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: 811-00204 AllianceBernstein Small/Mid 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 Seward & Kissel LLP 1200 G Street, N.W. Washington, D.C. 20005 Date of fiscal year end: July 31 Date of reporting period: July 1, 2010 - June 30, 2011 Item 1. Proxy Voting Record. ******************************* FORM N-PX REPORT ******************************* ICA File Number: 811-00204 Reporting Period: 07/01/2010 - 06/30/2011 AllianceBernstein Small Mid-Cap Growth Fund, Inc. ============== ALLIANCEBERNSTEIN SMALL MID/CAP GROWTH FUND, INC. =============== ACTUANT CORPORATION Ticker: ATU Security ID: 00508X203 Meeting Date: JAN 14, 2011 Meeting Type: Annual Record Date: NOV 16, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert C. Arzbaecher For For Management 1.2 Elect Director Gurminder S. Bedi For For Management 1.3 Elect Director Gustav H.P. Boel For For Management 1.4 Elect Director Thomas J. Fischer For For Management 1.5 Elect Director William K. Hall For For Management 1.6 Elect Director R. Alan Hunter For For Management 1.7 Elect Director Robert A. Peterson For For Management 1.8 Elect Director Holly A. Van Deursen For For Management 1.9 Elect Director Dennis K. Williams For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- ADTRAN, INC. Ticker: ADTN Security ID: 00738A106 Meeting Date: MAY 04, 2011 Meeting Type: Annual Record Date: MAR 10, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Thomas R. Stanton For For Management 1.2 Elect Director H. Fenwick Huss For For Management 1.3 Elect Director Ross K. Ireland For For Management 1.4 Elect Director William L. Marks For For Management 1.5 Elect Director James E. Matthews For For Management 1.6 Elect Director Balan Nair For For Management 1.7 Elect Director Roy J. Nichols For For Management 2 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 3 Advisory Vote on Say on Pay Frequency None One Year Management 4 Amend Executive Incentive Bonus Plan For For Management 5 Ratify Auditors For For Management -------------------------------------------------------------------------------- AFFILIATED MANAGERS GROUP, INC. Ticker: AMG Security ID: 008252108 Meeting Date: MAY 31, 2011 Meeting Type: Annual Record Date: APR 12, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Samuel T. Byrne For For Management 1.2 Elect Director Dwight D. Churchill For For Management 1.3 Elect Director Sean M. Healey For For Management 1.4 Elect Director Harold J. Meyerman For For Management 1.5 Elect Director William J. Nutt For For Management 1.6 Elect Director Rita M. Rodriguez For For Management 1.7 Elect Director Patrick T. Ryan For For Management 1.8 Elect Director Jide J. Zeitlin For For Management 2 Approve Stock Option Plan For For Management 3 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Ratify Auditors For For Management -------------------------------------------------------------------------------- AIRGAS, INC. Ticker: ARG Security ID: 009363102 Meeting Date: SEP 15, 2010 Meeting Type: Proxy Contest Record Date: JUL 19, 2010 # Proposal Mgt Rec Vote Cast Sponsor Management Proxy (White Card) None 1.1 Elect Director Peter McCausland For Did Not Vote Management 1.2 Elect Director W. Thacher Brown For Did Not Vote Management 1.3 Elect Director Richard C. Ill For Did Not Vote Management 2 Ratify Auditors For Did Not Vote Management 3 Amend Qualified Employee Stock Purchase For Did Not Vote Management Plan 4 Approve Implementation of Director Against Did Not Vote Shareholder Disqualifying Requirements 5 Change Date of Annual Meeting Against Did Not Vote Shareholder 6 Repeal Bylaws Amendments Adopted after Against Did Not Vote Shareholder April 7, 2010 # Proposal Diss Rec Vote Cast Sponsor Dissident Proxy (Gold Card) None 1.1 Elect Director John P. Clancey For For Shareholder 1.2 Elect Director Robert L. Lumpkins For For Shareholder 1.3 Elect Director Ted B. Miller For For Shareholder 2 Approve Implementation of Director For For Shareholder Disqualifying Requirements 3 Change Date of Annual Meeting For Against Shareholder 4 Repeal Bylaws Amendments Adopted after For For Shareholder April 7, 2010 5 Ratify Auditors None For Management 6 Amend Qualified Employee Stock Purchase None For Management Plan -------------------------------------------------------------------------------- ALEXION PHARMACEUTICALS, INC. Ticker: ALXN Security ID: 015351109 Meeting Date: MAY 11, 2011 Meeting Type: Annual Record Date: MAR 17, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Leonard Bell For For Management 1.2 Elect Director Max Link For For Management 1.3 Elect Director William R. Keller For For Management 1.4 Elect Director Joseph A. Madri For For Management 1.5 Elect Director Larry L. Mathis For For Management 1.6 Elect Director R. Douglas Norby For For Management 1.7 Elect Director Alvin S. Parven For For Management 1.8 Elect Director Andreas Rummelt For For Management 1.9 Elect Director Ann M. Veneman For For Management 2 Increase Authorized Common Stock For For Management 3 Ratify Auditors For For Management 4 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 5 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- ALLIANCE DATA SYSTEMS CORPORATION Ticker: ADS Security ID: 018581108 Meeting Date: JUN 07, 2011 Meeting Type: Annual Record Date: APR 08, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Bruce K. Anderson For For Management 1.2 Elect Director Roger H. Ballou For For Management 1.3 Elect Director E. Linn Draper, Jr. For For Management 2 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify Auditors For For Management -------------------------------------------------------------------------------- AMETEK, INC. Ticker: AME Security ID: 031100100 Meeting Date: MAY 03, 2011 Meeting Type: Annual Record Date: MAR 18, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Anthony J. Conti For For Management 1.2 Elect Director Frank S. Hermance For For Management 2 Approve Omnibus Stock Plan For For Management 3 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 4 Advisory Vote on Say on Pay Frequency Three One Year Management Years 5 Ratify Auditors For For Management -------------------------------------------------------------------------------- ARUBA NETWORKS, INC. Ticker: ARUN Security ID: 043176106 Meeting Date: DEC 10, 2010 Meeting Type: Annual Record Date: OCT 14, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Dominic P. Orr For For Management 1.2 Elect Director Keerti G. 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 Daniel Warmenhoven For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- ASPEN TECHNOLOGY, INC. Ticker: AZPN Security ID: 045327103 Meeting Date: DEC 16, 2010 Meeting Type: Annual Record Date: OCT 18, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Donald P. Casey For Withhold Management 1.2 Elect Director Stephen M. Jennings For For Management 1.3 Elect Director Michael Pehl For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- ATLAS AIR WORLDWIDE HOLDINGS, INC. Ticker: AAWW Security ID: 049164205 Meeting Date: JUN 16, 2011 Meeting Type: Annual Record Date: APR 18, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert F. Agnew For For Management 1.2 Elect Director Timothy J. Bernlohr For For Management 1.3 Elect Director Eugene I. Davis For For Management 1.4 Elect Director William J. Flynn For For Management 1.5 Elect Director James S. Gilmore III For For Management 1.6 Elect Director Carol B. Hallett For For Management 1.7 Elect Director Frederick McCorkle For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Amend Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- BUCYRUS INTERNATIONAL, INC. Ticker: BUCY Security ID: 118759109 Meeting Date: JAN 20, 2011 Meeting Type: Special Record Date: DEC 22, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management 2 Adjourn Meeting For For Management -------------------------------------------------------------------------------- BUCYRUS INTERNATIONAL, INC. Ticker: BUCY Security ID: 118759109 Meeting Date: APR 21, 2011 Meeting Type: Annual Record Date: FEB 23, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michelle L. Collins For For Management 1.2 Elect Director Gene E. Little For For Management 1.3 Elect Director Robert K. Ortberg For For Management 2 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 3 Advisory Vote on Say on Pay Frequency None One Year Management 4 Ratify Auditors For For Management -------------------------------------------------------------------------------- CARMAX, INC. Ticker: KMX Security ID: 143130102 Meeting Date: JUN 27, 2011 Meeting Type: Annual Record Date: APR 22, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Thomas J. Folliard For For Management 1.2 Elect Director Rakesh Gangwal For For Management 1.3 Elect Director Shira Goodman For For Management 1.4 Elect Director W. Robert Grafton For For Management 1.5 Elect Director Edgar H. Grubb For For Management 1.6 Elect Director Mitchell D. Steenrod For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- CENTENE CORPORATION Ticker: CNC Security ID: 15135B101 Meeting Date: APR 26, 2011 Meeting Type: Annual Record Date: FEB 25, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael F. Neidorff For For Management 1.2 Elect Director Richard A. Gephardt For For Management 1.3 Elect Director John R. Roberts For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Other Business None None Management -------------------------------------------------------------------------------- CHIPOTLE MEXICAN GRILL, INC. Ticker: CMG Security ID: 169656105 Meeting Date: MAY 25, 2011 Meeting Type: Annual Record Date: MAR 30, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John S. Charlesworth For For Management 1.2 Elect Director Montgomery F. Moran For For Management 2 Approve Omnibus Stock Plan For For Management 3 Approve Qualified Employee Stock For For Management Purchase Plan 4 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 5 Advisory Vote on Say on Pay Frequency Three One Year Management Years 6 Ratify Auditors For For Management -------------------------------------------------------------------------------- CONCHO RESOURCES INC. Ticker: CXO Security ID: 20605P101 Meeting Date: JUN 02, 2011 Meeting Type: Annual Record Date: APR 18, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Timothy A. Leach For For Management 1.2 Elect Director William H. Easter III For For Management 1.3 Elect Director W. Howard Keenan, Jr. For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 4 Advisory Vote on Say on Pay Frequency Three One Year Management Years -------------------------------------------------------------------------------- CONCUR TECHNOLOGIES, INC. Ticker: CNQR Security ID: 206708109 Meeting Date: MAR 15, 2011 Meeting Type: Annual Record Date: JAN 19, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jeffrey T. McCabe For For Management 1.2 Elect Director Edward P. Gilligan For For Management 1.3 Elect Director Rajeev Singh 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 5 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 6 Advisory Vote on Say on Pay Frequency Three One Year Management Years -------------------------------------------------------------------------------- CYBERSOURCE CORPORATION Ticker: CYBS Security ID: 23251J106 Meeting Date: JUL 20, 2010 Meeting Type: Special Record Date: JUN 04, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management 2 Adjourn Meeting For For Management -------------------------------------------------------------------------------- DICK'S SPORTING GOODS, INC. Ticker: DKS Security ID: 253393102 Meeting Date: JUN 02, 2011 Meeting Type: Annual Record Date: APR 06, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Edward W. Stack For For Management 1.2 Elect Director Lawrence J. Schorr For For Management 1.3 Elect Director Jacqualyn A. Fouse For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- DOLLAR TREE, INC. Ticker: DLTR Security ID: 256746108 Meeting Date: JUN 16, 2011 Meeting Type: Annual Record Date: APR 15, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Macon F. Brock, Jr. For For Management 1.2 Elect Director Mary Anne Citrino For For Management 1.3 Elect Director Thomas E. Whiddon For For Management 2 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 3 Advisory Vote on Say on Pay Frequency Three One Year Management Years 4 Approve Omnibus Stock Plan For For Management 5 Ratify Auditors For For Management -------------------------------------------------------------------------------- EXPEDITORS INTERNATIONAL OF WASHINGTON, INC. Ticker: EXPD Security ID: 302130109 Meeting Date: MAY 04, 2011 Meeting Type: Annual Record Date: MAR 07, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Mark A. Emmert For For Management 2 Elect Director R. Jordan Gates For For Management 3 Elect Director Dan P. Kourkoumelis For For Management 4 Elect Director Michael J. Malone For For Management 5 Elect Director John W. Meisenbach For For Management 6 Elect Director Peter J. Rose For For Management 7 Elect Director James L.k. Wang For For Management 8 Elect Director Robert R. Wright For For Management 9 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 10 Advisory Vote on Say on Pay Frequency One Year One Year Management 11 Approve Stock Option Plan For For Management 12 Ratify Auditors For For Management -------------------------------------------------------------------------------- FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC. Ticker: FCS Security ID: 303726103 Meeting Date: MAY 05, 2011 Meeting Type: Annual Record Date: MAR 11, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Charles P. Carinalli For For Management 2 Elect Director Randy W. Carson For For Management 3 Elect Director Anthony Lear For For Management 4 Elect Director Thomas L. Magnanti For For Management 5 Elect Director Kevin J. McGarity For For Management 6 Elect Director Bryan R. Roub For For Management 7 Elect Director Ronald W. Shelly For For Management 8 Elect Director Mark S. Thompson For For Management 9 Amend Omnibus Stock Plan For For Management 10 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 11 Advisory Vote on Say on Pay Frequency One Year One Year Management 12 Ratify Auditors For For Management -------------------------------------------------------------------------------- FMC TECHNOLOGIES, INC. Ticker: FTI Security ID: 30249U101 Meeting Date: MAY 06, 2011 Meeting Type: Annual Record Date: MAR 11, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director C. Maury Devine For For Management 2 Elect Director John T. Gremp For For Management 3 Elect Director Thomas M. Hamilton For For Management 4 Elect Director Richard A. Pattarozzi For For Management 5 Ratify Auditors For For Management 6 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 7 Advisory Vote on Say on Pay Frequency Three One Year Management Years 8 Increase Authorized Common Stock For For Management -------------------------------------------------------------------------------- FORTINET, INC. Ticker: FTNT Security ID: 34959E109 Meeting Date: JUN 23, 2011 Meeting Type: Annual Record Date: APR 26, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John Walecka For For Management 1.2 Elect Director Michael Xie For For Management 2 Ratify Auditors For For Management 3 Approve Qualified Employee Stock For For Management Purchase Plan 4 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 5 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- GARDNER DENVER, INC. Ticker: GDI Security ID: 365558105 Meeting Date: MAY 03, 2011 Meeting Type: Annual Record Date: MAR 04, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Donald G. Barger, Jr. For For Management 1.2 Elect Director Raymond R. Hipp For For Management 1.3 Elect Director David D. Petratis For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 4 Advisory Vote on Say on Pay Frequency Three One Year Management Years -------------------------------------------------------------------------------- GENESEE & WYOMING INC. Ticker: GWR Security ID: 371559105 Meeting Date: MAY 26, 2011 Meeting Type: Annual Record Date: APR 01, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Mortimer B. Fuller III For For Management 1.2 Elect Director John C. Hellmann For For Management 1.3 Elect Director Robert M. Melzer For For Management 2 Amend Omnibus Stock Plan For For Management 3 Increase Authorized Common Stock For For Management 4 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 5 Advisory Vote on Say on Pay Frequency Three One Year Management Years 6 Ratify Auditors For For Management -------------------------------------------------------------------------------- GREEN MOUNTAIN COFFEE ROASTERS, INC. Ticker: GMCR Security ID: 393122106 Meeting Date: MAR 10, 2011 Meeting Type: Annual Record Date: JAN 12, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Lawrence J. Blanford For For Management 1.2 Elect Director Michael J. Mardy For For Management 1.3 Elect Director David E. Moran For For Management 2 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 3 Advisory Vote on Say on Pay Frequency Three One Year Management Years 4 Ratify Auditors For For Management -------------------------------------------------------------------------------- GREENHILL & CO., INC. Ticker: GHL Security ID: 395259104 Meeting Date: APR 20, 2011 Meeting Type: Annual Record Date: MAR 01, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert F. Greenhill For For Management 1.2 Elect Director Scott L. Bok For For Management 1.3 Elect Director John C. Danforth For For Management 1.4 Elect Director Steven F. Goldstone For For Management 1.5 Elect Director Stephen L. Key For For Management 1.6 Elect Director Robert T. Blakely For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 4 Advisory Vote on Say on Pay Frequency Three One Year Management Years -------------------------------------------------------------------------------- HEALTHSPRING, INC. Ticker: HS Security ID: 42224N101 Meeting Date: MAY 26, 2011 Meeting Type: Annual Record Date: APR 06, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John T. Fox For For Management 1.2 Elect Director Robert Z. Hensley For For Management 1.3 Elect Director Russell K. Mayerfeld For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- HEXCEL CORPORATION Ticker: HXL Security ID: 428291108 Meeting Date: MAY 05, 2011 Meeting Type: Annual Record Date: MAR 15, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Joel S. Beckman For For Management 1.2 Elect Director David E. Berges For For Management 1.3 Elect Director Lynn Brubaker For For Management 1.4 Elect Director Jeffrey C. Campbell For For Management 1.5 Elect Director Sandra L. Derickson For For Management 1.6 Elect Director W. Kim Foster For For Management 1.7 Elect Director Thomas A. Gendron For For Management 1.8 Elect Director Jeffrey A. Graves For For Management 1.9 Elect Director David C. Hill For For Management 1.10 Elect Director David L. Pugh For For Management 2 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Approve Executive Incentive Bonus Plan For For Management 5 Ratify Auditors For For Management -------------------------------------------------------------------------------- HITTITE MICROWAVE CORPORATION Ticker: HITT Security ID: 43365Y104 Meeting Date: MAY 05, 2011 Meeting Type: Annual Record Date: MAR 31, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Stephen G. Daly For For Management 1.2 Elect Director Ernest L. Godshalk For For Management 1.3 Elect Director Rick D. Hess For For Management 1.4 Elect Director Adrienne M. Markham For For Management 1.5 Elect Director Brian P. McAloon For For Management 1.6 Elect Director Cosmo S. Trapani For For Management 1.7 Elect Director Franklin Weigold For For Management 2 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify Auditors For For Management -------------------------------------------------------------------------------- HUMAN GENOME SCIENCES, INC. Ticker: HGSI Security ID: 444903108 Meeting Date: MAY 11, 2011 Meeting Type: Annual Record Date: MAR 18, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Richard J. Danzig For For Management 1.2 Elect Director Colin Goddard For For Management 1.3 Elect Director Maxine Gowen For For Management 1.4 Elect Director Tuan Ha-Ngoc For For Management 1.5 Elect Director A. N. 'Jerry' Karabelas For For Management 1.6 Elect Director John L. LaMattina For For Management 1.7 Elect Director Augustine Lawlor For For Management 1.8 Elect Director George J. Morrow For For Management 1.9 Elect Director Gregory Norden For For Management 1.10 Elect Director H. Thomas Watkins For For Management 1.11 Elect Director Robert C. Young For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 5 Advisory Vote on Say on Pay Frequency Three One Year Management Years -------------------------------------------------------------------------------- IBERIABANK CORPORATION Ticker: IBKC Security ID: 450828108 Meeting Date: MAY 06, 2011 Meeting Type: Annual Record Date: MAR 25, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Harry V. Barton, Jr. For For Management 1.2 Elect Director E. Stewart Shea III For For Management 1.3 Elect Director David H. Welch For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 5 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- IDEX CORPORATION Ticker: IEX Security ID: 45167R104 Meeting Date: APR 05, 2011 Meeting Type: Annual Record Date: FEB 23, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Bradley J. Bell For For Management 1.2 Elect Director Lawrence D. Kingsley For For Management 1.3 Elect Director Gregory F. Milzcik For For Management 2 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 3 Advisory Vote on Say on Pay Frequency Three One Year Management Years 4 Ratify Auditors For For Management -------------------------------------------------------------------------------- ILLUMINA, INC. Ticker: ILMN Security ID: 452327109 Meeting Date: MAY 10, 2011 Meeting Type: Annual Record Date: MAR 14, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Daniel M. Bradbury For For Management 1.2 Elect Director Roy A. Whitfield For For Management 1.3 Elect Director Gerald Moller For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- INFORMATICA CORPORATION Ticker: INFA Security ID: 45666Q102 Meeting Date: MAY 26, 2011 Meeting Type: Annual Record Date: APR 01, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Mark A. Bertelsen For For Management 2 Elect Director A. Brooke Seawell For For Management 3 Elect Director Godfrey R. Sullivan For For Management 4 Amend Omnibus Stock Plan For For Management 5 Ratify Auditors For For Management 6 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 7 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- INTERMUNE, INC. Ticker: ITMN Security ID: 45884X103 Meeting Date: MAY 10, 2011 Meeting Type: Annual Record Date: MAR 31, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James I. Healy For For Management 1.2 Elect Director Louis Drapeau For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 5 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- IRONWOOD PHARMACEUTICALS, INC. Ticker: IRWD Security ID: 46333X108 Meeting Date: JUN 09, 2011 Meeting Type: Annual Record Date: APR 20, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Bryan E. Roberts, Ph.D. For For Management 1.2 Elect Director Peter M. Hecht, Ph.D. For For Management 1.3 Elect Director David E. Shaw For For Management 2 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 3 Advisory Vote on Say on Pay Frequency Three One Year Management Years 4 Amend Omnibus Stock Plan For For Management 5 Ratify Auditors For For Management -------------------------------------------------------------------------------- JOY GLOBAL INC. Ticker: JOYG Security ID: 481165108 Meeting Date: MAR 08, 2011 Meeting Type: Annual Record Date: JAN 07, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Steven L. Gerard For For Management 1.2 Elect Director John Nils Hanson For For Management 1.3 Elect Director Ken C. Johnsen 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 Executive For For Management Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Approve Qualified Employee Stock For For Management Purchase Plan -------------------------------------------------------------------------------- KIRBY CORPORATION Ticker: KEX Security ID: 497266106 Meeting Date: APR 26, 2011 Meeting Type: Annual Record Date: MAR 01, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director David L. Lemmon For For Management 2 Elect Director George A. Peterkin, Jr. For For Management 3 Elect Director Richard R. Stewart For For Management 4 Ratify Auditors For For Management 5 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 6 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- KNIGHT TRANSPORTATION, INC. Ticker: KNX Security ID: 499064103 Meeting Date: MAY 19, 2011 Meeting Type: Annual Record Date: MAR 31, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Donald A. Bliss For For Management 1.2 Elect Director Richard J. Lehmann For For Management 2 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 3 Advisory Vote on Say on Pay Frequency Three One Year Management Years 4 Ratify Auditors For For Management -------------------------------------------------------------------------------- LAMAR ADVERTISING COMPANY Ticker: LAMR Security ID: 512815101 Meeting Date: MAY 26, 2011 Meeting Type: Annual Record Date: APR 01, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John Maxwell Hamilton For For Management 1.2 Elect Director John E. Koerner, III For For Management 1.3 Elect Director Stephen P. Mumblow For For Management 1.4 Elect Director Thomas V. Reifenheiser For For Management 1.5 Elect Director Anna Reilly For For Management 1.6 Elect Director Kevin P. Reilly, Jr. For For Management 1.7 Elect Director Wendell Reilly For For Management 2 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 3 Advisory Vote on Say on Pay Frequency Three One Year Management Years 4 Ratify Auditors For For Management -------------------------------------------------------------------------------- LAZARD LTD Ticker: LAZ Security ID: G54050102 Meeting Date: APR 26, 2011 Meeting Type: Annual Record Date: MAR 04, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Kenneth M. Jacobs as Director For For Management 1.2 Elect Philip A. Laskawy as Director For For Management 1.3 Elect Michael J. Turner as Director For For Management 2 Approve Deloitte & Touche LLP as For For Management Auditors and Authorize Board to Fix Their Remuneration Auditors 3 Advisory Vote to Ratify Named Executive For Against Management Officers' Compensation 4 Advisory Vote on Say on Pay Frequency Three One Year Management Years -------------------------------------------------------------------------------- LIFE TIME FITNESS, INC. Ticker: LTM Security ID: 53217R207 Meeting Date: APR 21, 2011 Meeting Type: Annual Record Date: FEB 28, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Bahram Akradi For For Management 1.2 Elect Director Giles H. Bateman For For Management 1.3 Elect Director Jack W. Eugster For For Management 1.4 Elect Director Guy C. Jackson For For Management 1.5 Elect Director John K. Lloyd For For Management 1.6 Elect Director Martha A. Morfitt For For Management 1.7 Elect Director John B. Richards For For Management 1.8 Elect Director Joseph S. Vassalluzzo For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management 4 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 5 Advisory Vote on Say on Pay Frequency Three One Year Management Years -------------------------------------------------------------------------------- LINCOLN ELECTRIC HOLDINGS, INC. Ticker: LECO Security ID: 533900106 Meeting Date: APR 29, 2011 Meeting Type: Annual Record Date: MAR 02, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director David H. Gunning For For Management 1.2 Elect Director G. Russell Lincoln For For Management 1.3 Elect Director Christopher L. Mapes For For Management 1.4 Elect Director Hellene S. Runtagh For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Amend Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- LKQ CORPORATION Ticker: LKQX Security ID: 501889208 Meeting Date: MAY 02, 2011 Meeting Type: Annual Record Date: MAR 07, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director A. Clinton Allen For For Management 1.2 Elect Director Victor M. Casini For For Management 1.3 Elect Director Robert M. Devlin For Withhold Management 1.4 Elect Director Donald F. Flynn For For Management 1.5 Elect Director Kevin F. Flynn For For Management 1.6 Elect Director Ronald G. Foster For For Management 1.7 Elect Director Joseph M. Holsten For For Management 1.8 Elect Director Paul M. Meister For For Management 1.9 Elect Director John F. O'Brien For For Management 1.10 Elect Director William M. Webster, IV For For Management 2 Ratify Auditors For For Management 3 Approve Executive Incentive Bonus Plan For For Management 4 Amend Executive Incentive Bonus Plan For For Management 5 Amend Omnibus Stock Plan For For Management 6 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 7 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- MAGELLAN HEALTH SERVICES, INC. Ticker: MGLN Security ID: 559079207 Meeting Date: MAY 18, 2011 Meeting Type: Annual Record Date: MAR 31, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William J. McBride For For Management 1.2 Elect Director Robert M. Le Blanc For For Management 1.3 Elect Director William D. Forrest For For Management 1.4 Elect Director Barry M. Smith For For Management 2 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 3 Advisory Vote on Say on Pay Frequency Three One Year Management Years 4 Approve Omnibus Stock Plan For For Management 5 Approve Qualified Employee Stock For For Management Purchase Plan 6 Ratify Auditors For For Management -------------------------------------------------------------------------------- MANPOWER GROUP Ticker: MAN Security ID: 56418H100 Meeting Date: MAY 03, 2011 Meeting Type: Annual Record Date: FEB 22, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Cari M. Dominguez For For Management 1.2 Elect Director Roberto Mendoza For For Management 1.3 Elect Director Elizabeth P. Sartain For For Management 1.4 Elect Director Edward J. Zore For For Management 1.5 Elect Director William Downe For For Management 1.6 Elect Director Patricia A. Hemingway For For Management Hall 2 Ratify Auditors For For Management 3 Approve Executive Incentive Bonus Plan For For Management 4 Approve Omnibus Stock Plan For For Management 5 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 6 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- MICROS SYSTEMS, INC. Ticker: MCRS Security ID: 594901100 Meeting Date: NOV 19, 2010 Meeting Type: Annual Record Date: SEP 27, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Louis M. Brown, Jr. For For Management 1.2 Elect Director B. Gary Dando For For Management 1.3 Elect Director A.L. Giannopoulos For For Management 1.4 Elect Director F. Suzanne Jenniches For For Management 1.5 Elect Director John G. Puente For For Management 1.6 Elect Director Dwight S. Taylor For For Management 2 Ratify Auditors For For Management 3 Amend Stock Option Plan For For Management -------------------------------------------------------------------------------- MSC INDUSTRIAL DIRECT CO., INC. Ticker: MSM Security ID: 553530106 Meeting Date: JAN 13, 2011 Meeting Type: Annual Record Date: NOV 24, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Mitchell Jacobson For For Management 1.2 Elect Director David Sandler For For Management 1.3 Elect Director Charles Boehlke For For Management 1.4 Elect Director Jonathan Byrnes For For Management 1.5 Elect Director Roger Fradin For For Management 1.6 Elect Director Erik Gershwind For For Management 1.7 Elect Director Louise Goeser For For Management 1.8 Elect Director Denis Kelly For For Management 1.9 Elect Director Philip Peller For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- NATIONAL CINEMEDIA, INC. Ticker: NCMI Security ID: 635309107 Meeting Date: APR 26, 2011 Meeting Type: Annual Record Date: MAR 01, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Kurt C. Hall For For Management 1.2 Elect Director Lawrence A. Goodman For For Management 1.3 Elect Director Scott N. Schneider For For Management 2 Approve Executive Incentive Bonus Plan For For Management 3 Increase Authorized Common Stock For For Management 4 Amend Omnibus Stock Plan For For Management 5 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 6 Advisory Vote on Say on Pay Frequency One Year One Year Management 7 Ratify Auditors For For Management -------------------------------------------------------------------------------- NETFLIX, INC. Ticker: NFLX Security ID: 64110L106 Meeting Date: JUN 03, 2011 Meeting Type: Annual Record Date: APR 05, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Reed Hastings For For Management 1.2 Elect Director Jay C. Hoag For For Management 1.3 Elect Director A. George (Skip) Battle For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management 4 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 5 Advisory Vote on Say on Pay Frequency One Year One Year Management 6 Reduce Supermajority Vote Requirement Against For Shareholder -------------------------------------------------------------------------------- NETLOGIC MICROSYSTEMS, INC. Ticker: NETL Security ID: 64118B100 Meeting Date: MAY 20, 2011 Meeting Type: Annual Record Date: MAR 31, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ronald Jankov For For Management 1.2 Elect Director Norman Godinho For For Management 1.3 Elect Director Marvin Burkett For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 4 Advisory Vote on Say on Pay Frequency Three One Year Management Years 5 Require a Majority Vote for the Against For Shareholder Election of Directors -------------------------------------------------------------------------------- NXSTAGE MEDICAL, INC. Ticker: NXTM Security ID: 67072V103 Meeting Date: MAY 26, 2011 Meeting Type: Annual Record Date: MAR 31, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jeffrey H. Burbank For For Management 1.2 Elect Director Philippe O. Chambon For For Management 1.3 Elect Director Daniel A. Giannini For For Management 1.4 Elect Director Nancy J. Ham For For Management 1.5 Elect Director Earl R. Lewis For For Management 1.6 Elect Director Craig W. Moore For For Management 1.7 Elect Director Reid S. Perper For For Management 1.8 Elect Director David S. Utterberg For For Management 2 Amend Omnibus Stock Plan For For Management 3 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Ratify Auditors For For Management -------------------------------------------------------------------------------- OCEANEERING INTERNATIONAL, INC. Ticker: OII Security ID: 675232102 Meeting Date: MAY 06, 2011 Meeting Type: Annual Record Date: MAR 18, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director T. Jay Collins For For Management 1.2 Elect Director D. Michael Hughes For For Management 2 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify Auditors For For Management -------------------------------------------------------------------------------- OIL STATES INTERNATIONAL, INC. Ticker: OIS Security ID: 678026105 Meeting Date: MAY 17, 2011 Meeting Type: Annual Record Date: MAR 31, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Christopher T. Seaver For For Management 1.2 Elect Director Douglas E. Swanson For For Management 1.3 Elect Director Cindy B. Taylor For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- ON SEMICONDUCTOR CORPORATION Ticker: ONNN Security ID: 682189105 Meeting Date: MAY 11, 2011 Meeting Type: Annual Record Date: MAR 29, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Keith D. Jackson For For Management 1.2 Elect Director Phillip D. Hester For For Management 2 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify Auditors For For Management -------------------------------------------------------------------------------- ORIENT-EXPRESS HOTELS LTD. Ticker: OEH Security ID: G67743107 Meeting Date: JUN 09, 2011 Meeting Type: Annual Record Date: APR 19, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Harsha V. Agadi For For Management 1.2 Elect Director John D. Campbell For Withhold Management 1.3 Elect Director Mitchell C. Hochberg For Withhold Management 1.4 Elect Director Prudence M. Leith For Withhold Management 1.5 Elect Director J. Robert Lovejoy For Withhold Management 1.6 Elect Director Philip R. Mengel For For Management 1.7 Elect Director Georg R. Rafael For Withhold Management 1.8 Elect Director Paul M. White For For Management 2 Increase Authorized Common Stock For For Management 3 Approve Deloitte Llp as Auditors and For For Management Authorize Board to Fix Their Remuneration -------------------------------------------------------------------------------- PANERA BREAD COMPANY Ticker: PNRA Security ID: 69840W108 Meeting Date: MAY 19, 2011 Meeting Type: Annual Record Date: APR 05, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ronald M. Shaich For For Management 1.2 Elect Director Fred K. Foulkes For For Management 2 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Increase Authorized Common Stock For For Management 5 Ratify Auditors For For Management -------------------------------------------------------------------------------- PHARMASSET, INC. Ticker: VRUS Security ID: 71715N106 Meeting Date: MAR 23, 2011 Meeting Type: Annual Record Date: JAN 26, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William J. Carney For For Management 1.2 Elect Director P. Schaefer Price For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 5 Advisory Vote on Say on Pay Frequency Three One Year Management Years -------------------------------------------------------------------------------- POLYCOM, INC. Ticker: PLCM Security ID: 73172K104 Meeting Date: MAY 26, 2011 Meeting Type: Annual Record Date: APR 01, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Andrew M. Miller For For Management 1.2 Elect Director Betsy S. Atkins For For Management 1.3 Elect Director David G. Dewalt For For Management 1.4 Elect Director John A. Kelley, Jr. For For Management 1.5 Elect Director D. Scott Mercer For For Management 1.6 Elect Director William A. Owens For For Management 1.7 Elect Director Kevin T. Parker For For Management 2 Increase Authorized Common Stock For For Management 3 Approve Omnibus Stock Plan For For Management 4 Amend Qualified Employee Stock Purchase For For Management Plan 5 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 6 Advisory Vote on Say on Pay Frequency Three One Year Management Years 7 Ratify Auditors For For Management -------------------------------------------------------------------------------- RANGE RESOURCES CORPORATION Ticker: RRC Security ID: 75281A109 Meeting Date: MAY 18, 2011 Meeting Type: Annual Record Date: MAR 25, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Charles L. Blackburn For For Management 2 Elect Director Anthony V. Dub For For Management 3 Elect Director V. Richard Eales For For Management 4 Elect Director Allen Finkelson For For Management 5 Elect Director James M. Funk For For Management 6 Elect Director Jonathan S. Linker For For Management 7 Elect Director Kevin S. McCarthy For For Management 8 Elect Director John H. Pinkerton For For Management 9 Elect Director Jeffrey L. Ventura For For Management 10 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 11 Advisory Vote on Say on Pay Frequency Three One Year Management Years 12 Amend Omnibus Stock Plan For For Management 13 Ratify Auditors For For Management -------------------------------------------------------------------------------- RED HAT, INC. Ticker: RHT Security ID: 756577102 Meeting Date: AUG 12, 2010 Meeting Type: Annual Record Date: JUN 16, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Jeffrey J. Clarke For For Management 2 Elect Director H. Hugh Shelton For For Management 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- RESMED INC. Ticker: RMD Security ID: 761152107 Meeting Date: NOV 11, 2010 Meeting Type: Annual Record Date: SEP 14, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Kieran Gallahue For For Management 2 Elect Director Michael Quinn For For Management 3 Elect Director Richard Sulpizio For For Management 4 Increase Limit of Annual Aggregate Fees For For Management to Non-Executive Directors 5 Increase Authorized Common Stock For For Management 6 Ratify Auditors For For Management -------------------------------------------------------------------------------- RIVERBED TECHNOLOGY, INC. Ticker: RVBD Security ID: 768573107 Meeting Date: JUN 01, 2011 Meeting Type: Annual Record Date: APR 11, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Michael R. Kourey For For Management 2 Elect Director Mark S. Lewis For For Management 3 Elect Director Steven McCanne For For Management 4 Ratify Auditors For For Management 5 Advisory Vote to Ratify Named Executive For Against Management Officers' Compensation 6 Advisory Vote on Say on Pay Frequency Three One Year Management Years -------------------------------------------------------------------------------- ROBERT HALF INTERNATIONAL INC. Ticker: RHI Security ID: 770323103 Meeting Date: MAY 04, 2011 Meeting Type: Annual Record Date: MAR 09, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Andrew S. Berwick, Jr. For For Management 1.2 Elect Director Edward W. Gibbons For For Management 1.3 Elect Director Harold M. Messmer, Jr. For For Management 1.4 Elect Director Barbara J. Novogradac For For Management 1.5 Elect Director Robert J. Pace For For Management 1.6 Elect Director Frederick A. Richman For For Management 1.7 Elect Director M. Keith Waddell For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 5 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- SALIX PHARMACEUTICALS, LTD. Ticker: SLXP Security ID: 795435106 Meeting Date: JUN 16, 2011 Meeting Type: Annual Record Date: APR 20, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John F. Chappell For For Management 1.2 Elect Director Thomas W. D'Alonzo For For Management 1.3 Elect Director Richard A. Franco, Sr. For For Management 1.4 Elect Director William P. Keane For For Management 1.5 Elect Director Carolyn J. Logan For For Management 1.6 Elect Director Mark A. Sirgo For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- SIMPSON MANUFACTURING CO., INC. Ticker: SSD Security ID: 829073105 Meeting Date: APR 26, 2011 Meeting Type: Annual Record Date: MAR 01, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Earl F. Cheit For For Management 1.2 Elect Director Thomas J. Fitzayers For For Management 1.3 Elect Director Barry Lawson Williams For For Management 2 Approve Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management 4 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 5 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- SIRONA DENTAL SYSTEMS, INC Ticker: SIRO Security ID: 82966C103 Meeting Date: FEB 23, 2011 Meeting Type: Annual Record Date: DEC 27, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William K. Hood For For Management 1.2 Elect Director Thomas Jetter For For Management 1.3 Elect Director Harry M. Jansen Kraemer, For For Management Jr. 1.4 Elect Director Jeffrey T. Slovin For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 4 Advisory Vote on Say on Pay Frequency Three One Year Management Years -------------------------------------------------------------------------------- SKYWORKS SOLUTIONS, INC. Ticker: SWKS Security ID: 83088M102 Meeting Date: MAY 11, 2011 Meeting Type: Annual Record Date: MAR 23, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Declassify the Board of Directors For For Management 2.1 Elect Director David J. McLachlan For For Management 2.2 Elect Director David J. Aldrich For For Management 2.3 Elect Director Kevin L. Beebe For For Management 2.4 Elect Director Moiz M. Beguwala For For Management 2.5 Elect Director Timothy R. Furey For For Management 2.6 Elect Director Balakrishnan S. Iyer For For Management 2.7 Elect Director Thomas C. Leonard For For Management 2.8 Elect Director David P. McGlade For For Management 2.9 Elect Director Robert A. Schriesheim For For Management 3.1 Elect Director David J. Aldrich For For Management 3.2 Elect Director Moiz M. Beguwala For For Management 3.3 Elect Director David P. McGlade For For Management 4 Amend Omnibus Stock Plan For For Management 5 Amend Non-Employee Director Omnibus For For Management Stock Plan 6 Amend Qualified Employee Stock Purchase For For Management Plan 7 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 8 Advisory Vote on Say on Pay Frequency Three One Year Management Years 9 Ratify Auditors For For Management -------------------------------------------------------------------------------- SM ENERGY CO. Ticker: SM Security ID: 78454L100 Meeting Date: MAY 25, 2011 Meeting Type: Annual Record Date: MAR 28, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Barbara M. Baumann For For Management 2 Elect Director Anthony J. Best For For Management 3 Elect Director Larry W. Bickle For For Management 4 Elect Director Stephen R. Brand For For Management 5 Elect Director William J. Gardiner For For Management 6 Elect Director Julio M. Quintana For For Management 7 Elect Director John M. Seidl For For Management 8 Elect Director William D. Sullivan For For Management 9 Ratify Auditors For For Management 10 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 11 Advisory Vote on Say on Pay Frequency Three One Year Management Years -------------------------------------------------------------------------------- SOLUTIA INC. Ticker: SOA Security ID: 834376501 Meeting Date: APR 18, 2011 Meeting Type: Annual Record Date: FEB 24, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William T. Monahan For For Management 1.2 Elect Director Robert A. Peiser For For Management 1.3 Elect Director Jeffry N. Quinn For For Management 2 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify Auditors For For Management -------------------------------------------------------------------------------- STIFEL FINANCIAL CORP. Ticker: SF Security ID: 860630102 Meeting Date: JUN 27, 2011 Meeting Type: Annual Record Date: APR 06, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Bruce A. Beda For For Management 1.2 Elect Director Frederick O. Hanser For For Management 1.3 Elect Director Ronald J. Kruszewski For For Management 1.4 Elect Director Thomas P. Mulroy For For Management 1.5 Elect Director Thomas W. Weisel For For Management 1.6 Elect Director Kelvin R. Westbrook For For Management 1.7 Elect Director Alton F. Irby III For For Management 1.8 Elect Director Michael W. Brown For For Management 1.9 Elect Director Robert E. Grady For For Management 2 Amend Omnibus Stock Plan For For Management 3 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 4 Advisory Vote on Say on Pay Frequency Three One Year Management Years 5 Ratify Auditors For For Management -------------------------------------------------------------------------------- SUCCESSFACTORS, INC. Ticker: SFSF Security ID: 864596101 Meeting Date: JUN 03, 2011 Meeting Type: Annual Record Date: APR 12, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director William H. Harris, Jr. For For Management 2 Elect Director William E. McGlashan, For For Management Jr. 3 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Ratify Auditors For For Management -------------------------------------------------------------------------------- SXC HEALTH SOLUTIONS CORP. Ticker: SXC Security ID: 78505P100 Meeting Date: MAY 11, 2011 Meeting Type: Annual/Special Record Date: MAR 16, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Mark Thierer For For Management 1.2 Elect Director Steven D. Cosler For For Management 1.3 Elect Director Terrence Burke For For Management 1.4 Elect Director William J. Davis For For Management 1.5 Elect Director Philip R. Reddon For For Management 1.6 Elect Director Curtis J. Thorne For For Management 1.7 Elect Director Anthony R. Masso For For Management 2 Amend Quorum Requirements For For Management 3 Amend Omnibus Stock Plan For For Management 4 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 5 Advisory Vote on Say on Pay Frequency Three One Year Management Years 6 Approve KPMG US as Auditors and For For Management Authorize Board to Fix Their Remuneration -------------------------------------------------------------------------------- TEMPUR-PEDIC INTERNATIONAL INC. Ticker: TPX Security ID: 88023U101 Meeting Date: APR 26, 2011 Meeting Type: Annual Record Date: MAR 04, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Evelyn S. Dilsaver For For Management 2 Elect Director Frank Doyle For For Management 3 Elect Director John A. Heil For For Management 4 Elect Director Peter K. Hoffman For For Management 5 Elect Director Paul Judge For For Management 6 Elect Director Nancy F. Koehn For For Management 7 Elect Director Christopher A. Masto For For Management 8 Elect Director P. Andrews Mclane For For Management 9 Elect Director Mark Sarvary For For Management 10 Elect Director Robert B. Trussell, Jr. For For Management 11 Ratify Auditors For For Management 12 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 13 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- TERADYNE, INC. Ticker: TER Security ID: 880770102 Meeting Date: MAY 24, 2011 Meeting Type: Annual Record Date: APR 01, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director James W. Bagley For For Management 2 Elect Director Michael A. Bradley For For Management 3 Elect Director Albert Carnesale For For Management 4 Elect Director Daniel W. Christman For For Management 5 Elect Director Edwin J. Gillis For For Management 6 Elect Director Timothy E. Guertin For For Management 7 Elect Director Paul J. Tufano For For Management 8 Elect Director Roy A. Vallee For For Management 9 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 10 Advisory Vote on Say on Pay Frequency Three One Year Management Years 11 Amend Omnibus Stock Plan For For Management 12 Ratify Auditors For For Management -------------------------------------------------------------------------------- THE MIDDLEBY CORPORATION Ticker: MIDD Security ID: 596278101 Meeting Date: MAY 11, 2011 Meeting Type: Annual Record Date: MAR 18, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Selim A. Bassoul For For Management 2 Elect Director Robert B. Lamb For For Management 3 Elect Director Ryan Levenson For For Management 4 Elect Director John R. Miller III For For Management 5 Elect Director Gordon O'Brien For For Management 6 Elect Director Philip G. Putnam For For Management 7 Elect Director Sabin C. Streeter For For Management 8 Approve Omnibus Stock Plan For For Management 9 Approve Executive Incentive Bonus Plan For For Management 10 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 11 Advisory Vote on Say on Pay Frequency Three One Year Management Years 12 Ratify Auditors For For Management -------------------------------------------------------------------------------- TIBCO SOFTWARE INC. Ticker: TIBX Security ID: 88632Q103 Meeting Date: APR 14, 2011 Meeting Type: Annual Record Date: FEB 14, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Vivek Y. Ranadive For For Management 1.2 Elect Director Nanci E.Caldwell For For Management 1.3 Elect Director Eric C.W. Dunn For For Management 1.4 Elect Director Narendra K. Gupta For For Management 1.5 Elect Director Peter J. Job For For Management 1.6 Elect Director Philip K. Wood For For Management 2 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify Auditors For For Management -------------------------------------------------------------------------------- ULTA SALON, COSMETICS & FRAGRANCE, INC. Ticker: ULTA Security ID: 90384S303 Meeting Date: JUN 02, 2011 Meeting Type: Annual Record Date: APR 11, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Dennis K. Eck For For Management 1.2 Elect Director Charles J. Philippin For For Management 1.3 Elect Director Kenneth T. Stevens For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 4 Advisory Vote on Say on Pay Frequency Three One Year Management Years 5 Approve Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- UNITED RENTALS, INC. Ticker: URI Security ID: 911363109 Meeting Date: MAY 11, 2011 Meeting Type: Annual Record Date: MAR 15, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Jenne K. Britell For For Management 2 Elect Director Jose B. Alvarez For For Management 3 Elect Director Howard L. Clark, Jr. For For Management 4 Elect Director Bobby J. Griffin For For Management 5 Elect Director Michael J. Kneeland For For Management 6 Elect Director Singleton B. McAllister For For Management 7 Elect Director Brian D. McAuley For For Management 8 Elect Director John S. McKinney For For Management 9 Elect Director Jason D. Papastavrou For For Management 10 Elect Director Filippo Passerini For For Management 11 Elect Director Keith Wimbush For For Management 12 Ratify Auditors For For Management 13 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 14 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- UNITED THERAPEUTICS CORPORATION Ticker: UTHR Security ID: 91307C102 Meeting Date: JUN 29, 2011 Meeting Type: Annual Record Date: APR 30, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Raymond Dwek For For Management 1.2 Elect Director Roger Jeffs For For Management 1.3 Elect Director Christopher Patusky For For Management 1.4 Elect Director Tommy Thompson For For Management 2 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify Auditors For For Management -------------------------------------------------------------------------------- UNIVERSAL DISPLAY CORPORATION Ticker: PANL Security ID: 91347P105 Meeting Date: JUN 23, 2011 Meeting Type: Annual Record Date: APR 07, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Steven V. Abramson For For Management 1.2 Elect Director Leonard Becker For For Management 1.3 Elect Director Elizabeth H. Gemmill For For Management 1.4 Elect Director C. Keith Hartley For For Management 1.5 Elect Director Lawrence Lacerte For For Management 1.6 Elect Director Sidney D. Rosenblatt For For Management 1.7 Elect Director Sherwin I. Seligsohn For For Management 2 Amend Omnibus Stock Plan For For Management 3 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 4 Advisory Vote on Say on Pay Frequency Three One Year Management Years 5 Ratify Auditors For For Management -------------------------------------------------------------------------------- VALMONT INDUSTRIES, INC. Ticker: VMI Security ID: 920253101 Meeting Date: APR 26, 2011 Meeting Type: Annual Record Date: MAR 01, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Mogens C. Bay For For Management 1.2 Elect Director Walter Scott, Jr. For For Management 1.3 Elect Director Clark T. Randt, Jr. For For Management 2 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify Auditors For For Management -------------------------------------------------------------------------------- VERIFONE SYSTEMS, INC. Ticker: PAY Security ID: 92342Y109 Meeting Date: JUN 29, 2011 Meeting Type: Annual Record Date: MAY 06, 2011 # 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 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 Charles R. Rinehart For For Management 1.9 Elect Director Jeffrey E. Stiefler For For Management 2 Amend Omnibus Stock Plan For For Management 3 Amend Executive Incentive Bonus Plan For For Management 4 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 5 Advisory Vote on Say on Pay Frequency One Year One Year Management 6 Ratify Auditors For For Management -------------------------------------------------------------------------------- VOLCANO CORPORATION Ticker: VOLC Security ID: 928645100 Meeting Date: MAY 02, 2011 Meeting Type: Annual Record Date: MAR 04, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael J. Coyle For For Management 1.2 Elect Director Roy T. Tanaka For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 5 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- WYNDHAM WORLDWIDE CORPORATION Ticker: WYN Security ID: 98310W108 Meeting Date: MAY 12, 2011 Meeting Type: Annual Record Date: MAR 17, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James E. Buckman For For Management 1.2 Elect Director George Herrera For For Management 2 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify Auditors For For Management 5 Declassify the Board of Directors Against For Shareholder ========== 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 Small/Mid Cap Growth Fund, Inc. By: Robert M. Keith* ----------------------- Chief Executive Officer Date: August 30, 2011 *By: /s/ Emilie D. Wrapp -------------------- Emilie D. Wrapp Secretary