SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-PX ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number: 811-06730 AllianceBernstein Large Cap Growth Fund, Inc. (Exact name of registrant as specified in charter) AllianceBernstein L.P. 1345 Avenue of the Americas, New York, New York l0105 (Address of Principal Executive Office) (Zip Code) Registrant's Telephone Number, including Area Code: (800) 221-5672 EMILIE D. WRAPP AllianceBernstein L.P. 1345 Avenue of the Americas New York, New York l0105 (Name and address of agent for service) Copies of communications to: Kathleen K. Clarke 1200 G Street, N.W. Washington, D.C. 20005 Date of fiscal year end: July 31 Date of reporting period: July 1, 2009 - June 30, 2010 Item 1. Proxy Voting Record. ******************************* FORM N-PX REPORT ******************************* ICA File Number: 811-06730 Reporting Period: 07/01/2009 - 06/30/2010 AllianceBernstein Large Cap Growth Fund, Inc. ============== AllianceBernstein Large Cap Growth Fund, Inc. =================== AIR PRODUCTS AND CHEMICALS, INC. Ticker: APD Security ID: 009158106 Meeting Date: JAN 28, 2010 Meeting Type: Annual Record Date: NOV 30, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William L. Davis, III For For Management 1.2 Elect Director W. Douglas Ford For For Management 1.3 Elect Director Evert Henkes For For Management 1.4 Elect Director Margaret G. McGlynn For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management - -------------------------------------------------------------------------------- ALCON INC. Ticker: ACL Security ID: H01301102 Meeting Date: MAY 20, 2010 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Allocation of Income and For For Management Dividends of CHF 3.95 per Share 3 Approve Discharge of Board and Senior For For Management Management 4 Ratify KPMG AG as Auditors For For Management 5 Ratify OBT AG as Special Auditors For For Management 6.1 Amend Articles Re: Share Certificates For For Management due to New Swiss Federal Act on Intermediated Securities 6.2 Amend Articles Re: Increase Board Terms For For Management to Four Years 7.1 Reelect Werner Bauer as Director For For Management 7.2 Reelect Francisco Castaner as Director For For Management 7.3 Reelect Lodewijk J.R. de Wink as For For Management Director - -------------------------------------------------------------------------------- ANHEUSER-BUSCH INBEV Ticker: ABI Security ID: 03524A108 Meeting Date: APR 27, 2010 Meeting Type: Annual/Special Record Date: MAR 18, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Amend Articles Re: Terms of Board For For Management Mandates 2 Amend Articles Re: Shareholder Rights For For Management Directive 3a Receive Special Board Report None None Management 3b Receive Special Auditor Report None None Management 3c Exclude Preemptive Rights for Issuance For Against Management under Item 3d 3d Approve Issuance of Stock Options for For Against Management Board Members 3e Amend Articles to Reflect Changes in For Against Management Capital 1 Receive Directors' Report (Non-Voting) None None Management 2 Receive Directors' Report (Non-Voting) None None Management 3 Receive Consolidated Financial None None Management Statements and Statutory Reports (Non-Voting) 4 Approve Financial Statements, For For Management Allocation of Income, and Dividends of EUR 0.38 per Share 5 Approve Discharge of Directors For For Management 6 Approve Discharge of Auditors For For Management 7a Reelect Alexandre Van Damme as Director For For Management 7b Reelect Gregoire de Spoelberch as For For Management Director 7c Reelect Carlos Alberto da Veiga For For Management Sicupira as Director 7d Reelect Jorge Paulo Lemann as Director For For Management 7e Reelect Roberto Moses Thompson Motta as For For Management Director 7f Reelect Marcel Herrman Telles as For For Management Director 7g Reelect Jean-Luc Dehaene as Independent For For Management Director 7h Reelect Mark Winkelman as Independent For For Management Director 8 Approve PwC as Statutory Auditor and For For Management Approve Auditor's Remuneration 9a Approve Remuneration Report For Against Management 9b Approve Stock Option Grants and Share For Against Management Grants 10a Approve Change-of-Control Provision Re: For For Management Updated EMTN Program 10b Approve Change-of-Control Provision Re: For For Management US Dollar Notes 10c Approve Change-of-Control Provision Re: For For Management Senior Facilities Agreement 10d Approve Change-of-Control Provision Re: For For Management Term Facilities Agreement 1 Authorize Implementation of Approved For For Management Resolutions and Filing of Required Documents/Formalities at Trade Registry - -------------------------------------------------------------------------------- APPLE INC. Ticker: AAPL Security ID: 037833100 Meeting Date: FEB 25, 2010 Meeting Type: Annual Record Date: DEC 28, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William V. Campbell For For Management 1.2 Elect Director Millard S. Drexler For For Management 1.3 Elect Director Albert A. Gore, Jr. For For Management 1.4 Elect Director Steven P. Jobs For For Management 1.5 Elect Director Andrea Jung For For Management 1.6 Elect Director Arthur D. Levinson For For Management 1.7 Elect Director Jerome B. York For For Management 2 Amend Omnibus Stock Plan For For Management 3 Amend Non-Employee Director Omnibus For For Management Stock Plan 4 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 5 Ratify Auditors For For Management 6 Prepare Sustainability Report Against Against Shareholder 7 Establish Other Board Committee Against Against Shareholder - -------------------------------------------------------------------------------- ARCELORMITTAL Ticker: MT Security ID: 03938L104 Meeting Date: MAY 11, 2010 Meeting Type: Annual Record Date: APR 1, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Receive and Approve Directors' and None Did Not Vote Management Auditors' Reports 2 Accept Consolidated Financial For Did Not Vote Management Statements 3 Accept Financial Statements For Did Not Vote Management 4 Approve Allocation of Income and For Did Not Vote Management Dividends of USD 0.75 per Share 5 Approve Remuneration of Directors For Did Not Vote Management 6 Approve Discharge of Directors For Did Not Vote Management 7 Acknowledge Cooptation of Jeannot For Did Not Vote Management Krecke as Director 8 Reelect Vanisha Mittal Bhatia as For Did Not Vote Management Director 9 Elect Jeannot Krecke as Director For Did Not Vote Management 10 Approve Share Repurchase Program For Did Not Vote Management 11 Ratify Deloitte SA as Auditors For Did Not Vote Management 12 Approve Share Plan Grant For Did Not Vote Management 13 Approve Employee Stock Purchase Plan For Did Not Vote Management 14 Waive Requirement for Mandatory Offer For Did Not Vote Management to All Shareholders - -------------------------------------------------------------------------------- BANK OF AMERICA CORP. Ticker: BAC Security ID: 060505104 Meeting Date: FEB 23, 2010 Meeting Type: Special Record Date: JAN 7, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Increase Authorized Common Stock For For Management 2 Adjourn Meeting For For Management - -------------------------------------------------------------------------------- BANK OF AMERICA CORPORATION Ticker: BAC Security ID: 060505104 Meeting Date: APR 28, 2010 Meeting Type: Annual Record Date: MAR 3, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Susan S. Bies For For Management 2 Elect Director William P. Boardman For For Management 3 Elect Director Frank P. Bramble, Sr. For For Management 4 Elect Director Virgis W. Colbert For For Management 5 Elect Director Charles K. Gifford For For Management 6 Elect Director Charles O. Holliday, Jr. For For Management 7 Elect Director D. Paul Jones, Jr. For For Management 8 Elect Director Monica C. Lozano For For Management 9 Elect Director Thomas J. May For For Management 10 Elect Director Brian T. Moynihan For For Management 11 Elect Director Donald E. Powell For For Management 12 Elect Director Charles O. Rossotti For For Management 13 Elect Director Robert W. Scully For For Management 14 Ratify Auditors For For Management 15 Increase Authorized Common Stock For For Management 16 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 17 Amend Omnibus Stock Plan For For Management 18 Report on Government Service of Against Against Shareholder Employees 19 TARP Related Compensation Against Against Shareholder 20 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings 21 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation 22 Adopt Policy on Succession Planning Against Against Shareholder 23 Report on Collateral in Derivatives Against Against Shareholder Trading 24 Claw-back of Payments under Against For Shareholder Restatements - -------------------------------------------------------------------------------- BAXTER INTERNATIONAL INC. Ticker: BAX Security ID: 071813109 Meeting Date: MAY 4, 2010 Meeting Type: Annual Record Date: MAR 8, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Blake E. Devitt For For Management 2 Elect Director John D. Forsyth For For Management 3 Elect Director Gail D. Fosler For For Management 4 Elect Director Carole J. Shapazian For For Management 5 Ratify Auditors For For Management 6 Reduce Supermajority Vote Requirement Against For Shareholder - -------------------------------------------------------------------------------- BROADCOM CORPORATION Ticker: BRCM Security ID: 111320107 Meeting Date: MAY 20, 2010 Meeting Type: Annual Record Date: MAR 22, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Joan L. Amble 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 John E. Major For For Management 1.5 Elect Director Scott A. McGregor For For Management 1.6 Elect Director William T. Morrow For For Management 1.7 Elect Director Robert E. Switz For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- CAMERON INTERNATIONAL CORPORATION Ticker: CAM Security ID: 13342B105 Meeting Date: MAY 12, 2010 Meeting Type: Annual Record Date: MAR 15, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael E. Patrick For For Management 1.2 Elect Director Jon Erik Reinhardsen For For Management 1.3 Elect Director Bruce W. Wilkinson For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- CELGENE CORPORATION Ticker: CELG Security ID: 151020104 Meeting Date: JUN 16, 2010 Meeting Type: Annual Record Date: APR 20, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Sol J. Barer For For Management 1.2 Elect Director Robert J. Hugin For For Management 1.3 Elect Director Michael D. Casey For For Management 1.4 Elect Director Carrie S. Cox For For Management 1.5 Elect Director Rodman L. Drake For For Management 1.6 Elect Director Gilla Kaplan For For Management 1.7 Elect Director James J. Loughlin For For Management 1.8 Elect Director Ernest Mario For For Management 1.9 Elect Director Walter L. Robb For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- CISCO SYSTEMS, INC. Ticker: CSCO Security ID: 17275R102 Meeting Date: NOV 12, 2009 Meeting Type: Annual Record Date: SEP 14, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Carol A. Bartz For For Management 2 Elect Director M. Michele Burns For For Management 3 Elect Director Michael D. Capellas For For Management 4 Elect Director Larry R. Carter For For Management 5 Elect Director John T. Chambers For For Management 6 Elect Director Brian L. Halla For For Management 7 Elect Director John L. Hennessy For For Management 8 Elect Director Richard M. Kovacevich For For Management 9 Elect Director Roderick C. McGeary For For Management 10 Elect Director Michael K. Powell For For Management 11 Elect Director Arun Sarin For For Management 12 Elect Director Steven M. West For For Management 13 Elect Director Jerry Yang For For Management 14 Amend Omnibus Stock Plan For For Management 15 Amend Qualified Employee Stock Purchase For For Management Plan 16 Ratify Auditors For For Management 17 Amend Bylaws to Establish a Board Against Against Shareholder Committee on Human Rights 18 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation 19 Report on Internet Fragmentation Against Against Shareholder - -------------------------------------------------------------------------------- CME GROUP INC. Ticker: CME Security ID: 12572Q105 Meeting Date: MAY 5, 2010 Meeting Type: Annual Record Date: MAR 8, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Terrence A. Duffy For For Management 1.2 Elect Director Charles P. Carey For For Management 1.3 Elect Director Mark E. Cermak For For Management 1.4 Elect Director Martin J. Gepsman For For Management 1.5 Elect Director Leo Melamed For For Management 1.6 Elect Director Joseph Niciforo For For Management 1.7 Elect Director C.C. Odom For For Management 1.8 Elect Director John F. Sandner For For Management 1.9 Elect Director Dennis A. Suskind For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- COMCAST CORPORATION Ticker: CMCSA Security ID: 20030N101 Meeting Date: MAY 20, 2010 Meeting Type: Annual Record Date: MAR 11, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director S. Decker Anstrom For For Management 1.2 Elect Director Kenneth J. Bacon For For Management 1.3 Elect Director Sheldon M. Bonovitz For For Management 1.4 Elect Director Edward D. Breen For For Management 1.5 Elect Director Julian A. Brodsky For For Management 1.6 Elect Director Joseph J. Collins For For Management 1.7 Elect Director J. Michael Cook For For Management 1.8 Elect Director Gerald L. Hassell For For Management 1.9 Elect Director Jeffrey A. Honickman For For Management 1.10 Elect Director Brian L. Roberts For For Management 1.11 Elect Director Ralph J. Roberts For For Management 1.12 Elect Director Judith Rodin For For Management 1.13 Elect Director Michael I. Sovern For For Management 2 Ratify Auditors For For Management 3 Amend Executive Incentive Bonus Plan For For Management 4 Provide for Cumulative Voting Against Against Shareholder 5 Adopt Policy on Succession Planning Against Against Shareholder 6 Require Independent Board Chairman Against Against Shareholder - -------------------------------------------------------------------------------- COOPER INDUSTRIES PLC Ticker: CBE Security ID: G24140108 Meeting Date: APR 27, 2010 Meeting Type: Annual Record Date: FEB 26, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1a Reelect Stephen G. Butler as Director For For Management 1b Reelect Dan F. Smith as Director For For Management 1c Reelect Gerald B. Smith as Director For For Management 1d Reelect Mark S. Thompson as Director For For Management 2 Accept Financial Statements and For For Management Statutory Reports 3 Approve Ernst & Young as Auditors and For For Management Authorize the Audit Committee to Fix Their Remuneration 4 Authorize Share Repurchase of any For For Management Subsidiary of the Company 5 Authorise Reissuance of Repurchased For For Management Shares - -------------------------------------------------------------------------------- COSTCO WHOLESALE CORPORATION Ticker: COST Security ID: 22160K105 Meeting Date: JAN 28, 2010 Meeting Type: Annual Record Date: NOV 23, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director B.S. Carson, Sr., M.D. For For Management 1.2 Elect Director William H. Gates For For Management 1.3 Elect Director Hamilton E. James For For Management 1.4 Elect Director Jill S. Ruckelshaus For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- COVIDIEN PLC Ticker: COV Security ID: G2554F105 Meeting Date: MAR 16, 2010 Meeting Type: Annual Record Date: JAN 13, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2a Elect Craig Arnold as Director For For Management 2b Elect Robert H. Brust as Director For For Management 2c Elect John M. Connors, Jr. as Director For For Management 2d Elect Christopher J. Coughlin as For For Management Director 2e Elect Timothy M. Donahue as Director For For Management 2f Elect Kathy J. Herbert as Director For For Management 2g Elect Randall J. Hogan, III as Director For For Management 2h Elect Richard J. Meelia as Director For For Management 2i Elect Dennis H. Reilley as Director For For Management 2j Elect Tadataka Yamada as Director For For Management 2k Elect Joseph A. Zaccagnino as Director For For Management 3 Approve Deloitte & Touche LLP as For For Management Auditors and Authorize Board to Fix Their Remuneration Auditors 4 Authorize Share Repurchase Program For For Management 5 Authorize Reissuance of Treasury Shares For For Management - -------------------------------------------------------------------------------- CVS CAREMARK CORPORATION Ticker: CVS Security ID: 126650100 Meeting Date: MAY 12, 2010 Meeting Type: Annual Record Date: MAR 15, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Edwin M. Banks For For Management 2 Elect Director C. David Brown II For For Management 3 Elect Director David W. Dorman For For Management 4 Elect Director Kristen Gibney Williams For For Management 5 Elect Director Marian L. Heard For For Management 6 Elect Director William H. Joyce For For Management 7 Elect Director Jean-Pierre Millon For For Management 8 Elect Director Terrence Murray For For Management 9 Elect Director C.A. Lance Piccolo For For Management 10 Elect Director Sheli Z. Rosenberg For For Management 11 Elect Director Thomas M. Ryan For For Management 12 Elect Director Richard J. Swift For For Management 13 Ratify Auditors For For Management 14 Approve Omnibus Stock Plan For For Management 15 Provide Right to Call Special Meeting For For Management 16 Report on Political Contributions Against Against Shareholder 17 Adopt Global Warming Principles Against Against Shareholder - -------------------------------------------------------------------------------- DANAHER CORPORATION Ticker: DHR Security ID: 235851102 Meeting Date: MAY 11, 2010 Meeting Type: Annual Record Date: MAR 12, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Steven M. Rales For For Management 2 Elect Director John T. Schwieters For For Management 3 Elect Director Alan G. Spoon For For Management 4 Ratify Auditors For For Management 5 Declassify the Board of Directors Against For Shareholder - -------------------------------------------------------------------------------- DOVER CORPORATION Ticker: DOV Security ID: 260003108 Meeting Date: MAY 6, 2010 Meeting Type: Annual Record Date: MAR 9, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director David H. Benson For For Management 2 Elect Director Robert W. Cremin For For Management 3 Elect Director Jean-Pierre M. Ergas For For Management 4 Elect Director Peter T. Francis For For Management 5 Elect Director Kristiane C. Graham For For Management 6 Elect Directors James L. Koley For For Management 7 Elect Director Robert A. Livingston For For Management 8 Elect Director Richard K. Lochridge For For Management 9 Elect Director Bernard G. Rethore For For Management 10 Elect Director Michael B. Stubbs For For Management 11 Elect Director Mary A. Winston For For Management 12 Ratify Auditors For For Management - -------------------------------------------------------------------------------- DOW CHEMICAL COMPANY, THE Ticker: DOW Security ID: 260543103 Meeting Date: MAY 13, 2010 Meeting Type: Annual Record Date: MAR 15, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Arnold A. Allemang For For Management 2 Elect Director Jacqueline K. Barton For For Management 3 Elect Director James A. Bell For For Management 4 Elect Director Jeff M. Fettig For For Management 5 Elect Director Barbara H. Franklin For For Management 6 Elect Director John B. Hess For For Management 7 Elect Director Andrew N. Liveris For For Management 8 Elect Director Paul Polman For For Management 9 Elect Director Dennis H. Reilley For For Management 10 Elect Director James M. Ringler For For Management 11 Elect Director Ruth G. Shaw For For Management 12 Elect Director Paul G. Stern For For Management 13 Ratify Auditors For For Management 14 Provide Right to Call Special Meeting For For Management 15 Report on Environmental Remediation in Against Against Shareholder Midland Area 16 Stock Retention/Holding Period Against Against Shareholder 17 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation - -------------------------------------------------------------------------------- EMC CORPORATION Ticker: EMC Security ID: 268648102 Meeting Date: APR 29, 2010 Meeting Type: Annual Record Date: FEB 23, 2010 # 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 Michael J. Cronin For For Management 4 Elect Director Gail Deegan For For Management 5 Elect Director James S. DiStasio For For Management 6 Elect Director John R. Egan For For Management 7 Elect Director Edmund F. Kelly For For Management 8 Elect Director Windle B. Priem For For Management 9 Elect Director Paul Sagan For For Management 10 Elect Director David N. Strohm For For Management 11 Elect Director Joseph M. Tucci For For Management 12 Ratify Auditors For For Management 13 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings 14 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation - -------------------------------------------------------------------------------- EOG RESOURCES, INC. Ticker: EOG Security ID: 26875P101 Meeting Date: APR 28, 2010 Meeting Type: Annual Record Date: MAR 1, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director George A. Alcorn For For Management 2 Elect Director Charles R. Crisp For For Management 3 Elect Director James C. Day For For Management 4 Elect Director Mark G. Papa For For Management 5 Elect Director H. Leighton Steward For For Management 6 Elect Director Donald F. Textor For For Management 7 Elect Director Frank G. Wisner For For Management 8 Ratify Auditors For For Management 9 Amend Omnibus Stock Plan For For Management 10 Amend Qualified Employee Stock Purchase For For Management Plan 11 Amend Executive Incentive Bonus Plan For For Management 12 Report on Environmental Impacts of Against Against Shareholder Natural Gas Fracturing 13 Stock Retention/Holding Period Against Against Shareholder 14 Double Trigger on Equity Plans Against Against Shareholder - -------------------------------------------------------------------------------- FEDEX CORPORATION Ticker: FDX Security ID: 31428X106 Meeting Date: SEP 28, 2009 Meeting Type: Annual Record Date: AUG 3, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James L. Barksdale For For Management 1.2 Elect Director John A. Edwardson For For Management 1.3 Elect DirectorJudith L. Estrin For For Management 1.4 Elect Director J.R. Hyde, III For For Management 1.5 Elect Director Shirley A. Jackson For For Management 1.6 Elect Director Steven R. Loranger For For Management 1.7 Elect Director Gary W. Loveman For For Management 1.8 Elect Director Susan C. Schwab For For Management 1.9 Elect Director Frederick W. Smith For For Management 1.10 Elect Director Joshua I. Smith For For Management 1.11 Elect Director David P. Steiner For For Management 1.12 Elect Director Paul S. Walsh For For Management 2 Ratify Auditors For For Management 3 Require Independent Board Chairman Against Against Shareholder 4 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings 5 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation 6 Adopt Principles for Health Care Reform Against Against Shareholder - -------------------------------------------------------------------------------- FORD MOTOR COMPANY Ticker: F Security ID: 345370860 Meeting Date: MAY 13, 2010 Meeting Type: Annual Record Date: MAR 17, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Stephen G. Butler For For Management 1.2 Elect Director Kimberly A. Casiano For For Management 1.3 Elect Director Anthony F. Earley, Jr. For For Management 1.4 Elect Director Edsel B. Ford II For For Management 1.5 Elect Director William Clay Ford, Jr. For For Management 1.6 Elect Director Richard A. Gephardt For For Management 1.7 Elect Director Irvine O. Hockaday, Jr. For For Management 1.8 Elect Director Richard A. Manoogian For For Management 1.9 Elect Director Ellen R. Marram For For Management 1.10 Elect Director Alan Mulally For For Management 1.11 Elect Director Homer A. Neal For For Management 1.12 Elect Director Gerald L. Shaheen For For Management 1.13 Elect Director John L. Thornton For For Management 2 Ratify Auditors For For Management 3 Adopt NOL Rights Plan (NOL Pill) For For Management 4 Disclose Prior Government Service Against Against Shareholder 5 Adopt Recapitalization Plan Against For Shareholder 6 Report on Political Contributions Against Against Shareholder 7 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation 8 Prohibit Energy Projects Only Concerned Against Against Shareholder With CO2 Reduction - -------------------------------------------------------------------------------- FRANKLIN RESOURCES, INC. Ticker: BEN Security ID: 354613101 Meeting Date: MAR 16, 2010 Meeting Type: Annual Record Date: JAN 19, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Samuel H. Armacost For For Management 1.2 Elect Director Charles Crocker For For Management 1.3 Elect Director Joseph R. Hardiman For For Management 1.4 Elect Director Robert D. Joffe For For Management 1.5 Elect Director Charles B. Johnson For For Management 1.6 Elect Director Gregory E. Johnson For For Management 1.7 Elect Director Rupert H. Johnson, Jr. For For Management 1.8 Elect Director Thomas H. Kean For For Management 1.9 Elect Director Chutta Ratnathicam For For Management 1.10 Elect Director Peter M. Sacerdote For For Management 1.11 Elect Director Laura Stein For For Management 1.12 Elect Director Anne M. Tatlock For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management - -------------------------------------------------------------------------------- FREEPORT-MCMORAN COPPER & GOLD INC. Ticker: FCX Security ID: 35671D857 Meeting Date: JUN 9, 2010 Meeting Type: Annual Record Date: APR 13, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Richard C. Adkerson For For Management 1.2 Elect Director Robert J. Allison, Jr. For For Management 1.3 Elect Director Robert A. Day For For Management 1.4 Elect Director Gerald J. Ford For For Management 1.5 Elect Director H. Devon Graham, Jr. For For Management 1.6 Elect Director Charles C. Krulak For For Management 1.7 Elect Director Bobby Lee Lackey For For Management 1.8 Elect Director Jon C. Madonna For For Management 1.9 Elect Director Dustan E. McCoy For For Management 1.10 Elect Director James R. Moffett For For Management 1.11 Elect Director B.M. Rankin, Jr. For For Management 1.12 Elect Director Stephen H. Siegele For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Request Director Nominee with Against Against Shareholder Environmental Qualifications 5 Stock Retention/Holding Period Against Against Shareholder - -------------------------------------------------------------------------------- GENERAL MILLS, INC. Ticker: GIS Security ID: 370334104 Meeting Date: SEP 21, 2009 Meeting Type: Annual Record Date: JUL 23, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Bradbury H. Anderson For For Management 2 Elect Director R. Kerry Clark For For Management 3 Elect Director Paul Danos For For Management 4 Elect Director William T. Esrey For For Management 5 Elect Director Raymond V. Gilmartin For For Management 6 Elect Director Judith Richards Hope For For Management 7 Elect Director Heidi G. Miller For For Management 8 Elect Director Hilda Ochoa-Brillembourg For For Management 9 Elect Director Steve Odland For For Management 10 Elect Director Kendall J. Powell For For Management 11 Elect Director Lois E. Quam For For Management 12 Elect Director Michael D. Rose For For Management 13 Elect Director Robert L. Ryan For For Management 14 Elect Director Dorothy A. Terrell For For Management 15 Approve Omnibus Stock Plan For For Management 16 Ratify Auditors For For Management 17 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation - -------------------------------------------------------------------------------- GILEAD SCIENCES, INC. Ticker: GILD Security ID: 375558103 Meeting Date: MAY 11, 2010 Meeting Type: Annual Record Date: MAR 15, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Paul Berg For For Management 1.2 Elect Director John F. Cogan For For Management 1.3 Elect Director Etienne F. Davignon For For Management 1.4 Elect Director James M. Denny For For Management 1.5 Elect Director Carla A. Hills For For Management 1.6 Elect Director Kevin E. Lofton For For Management 1.7 Elect Director John W. Madigan For For Management 1.8 Elect Director John C. Martin For For Management 1.9 Elect Director Gordon E. Moore For For Management 1.10 Elect Director Nicholas G. Moore For For Management 1.11 Elect Director Richard J. Whitley For For Management 1.12 Elect Director Gayle E. Wilson For For Management 1.13 Elect Director Per Wold-Olsen For For Management 2 Ratify Auditors For For Management 3 Reduce Supermajority Vote Requirement Against For Shareholder - -------------------------------------------------------------------------------- GOLDMAN SACHS GROUP, INC., THE Ticker: GS Security ID: 38141G104 Meeting Date: MAY 7, 2010 Meeting Type: Annual Record Date: MAR 8, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Lloyd C. Blankfein For For Management 1.2 Elect Director John H. Bryan For For Management 1.3 Elect Director Gary D. Cohn For For Management 1.4 Elect Director Claes Dahlback For For Management 1.5 Elect Director Stephen Friedman For For Management 1.6 Elect Director William W. George For For Management 1.7 Elect Director James A. Johnson For For Management 1.8 Elect Director Lois D. Juliber For For Management 1.9 Elect Director Lakshmi N. Mittal For For Management 1.10 Elect Director James J. Schiro For For Management 1.11 Elect Director H. Lee Scott, Jr. For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 4 Reduce Supermajority Vote Requirement For For Management 5 Provide Right to Call Special Meeting For For Management 6 Provide for Cumulative Voting Against Against Shareholder 7 Report on Collateral in Derivatives Against Against Shareholder Trading 8 Require Independent Board Chairman Against Against Shareholder 9 Report on Political Contributions Against Against Shareholder 10 Report on Global Warming Science Against Against Shareholder 11 Report on Pay Disparity Against Against Shareholder 12 Stock Retention/Holding Period Against Against Shareholder - -------------------------------------------------------------------------------- GOOGLE INC. Ticker: GOOG Security ID: 38259P508 Meeting Date: MAY 13, 2010 Meeting Type: Annual Record Date: MAR 15, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Eric Schmidt For For Management 1.2 Elect Director Sergey Brin For For Management 1.3 Elect Director Larry Page For For Management 1.4 Elect Director L. John Doerr For For Management 1.5 Elect Director John L. Hennessy For For Management 1.6 Elect Director Ann Mather For For Management 1.7 Elect Director Paul S. Otellini For For Management 1.8 Elect Director K. Ram Shriram For For Management 1.9 Elect Director Shirley M. Tilghman For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For Against Management 4 Prepare Sustainability Report Against Against Shareholder 5 Adopt Principles for Online Advertising Against Against Shareholder 6 Amend Human Rights Policies Regarding Against Against Shareholder Chinese Operations - -------------------------------------------------------------------------------- HEWLETT-PACKARD COMPANY Ticker: HPQ Security ID: 428236103 Meeting Date: MAR 17, 2010 Meeting Type: Annual Record Date: JAN 19, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Marc L. Andreessen For For Management 1.2 Elect Director Lawrence T. Babbio, Jr. For For Management 1.3 Elect Director Sari M. Baldauf For For Management 1.4 Elect Director Rajiv L. Gupta For For Management 1.5 Elect Director John H. Hammergren For For Management 1.6 Elect Director Mark V. Hurd For For Management 1.7 Elect Director Joel Z. Hyatt For For Management 1.8 Elect Director John R. Joyce For For Management 1.9 Elect Director Robert L. Ryan For For Management 1.10 Elect Director Lucille S. Salhany For For Management 1.11 Elect Director G. Kennedy Thompson For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Company Request on Advisory Vote on For For Management Executive Compensation - -------------------------------------------------------------------------------- HOME DEPOT, INC., THE Ticker: HD Security ID: 437076102 Meeting Date: MAY 20, 2010 Meeting Type: Annual Record Date: MAR 22, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director F. Duane Ackerman For For Management 2 Elect Director David H. Batchelder For For Management 3 Elect Director Francis S. Blake For For Management 4 Elect Director Ari Bousbib For For Management 5 Elect Director Gregory D. Brenneman For For Management 6 Elect Director Albert P. Carey For For Management 7 Elect Director Armando Codina For For Management 8 Elect Director Bonnie G. Hill For For Management 9 Elect Director Karen L. Katen For For Management 10 Ratify Auditors For For Management 11 Amend Omnibus Stock Plan For For Management 12 Provide for Cumulative Voting Against Against Shareholder 13 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation 14 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings 15 Provide Right to Act by Written Consent Against For Shareholder 16 Require Independent Board Chairman Against Against Shareholder 17 Prepare Employment Diversity Report Against Against Shareholder 18 Reincorporate in Another State [from Against Against Shareholder Delaware to North Dakota] - -------------------------------------------------------------------------------- HYATT HOTELS CORPORATION Ticker: H Security ID: 448579102 Meeting Date: JUN 9, 2010 Meeting Type: Annual Record Date: APR 12, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Bernard W. Aronson For For Management 1.2 Elect Director Mark S. Hoplamazian For For Management 1.3 Elect Director Penny Pritzker For For Management 1.4 Elect Director Michael A. Rocca For For Management 2 Ratify Auditors For For Management 3 Approve Qualified Employee Stock For For Management Purchase Plan - -------------------------------------------------------------------------------- ILLINOIS TOOL WORKS INC. Ticker: ITW Security ID: 452308109 Meeting Date: MAY 7, 2010 Meeting Type: Annual Record Date: MAR 9, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Marvin D. Brailsford For For Management 2 Elect Director Susan Crown For For Management 3 Elect Director Don H. Davis, Jr. For For Management 4 Elect Director Robert C. McCormack For For Management 5 Elect Director Robert S. Morrison For For Management 6 Elect Director James A. Skinner For For Management 7 Elect Director David B. Smith, Jr. For For Management 8 Elect Director David B. Speer For For Management 9 Elect Director Pamela B. Strobel For For Management 10 Ratify Auditors For For Management 11 Report on Political Contributions Against Against Shareholder - -------------------------------------------------------------------------------- INTEL CORPORATION Ticker: INTC Security ID: 458140100 Meeting Date: MAY 19, 2010 Meeting Type: Annual Record Date: MAR 22, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Charlene Barshefsky For For Management 2 Elect Director Susan L. Decker For For Management 3 Elect Director John J. Donahoe For For Management 4 Elect Director Reed E. Hundt For For Management 5 Elect Director Paul S. Otellini For For Management 6 Elect Director James D. Plummer For For Management 7 Elect Director David S. Pottruck For For Management 8 Elect Director Jane E. Shaw For For Management 9 Elect Director Frank D. Yeary For For Management 10 Elect Director David B. Yoffie For For Management 11 Ratify Auditors For For Management 12 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation - -------------------------------------------------------------------------------- JOHNSON CONTROLS, INC. Ticker: JCI Security ID: 478366107 Meeting Date: JAN 27, 2010 Meeting Type: Annual Record Date: NOV 19, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director David P. Abney For For Management 1.2 Elect Director Robert L. Barnett For For Management 1.3 Elect Director Eugenio Clariond For For Management Reyes-Retana 1.4 Elect Director Jeffrey A. Joerres For For Management 2 Ratify Auditors For For Management 3 Require a Majority Vote for the Against For Shareholder Election of Directors - -------------------------------------------------------------------------------- JPMORGAN CHASE & CO. Ticker: JPM Security ID: 46625H100 Meeting Date: MAY 18, 2010 Meeting Type: Annual Record Date: MAR 19, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Crandall C. Bowles For For Management 1.2 Elect Director Stephen B. Burke For For Management 1.3 Elect Director David M. Cote For For Management 1.4 Elect Director James S. Crown For For Management 1.5 Elect Director James Dimon For For Management 1.6 Elect Director Ellen V. Futter For For Management 1.7 Elect Director William H. Gray, III For For Management 1.8 Elect Director Laban P. Jackson, Jr. For For Management 1.9 Elect Director David C. Novak For For Management 1.10 Elect Director Lee R. Raymond For For Management 1.11 Elect Director William C. Weldon For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 4 Affirm Political Non-Partisanship Against Against Shareholder 5 Amend Bylaws-- Call Special Meetings Against For Shareholder 6 Report on Collateral in Derivatives Against Against Shareholder Trading 7 Provide Right to Act by Written Consent Against For Shareholder 8 Require Independent Board Chairman Against Against Shareholder 9 Report on Pay Disparity Against Against Shareholder 10 Stock Retention/Holding Period Against Against Shareholder - -------------------------------------------------------------------------------- KLA-TENCOR CORP. Ticker: KLAC Security ID: 482480100 Meeting Date: NOV 4, 2009 Meeting Type: Annual Record Date: SEP 15, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert P. Akins For For Management 1.2 Elect Director Robert T. Bond For For Management 1.3 Elect Director Kiran M. Patel For For Management 1.4 Elect Director David C. Wang For For Management 2 Amend Omnibus Stock Plan For For Management 3 Approve Executive Incentive Bonus Plan For For Management 4 Ratify Auditors For For Management - -------------------------------------------------------------------------------- KOHL'S CORPORATION Ticker: KSS Security ID: 500255104 Meeting Date: MAY 13, 2010 Meeting Type: Annual Record Date: MAR 10, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Peter Boneparth For For Management 2 Elect Director Steven A. Burd For For Management 3 Elect Director John F. Herma For For Management 4 Elect Director Dale E. Jones For For Management 5 Elect Director William S. Kellogg For For Management 6 Elect Director Kevin Mansell For For Management 7 Elect Director Frank V. Sica For For Management 8 Elect Director Peter M. Sommerhauser For For Management 9 Elect Director Stephanie A. Streeter For For Management 10 Elect Director Nina G. Vaca For For Management 11 Elect Director Stephen E. Watson For For Management 12 Ratify Auditors For For Management 13 Approve Omnibus Stock Plan For For Management 14 Reduce Supermajority Vote Requirement Against For Shareholder 15 Require Independent Board Chairman Against Against Shareholder - -------------------------------------------------------------------------------- MEDCO HEALTH SOLUTIONS, INC. Ticker: MHS Security ID: 58405U102 Meeting Date: MAY 12, 2010 Meeting Type: Annual Record Date: MAR 15, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Howard W. Barker, Jr. For For Management 2 Elect Director John L. Cassis For For Management 3 Elect Director Michael Goldstein For For Management 4 Elect Director Charles M. Lillis For For Management 5 Elect Director Myrtle S. Potter For For Management 6 Elect Director William L. Roper For For Management 7 Elect Director David B. Snow, Jr. For For Management 8 Elect Director David D. Stevens For For Management 9 Elect Director Blenda J. Wilson For For Management 10 Ratify Auditors For For Management 11 Provide Right to Call Special Meeting For For Management - -------------------------------------------------------------------------------- NIKE, INC. Ticker: NKE Security ID: 654106103 Meeting Date: SEP 21, 2009 Meeting Type: Annual Record Date: JUL 24, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jill K. Conway For For Management 1.2 Elect Director Alan B. Graf, Jr. For For Management 1.3 Elect Director John C. Lechleiter For For Management 2 Amend Qualified Employee Stock Purchase For For Management Plan 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- NOBLE ENERGY, INC. Ticker: NBL Security ID: 655044105 Meeting Date: APR 27, 2010 Meeting Type: Annual Record Date: MAR 9, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Jeffrey L. Berenson For For Management 2 Elect Director Michael A. Cawley For For Management 3 Elect Director Edward F. Cox For For Management 4 Elect Director Charles D. Davidson For For Management 5 Elect Director Thomas J. Edelman For For Management 6 Elect Director Eric P. Grubman For For Management 7 Elect Director Kirby L. Hedrick For For Management 8 Elect Director Scott D. Urban For For Management 9 Elect Director William T. Van Kleef For For Management 10 Ratify Auditors For For Management - -------------------------------------------------------------------------------- OCCIDENTAL PETROLEUM CORPORATION Ticker: OXY Security ID: 674599105 Meeting Date: MAY 7, 2010 Meeting Type: Annual Record Date: MAR 15, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Spencer Abraham For Against Management 2 Elect Director John S. Chalsty For Against Management 3 Elect Director Stephen I. Chazen For For Management 4 Elect Director Edward P. Djerejian For Against Management 5 Elect Director John E. Feick For Against Management 6 Elect Director Carlos M. Gutierrez For Against Management 7 Elect Director Ray R. Irani For Against Management 8 Elect Director Irvin W. Maloney For Against Management 9 Elect Director Avedick B. Poladian For Against Management 10 Elect Director Rodolfo Segovia For Against Management 11 Elect Director Aziz D. Syriani For Against Management 12 Elect Director Rosemary Tomich For Against Management 13 Elect Director Walter L. Weisman For Against Management 14 Ratify Auditors For For Management 15 Amend Omnibus Stock Plan For For Management 16 Advisory Vote to Ratify Named Executive For Against Management Officers' Compensation 17 Limit Executive Compensation Against Against Shareholder 18 Require Independent Board Chairman Against Against Shareholder 19 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings 20 Report on Host Country Social and Against Against Shareholder Environmental Laws 21 Require a Majority Vote for the Against For Shareholder Election of Directors 22 Report on Policy for Increasing Safety Against Against Shareholder by Reducing Hazardous Substance Usage and Re-locating Facilities 23 Double Trigger on Equity Plans Against Against Shareholder - -------------------------------------------------------------------------------- PEPSICO, INC. Ticker: PEP Security ID: 713448108 Meeting Date: MAY 5, 2010 Meeting Type: Annual Record Date: MAR 5, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Shona L. Brown For For Management 2 Elect Director Ian M. Cook For For Management 3 Elect Director Dina Dublon For For Management 4 Elect Director Victor J. Dzau For For Management 5 Elect Director Ray L. Hunt For For Management 6 Elect Director Alberto Ibarguen For For Management 7 Elect Director Arthur C. Martinez For For Management 8 Elect Director Indra K. Nooyi For For Management 9 Elect Director Sharon P. Rockefeller For For Management 10 Elect Director James J. Schiro For For Management 11 Elect Director Lloyd G. Trotter For For Management 12 Elect Director Daniel Vasella For For Management 13 Ratify Auditors For For Management 14 Amend Omnibus Stock Plan For For Management 15 Report on Charitable Contributions Against Against Shareholder 16 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings 17 Report on Public Policy Advocacy Against Against Shareholder Process - -------------------------------------------------------------------------------- PRINCIPAL FINANCIAL GROUP, INC. Ticker: PFG Security ID: 74251V102 Meeting Date: MAY 18, 2010 Meeting Type: Annual Record Date: MAR 22, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Michael T. Dan For For Management 2 Elect Director C. Daniel Gelatt For For Management 3 Elect Director Sandra L. Helton For For Management 4 Elect Director Larry D. Zimpleman For For Management 5 Amend Omnibus Stock Plan For For Management 6 Ratify Auditors For For Management - -------------------------------------------------------------------------------- QUALCOMM INCORPORATED Ticker: QCOM Security ID: 747525103 Meeting Date: MAR 2, 2010 Meeting Type: Annual Record Date: JAN 4, 2010 # 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 Irwin Mark Jacobs For For Management 1.7 Elect Director Paul E. Jacobs For For Management 1.8 Elect Director Robert E. Kahn For For Management 1.9 Elect Director Sherry Lansing For For Management 1.10 Elect Director Duane A. Nelles For For Management 1.11 Elect Director Brent Scowcroft For For Management 1.12 Elect Director Marc I. Stern For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- SCHLUMBERGER LTD. Ticker: SLB Security ID: 806857108 Meeting Date: APR 7, 2010 Meeting Type: Annual Record Date: FEB 17, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect P. Camus as Director For For Management 1.2 Elect P. Currie as Director For For Management 1.3 Elect J.S. Gorelick as Director For For Management 1.4 Elect A. Gould as Director For For Management 1.5 Elect T. Isaac as Director For For Management 1.6 Elect K.V. Kamath as Director For For Management 1.7 Elect N. Kudryavtsev as Director For For Management 1.8 Elect A. Lajous as Director For For Management 1.9 Elect M.E. Marks as Director For For Management 1.10 Elect L.R. Reif as Director For For Management 1.11 Elect T.I. Sandvold as Director For For Management 1.12 Elect H. Seydoux as Director For For Management 2 Adopt and Approve Financials and For For Management Dividends 3 Approve 2010 Omnibus Stock Incentive For For Management Plan 4 Amend Qualified Employee Stock Purchase For For Management Plan 5 Ratify PricewaterhouseCoopers LLP as For For Management Auditors - -------------------------------------------------------------------------------- SUNCOR ENERGY INC Ticker: SU Security ID: 867224107 Meeting Date: MAY 4, 2010 Meeting Type: Annual Record Date: MAR 5, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Mel E. Benson For For Management 1.2 Elect Director Brian A. Canfield For For Management 1.3 Elect Director Dominic D'Alessandro For For Management 1.4 Elect Director John T. Ferguson For For Management 1.5 Elect Director W. Douglas Ford For For Management 1.6 Elect Director Richard L. George For For Management 1.7 Elect Director Paul Haseldonckx For For Management 1.8 Elect Director John R. Huff For For Management 1.9 Elect Director Jacques Lamarre For For Management 1.10 Elect Director Brian F. MacNeill For For Management 1.11 Elect Director Maureen McCaw For For Management 1.12 Elect Director Michael W. O'Brien For For Management 1.13 Elect Director James W. Simpson For For Management 1.14 Elect Director Eira Thomas For For Management 2 Approve PricewaterhouseCoopers LLP as For For Management Auditors and Authorize Board to Fix Their Remuneration - -------------------------------------------------------------------------------- TARGET CORPORATION Ticker: TGT Security ID: 87612E106 Meeting Date: JUN 9, 2010 Meeting Type: Annual Record Date: APR 12, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Calvin Darden For For Management 2 Elect Director Anne M. Mulcahy For For Management 3 Elect Director Stephen W. Sanger For For Management 4 Elect Director Gregg W. Steinhafel For For Management 5 Ratify Auditors For For Management 6 Declassify the Board of Directors For For Management 7 Reduce Supermajority Vote Requirement For For Management 8 Amend Articles of Incorporation For For Management 9 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation - -------------------------------------------------------------------------------- TEVA PHARMACEUTICAL INDUSTRIES LTD. Ticker: TEVA Security ID: 881624209 Meeting Date: JUN 29, 2010 Meeting Type: Annual Record Date: MAY 24, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Final Dividend of NIS 2.50 (USD For For Management 0.642) Per Share 2 Election Of Director: Mr. Abraham E. For For Management Cohen 3 Election Of Director: Mr. Amir Elstein For For Management 4 Election Of Director: Prof. Roger For For Management Kornberg 5 Election Of Director: Prof. Moshe Many For For Management 6 Election Of Director: Mr. Dan Propper For For Management 7 Approve Auditors and Authorize Board to For For Management Fix Their Remuneration 8 Approve Stock Option Plan For For Management 9 Approve Compensation of Board Chairman For For Management 10 Approve Compensation of Director For For Management 11 Approve Compensation of Director For For Management 12 Increase Authorized Share Capital For For Management - -------------------------------------------------------------------------------- VALE S.A. Ticker: VALE.P Security ID: 91912E105 Meeting Date: JAN 22, 2010 Meeting Type: Special Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Ratify Nomination of Alternate Member For For Management of Board of Directors 2 Approve Agreement to Absorb Mineracao For For Management Estrela de Apolo and Mineracao Vale Corumba 3 Appoint Domingues e Pinho Contadores to For For Management Appraise Proposed Merger 4 Approve Appraisal of Proposed Merger For For Management 5 Approve Absorption of Mineracao Estrela For For Management de Apolo and Mineracao Vale Corumba - -------------------------------------------------------------------------------- VALE S.A. Ticker: VALE3 Security ID: 91912E105 Meeting Date: APR 27, 2010 Meeting Type: Annual/Special Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports for Fiscal Year Ended Dec. 31, 2009 2 Approve Allocation of Income and For For Management Dividends 3 Elect Fiscal Council Members For For Management 4 Approve Remuneration of Executive For Abstain Management Officers, Non-Executive Directors, and Fiscal Council Members 1 Authorize Capitalization of Reserves For For Management 2 Elect Director For Abstain Management - -------------------------------------------------------------------------------- VERTEX PHARMACEUTICALS INCORPORATED Ticker: VRTX Security ID: 92532F100 Meeting Date: MAY 13, 2010 Meeting Type: Annual Record Date: MAR 17, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Joshua Boger For For Management 1.2 Elect Director Charles A. Sanders For For Management 1.3 Elect Director Elaine S. Ullian For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- VISA INC. Ticker: V Security ID: 92826C839 Meeting Date: JAN 20, 2010 Meeting Type: Annual Record Date: NOV 27, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert W. Matschullat For For Management 1.2 Elect Director Cathy E. Minehan For For Management 1.3 Elect Director David J. Pang For For Management 1.4 Elect Director William S. Shanahan For For Management 1.5 Elect Director John A. Swainson For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- WALT DISNEY COMPANY, THE Ticker: DIS Security ID: 254687106 Meeting Date: MAR 10, 2010 Meeting Type: Annual Record Date: JAN 11, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Susan E. Arnold For For Management 2 Elect Director John E. Bryson For For Management 3 Elect Director John S. Chen For For Management 4 Elect Director Judith L. Estrin For For Management 5 Elect Director Robert A. Iger For For Management 6 Elect Director Steven P. Jobs For For Management 7 Elect Director Fred H. Langhammer For For Management 8 Elect Director Aylwin B. Lewis For For Management 9 Elect Director Monica C. Lozano For For Management 10 Elect Director Robert W. Matschullat For For Management 11 Elect Director John E. Pepper, Jr. For For Management 12 Elect Director Sheryl Sandberg For For Management 13 Elect Director Orin C. Smith For For Management 14 Ratify Auditors For For Management 15 Amend Omnibus Stock Plan For For Management 16 Reduce Supermajority Vote Requirement For For Management 17 Reduce Supermajority Vote Requirement For For Management 18 Amend Articles of Incorporation to For For Management Delete Certain Tracking Stock Provisions 19 Amend Articles of Incorporation to For For Management Delete Classified Board Transition Provisions 20 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation 21 Amend EEO Policy to Prohibit Against Against Shareholder Discrimination Based on Ex-Gay Status ========== END NPX REPORT SIGNATURES Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Registrant: AllianceBernstein Large Cap Growth Fund, Inc. By: Robert M. Keith* ----------------------- Chief Executive Officer Date: August 30, 2010 *By: /s/ Emilie D. Wrapp ------------------- Emilie D. Wrapp Secretary