******************************* FORM N-Px REPORT *******************************
ICA File Number: 811-06221
Reporting Period: 07/01/2011 - 06/30/2012
Brandywine Blue 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: 811-06221
Brandywine Blue Fund, Inc.
(Exact name of registrant as specified in charter)
P. O. Box 4166, Greenville, DE 19807
(Address of principal executive offices) (Zip code)
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 Advisors Midcap Growth Fund ====================
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
--------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------
BORGWARNER INC.
Ticker: BWA Security ID: 099724106
Meeting Date: APR 25, 2012 Meeting Type: Annual
Record Date: MAR 01, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Phyllis O. Bonanno For For Management
2 Elect Director Alexis P. Michas For For Management
3 Elect Director Richard O. Schaum For For Management
4 Elect Director Thomas T. Stallkamp For For Management
5 Ratify Auditors For For Management
6 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
7 Adopt Majority Voting for Uncontested For For Management
Election of Directors
--------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------
CAREFUSION CORPORATION
Ticker: CFN Security ID: 14170T101
Meeting Date: NOV 02, 2011 Meeting Type: Annual
Record Date: SEP 06, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Jacqueline B. Kosecoff, For For Management
Ph.D.
2 Elect Director Michael D. O'Halleran For For Management
3 Elect Director Robert P. Wayman 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
--------------------------------------------------------------------------------
CHECK POINT SOFTWARE TECHNOLOGIES LTD.
Ticker: CPW Security ID: M22465104
Meeting Date: JUN 07, 2012 Meeting Type: Annual
Record Date: APR 30, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1 Reelect Directors For For Management
2 Reelect External Directors For For Management
2a Indicate Personal/Controlling Interest None Against Management
in Proposed Agenda Item
3 Approve Auditors and Authorize Board For For Management
to Fix Their Remuneration; Review
Consolidated Financial Statements
4 Approve Compensation of Chairman/CEO For For Management
Including Option Grant
4a Indicate Personal Interest in Proposed None Against Management
Agenda Item
5 Reauthorize Board Chairman to Serve as For For Management
CEO
5a Indicate Personal/Controlling Interest None Against Management
in Proposed Agenda Item
--------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------
FLUOR CORPORATION
Ticker: FLR Security ID: 343412102
Meeting Date: MAY 03, 2012 Meeting Type: Annual
Record Date: MAR 09, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Peter K. Barker For For Management
2 Elect Director Alan M. Bennett For For Management
3 Elect Director Dean R. O'Hare For For Management
4 Elect Director David T. Seaton For For Management
5 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
6 Provide Right to Call Special Meeting For For Management
7 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
--------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------
INGERSOLL-RAND PLC
Ticker: IR Security ID: G47791101
Meeting Date: JUN 07, 2012 Meeting Type: Annual
Record Date: APR 09, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Ann C. Berzin For For Management
2 Elect Director John Bruton For For Management
3 Elect Director Jared L. Cohon For For Management
4 Elect Director Gary D. Forsee For For Management
5 Elect Director Peter C. Godsoe For For Management
6 Elect Director Edward E. Hagenlocker For For Management
7 Elect Director Constance J. Horner For For Management
8 Elect Director Michael W. Lamach For For Management
9 Elect Director Theodore E. Martin For For Management
10 Elect Director Richard J. Swift For For Management
11 Elect Director Tony L. White For For Management
12 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
13 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
--------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------
NVIDIA CORPORATION
Ticker: NVDA Security ID: 67066G104
Meeting Date: MAY 17, 2012 Meeting Type: Annual
Record Date: MAR 23, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Tench Coxe For For Management
1.2 Elect Director Mark L. Perry For For Management
1.3 Elect Director Mark A. Stevens For For Management
2 Amend Omnibus Stock Plan For For Management
3 Approve Qualified Employee Stock For For Management
Purchase Plan
4 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
5 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
--------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------
PIONEER NATURAL RESOURCES COMPANY
Ticker: PXD Security ID: 723787107
Meeting Date: MAY 17, 2012 Meeting Type: Annual
Record Date: MAR 22, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Thomas D. Arthur For For Management
2 Elect Director Andrew F. Cates For For Management
3 Elect Director Scott J. Reiman For For Management
4 Elect Director Scott D. Sheffield For For Management
5 Declassify the Board of Directors For For Management
6 Amend Qualified Employee Stock For For Management
Purchase Plan
7 Ratify Auditors For For Management
8 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
9 Require Independent Board Chairman Against Against Shareholder
--------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------
STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
Ticker: HOT Security ID: 85590A401
Meeting Date: MAY 03, 2012 Meeting Type: Annual
Record Date: MAR 09, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Frits van Paasschen For For Management
1.2 Elect Director Bruce W. Duncan For For Management
1.3 Elect Director Adam M. Aron For For Management
1.4 Elect Director Charlene Barshefsky For For Management
1.5 Elect Director Thomas E. Clarke For For Management
1.6 Elect Director Clayton C. Daley, Jr. For For Management
1.7 Elect Director Lizanne Galbreath For For Management
1.8 Elect Director Eric Hippeau For For Management
1.9 Elect Director Stephen R. Quazzo For For Management
1.10 Elect Director Thomas O. Ryder For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 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
--------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------
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
============================= Brandywine Blue Fund =============================
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
--------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------
BB&T CORPORATION
Ticker: BBT Security ID: 054937107
Meeting Date: APR 24, 2012 Meeting Type: Annual
Record Date: FEB 22, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director John A. Allison, IV For For Management
1.2 Elect Director Jennifer S. Banner For For Management
1.3 Elect Director K. David Boyer, Jr. For For Management
1.4 Elect Director Anna R. Cablik For For Management
1.5 Elect Director Ronald E. Deal For For Management
1.6 Elect Director J.L. Glover, Jr. For For Management
1.7 Elect Director Jane P. Helm For For Management
1.8 Elect Director John P. Howe, III For For Management
1.9 Elect Director Kelly S. King For For Management
1.10 Elect Director Valeria Lynch Lee For For Management
1.11 Elect Director Nido R. Qubein For For Management
1.12 Elect Director Thomas E. Skains For For Management
1.13 Elect Director Thomas N. Thompson For For Management
1.14 Elect Director Edwin H. Welch For For Management
1.15 Elect Director Stephen T. Williams 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
5 Report on Political Contributions Against Against Shareholder
6 Require a Majority Vote for the Against Against Shareholder
Election of Directors
--------------------------------------------------------------------------------
BED BATH & BEYOND INC.
Ticker: BBBY Security ID: 075896100
Meeting Date: JUN 22, 2012 Meeting Type: Annual
Record Date: MAY 04, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Warren Eisenberg For For Management
2 Elect Director Leonard Feinstein For For Management
3 Elect Director Steven H. Temares For For Management
4 Elect Director Dean S. Adler For For Management
5 Elect Director Stanley F. Barshay For For Management
6 Elect Director Klaus Eppler For For Management
7 Elect Director Patrick R. Gaston For For Management
8 Elect Director Jordan Heller For For Management
9 Elect Director Victoria A. Morrison For For Management
10 Ratify Auditors For For Management
11 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
12 Approve Omnibus Stock Plan For For Management
--------------------------------------------------------------------------------
BORGWARNER INC.
Ticker: BWA Security ID: 099724106
Meeting Date: APR 25, 2012 Meeting Type: Annual
Record Date: MAR 01, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Phyllis O. Bonanno For For Management
2 Elect Director Alexis P. Michas For For Management
3 Elect Director Richard O. Schaum For For Management
4 Elect Director Thomas T. Stallkamp For For Management
5 Ratify Auditors For For Management
6 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
7 Adopt Majority Voting for Uncontested For For Management
Election of Directors
--------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------
CAREFUSION CORPORATION
Ticker: CFN Security ID: 14170T101
Meeting Date: NOV 02, 2011 Meeting Type: Annual
Record Date: SEP 06, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Jacqueline B. Kosecoff, For For Management
Ph.D.
2 Elect Director Michael D. O'Halleran For For Management
3 Elect Director Robert P. Wayman 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
--------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------
CHECK POINT SOFTWARE TECHNOLOGIES LTD.
Ticker: CPW Security ID: M22465104
Meeting Date: JUN 07, 2012 Meeting Type: Annual
Record Date: APR 30, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1 Reelect Directors For For Management
2 Reelect External Directors For For Management
2a Indicate Personal/Controlling Interest None Against Management
in Proposed Agenda Item
3 Approve Auditors and Authorize Board For For Management
to Fix Their Remuneration; Review
Consolidated Financial Statements
4 Approve Compensation of Chairman/CEO For For Management
Including Option Grant
4a Indicate Personal Interest in Proposed None Against Management
Agenda Item
5 Reauthorize Board Chairman to Serve as For For Management
CEO
5a Indicate Personal/Controlling Interest None Against Management
in Proposed Agenda Item
--------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------
COSTCO WHOLESALE CORPORATION
Ticker: COST Security ID: 22160K105
Meeting Date: JAN 26, 2012 Meeting Type: Annual
Record Date: NOV 21, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director James D. Sinegal For For Management
1.2 Elect Director Jeffrey H. Brotman For For Management
1.3 Elect Director Richard A. Galanti For For Management
1.4 Elect Director Daniel J. Evans For For Management
1.5 Elect Director Jeffrey S. Raikes 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
--------------------------------------------------------------------------------
CVS CAREMARK CORPORATION
Ticker: CVS Security ID: 126650100
Meeting Date: MAY 10, 2012 Meeting Type: Annual
Record Date: MAR 13, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director C. David Brown, II For For Management
2 Elect Director David W. Dorman For For Management
3 Elect Director Anne M. Finucane For For Management
4 Elect Director Kristen Gibney Williams For For Management
5 Elect Director Marian L. Heard For For Management
6 Elect Director Larry J. Merlo For For Management
7 Elect Director Jean-Pierre Millon For For Management
8 Elect Director C.A. Lance Piccolo For For Management
9 Elect Director Richard J. Swift For For Management
10 Elect Director Tony L. White For For Management
11 Ratify Auditors For For Management
12 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
13 Provide Right to Act by Written Consent For For Management
14 Report on Political Contributions Against Against Shareholder
--------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------
EMC CORPORATION
Ticker: EMC Security ID: 268648102
Meeting Date: MAY 01, 2012 Meeting Type: Annual
Record Date: MAR 01, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Michael W. Brown For For Management
2 Elect Director Randolph L. Cowen For For Management
3 Elect Director Gail Deegan For For Management
4 Elect Director James S. DiStasio For For Management
5 Elect Director John R. Egan For For Management
6 Elect Director Edmund F. Kelly For For Management
7 Elect Director Windle B. Priem For For Management
8 Elect Director Paul Sagan For For Management
9 Elect Director David N. Strohm For For Management
10 Elect Director Joseph M. Tucci For For Management
11 Ratify Auditors For For Management
12 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
--------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------
FLUOR CORPORATION
Ticker: FLR Security ID: 343412102
Meeting Date: MAY 03, 2012 Meeting Type: Annual
Record Date: MAR 09, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Peter K. Barker For For Management
2 Elect Director Alan M. Bennett For For Management
3 Elect Director Dean R. O'Hare For For Management
4 Elect Director David T. Seaton For For Management
5 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
6 Provide Right to Call Special Meeting For For Management
7 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
--------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------
INGERSOLL-RAND PLC
Ticker: IR Security ID: G47791101
Meeting Date: JUN 07, 2012 Meeting Type: Annual
Record Date: APR 09, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Ann C. Berzin For For Management
2 Elect Director John Bruton For For Management
3 Elect Director Jared L. Cohon For For Management
4 Elect Director Gary D. Forsee For For Management
5 Elect Director Peter C. Godsoe For For Management
6 Elect Director Edward E. Hagenlocker For For Management
7 Elect Director Constance J. Horner For For Management
8 Elect Director Michael W. Lamach For For Management
9 Elect Director Theodore E. Martin For For Management
10 Elect Director Richard J. Swift For For Management
11 Elect Director Tony L. White For For Management
12 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
13 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
--------------------------------------------------------------------------------
LOWE'S COMPANIES, INC.
Ticker: LOW Security ID: 548661107
Meeting Date: JUN 01, 2012 Meeting Type: Annual
Record Date: MAR 30, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Raul Alvarez For For Management
1.2 Elect Director David W. Bernauer For For Management
1.3 Elect Director Leonard L. Berry For For Management
1.4 Elect Director Peter C. Browning For For Management
1.5 Elect Director Richard W. Dreiling For For Management
1.6 Elect Director Dawn E. Hudson For For Management
1.7 Elect Director Robert L. Johnson For For Management
1.8 Elect Director Marshall O. Larsen For For Management
1.9 Elect Director Richard K. Lochridge For For Management
1.10 Elect Director Robert A. Niblock For For Management
1.11 Elect Director Eric C. Wiseman For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Amend Qualified Employee Stock For For Management
Purchase Plan
5 Report on Political Contributions Against Against Shareholder
6 Submit Severance Agreement Against Against Shareholder
(Change-in-Control) to Shareholder Vote
7 Stock Retention/Holding Period Against Against Shareholder
--------------------------------------------------------------------------------
MORGAN STANLEY
Ticker: MS Security ID: 617446448
Meeting Date: MAY 15, 2012 Meeting Type: Annual
Record Date: MAR 19, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Roy J. Bostock For For Management
2 Elect Director Erskine B. Bowles For For Management
3 Elect Director Howard J. Davies For For Management
4 Elect Director James P. Gorman For For Management
5 Elect Director C. Robert Kidder For For Management
6 Elect Director Klaus Kleinfeld For For Management
7 Elect Director Donald T. Nicolaisen For For Management
8 Elect Director Hutham S. Olayan For For Management
9 Elect Director James W. Owens For For Management
10 Elect Director O. Griffith Sexton For For Management
11 Elect Director Ryosuke Tamakoshi For For Management
12 Elect Director Masaaki Tanaka For For Management
13 Elect Director Laura D. Tyson For For Management
14 Ratify Auditors For For Management
15 Amend Omnibus Stock Plan For For Management
16 Amend Non-Employee Director Restricted For For Management
Stock Plan
17 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
--------------------------------------------------------------------------------
NATIONAL OILWELL VARCO, INC.
Ticker: NOV Security ID: 637071101
Meeting Date: MAY 16, 2012 Meeting Type: Annual
Record Date: MAR 26, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Merrill A. Miller, Jr. For For Management
2 Elect Director Greg L. Armstrong For For Management
3 Elect Director David D. Harrison For For Management
4 Ratify Auditors For For Management
5 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
6 Report on Political Contributions Against Against Shareholder
--------------------------------------------------------------------------------
NIKE, INC.
Ticker: NKE Security ID: 654106103
Meeting Date: SEP 19, 2011 Meeting Type: Annual
Record Date: JUL 25, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Alan B. Graf, Jr. For For Management
1.2 Elect Director John C. Lechleiter For For Management
1.3 Elect Director Phyllis M. Wise For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Advisory Vote on Say on Pay Frequency One Year One Year Management
4 Ratify Auditors For For Management
--------------------------------------------------------------------------------
NORFOLK SOUTHERN CORPORATION
Ticker: NSC Security ID: 655844108
Meeting Date: MAY 10, 2012 Meeting Type: Annual
Record Date: MAR 02, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Gerald L. Baliles For For Management
2 Elect Director Erskine B. Bowles For For Management
3 Elect Director Robert A. Bradway For For Management
4 Elect Director Wesley G. Bush For For Management
5 Elect Director Daniel A. Carp For For Management
6 Elect Director Karen N. Horn For For Management
7 Elect Director Steven F. Leer For For Management
8 Elect Director Michael D. Lockhart For For Management
9 Elect Director Charles W. Moorman, IV For For Management
10 Elect Director J. Paul Reason For For Management
11 Ratify Auditors For For Management
12 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
--------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------
NVIDIA CORPORATION
Ticker: NVDA Security ID: 67066G104
Meeting Date: MAY 17, 2012 Meeting Type: Annual
Record Date: MAR 23, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Tench Coxe For For Management
1.2 Elect Director Mark L. Perry For For Management
1.3 Elect Director Mark A. Stevens For For Management
2 Amend Omnibus Stock Plan For For Management
3 Approve Qualified Employee Stock For For Management
Purchase Plan
4 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
5 Ratify Auditors For For Management
--------------------------------------------------------------------------------
PIONEER NATURAL RESOURCES COMPANY
Ticker: PXD Security ID: 723787107
Meeting Date: MAY 17, 2012 Meeting Type: Annual
Record Date: MAR 22, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Thomas D. Arthur For For Management
2 Elect Director Andrew F. Cates For For Management
3 Elect Director Scott J. Reiman For For Management
4 Elect Director Scott D. Sheffield For For Management
5 Declassify the Board of Directors For For Management
6 Amend Qualified Employee Stock For For Management
Purchase Plan
7 Ratify Auditors For For Management
8 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
9 Require Independent Board Chairman Against Against Shareholder
--------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------
STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
Ticker: HOT Security ID: 85590A401
Meeting Date: MAY 03, 2012 Meeting Type: Annual
Record Date: MAR 09, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Frits van Paasschen For For Management
1.2 Elect Director Bruce W. Duncan For For Management
1.3 Elect Director Adam M. Aron For For Management
1.4 Elect Director Charlene Barshefsky For For Management
1.5 Elect Director Thomas E. Clarke For For Management
1.6 Elect Director Clayton C. Daley, Jr. For For Management
1.7 Elect Director Lizanne Galbreath For For Management
1.8 Elect Director Eric Hippeau For For Management
1.9 Elect Director Stephen R. Quazzo For For Management
1.10 Elect Director Thomas O. Ryder For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify Auditors For For Management
--------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------
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
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
(Registrant): Brandywine Blue Fund, Inc.
By (Signature and Title) /s/ William F. D Alonzo
William F. D Alonzo, Principal Executive Officer
Date: August 3, 2012
========== END NPX REPORT