30/2012
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
Investment Company Act file number: 811-04447
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)
U.S. Bancorp Fund Services, LLC,
777 East Wisconsin Avenue, Milwaukee, WI 53202
(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: June 30, 2012
=============================== Brandywine Fund ================================
ADTRAN, INC.
Ticker: ADTN Security ID: 00738A106
Meeting Date: MAY 09, 2012 Meeting Type: Annual
Record Date: MAR 12, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Thomas R. Stanton For For Management
1.2 Elect Director H. Fenwick Huss For For Management
1.3 Elect Director Ross K. Ireland For For Management
1.4 Elect Director William L. Marks For For Management
1.5 Elect Director James E. Matthews For For Management
1.6 Elect Director Balan Nair For For Management
1.7 Elect Director Roy J. Nichols For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify Auditors For For Management
--------------------------------------------------------------------------------
AGILENT TECHNOLOGIES, INC.
Ticker: A Security ID: 00846U101
Meeting Date: MAR 21, 2012 Meeting Type: Annual
Record Date: JAN 23, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Robert J. Herbold For For Management
2 Elect Director Koh Boon Hwee For For Management
3 Elect Director William P. Sullivan For For Management
4 Ratify Auditors For For Management
5 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
--------------------------------------------------------------------------------
ANADARKO PETROLEUM CORPORATION
Ticker: APC Security ID: 032511107
Meeting Date: MAY 15, 2012 Meeting Type: Annual
Record Date: MAR 20, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Kevin P. Chilton For For Management
2 Elect Director Luke R. Corbett For For Management
3 Elect Director H. Paulett Eberhart For For Management
4 Elect Director Peter J. Fluor For For Management
5 Elect Director Richard L. George For For Management
6 Elect Director Preston M. Geren, III For For Management
7 Elect Director Charles W. Goodyear For For Management
8 Elect Director John R. Gordon For For Management
9 Elect Director James T. Hackett For For Management
10 Elect Director Eric D. Mullins For For Management
11 Elect Director Paula Rosput Reynolds For For Management
12 Elect Director R. A. Walker For For Management
13 Ratify Auditors For For Management
14 Approve Omnibus Stock Plan For For Management
15 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
16 Require Independent Board Chairman Against Against Shareholder
17 Amend EEO Policy to Prohibit Against Against Shareholder
Discrimination based on Gender Identity
18 Pro-rata Vesting of Equity Awards Against Against Shareholder
19 Report on Political Contributions Against Against Shareholder
--------------------------------------------------------------------------------
APPLE INC.
Ticker: AAPL Security ID: 037833100
Meeting Date: FEB 23, 2012 Meeting Type: Annual
Record Date: DEC 27, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director William V. Campbell For For Management
1.2 Elect Director Timothy D. Cook For For Management
1.3 Elect Director Millard S. Drexler For For Management
1.4 Elect Director Al Gore For For Management
1.5 Elect Director Robert A. Iger For For Management
1.6 Elect Director Andrea Jung For For Management
1.7 Elect Director Arthur D. Levinson For For Management
1.8 Elect Director Ronald D. Sugar For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Prepare Conflict of Interest Report Against Against Shareholder
5 Advisory Vote to Ratify Directors' Against Against Shareholder
Compensation
6 Report on Political Contributions Against Against Shareholder
7 Require a Majority Vote for the Against Against Shareholder
Election of Directors
--------------------------------------------------------------------------------
ARUBA NETWORKS, INC.
Ticker: ARUN Security ID: 043176106
Meeting Date: DEC 15, 2011 Meeting Type: Annual
Record Date: OCT 20, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Dominic P. Orr For For Management
1.2 Elect Director Keerti Melkote For For Management
1.3 Elect Director Bernard Guidon For For Management
1.4 Elect Director Emmanuel Hernandez For For Management
1.5 Elect Director Michael R. Kourey For For Management
1.6 Elect Director Douglas Leone For For Management
1.7 Elect Director Willem P. Roelandts For For Management
1.8 Elect Director Juergen Rottler For For Management
1.9 Elect Director Daniel Warmenhoven For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Advisory Vote on Say on Pay Frequency One Year One Year Management
--------------------------------------------------------------------------------
AUTODESK, INC.
Ticker: ADSK Security ID: 052769106
Meeting Date: JUN 07, 2012 Meeting Type: Annual
Record Date: APR 10, 2012
# 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 Mary T. McDowell For For Management
6 Elect Director Lorrie M. Norrington For For Management
7 Elect Director Charles J. Robel For For Management
8 Elect Director Stacy J. Smith For For Management
9 Elect Director Steven M. West For For Management
10 Ratify Auditors For For Management
11 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
--------------------------------------------------------------------------------
BIG LOTS, INC.
Ticker: BIG Security ID: 089302103
Meeting Date: MAY 23, 2012 Meeting Type: Annual
Record Date: MAR 26, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Jeffrey P. Berger For For Management
1.2 Elect Director James R. Chambers For For Management
1.3 Elect Director Steven S. Fishman For For Management
1.4 Elect Director Peter J. Hayes For For Management
1.5 Elect Director Brenda J. Lauderback For For Management
1.6 Elect Director Philip E. Mallott For For Management
1.7 Elect Director Russell Solt For For Management
1.8 Elect Director James R. Tener For For Management
1.9 Elect Director Dennis B. Tishkoff For For Management
2 Approve Omnibus Stock Plan For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Ratify Auditors For For Management
--------------------------------------------------------------------------------
BROADCOM CORPORATION
Ticker: BRCM Security ID: 111320107
Meeting Date: MAY 15, 2012 Meeting Type: Annual
Record Date: MAR 19, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Robert J. Finocchio, Jr. For For Management
1.2 Elect Director Nancy H. Handel For For Management
1.3 Elect Director Eddy W. Hartenstein For For Management
1.4 Elect Director Maria Klawe For For Management
1.5 Elect Director John E. Major For For Management
1.6 Elect Director Scott A. McGregor For For Management
1.7 Elect Director William T. Morrow For For Management
1.8 Elect Director Henry Samueli For For Management
1.9 Elect Director Robert E. Switz For For Management
2 Amend Qualified Employee Stock For For Management
Purchase Plan
3 Approve Omnibus Stock Plan For For Management
4 Ratify Auditors For For Management
--------------------------------------------------------------------------------
CADENCE DESIGN SYSTEMS, INC.
Ticker: CDNS Security ID: 127387108
Meeting Date: MAY 04, 2012 Meeting Type: Annual
Record Date: MAR 06, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Susan L. Bostrom For For Management
2 Elect Director Donald L. Lucas For For Management
3 Elect Director James D. Plummer For For Management
4 Elect Director Alberto For For Management
Sangiovanni-Vincentelli
5 Elect Director George M. Scalise For For Management
6 Elect Director John B. Shoven For For Management
7 Elect Director Roger S. Siboni For For Management
8 Elect Director Lip-Bu Tan For For Management
9 Amend Non-Employee Director Omnibus For For Management
Stock Plan
10 Amend Non-Employee Director Omnibus For For Management
Stock Plan
11 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
12 Ratify Auditors For For Management
--------------------------------------------------------------------------------
CARDINAL HEALTH, INC.
Ticker: CAH Security ID: 14149Y108
Meeting Date: NOV 02, 2011 Meeting Type: Annual
Record Date: SEP 06, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Colleen F. Arnold For For Management
2 Elect Director George S. Barrett For For Management
3 Elect Director Glenn A. Britt For For Management
4 Elect Director Carrie S. Cox For For Management
5 Elect Director Calvin Darden For For Management
6 Elect Director Bruce L. Downey For For Management
7 Elect Director John F. Finn For For Management
8 Elect Director Gregory B. Kenny For For Management
9 Elect Director David P. King For For Management
10 Elect Director Richard C. Notebaert For For Management
11 Elect Director David W. Raisbeck For For Management
12 Elect Director Jean G. Spaulding For For Management
13 Ratify Auditors For For Management
14 Approve Omnibus Stock Plan For For Management
15 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
16 Advisory Vote on Say on Pay Frequency One Year One Year Management
17 Require Independent Board Chairman Against Against Shareholder
--------------------------------------------------------------------------------
CARPENTER TECHNOLOGY CORPORATION
Ticker: CRS Security ID: 144285103
Meeting Date: OCT 10, 2011 Meeting Type: Annual
Record Date: AUG 12, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Robert R. Mcmaster For For Management
1.2 Elect Director Gregory A. Pratt For For Management
2 Ratify Auditors For For Management
3 Amend Omnibus Stock Plan For For Management
4 Amend Executive Incentive Bonus Plan For For Management
5 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
6 Advisory Vote on Say on Pay Frequency One Year One Year Management
--------------------------------------------------------------------------------
CELGENE CORPORATION
Ticker: CELG Security ID: 151020104
Meeting Date: JUN 13, 2012 Meeting Type: Annual
Record Date: APR 18, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Robert J. Hugin For For Management
1.2 Elect Director Richard W. Barker For For Management
1.3 Elect Director Michael D. Casey For For Management
1.4 Elect Director Carrie S. Cox For For Management
1.5 Elect Director Rodman L. Drake For For Management
1.6 Elect Director Michael A. Friedman For For Management
1.7 Elect Director Gilla Kaplan For For Management
1.8 Elect Director James J. Loughlin For For Management
1.9 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 For For Management
Executive Officers' Compensation
5 Amend Articles/Bylaws/Charter -- Call Against Against Shareholder
Special Meetings
--------------------------------------------------------------------------------
CHICO'S FAS, INC.
Ticker: CHS Security ID: 168615102
Meeting Date: JUN 21, 2012 Meeting Type: Annual
Record Date: APR 23, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Ross E. Roeder For For Management
2 Elect Director Andrea M. Weiss For For Management
3 Approve Omnibus Stock Plan For For Management
4 Ratify Auditors For For Management
5 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
--------------------------------------------------------------------------------
CHURCH & DWIGHT CO., INC.
Ticker: CHD Security ID: 171340102
Meeting Date: MAY 03, 2012 Meeting Type: Annual
Record Date: MAR 05, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director T. Rosie Albright For For Management
2 Elect Director Ravichandra K. Saligram For For Management
3 Elect Director Robert K. Shearer For For Management
4 Amend Executive Incentive Bonus Plan For For Management
5 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
6 Ratify Auditors For For Management
--------------------------------------------------------------------------------
DANA HOLDING CORPORATION
Ticker: DAN Security ID: 235825205
Meeting Date: APR 24, 2012 Meeting Type: Annual
Record Date: FEB 24, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Virginia A. Kamsky For For Management
1.2 Elect Director Terrence J. Keating For For Management
1.3 Elect Director Joseph C. Muscari For For Management
1.4 Elect Director Steven B. Schwarzwaelder For For Management
1.5 Elect Director Richard F. Wallman For For Management
1.6 Elect Director Keith E. Wandell For For Management
1.7 Elect Director Roger J. Wood For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Approve Omnibus Stock Plan For For Management
4 Ratify Auditors For For Management
--------------------------------------------------------------------------------
DICK'S SPORTING GOODS, INC.
Ticker: DKS Security ID: 253393102
Meeting Date: JUN 06, 2012 Meeting Type: Annual
Record Date: APR 09, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director William J. Colombo For For Management
1.2 Elect Director Larry D. Stone For For Management
2 Approve Omnibus Stock Plan For For Management
3 Ratify Auditors For For Management
4 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
--------------------------------------------------------------------------------
DIEBOLD, INCORPORATED
Ticker: DBD Security ID: 253651103
Meeting Date: APR 26, 2012 Meeting Type: Annual
Record Date: FEB 27, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Patrick W. Allender For For Management
1.2 Elect Director Bruce L. Byrnes For For Management
1.3 Elect Director Mei-Wei Cheng For For Management
1.4 Elect Director Phillip R. Cox For For Management
1.5 Elect Director Richard L. Crandall For For Management
1.6 Elect Director Gale S. Fitzgerald For For Management
1.7 Elect Director John N. Lauer For For Management
1.8 Elect Director Rajesh K. Soin For For Management
1.9 Elect Director Thomas W. Swidarski For For Management
1.10 Elect Director Henry D.G. Wallace For For Management
1.11 Elect Director Alan J. Weber For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
--------------------------------------------------------------------------------
EBAY INC.
Ticker: EBAY Security ID: 278642103
Meeting Date: APR 26, 2012 Meeting Type: Annual
Record Date: MAR 08, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Marc L. Andreessen For For Management
2 Elect Director William C. Ford, Jr. For For Management
3 Elect Director Dawn G. Lepore For For Management
4 Elect Director Kathleen C. Mitic For For Management
5 Elect Director Pierre M. Omidyar For For Management
6 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
7 Amend Omnibus Stock Plan For For Management
8 Approve Qualified Employee Stock For For Management
Purchase Plan
9 Declassify the Board of Directors For For Management
10 Provide Right to Call Special Meeting For For Management
11 Ratify Auditors For For Management
--------------------------------------------------------------------------------
ENERGY XXI (BERMUDA) LIMITED
Ticker: 5E3B Security ID: G10082140
Meeting Date: NOV 08, 2011 Meeting Type: Annual
Record Date: SEP 19, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect John D. Schiller, Jr. as Director For For Management
1.2 Elect William Colvin as Director For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Advisory Vote on Say on Pay Frequency Three Three Years Management
Years
4 Increase Authorized Preferred Stock For For Management
5 Approve UHY LLP as Auditors and For For Management
Authorize Board to Fix Their
Remuneration
--------------------------------------------------------------------------------
ENERSYS
Ticker: ENS Security ID: 29275Y102
Meeting Date: AUG 04, 2011 Meeting Type: Annual
Record Date: JUN 08, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Seifi Ghasemi For For Management
1.2 Elect Director John F. Lehman For For Management
1.3 Elect Director Dennis S. Marlo For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive 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
--------------------------------------------------------------------------------
EXPRESS SCRIPTS, INC.
Ticker: ESRX Security ID: 302182100
Meeting Date: DEC 21, 2011 Meeting Type: Special
Record Date: NOV 04, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Merger Agreement For For Management
2 Adjourn Meeting For For Management
--------------------------------------------------------------------------------
EXPRESS, INC.
Ticker: EXPR Security ID: 30219E103
Meeting Date: MAY 31, 2012 Meeting Type: Annual
Record Date: APR 03, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Michael F. Devine, III For For Management
1.2 Elect Director Mylle H. Mangum For For Management
2 Ratify Auditors For For Management
3 Amend Omnibus Stock Plan For For Management
--------------------------------------------------------------------------------
FEDEX CORPORATION
Ticker: FDX Security ID: 31428X106
Meeting Date: SEP 26, 2011 Meeting Type: Annual
Record Date: AUG 01, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director James L. Barksdale For For Management
2 Elect Director John A. Edwardson For For Management
3 Elect Director Shirley Ann Jackson For For Management
4 Elect Director Steven R. Loranger For For Management
5 Elect Director Gary W. Loveman For For Management
6 Elect Director R. Brad Martin For For Management
7 Elect Director Joshua Cooper Ramo For For Management
8 Elect Director Susan C. Schwab For For Management
9 Elect Director Frederick W. Smith For For Management
10 Elect Director Joshua I. Smith For For Management
11 Elect Director David P. Steiner For For Management
12 Elect Director Paul S. Walsh For For Management
13 Provide Right to Call Special Meeting For For Management
14 Ratify Auditors For For Management
15 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
16 Advisory Vote on Say on Pay Frequency One Year One Year Management
17 Require Independent Board Chairman Against Against Shareholder
18 Stock Retention/Holding Period Against Against Shareholder
19 Report on Political Contributions Against Against Shareholder
--------------------------------------------------------------------------------
FLEETCOR TECHNOLOGIES, INC.
Ticker: FLT Security ID: 339041105
Meeting Date: MAY 22, 2012 Meeting Type: Annual
Record Date: APR 09, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Andrew B. Balson For For Management
1.2 Elect Director Bruce R. Evans For For Management
1.3 Elect Director Glenn W. Marschel For For Management
2 Ratify Auditors For For Management
--------------------------------------------------------------------------------
FORD MOTOR COMPANY
Ticker: F Security ID: 345370860
Meeting Date: MAY 10, 2012 Meeting Type: Annual
Record Date: MAR 14, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Stephen G. Butler For For Management
2 Elect Director Kimberly A. Casiano For For Management
3 Elect Director Anthony F. Earley, Jr. For For Management
4 Elect Director Edsel B. Ford II For For Management
5 Elect Director William Clay Ford, Jr. For For Management
6 Elect Director Richard A. Gephardt For For Management
7 Elect Director James H. Hance, Jr. For For Management
8 Elect Director William W. Helman IV For For Management
9 Elect Director Irvine O. Hockaday, Jr. For For Management
10 Elect Director Jon M. Huntsman, Jr. For For Management
11 Elect Director Richard A. Manoogian For For Management
12 Elect Director Ellen R. Marram For For Management
13 Elect Director Alan Mulally For For Management
14 Elect Director Homer A. Neal For For Management
15 Elect Director Gerald L. Shaheen For For Management
16 Elect Director John L. Thornton For For Management
17 Ratify Auditors For For Management
18 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
19 Provide for Cumulative Voting Against Against Shareholder
20 Approve Recapitalization Plan for all Against Against Shareholder
Stock to have One-vote per Share
21 Amend Articles/Bylaws/Charter -- Call Against Against Shareholder
Special Meetings
--------------------------------------------------------------------------------
GENERAL CABLE CORPORATION
Ticker: BGC Security ID: 369300108
Meeting Date: MAY 10, 2012 Meeting Type: Annual
Record Date: MAR 12, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Gregory B. Kenny For For Management
1.2 Elect Director Gregory E. Lawton For For Management
1.3 Elect Director Charles G. McClure, Jr. For For Management
1.4 Elect Director Craig P. Omtvedt For For Management
1.5 Elect Director Patrick M. Prevost For For Management
1.6 Elect Director Robert L. Smialek For For Management
1.7 Elect Director John E. Welsh, III For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
--------------------------------------------------------------------------------
GENESCO INC.
Ticker: GCO Security ID: 371532102
Meeting Date: JUN 27, 2012 Meeting Type: Annual
Record Date: APR 27, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director James S. Beard For For Management
1.2 Elect Director Leonard L. Berry For For Management
1.3 Elect Director William F. Blaufuss, Jr. For For Management
1.4 Elect Director James W. Bradford For For Management
1.5 Elect Director Robert J. Dennis For For Management
1.6 Elect Director Matthew C. Diamond For For Management
1.7 Elect Director Marty G. Dickens For For Management
1.8 Elect Director Thurgood Marshall, Jr. For For Management
1.9 Elect Director Kathleen Mason For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify Auditors For For Management
--------------------------------------------------------------------------------
GNC HOLDINGS, INC.
Ticker: GNC Security ID: 36191G107
Meeting Date: APR 19, 2012 Meeting Type: Annual
Record Date: FEB 23, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Andrew Claerhout For For Management
1.2 Elect Director David B. Kaplan For For Management
1.3 Elect Director Amy B. Lane For For Management
1.4 Elect Director Richard J. Wallace For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Advisory Vote on Say on Pay Frequency One Year One Year Management
--------------------------------------------------------------------------------
HEALTHSOUTH CORPORATION
Ticker: HLS Security ID: 421924309
Meeting Date: MAY 03, 2012 Meeting Type: Annual
Record Date: MAR 07, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director John W. Chidsey For For Management
1.2 Elect Director Donald L. Correll For For Management
1.3 Elect Director Yvonne M. Curl For For Management
1.4 Elect Director Charles M. Elson For For Management
1.5 Elect Director Jay Grinney For For Management
1.6 Elect Director Jon F. Hanson For For Management
1.7 Elect Director Leo I. Higdon, Jr. For For Management
1.8 Elect Director John E. Maupin, Jr. For For Management
1.9 Elect Director L. Edward Shaw, Jr. For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
--------------------------------------------------------------------------------
HERTZ GLOBAL HOLDINGS, INC.
Ticker: HTZ Security ID: 42805T105
Meeting Date: MAY 24, 2012 Meeting Type: Annual
Record Date: APR 02, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Carl T. Berquist For For Management
2 Elect Director Michael F. Koehler For For Management
3 Elect Director Linda Fayne Levinson For For Management
4 Elect Director Angel L. Morales For For Management
5 Ratify Auditors For For Management
--------------------------------------------------------------------------------
IMPAX LABORATORIES, INC.
Ticker: IPXL Security ID: 45256B101
Meeting Date: MAY 22, 2012 Meeting Type: Annual
Record Date: APR 05, 2012
# 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 For For Management
Executive Officers' Compensation
3 Ratify Auditors For For Management
--------------------------------------------------------------------------------
JOY GLOBAL INC.
Ticker: JOY Security ID: 481165108
Meeting Date: MAR 06, 2012 Meeting Type: Annual
Record Date: JAN 06, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Steven L. Gerard For For Management
1.2 Elect Director John T. Gremp For For Management
1.3 Elect Director John Nils Hanson For For Management
1.4 Elect Director Gale E. Klappa For For Management
1.5 Elect Director Richard B. Loynd For For Management
1.6 Elect Director P. Eric Siegert For For Management
1.7 Elect Director Michael W. Sutherlin For For Management
1.8 Elect Director James H. Tate For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Reduce Supermajority Vote Requirement For For Management
5 Amend Omnibus Stock Plan For For Management
--------------------------------------------------------------------------------
KANSAS CITY SOUTHERN
Ticker: KSU Security ID: 485170302
Meeting Date: MAY 03, 2012 Meeting Type: Annual
Record Date: MAR 05, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Lu M. Cordova For For Management
1.2 Elect Director Michael R. Haverty For For Management
1.3 Elect Director Thomas A. McDonnell For For Management
2 Ratify Auditors For For Management
3 Reduce Supermajority Vote Requirement For For Management
4 Eliminate Cumulative Voting For For Management
5 Amend Certificate of Incorporation For For Management
6 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
7 Reduce Supermajority Vote Requirement Against Against Shareholder
--------------------------------------------------------------------------------
KEY ENERGY SERVICES, INC.
Ticker: KEG Security ID: 492914106
Meeting Date: MAY 17, 2012 Meeting Type: Annual
Record Date: MAR 12, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Richard J. Alario For For Management
2 Elect Director Ralph S. Michael, III For For Management
3 Elect Director Arlene M. Yocum For For Management
4 Approve Omnibus Stock Plan For For Management
5 Ratify Auditors For For Management
6 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
--------------------------------------------------------------------------------
KIRBY CORPORATION
Ticker: KEX Security ID: 497266106
Meeting Date: APR 24, 2012 Meeting Type: Annual
Record Date: MAR 01, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Bob G. Gower For For Management
2 Elect Director Monte J. Miller For For Management
3 Elect Director Joseph H. Pyne For For Management
4 Amend Omnibus Stock Plan For For Management
5 Amend Non-Employee Director Omnibus For For Management
Stock Plan
6 Ratify Auditors For For Management
7 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
--------------------------------------------------------------------------------
LANDSTAR SYSTEM, INC.
Ticker: LSTR Security ID: 515098101
Meeting Date: MAY 24, 2012 Meeting Type: Annual
Record Date: MAR 29, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Jeffrey C. Crowe For For Management
1.2 Elect Director Henry H. Gerkens For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Amend Executive Incentive Bonus Plan For For Management
--------------------------------------------------------------------------------
LIBERTY MEDIA CORPORATION
Ticker: LINTA Security ID: 53071M708
Meeting Date: SEP 07, 2011 Meeting Type: Annual
Record Date: JUL 20, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Evan D. Malone For For Management
1.2 Elect Director David E. Rapley For For Management
1.3 Elect Director Larry E. Romrell For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Advisory Vote on Say on Pay Frequency Three Three Years Management
Years
4 Approve Non-Employee Director Omnibus For For Management
Stock Plan
5 Change Company Name For For Management
6 Ratify Auditors For For Management
--------------------------------------------------------------------------------
LINCOLN ELECTRIC HOLDINGS, INC.
Ticker: LECO Security ID: 533900106
Meeting Date: APR 26, 2012 Meeting Type: Annual
Record Date: MAR 05, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Harold L. Adams For For Management
1.2 Elect Director Curtis E. Espeland For For Management
1.3 Elect Director Robert J. Knoll For For Management
1.4 Elect Director John M. Stropki, Jr. For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Amend Executive Incentive Bonus Plan For For Management
--------------------------------------------------------------------------------
LUFKIN INDUSTRIES, INC.
Ticker: LUFK Security ID: 549764108
Meeting Date: MAY 02, 2012 Meeting Type: Annual
Record Date: MAR 13, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Douglas V. Smith For For Management
1.2 Elect Director John F. Anderson For For Management
1.3 Elect Director Richard R. Stewart For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Increase Authorized Common Stock For For Management
5 Amend Articles of Incorporation to For For Management
Update Certain Provisions Related to
the Texas Business Organizations Code
--------------------------------------------------------------------------------
MASTEC, INC.
Ticker: MTZ Security ID: 576323109
Meeting Date: MAY 09, 2012 Meeting Type: Annual
Record Date: MAR 09, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Jose R. Mas For For Management
1.2 Elect Director John Van Heuvelen For For Management
2 Ratify Auditors For For Management
3 Approve Executive Incentive Bonus Plan For For Management
--------------------------------------------------------------------------------
MAXIMUS, INC.
Ticker: MMS Security ID: 577933104
Meeting Date: MAR 07, 2012 Meeting Type: Annual
Record Date: JAN 13, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Richard A. Montoni For For Management
1.2 Elect Director Raymond B. Ruddy For For Management
1.3 Elect Director Wellington E. Webb For For Management
2 Approve Executive Incentive Bonus Plan For For Management
3 Approve Omnibus Stock Plan For For Management
4 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
5 Ratify Auditors For For Management
--------------------------------------------------------------------------------
MCDERMOTT INTERNATIONAL, INC.
Ticker: MDR Security ID: 580037109
Meeting Date: MAY 10, 2012 Meeting Type: Annual
Record Date: MAR 12, 2012
# 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 For For Management
Executive Officers' Compensation
3 Ratify Deloitte & Touche LLP as For For Management
Auditors
--------------------------------------------------------------------------------
MELLANOX TECHNOLOGIES LTD.
Ticker: MLNX Security ID: M51363113
Meeting Date: MAY 14, 2012 Meeting Type: Annual
Record Date: APR 16, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Eyal Waldman as Director For For Management
2 Elect Dov Baharav as Director For For Management
3 Elect Glenda Dorchak as Director For For Management
4 Elect Irwin Federman as Director For For Management
5 Elect Thomas Weatherford as Director For For Management
6 Approve For For Management
Bonus/Compensation/Remuneration of
Eyal Waldman
7 Approve Restricted Stock Units to Eyal For For Management
Waldman
8 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
9 Approve Qualified Employee Stock For For Management
Purchase Plan
10 Ratify PricewaterhouseCoopers LLP as For For Management
Auditors
--------------------------------------------------------------------------------
MENTOR GRAPHICS CORPORATION
Ticker: MENT Security ID: 587200106
Meeting Date: MAY 30, 2012 Meeting Type: Annual
Record Date: APR 09, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Keith L. Barnes For For Management
1.2 Elect Director Peter L. Bonfield For For Management
1.3 Elect Director Gregory K. Hinckley For For Management
1.4 Elect Director J. Daniel McCranie For For Management
1.5 Elect Director Kevin C. McDonough For For Management
1.6 Elect Director Patrick B. McManus For For Management
1.7 Elect Director Walden C. Rhines For For Management
1.8 Elect Director David S. Schechter For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Amend Executive Incentive Bonus Plan For For Management
4 Ratify Auditors For For Management
--------------------------------------------------------------------------------
NUANCE COMMUNICATIONS, INC.
Ticker: NUAN Security ID: 67020Y100
Meeting Date: JAN 27, 2012 Meeting Type: Annual
Record Date: DEC 02, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Paul A. Ricci For For Management
2 Elect Director Robert G. Teresi For For Management
3 Elect Director Robert J. Frankenberg For For Management
4 Elect Director Katharine A. Martin For For Management
5 Elect Director Patrick T. Hackett For For Management
6 Elect Director William H. Janeway For For Management
7 Elect Director Mark B. Myers For For Management
8 Elect Director Philip J. Quigley For For Management
9 Elect Director Mark R. Laret For For Management
10 Amend Omnibus Stock Plan For For Management
11 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
12 Advisory Vote on Say on Pay Frequency One Year One Year Management
13 Ratify Auditors For For Management
--------------------------------------------------------------------------------
OIL STATES INTERNATIONAL, INC.
Ticker: OIS Security ID: 678026105
Meeting Date: MAY 15, 2012 Meeting Type: Annual
Record Date: MAR 26, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director S. James Nelson For For Management
1.2 Elect Director Gary L. Rosenthal For For Management
1.3 Elect Director William T. Van Kleef For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
--------------------------------------------------------------------------------
OMNIVISION TECHNOLOGIES, INC.
Ticker: OVTI Security ID: 682128103
Meeting Date: SEP 29, 2011 Meeting Type: Annual
Record Date: AUG 01, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Wen-Liang William Hsu For For Management
1.2 Elect Director Henry Yang For For Management
2 Ratify Auditors For For Management
3 Amend Omnibus Stock Plan For For Management
4 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
5 Advisory Vote on Say on Pay Frequency One Year One Year Management
--------------------------------------------------------------------------------
PARAMETRIC TECHNOLOGY CORPORATION
Ticker: PMTC Security ID: 699173209
Meeting Date: MAR 07, 2012 Meeting Type: Annual
Record Date: JAN 06, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Donald K. Grierson For For Management
1.2 Elect Director James E. Heppelmann For For Management
1.3 Elect Director Renato Zambonini For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Change Company Name For For Management
4 Ratify Auditors For For Management
--------------------------------------------------------------------------------
PLANTRONICS, INC.
Ticker: PLT Security ID: 727493108
Meeting Date: AUG 05, 2011 Meeting Type: Annual
Record Date: JUN 06, 2011
# 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 Amend Executive Incentive Bonus Plan For For Management
4 Ratify Auditors For For Management
5 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
6 Advisory Vote on Say on Pay Frequency One Year One Year Management
--------------------------------------------------------------------------------
POLARIS INDUSTRIES INC.
Ticker: PII Security ID: 731068102
Meeting Date: APR 26, 2012 Meeting Type: Annual
Record Date: FEB 29, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Annette K. Clayton For For Management
1.2 Elect Director Gregory R. Palen For For Management
1.3 Elect Director John P. Wiehoff For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
--------------------------------------------------------------------------------
PRECISION CASTPARTS CORP.
Ticker: PCP Security ID: 740189105
Meeting Date: AUG 16, 2011 Meeting Type: Annual
Record Date: JUN 14, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Don R. Graber For For Management
1.2 Elect Director Lester L. Lyles For For Management
1.3 Elect Director Timothy A. Wicks For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Advisory Vote on Say on Pay Frequency One Year One Year Management
--------------------------------------------------------------------------------
QUALCOMM INCORPORATED
Ticker: QCOM Security ID: 747525103
Meeting Date: MAR 06, 2012 Meeting Type: Annual
Record Date: JAN 09, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Barbara T. Alexander For For Management
1.2 Elect Director Stephen M. Bennett For For Management
1.3 Elect Director Donald G. Cruickshank For For Management
1.4 Elect Director Raymond V. Dittamore For For Management
1.5 Elect Director Thomas W. Horton For For Management
1.6 Elect Director Paul E. Jacobs For For Management
1.7 Elect Director Robert E. Kahn For For Management
1.8 Elect Director Sherry Lansing For For Management
1.9 Elect Director Duane A. Nelles For For Management
1.10 Elect Director Francisco Ros For For Management
1.11 Elect Director Brent Scowcroft For For Management
1.12 Elect Director Marc I. Stern For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Eliminate Provision Relating to For For Management
Plurality Voting for the Election of
Directors
--------------------------------------------------------------------------------
QUESTCOR PHARMACEUTICALS, INC.
Ticker: QCOR Security ID: 74835Y101
Meeting Date: MAY 10, 2012 Meeting Type: Annual
Record Date: MAR 20, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Don M. Bailey For For Management
1.2 Elect Director Mitchell J. Blutt For For Management
1.3 Elect Director Neal C. Bradsher For For Management
1.4 Elect Director Stephen C. Farrell For For Management
1.5 Elect Director Louis Silverman For For Management
1.6 Elect Director Virgil D. Thompson For For Management
1.7 Elect Director Scott M. Whitcup For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify Auditors For For Management
--------------------------------------------------------------------------------
ROBBINS & MYERS, INC.
Ticker: RBN Security ID: 770196103
Meeting Date: JAN 05, 2012 Meeting Type: Annual
Record Date: NOV 16, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Richard J. Giromini For For Management
1.2 Elect Director Stephen F. Kirk For For Management
1.3 Elect Director Peter C. Wallace For For Management
2 Amend Executive Incentive Bonus Plan For For Management
3 Ratify Auditors For For Management
4 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
--------------------------------------------------------------------------------
ROBERT HALF INTERNATIONAL INC.
Ticker: RHI Security ID: 770323103
Meeting Date: MAY 24, 2012 Meeting Type: Annual
Record Date: APR 05, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Andrew S. Berwick, Jr. For For Management
1.2 Elect Director Harold M. Messmer, Jr. For For Management
1.3 Elect Director Barbara J. Novogradac For For Management
1.4 Elect Director Robert J. Pace For For Management
1.5 Elect Director Frederick A. Richman For For Management
1.6 Elect Director M. Keith Waddell For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
--------------------------------------------------------------------------------
ROWAN COMPANIES, INC.
Ticker: RDC Security ID: 779382100
Meeting Date: APR 16, 2012 Meeting Type: Special
Record Date: MAR 08, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1 Change State of Incorporation from For For Management
Delaware to England
2 Amend Articles of Association For For Management
3 Declassify the Board of Directors For For Management
4 Adjourn Meeting For For Management
--------------------------------------------------------------------------------
SALLY BEAUTY HOLDINGS, INC.
Ticker: SBH Security ID: 79546E104
Meeting Date: JAN 26, 2012 Meeting Type: Annual
Record Date: NOV 28, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Kenneth A. Giuriceo For For Management
1.2 Elect Director Robert R. McMaster For For Management
1.3 Elect Director Martha Miller For For Management
2 Adopt the Jurisdiction of For For Management
Incorporation as the Exclusive Forum
for Certain Disputes
3 Ratify Auditors For For Management
--------------------------------------------------------------------------------
SELECT COMFORT CORPORATION
Ticker: SCSS Security ID: 81616X103
Meeting Date: MAY 30, 2012 Meeting Type: Annual
Record Date: APR 04, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Stephen L. Gulis, Jr. For For Management
1.2 Elect Director Brenda J. Lauderback For For Management
1.3 Elect Director Ervin R. Shames For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify Auditors For For Management
--------------------------------------------------------------------------------
SILICON LABORATORIES INC.
Ticker: SLAB Security ID: 826919102
Meeting Date: APR 19, 2012 Meeting Type: Annual
Record Date: FEB 21, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Harvey B. Cash For For Management
1.2 Elect Director G. Tyson Tuttle For For Management
1.3 Elect Director David R. Welland For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
--------------------------------------------------------------------------------
SPIRIT AIRLINES, INC.
Ticker: SAVE Security ID: 848577102
Meeting Date: JUN 13, 2012 Meeting Type: Annual
Record Date: APR 27, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Barclay G. Jones, III For For Management
1.2 Elect Director Robert D. Johnson For For Management
1.3 Elect Director Stuart I. Oran For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Advisory Vote on Say on Pay Frequency One Year One Year Management
--------------------------------------------------------------------------------
STEVEN MADDEN, LTD.
Ticker: SHOO Security ID: 556269108
Meeting Date: MAY 25, 2012 Meeting Type: Annual
Record Date: APR 05, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Edward R. Rosenfeld For For Management
1.2 Elect Director John L. Madden For For Management
1.3 Elect Director Peter Migliorini For For Management
1.4 Elect Director Richard P. Randall For For Management
1.5 Elect Director Ravi Sachdev For For Management
1.6 Elect Director Thomas H. Schwartz For For Management
2 Amend Omnibus Stock Plan For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Ratify Auditors For For Management
--------------------------------------------------------------------------------
STILLWATER MINING COMPANY
Ticker: SWC Security ID: 86074Q102
Meeting Date: APR 26, 2012 Meeting Type: Annual
Record Date: MAR 09, 2012
# 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 Approve Omnibus Stock Plan For For Management
3 Ratify Auditors For For Management
4 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
--------------------------------------------------------------------------------
STONE ENERGY CORPORATION
Ticker: SGY Security ID: 861642106
Meeting Date: MAY 24, 2012 Meeting Type: Annual
Record Date: MAR 26, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director George R. Christmas For For Management
1.2 Elect Director B.J. Duplantis For For Management
1.3 Elect Director Peter D. Kinnear For For Management
1.4 Elect Director John P. Laborde For For Management
1.5 Elect Director Robert S. Murley For For Management
1.6 Elect Director Richard A. Pattarozzi For For Management
1.7 Elect Director Donald E. Powell For For Management
1.8 Elect Director Kay G. Priestly For For Management
1.9 Elect Director Phyllis M. Taylor For For Management
1.10 Elect Director David H. Welch For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
--------------------------------------------------------------------------------
SUPERIOR ENERGY SERVICES, INC.
Ticker: SPN Security ID: 868157108
Meeting Date: FEB 07, 2012 Meeting Type: Special
Record Date: DEC 12, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1 Issue Shares in Connection with For For Management
Acquisition
2 Increase Authorized Common Stock For For Management
3 Adjourn Meeting For For Management
--------------------------------------------------------------------------------
TETRA TECH, INC.
Ticker: TTEK Security ID: 88162G103
Meeting Date: FEB 28, 2012 Meeting Type: Annual
Record Date: JAN 03, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Dan L. Batrack For For Management
1.2 Elect Director Hugh M. Grant For For Management
1.3 Elect Director Patrick C. Haden For For Management
1.4 Elect Director J. Christopher Lewis For For Management
1.5 Elect Director Albert E. Smith For For Management
1.6 Elect Director J. Kenneth Thompson For For Management
1.7 Elect Director Richard H. Truly For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Amend Omnibus Stock Plan For For Management
4 Ratify Auditors For For Management
--------------------------------------------------------------------------------
THE BABCOCK & WILCOX COMPANY
Ticker: BWC Security ID: 05615F102
Meeting Date: MAY 08, 2012 Meeting Type: Annual
Record Date: MAR 12, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Thomas A. Christopher For For Management
1.2 Elect Director Robert W. Goldman For For Management
1.3 Elect Director Stephen G. Hanks For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify Auditors For For Management
--------------------------------------------------------------------------------
THE FINISH LINE, INC.
Ticker: FINL Security ID: 317923100
Meeting Date: JUL 21, 2011 Meeting Type: Annual
Record Date: MAY 20, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Glenn S. Lyon For For Management
1.2 Elect Director Dolores A. Kunda For For Management
1.3 Elect Director Mark S. Landau For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Advisory Vote on Say on Pay Frequency Three Three Years Management
Years
--------------------------------------------------------------------------------
TITAN INTERNATIONAL, INC.
Ticker: TWI Security ID: 88830M102
Meeting Date: MAY 17, 2012 Meeting Type: Annual
Record Date: MAR 15, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Erwin H. Billig For For Management
1.2 Elect Director Anthony L. Soave For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
--------------------------------------------------------------------------------
UNITED RENTALS, INC.
Ticker: URI Security ID: 911363109
Meeting Date: APR 27, 2012 Meeting Type: Special
Record Date: MAR 22, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Merger Agreement For For Management
2 Issue Shares in Connection with For For Management
Acquisition
3 Adjourn Meeting For For Management
--------------------------------------------------------------------------------
UNITED RENTALS, INC.
Ticker: URI Security ID: 911363109
Meeting Date: JUN 08, 2012 Meeting Type: Annual
Record Date: MAY 02, 2012
# 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 Bobby J. Griffin For For Management
4 Elect Director Michael J. Kneeland For For Management
5 Elect Director Pierre E. Leroy 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 James H. Ozanne For For Management
10 Elect Director Jason D. Papastavrou For For Management
11 Elect Director Filippo Passerini For For Management
12 Elect Director Donald C. Roof For For Management
13 Elect Director Keith Wimbush For For Management
14 Amend Omnibus Stock Plan For For Management
15 Ratify Auditors For For Management
16 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
17 Repeal Exclusive Venue Provision Against Against Shareholder
--------------------------------------------------------------------------------
UNITEDHEALTH GROUP INCORPORATED
Ticker: UNH Security ID: 91324P102
Meeting Date: JUN 04, 2012 Meeting Type: Annual
Record Date: APR 05, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director William C. Ballard, Jr. For For Management
2 Elect Director Richard T. Burke For For Management
3 Elect Director Robert J. Darretta For For Management
4 Elect Director Stephen J. Hemsley For For Management
5 Elect Director Michele J. Hooper For For Management
6 Elect Director Rodger A. Lawson For For Management
7 Elect Director Douglas W. Leatherdale For For Management
8 Elect Director Glenn M. Renwick For For Management
9 Elect Director Kenneth I. Shine For For Management
10 Elect Director Gail R. Wilensky For For Management
11 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
12 Ratify Auditors For For Management
13 Report on Lobbying Payments and Policy Against Against Shareholder
--------------------------------------------------------------------------------
VERA BRADLEY, INC.
Ticker: VRA Security ID: 92335C106
Meeting Date: MAY 24, 2012 Meeting Type: Annual
Record Date: APR 11, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Robert J. Hall For For Management
1.2 Elect Director P. Michael Miller For For Management
1.3 Elect Director Edward M. Schmults For For Management
2 Ratify Auditors For For Management
--------------------------------------------------------------------------------
VERIFONE SYSTEMS, INC.
Ticker: PAY Security ID: 92342Y109
Meeting Date: JUN 27, 2012 Meeting Type: Annual
Record Date: MAY 04, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Robert W. Alspaugh For For Management
1.2 Elect Director Douglas G. Bergeron For For Management
1.3 Elect Director Dr. Leslie G. Denend For For Management
1.4 Elect Director Alex W. Hart For For Management
1.5 Elect Director Robert B. Henske For For Management
1.6 Elect Director Richard A. McGinn For For Management
1.7 Elect Director Eitan Raff For For Management
1.8 Elect Director Jeffrey E. Stiefler For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify Auditors For For Management
--------------------------------------------------------------------------------
VF CORPORATION
Ticker: VFC Security ID: 918204108
Meeting Date: APR 24, 2012 Meeting Type: Annual
Record Date: MAR 06, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Robert J. Hurst For For Management
1.2 Elect Director Laura W. Lang For For Management
1.3 Elect Director W. Alan McCollough For For Management
1.4 Elect Director Raymond G. Viault For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify Auditors For For Management
4 Declassify the Board of Directors Against Against Shareholder
--------------------------------------------------------------------------------
WEATHERFORD INTERNATIONAL LTD.
Ticker: WFT Security ID: H27013103
Meeting Date: MAY 23, 2012 Meeting Type: Annual
Record Date: MAY 02, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1 Accept Financial Statements and For For Management
Statutory Reports
2 Approve Discharge of Board and Senior For For Management
Management
3.1 Relect Bernard J. Duroc-Danner as For For Management
Director
3.2 Reelect Samuel W. Bodman, III as For For Management
Director
3.3 Reelect Nicholas F. Brady as Director For For Management
3.4 Reelect David J. Butters as Director For For Management
3.5 Reelect William E. Macaulay as Director For For Management
3.6 Reelect Robert K. Moses, Jr. as For For Management
Director
3.7 Reelect Guillermo Ortiz as Director For For Management
3.8 Reelect Emyr Jones Parry as Director For For Management
3.9 Reelect Robert A. Rayne as Director For For Management
4 Ratify Auditors For For Management
5 Authorize Capital Increase for Future For For Management
Acquisitions
6 Amend Omnibus Stock Plan For For Management
7 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
--------------------------------------------------------------------------------
WESCO INTERNATIONAL, INC.
Ticker: WCC Security ID: 95082P105
Meeting Date: MAY 23, 2012 Meeting Type: Annual
Record Date: MAR 28, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director John J. Engel For For Management
1.2 Elect Director Steven A. Raymund For For Management
1.3 Elect Director Lynn M. Utter For For Management
1.4 Elect Director William J. Vareschi, Jr. For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify Auditors For For Management
--------------------------------------------------------------------------------
WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION
Ticker: WAB Security ID: 929740108
Meeting Date: MAY 16, 2012 Meeting Type: Annual
Record Date: MAR 20, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Brian P. Hehir For For Management
1.2 Elect Director Michael W. D. Howell For For Management
1.3 Elect Director Nickolas W. Vande Steeg For For Management
1.4 Elect Director Gary C. Valade For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify Auditors For For Management
--------------------------------------------------------------------------------
WHITING PETROLEUM CORPORATION
Ticker: WLL Security ID: 966387102
Meeting Date: MAY 01, 2012 Meeting Type: Annual
Record Date: MAR 12, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director James J. Volker For For Management
1.2 Elect Director William N. Hahne For For Management
1.3 Elect Director Allan R. Larson For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify Auditors For For Management
--------------------------------------------------------------------------------
ZOLL MEDICAL CORPORATION
Ticker: ZOLL Security ID: 989922109
Meeting Date: FEB 09, 2012 Meeting Type: Annual
Record Date: DEC 15, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Richard A. Packer For For Management
1.2 Elect Director Robert J. Halliday For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 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/ William F. D Alonzo
William F. D Alonzo, Principal Executive Officer
Date: August 3, 2012
========== END NPX REPORT