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: 811-07916 AllianceBernstein Equity Income 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 901 K Street, N.W. Washington, D.C. 20001 Date of fiscal year end: November 30 Date of reporting period: July 1, 2011 - June 30, 2012 Item 1. Proxy Voting Record. ******************************* FORM N-PX REPORT ******************************* ICA File Number: 811-07916 Reporting Period: 07/01/2011 - 06/30/2012 AllianceBernstein Equity Income Fund, Inc. ================== AllianceBernstein Equity Income Fund, Inc. ================== ABBOTT LABORATORIES Ticker: ABT Security ID: 002824100 Meeting Date: APR 27, 2012 Meeting Type: Annual Record Date: FEB 29, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert J. Alpern For For Management 1.2 Elect Director Roxanne S. Austin For For Management 1.3 Elect Director Sally E. Blount For For Management 1.4 Elect Director W. James Farrell For For Management 1.5 Elect Director Edward M. Liddy For For Management 1.6 Elect Director Nancy McKinstry For For Management 1.7 Elect Director Phebe N. Novakovic For For Management 1.8 Elect Director William A. Osborn For For Management 1.9 Elect Director Samuel C. Scott, III For For Management 1.10 Elect Director Glenn F. Tilton For For Management 1.11 Elect Director Miles D. White For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Report on Research Animal Care and Against For Shareholder Promotion of Testing Alternatives 5 Report on Lobbying Payments and Policy Against For Shareholder 6 Require Independent Board Chairman Against Against Shareholder 7 Adopt Anti Gross-up Policy Against Against Shareholder 8 Stock Retention/Holding Period Against Against Shareholder 9 Cease Compliance Adjustments to Against Against Shareholder Performance Criteria 10 Pro-rata Vesting of Equity Plans Against For Shareholder -------------------------------------------------------------------------------- ACCENTURE PLC Ticker: CSA Security ID: G1151C101 Meeting Date: FEB 09, 2012 Meeting Type: Annual Record Date: DEC 12, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Reelect Dina Dublon as a Director For For Management 3 Reelect William D. Green as a Director For For Management 4 Reelect Nobuyuki Idei as a Director For For Management 5 Reelect Marjorie Magner as a Director For For Management 6 Approve Auditors and Authorize Board For For Management to Fix Their Remuneration 7 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 8 Declassify the Board of Directors For For Management 9 Authorize the Holding of the 2013 AGM For For Management at a Location Outside Ireland 10 Authorize Open-Market Purchases of For For Management Class A Ordinary Shares 11 Determine the Price Range at which For For Management Accenture Plc can Re-issue Shares that it Acquires as Treasury Stock -------------------------------------------------------------------------------- AETNA INC. Ticker: AET Security ID: 00817Y108 Meeting Date: MAY 18, 2012 Meeting Type: Annual Record Date: MAR 16, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Fernando Aguirre For For Management 2 Elect Director Mark T. Bertolini For For Management 3 Elect Director Frank M. Clark For For Management 4 Elect Director Betsy Z. Cohen For For Management 5 Elect Director Molly J. Coye For For Management 6 Elect Director Roger N. Farah For For Management 7 Elect Director Barbara Hackman Franklin For For Management 8 Elect Director Jeffrey E. Garten For For Management 9 Elect Director Ellen M. Hancock For For Management 10 Elect Director Richard J. Harrington For For Management 11 Elect Director Edward J. Ludwig For For Management 12 Elect Director Joseph P. Newhouse For For Management 13 Ratify Auditors For For Management 14 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 15 Provide for Cumulative Voting Against Against Shareholder 16 Report on Political Contributions Against For Shareholder -------------------------------------------------------------------------------- ALTRIA GROUP, INC. Ticker: MO Security ID: 02209S103 Meeting Date: MAY 17, 2012 Meeting Type: Annual Record Date: MAR 26, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Elizabeth E. Bailey For For Management 2 Elect Director Gerald L. Baliles For For Management 3 Elect Director Martin J. Barrington For For Management 4 Elect Director John T. Casteen III For For Management 5 Elect Director Dinyar S. Devitre For For Management 6 Elect Director Thomas F. Farrell II For For Management 7 Elect Director Thomas W. Jones For For Management 8 Elect Director W. Leo Kiely III For For Management 9 Elect Director Kathryn B. McQuade For For Management 10 Elect Director George Munoz For For Management 11 Elect Director Nabil Y. Sakkab For For Management 12 Ratify Auditors For For Management 13 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 14 Report on Lobbying Payments and Policy Against For Shareholder -------------------------------------------------------------------------------- AMERICAN ELECTRIC POWER COMPANY, INC. Ticker: AEP Security ID: 025537101 Meeting Date: APR 24, 2012 Meeting Type: Annual Record Date: FEB 27, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Nicholas K. Akins For For Management 2 Elect Director David J. Anderson For For Management 3 Elect Director James F. Cordes For For Management 4 Elect Director Ralph D. Crosby, Jr. For For Management 5 Elect Director Linda A. Goodspeed For For Management 6 Elect Director Thomas E. Hoaglin For For Management 7 Elect Director Michael G. Morris For For Management 8 Elect Director Richard C. Notebaert For For Management 9 Elect Director Lionel L. Nowell, III For For Management 10 Elect Director Richard L. Sandor For For Management 11 Elect Director Sara Martinez Tucker For For Management 12 Elect Director John F. Turner For For Management 13 Approve Executive Incentive Bonus Plan For For Management 14 Ratify Auditors For For Management 15 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- APPLE INC. Ticker: AAPL Security ID: 037833100 Meeting Date: FEB 23, 2012 Meeting Type: Annual Record Date: DEC 27, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William V. Campbell For For Management 1.2 Elect Director Timothy D. Cook For For Management 1.3 Elect Director Millard S. Drexler For For Management 1.4 Elect Director Al Gore For For Management 1.5 Elect Director Robert A. Iger For For Management 1.6 Elect Director Andrea Jung For For Management 1.7 Elect Director Arthur D. Levinson For For Management 1.8 Elect Director Ronald D. Sugar For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Prepare Conflict of Interest Report Against Against Shareholder 5 Advisory Vote to Ratify Directors' Against Against Shareholder Compensation 6 Report on Political Contributions Against Against Shareholder 7 Require a Majority Vote for the Against For Shareholder Election of Directors -------------------------------------------------------------------------------- APPLIED MATERIALS, INC. Ticker: AMAT Security ID: 038222105 Meeting Date: MAR 06, 2012 Meeting Type: Annual Record Date: JAN 11, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Aart J. de Geus For For Management 2 Elect Director Stephen R. Forrest For For Management 3 Elect Director Thomas J. Iannotti For For Management 4 Elect Director Susan M. James For For Management 5 Elect Director Alexander A. Karsner For For Management 6 Elect Director Gerhard H. Parker For For Management 7 Elect Director Dennis D. Powell For For Management 8 Elect Director Willem P. Roelandts For For Management 9 Elect Director James E. Rogers For For Management 10 Elect Director Michael R. Splinter For For Management 11 Elect Director Robert H. Swan For For Management 12 Amend Omnibus Stock Plan For For Management 13 Amend Executive Incentive Bonus Plan For For Management 14 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 15 Ratify Auditors For For Management -------------------------------------------------------------------------------- ASTRAZENECA PLC Ticker: AZN Security ID: 046353108 Meeting Date: APR 26, 2012 Meeting Type: Annual Record Date: MAR 16, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Confirm First Interim Dividend; For For Management Confirm as Final Dividend the Second Interim Dividend 3 Reappoint KPMG Audit plc as Auditors For For Management 4 Authorise Board to Fix Remuneration of For For Management Auditors 5(a) Re-elect Louis Schweitzer as Director For For Management 5(b) Re-elect David Brennan as Director For For Management 5(c) Re-elect Simon Lowth as Director For For Management 5(d) Elect Genevieve Berger as Director For For Management 5(e) Re-elect Bruce Burlington as Director For For Management 5(f) Elect Graham Chipchase as Director For For Management 5(g) Re-elect Jean-Philippe Courtois as For For Management Director 5(h) Elect Leif Johansson as Director For For Management 5(i) Re-elect Rudy Markham as Director For For Management 5(j) Re-elect Nancy Rothwell as Director For For Management 5(k) Re-elect Shriti Vadera as Director For For Management 5(l) Re-elect John Varley as Director For For Management 5(m) Re-elect Marcus Wallenberg as Director For For Management 6 Approve Remuneration Report For For Management 7 Authorise EU Political Donations and For For Management Expenditure 8 Authorise Issue of Equity with For For Management Pre-emptive Rights 9 Approve 2012 Savings-Related Share For For Management Option Scheme 10 Authorise Issue of Equity without For For Management Pre-emptive Rights 11 Authorise Market Purchase For For Management 12 Authorise the Company to Call EGM with For For Management Two Weeks' Notice -------------------------------------------------------------------------------- AT&T INC. Ticker: T Security ID: 00206R102 Meeting Date: APR 27, 2012 Meeting Type: Annual Record Date: FEB 28, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Randall L. Stephenson For For Management 2 Elect Director Gilbert F. Amelio For For Management 3 Elect Director Reuben V. Anderson For For Management 4 Elect DirectorJames H. Blanchard For For Management 5 Elect DirectorJaime Chico Pardo For For Management 6 Elect Director James P. Kelly For For Management 7 Elect Director Jon C. Madonna For For Management 8 Elect Director John B. McCoy For For Management 9 Elect Director Joyce M. Roche For For Management 10 Elect Director Matthew K. Rose For For Management 11 Elect Director Laura D'Andrea Tyson For For Management 12 Ratification Of Appointment Of For For Management Independent Auditors. 13 Advisory Vote to Ratify Named For Abstain Management Executive Officers' Compensation 14 Provide Right to Act by Written Consent For For Management 15 Report on Political Contributions Against For Shareholder 16 Commit to Wireless Network Neutrality Against Against Shareholder 17 Require Independent Board Chairman Against Against Shareholder -------------------------------------------------------------------------------- ATMOS ENERGY CORPORATION Ticker: ATO Security ID: 049560105 Meeting Date: FEB 08, 2012 Meeting Type: Annual Record Date: DEC 12, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Kim R. Cocklin For For Management 2 Elect Director Richard W. Douglas For For Management 3 Elect Director Ruben E. Esquivel For For Management 4 Elect Director Richard K. Gordon For For Management 5 Elect Director Thomas C. Meredith For For Management 6 Elect Director Nancy K. Quinn For For Management 7 Elect Director Stephen R. Springer For For Management 8 Elect Director Richard Ware, II For For Management 9 Ratify Auditors For For Management 10 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- BP PLC Ticker: BP. Security ID: 055622104 Meeting Date: APR 12, 2012 Meeting Type: Annual Record Date: MAR 30, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For For Management 3 Re-elect Robert Dudley as Director For For Management 4 Re-elect Iain Conn as Director For For Management 5 Elect Dr Brian Gilvary as Director For For Management 6 Re-elect Dr Byron Grote as Director For For Management 7 Re-elect Paul Anderson as Director For For Management 8 Re-elect Frank Bowman as Director For For Management 9 Re-elect Antony Burgmans as Director For For Management 10 Re-elect Cynthia Carroll as Director For For Management 11 Re-elect George David as Director For For Management 12 Re-elect Ian Davis as Director For For Management 13 Elect Dame Ann Dowling as Director For For Management 14 Re-elect Brendan Nelson as Director For For Management 15 Re-elect Phuthuma Nhleko as Director For For Management 16 Elect Andrew Shilston as Director For For Management 17 Re-elect Carl-Henric Svanberg as For For Management Director 18 Reappoint Ernst & Young LLP as For For Management Auditors and Authorise Their Remuneration 19 Authorise Market Purchase For For Management 20 Authorise Issue of Equity with For For Management Pre-emptive Rights 21 Authorise Issue of Equity without For For Management Pre-emptive Rights 22 Authorise the Company to Call EGM with For For Management Two Weeks' Notice -------------------------------------------------------------------------------- CENTERPOINT ENERGY, INC. Ticker: CNP Security ID: 15189T107 Meeting Date: APR 26, 2012 Meeting Type: Annual Record Date: FEB 27, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Donald R. Campbell For For Management 2 Elect Director Milton Carroll For For Management 3 Elect Director O. Holcombe Crosswell For For Management 4 Elect Director Michael P. Johnson For For Management 5 Elect Director Janiece M. Longoria For For Management 6 Elect Director David M. McClanahan For For Management 7 Elect Director Susan O. Rheney For For Management 8 Elect Director R. A. Walker For For Management 9 Elect Director Peter S. Wareing For For Management 10 Elect Director Sherman M. Wolff For For Management 11 Ratify Auditors For For Management 12 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- CENTURYLINK, INC. Ticker: CTL Security ID: 156700106 Meeting Date: MAY 23, 2012 Meeting Type: Annual Record Date: APR 04, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Declassify the Board of Directors For For Management 2 Increase Authorized Common Stock For For Management 3.1 Elect Director Fred R. Nichols For For Management 3.2 Elect Director Harvey P. Perry For For Management 3.3 Elect Director Laurie A. Siegel For For Management 3.4 Elect Director Joseph R. Zimmel For For Management 4 Ratify Auditors For For Management 5 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 6 Performance-Based and/or Time-Based Against Against Shareholder Equity Awards 7 Adopt Policy on Bonus Banking Against Against Shareholder 8 Report on Political Contributions Against For Shareholder -------------------------------------------------------------------------------- CHEVRON CORPORATION Ticker: CVX Security ID: 166764100 Meeting Date: MAY 30, 2012 Meeting Type: Annual Record Date: APR 04, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Linnet F. Deily For For Management 2 Elect Director Robert E. Denham For For Management 3 Elect Director Chuck Hagel For For Management 4 Elect Director Enrique Hernandez, Jr. For For Management 5 Elect Director George L. Kirkland For For Management 6 Elect Director Charles W. Moorman, IV For For Management 7 Elect Director Kevin W. Sharer For For Management 8 Elect Director John G. Stumpf For For Management 9 Elect Director Ronald D. Sugar For For Management 10 Elect Director Carl Ware For For Management 11 Elect Director John S. Watson For For Management 12 Ratify Auditors For For Management 13 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 14 Remove Exclusive Venue Provision Against Against Shareholder 15 Require Independent Board Chairman Against Against Shareholder 16 Report on Lobbying Payments and Policy Against For Shareholder 17 Adopt Guidelines for Country Selection Against Against Shareholder 18 Report on Hydraulic Fracturing Risks Against For Shareholder to Company 19 Report on Accident Risk Reduction Against For Shareholder Efforts 20 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings 21 Request Director Nominee with Against For Shareholder Environmental Qualifications -------------------------------------------------------------------------------- CISCO SYSTEMS, INC. Ticker: CSCO Security ID: 17275R102 Meeting Date: DEC 07, 2011 Meeting Type: Annual Record Date: OCT 10, 2011 # 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 Arun Sarin For For Management 11 Elect Director Steven M. West For For Management 12 Elect Director Jerry Yang For For Management 13 Amend Omnibus Stock Plan For For Management 14 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 15 Advisory Vote on Say on Pay Frequency One Year One Year Management 16 Ratify Auditors For For Management 17 Amend Bylaws to Establish a Board Against Against Shareholder Committee on Environmental Sustainability 18 Report on Internet Fragmentation Against For Shareholder 19 Stock Retention/Holding Period Against Against Shareholder -------------------------------------------------------------------------------- CIT GROUP INC. Ticker: CIT Security ID: 125581801 Meeting Date: MAY 15, 2012 Meeting Type: Annual Record Date: MAR 19, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director John A. Thain For For Management 2 Elect Director Michael J. Embler For For Management 3 Elect Director William M. Freeman For For Management 4 Elect Director David M. Moffett For For Management 5 Elect Director R. Brad Oates For For Management 6 Elect Director Marianne Miller Parrs For For Management 7 Elect Director Gerald Rosenfeld For For Management 8 Elect Director John R. Ryan For For Management 9 Elect Director Seymour Sternberg For For Management 10 Elect Director Peter J. Tobin For For Management 11 Elect Director Laura S. Unger For For Management 12 Ratify Auditors For For Management 13 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- CITIGROUP INC. Ticker: C Security ID: 172967424 Meeting Date: APR 17, 2012 Meeting Type: Annual Record Date: FEB 21, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Franz B. Humer For For Management 2 Elect Director Robert L. Joss For For Management 3 Elect Director Michael E. O'Neill For For Management 4 Elect Director Vikram S. Pandit For For Management 5 Elect Director Lawrence R. Ricciardi For For Management 6 Elect Director Judith Rodin For For Management 7 Elect Director Robert L. Ryan For For Management 8 Elect Director Anthony M. Santomero For For Management 9 Elect Director Joan E. Spero For For Management 10 Elect Director Diana L. Taylor For For Management 11 Elect Director William S. Thompson, Jr. For For Management 12 Elect Director Ernesto Zedillo Ponce For For Management de Leon 13 Ratify Auditors For For Management 14 Amend Omnibus Stock Plan For For Management 15 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 16 Disclose Prior Government Service Against Against Shareholder 17 Report on Political Contributions and Against For Shareholder Lobbying Expenditures 18 Stock Retention/Holding Period Against Against Shareholder 19 Require Audit Committee Review and Against Against Shareholder Report on Controls Related to Loans, Foreclosure and Securitizations -------------------------------------------------------------------------------- CMS ENERGY CORPORATION Ticker: CMS Security ID: 125896100 Meeting Date: MAY 18, 2012 Meeting Type: Annual Record Date: MAR 23, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Merribel S. Ayres For For Management 2 Elect Director Jon E. Barfield For For Management 3 Elect Director Stephen E. Ewing For For Management 4 Elect Director Richard M. Gabrys For For Management 5 Elect Director David W. Joos For For Management 6 Elect Director Philip R. Lochner, Jr. For For Management 7 Elect Director Michael T. Monahan For For Management 8 Elect Director John G. Russell For For Management 9 Elect Director Kenneth L. Way For For Management 10 Elect Director John B. Yasinsky For For Management 11 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 12 Ratify Auditors For For Management -------------------------------------------------------------------------------- COMMERCIAL METALS COMPANY Ticker: CMC Security ID: 201723103 Meeting Date: FEB 03, 2012 Meeting Type: Annual Record Date: DEC 09, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Harold L. Adams For For Management 1.2 Elect Director Joseph Alvarado For For Management 1.3 Elect DirectorAnthony A. Massaro For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Redeem Outstanding Rights under Rights Against For Shareholder Agreement 6 Submit Shareholder Rights Plan (Poison Against For Shareholder Pill) to Shareholder Vote 7 Repeal Bylaws Amendments Adopted prior Against Against Shareholder to October 18, 2011 -------------------------------------------------------------------------------- CONAGRA FOODS, INC. Ticker: CAG Security ID: 205887102 Meeting Date: SEP 23, 2011 Meeting Type: Annual Record Date: JUL 29, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Mogens C. Bay For For Management 1.2 Elect Director Stephan G. Butler For For Management 1.3 Elect Director Steven F. Goldstone For For Management 1.4 Elect Director Joie A. Gregor For For Management 1.5 Elect Director Rajive Johri For For Management 1.6 Elect Director w.G. Jurgensen For For Management 1.7 Elect Director Richard H. Lenny For For Management 1.8 Elect Director Ruth Ann Marshall For For Management 1.9 Elect Director Gary M. Rodkin For For Management 1.10 Elect Director Andrew J. Schindler For For Management 1.11 Elect Director Kenneth E. Stinson For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- CONOCOPHILLIPS Ticker: COP Security ID: 20825C104 Meeting Date: MAY 09, 2012 Meeting Type: Annual Record Date: MAR 12, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Richard L. Armitage For For Management 2 Elect Director Richard H. Auchinleck For For Management 3 Elect Director James E. Copeland, Jr. For For Management 4 Elect Director Kenneth M. Duberstein For For Management 5 Elect Director Ruth R. Harkin For For Management 6 Elect Director Ryan M. Lance For For Management 7 Elect Director Mohd H. Marican For For Management 8 Elect Director Harold W. McGraw, III For For Management 9 Elect Director James J. Mulva For For Management 10 Elect Director Robert A. Niblock For For Management 11 Elect Director Harald J. Norvik For For Management 12 Elect Director William K. Reilly For For Management 13 Elect Director Victoria J. Tschinkel For For Management 14 Elect Director Kathryn C. Turner For For Management 15 Elect Director William E. Wade, Jr. For For Management 16 Ratify Auditors For For Management 17 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 18 Adopt Policy to Address Coastal Against Against Shareholder Louisiana Environmental Impacts 19 Report on Accident Risk Reduction Against For Shareholder Efforts 20 Report on Lobbying Payments and Policy Against For Shareholder 21 Adopt Quantitative GHG Goals for Against For Shareholder Products and Operations 22 Amend EEO Policy to Prohibit Against Abstain Shareholder Discrimination based on Gender Identity -------------------------------------------------------------------------------- CONSTELLATION BRANDS, INC. Ticker: STZ Security ID: 21036P108 Meeting Date: JUL 21, 2011 Meeting Type: Annual Record Date: MAY 23, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jerry Fowden For For Management 1.2 Elect Director Barry A. Fromberg For For Management 1.3 Elect Director Jeananne K. Hauswald For For Management 1.4 Elect Director James A. Locke III For For Management 1.5 Elect Director Richard Sands For For Management 1.6 Elect Director Robert Sands For For Management 1.7 Elect Director Paul L. Smith For For Management 1.8 Elect Director Mark Zupan For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Request that the Board Adopt a Plan Against For Shareholder for All Stock to Have One Vote Per Share -------------------------------------------------------------------------------- CSX CORPORATION Ticker: CSX Security ID: 126408103 Meeting Date: MAY 09, 2012 Meeting Type: Annual Record Date: MAR 09, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Donna M. Alvarado For For Management 2 Elect Director John B. Breaux For For Management 3 Elect Director Pamela L. Carter For For Management 4 Elect Director Steven T. Halverson For For Management 5 Elect Director Edward J. Kelly, III For For Management 6 Elect Director Gilbert H. Lamphere For For Management 7 Elect Director John D. McPherson For For Management 8 Elect Director Timothy T. O'Toole For For Management 9 Elect Director David M. Ratcliffe For For Management 10 Elect Director Donald J. Shepard For For Management 11 Elect Director Michael J. Ward For For Management 12 Elect Director J.C. Watts, Jr. For For Management 13 Elect Director J. Steven Whisler For For Management 14 Ratify Auditors For For Management 15 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- DARDEN RESTAURANTS, INC. Ticker: DRI Security ID: 237194105 Meeting Date: SEP 22, 2011 Meeting Type: Annual Record Date: JUL 29, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Leonard L. Berry For For Management 1.2 Elect Director Odie C. Donald For For Management 1.3 Elect Director Christopher J. Fraleigh For For Management 1.4 Elect Director Victoria D. Harker For For Management 1.5 Elect Director David H. Hughes For For Management 1.6 Elect Director Charles A. Ledsinger Jr For For Management 1.7 Elect Director William M. Lewis, Jr. For For Management 1.8 Elect Director Senator Connie Mack III For For Management 1.9 Elect Director Andrew H. Madsen For For Management 1.10 Elect Director Clarence Otis, Jr. For For Management 1.11 Elect Director Michael D. Rose For For Management 1.12 Director Maria A. Sastre For For Management 2 Amend Qualified Employee Stock For For Management Purchase Plan 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Ratify Auditors For For Management -------------------------------------------------------------------------------- DELL INC. Ticker: DELL Security ID: 24702R101 Meeting Date: JUL 15, 2011 Meeting Type: Annual Record Date: MAY 20, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James W. Breyer For For Management 1.2 Elect Director Donald J. Carty For For Management 1.3 Elect Director Michael S. Dell For For Management 1.4 Elect Director William H. Gray, III For For Management 1.5 Elect Director Gerald J. Kleisterlee For For Management 1.6 Elect Director Thomas W. Luce, III For For Management 1.7 Elect Director Klaus S. Luft For For Management 1.8 Elect Director Alex J. Mandl For For Management 1.9 Elect Director Shantanu Narayen For For Management 1.10 Elect Director H. Ross Perot, Jr. For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Require Independent Board Chairman Against For Shareholder 6 Provide Right to Act by Written Consent Against For Shareholder 7 Approve Declaration of Dividends Against Against Shareholder -------------------------------------------------------------------------------- DELTA AIR LINES, INC. Ticker: DAL Security ID: 247361702 Meeting Date: JUN 15, 2012 Meeting Type: Annual Record Date: APR 20, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Richard H. Anderson For For Management 2 Elect Director Edward H. Bastian For For Management 3 Elect Director Roy J. Bostock For For Management 4 Elect Director John S. Brinzo For For Management 5 Elect Director Daniel A. Carp For For Management 6 Elect Director David G. DeWalt For For Management 7 Elect Director Mickey P. Foret For For Management 8 Elect Director Shirley C. Franklin For For Management 9 Elect Director David R. Goode For For Management 10 Elect Director Paula Rosput Reynolds For For Management 11 Elect Director Kenneth C. Rogers For For Management 12 Elect Director Kenneth B. Woodrow For For Management 13 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 14 Amend Omnibus Stock Plan For For Management 15 Ratify Auditors For For Management -------------------------------------------------------------------------------- DIGITAL REALTY TRUST, INC. Ticker: DLR Security ID: 253868103 Meeting Date: APR 23, 2012 Meeting Type: Annual Record Date: MAR 05, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Michael F. Foust For For Management 2 Elect Director Laurence A. Chapman For For Management 3 Elect Director Kathleen Earley For For Management 4 Elect Director Ruann F. Ernst, Ph.D. For For Management 5 Elect Director Dennis E. Singleton For For Management 6 Elect Director Robert H. Zerbst For For Management 7 Ratify Auditors For For Management 8 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- DIRECTV Ticker: DTV Security ID: 25490A101 Meeting Date: MAY 03, 2012 Meeting Type: Annual Record Date: MAR 09, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Ralph Boyd, Jr. For For Management 2 Elect Director David Dillon For For Management 3 Elect Director Samuel DiPiazza, Jr. For For Management 4 Elect Director Dixon Doll For For Management 5 Elect Director Peter Lund For For Management 6 Elect Director Nancy Newcomb For For Management 7 Elect Director Lorrie Norrington For For Management 8 Ratify Auditors For For Management 9 Eliminate Class of Common Stock For For Management 10 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 11 Pro-rata Vesting of Equity Awards Against Against Shareholder -------------------------------------------------------------------------------- DR PEPPER SNAPPLE GROUP, INC. Ticker: DPS Security ID: 26138E109 Meeting Date: MAY 17, 2012 Meeting Type: Annual Record Date: MAR 19, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director David E. Alexander For For Management 2 Elect Director Pamela H. Patsley For For Management 3 Elect Director M. Anne Szostak For For Management 4 Elect Director Michael F. Weinstein For For Management 5 Ratify Auditors For For Management 6 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 7 Declassify the Board of Directors For For Management 8 Adopt Comprehensive Recycling Strategy Against For Shareholder for Beverage Containers -------------------------------------------------------------------------------- DTE ENERGY COMPANY Ticker: DTE Security ID: 233331107 Meeting Date: MAY 03, 2012 Meeting Type: Annual Record Date: MAR 07, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Gerard M. Anderson For For Management 1.2 Elect Director Charles G. McClure, Jr. For For Management 1.3 Elect Director Eugene A. Miller For For Management 1.4 Elect Director Charles W. Pryor, Jr. For For Management 1.5 Elect Director Ruth G. Shaw For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Amend Omnibus Stock Plan For For Management 5 Report on Political Contributions Against For Shareholder 6 Adopt Quantitative Goals for GHG and Against For Shareholder Other Air Emissions -------------------------------------------------------------------------------- DUKE REALTY CORPORATION Ticker: DRE Security ID: 264411505 Meeting Date: APR 25, 2012 Meeting Type: Annual Record Date: FEB 27, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Thomas J. Baltimore, Jr. For For Management 2 Elect Director William Cavanaugh, III For For Management 3 Elect Director Alan H. Cohen For For Management 4 Elect Director Ngaire E. Cuneo For For Management 5 Elect Director Charles R. Eitel For For Management 6 Elect Director Martin C. Jischke, Ph.D. For For Management 7 Elect Director Dennis D. Oklak For For Management 8 Elect Director Melanie R. Sabelhaus For For Management 9 Elect Director Peter M. Scott, III For For Management 10 Elect Director Jack R. Shaw For For Management 11 Elect Director Lynn C. Thurber For For Management 12 Elect Director Robert J. Woodward, Jr. For For Management 13 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 14 Ratify Auditors For For Management -------------------------------------------------------------------------------- EASTGROUP PROPERTIES, INC. Ticker: EGP Security ID: 277276101 Meeting Date: MAY 30, 2012 Meeting Type: Annual Record Date: APR 04, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director D. Pike Aloian For For Management 1.2 Elect Director H.C. Bailey, Jr. For For Management 1.3 Elect Director Hayden C. Eaves, III For For Management 1.4 Elect Director Fredric H. Gould For For Management 1.5 Elect Director David H. Hoster, II For For Management 1.6 Elect Director Mary E. McCormick For For Management 1.7 Elect Director David M. Osnos For For Management 1.8 Elect Director Leland R. Speed For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- EDISON INTERNATIONAL Ticker: EIX Security ID: 281020107 Meeting Date: APR 26, 2012 Meeting Type: Annual Record Date: MAR 02, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Jagjeet S. Bindra For For Management 2 Elect Director Vanessa C.L. Chang For For Management 3 Elect Director France A. Cordova For For Management 4 Elect Director Theodore F. Craver, Jr. For For Management 5 Elect Director Charles B. Curtis For For Management 6 Elect Director Bradford M. Freeman For For Management 7 Elect Director Luis G. Nogales For For Management 8 Elect Director Ronald L. Olson For For Management 9 Elect Director Richard T. Schlosberg, For For Management III 10 Elect Director Thomas C. Sutton For For Management 11 Elect Director Peter J. Taylor For For Management 12 Elect Director Brett White For For Management 13 Ratify Auditors For For Management 14 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 15 Require Independent Board Chairman Against Against Shareholder -------------------------------------------------------------------------------- EXXON MOBIL CORPORATION Ticker: XOM Security ID: 30231G102 Meeting Date: MAY 30, 2012 Meeting Type: Annual Record Date: APR 04, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director M.J. Boskin For For Management 1.2 Elect Director P. Brabeck-Letmathe For For Management 1.3 Elect Director L.R. Faulkner For For Management 1.4 Elect Director J.S. Fishman For For Management 1.5 Elect Director H.H. Fore For For Management 1.6 Elect Director K.C. Frazier For For Management 1.7 Elect Director W.W. George For For Management 1.8 Elect Director S.J. Palmisano For For Management 1.9 Elect Director S.S. Reinemund For For Management 1.10 Elect Director R.W. Tillerson For For Management 1.11 Elect Director E.E. Whitacre, Jr. For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Require Independent Board Chairman Against Against Shareholder 5 Require a Majority Vote for the Against For Shareholder Election of Directors 6 Report on Political Contributions Against For Shareholder 7 Amend EEO Policy to Prohibit Against Abstain Shareholder Discrimination based on Sexual Orientation and Gender Identity 8 Report on Hydraulic Fracturing Risks Against For Shareholder to Company 9 Adopt Quantitative GHG Goals for Against For Shareholder Products and Operations -------------------------------------------------------------------------------- FORD MOTOR COMPANY Ticker: F Security ID: 345370860 Meeting Date: MAY 10, 2012 Meeting Type: Annual Record Date: MAR 14, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Stephen G. Butler For For Management 2 Elect Director Kimberly A. Casiano For For Management 3 Elect Director Anthony F. Earley, Jr. For For Management 4 Elect Director Edsel B. Ford II For For Management 5 Elect Director William Clay Ford, Jr. For For Management 6 Elect Director Richard A. Gephardt For For Management 7 Elect Director James H. Hance, Jr. For For Management 8 Elect Director William W. Helman IV For For Management 9 Elect Director Irvine O. Hockaday, Jr. For For Management 10 Elect Director Jon M. Huntsman, Jr. For For Management 11 Elect Director Richard A. Manoogian For For Management 12 Elect Director Ellen R. Marram For For Management 13 Elect Director Alan Mulally For For Management 14 Elect Director Homer A. Neal For For Management 15 Elect Director Gerald L. Shaheen For For Management 16 Elect Director John L. Thornton For For Management 17 Ratify Auditors For For Management 18 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 19 Provide for Cumulative Voting Against Against Shareholder 20 Approve Recapitalization Plan for all Against For Shareholder Stock to have One-vote per Share 21 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings -------------------------------------------------------------------------------- FREEPORT-MCMORAN COPPER & GOLD INC. Ticker: FCX Security ID: 35671D857 Meeting Date: JUN 14, 2012 Meeting Type: Annual Record Date: APR 18, 2012 # 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 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management 4 Request Director Nominee with Against For Shareholder Environmental Qualifications -------------------------------------------------------------------------------- GANNETT CO., INC. Ticker: GCI Security ID: 364730101 Meeting Date: MAY 01, 2012 Meeting Type: Annual Record Date: MAR 02, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John E. Cody For For Management 1.2 Elect Director Howard D. Elias For For Management 1.3 Elect Director Arthur H. Harper For For Management 1.4 Elect Director John Jeffry Louis For For Management 1.5 Elect Director Marjorie Magner For For Management 1.6 Elect Director Gracia C. Martore For For Management 1.7 Elect Director Scott K. McCune For For Management 1.8 Elect Director Duncan M. McFarland For For Management 1.9 Elect Director Susan Ness For For Management 1.10 Elect Director Neal Shapiro For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- GENERAL DYNAMICS CORPORATION Ticker: GD Security ID: 369550108 Meeting Date: MAY 02, 2012 Meeting Type: Annual Record Date: MAR 08, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Mary T. Barra For For Management 2 Elect Director Nicholas D. Chabraja For For Management 3 Elect Director James S. Crown For For Management 4 Elect Director William P. Fricks For For Management 5 Elect Director Jay L. Johnson For For Management 6 Elect Director James L. Jones For For Management 7 Elect Director Paul G. Kaminski For For Management 8 Elect Director John M. Keane For For Management 9 Elect Director Lester L. Lyles For For Management 10 Elect Director Phebe N. Novakovic For For Management 11 Elect Director William A. Osborn For For Management 12 Elect Director Robert Walmsley For For Management 13 Ratify Auditors For For Management 14 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 15 Approve Omnibus Stock Plan For For Management 16 Review and Assess Human Rights Policies Against For Shareholder 17 Require Independent Board Chairman Against Against Shareholder -------------------------------------------------------------------------------- GENERAL ELECTRIC COMPANY Ticker: GE Security ID: 369604103 Meeting Date: APR 25, 2012 Meeting Type: Annual Record Date: FEB 27, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director W. Geoffrey Beattie For For Management 2 Elect Director James I. Cash, Jr. For For Management 3 Elect Director Ann M. Fudge For For Management 4 Elect Director Susan Hockfield For For Management 5 Elect Director Jeffrey R. Immelt For For Management 6 Elect Director Andrea Jung For For Management 7 Elect Director Alan G. Lafley For For Management 8 Elect Director Robert W. Lane For For Management 9 Elect Director Ralph S. Larsen For For Management 10 Elect Director Rochelle B. Lazarus For For Management 11 Elect Director James J. Mulva For For Management 12 Elect Director Sam Nunn For For Management 13 Elect Director Roger S. Penske For For Management 14 Elect Director Robert J. Swieringa For For Management 15 Elect Director James S. Tisch For For Management 16 Elect Director Douglas A. Warner, III For For Management 17 Ratify Auditors For For Management 18 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 19 Amend Omnibus Stock Plan For For Management 20 Approve Material Terms of Senior For For Management Officer Performance Goals 21 Provide for Cumulative Voting Against Against Shareholder 22 Phase Out Nuclear Activities Against Against Shareholder 23 Require Independent Board Chairman Against Against Shareholder 24 Provide Right to Act by Written Consent Against For Shareholder -------------------------------------------------------------------------------- GENERAL MILLS, INC. Ticker: GIS Security ID: 370334104 Meeting Date: SEP 26, 2011 Meeting Type: Annual Record Date: JUL 28, 2011 # 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 Michael D. Rose For For Management 12 Elect Director Robert L. Ryan For For Management 13 Elect Director Dorothy A. Terrell For For Management 14 Approve Omnibus Stock Plan For For Management 15 Approve Non-Employee Director Omnibus For For Management Stock Plan 16 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 17 Advisory Vote on Say on Pay Frequency One Year One Year Management 18 Ratify Auditors For For Management -------------------------------------------------------------------------------- GENERAL MOTORS COMPANY Ticker: GM Security ID: 37045V100 Meeting Date: JUN 12, 2012 Meeting Type: Annual Record Date: APR 13, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Daniel F. Akerson For For Management 2 Elect Director David Bonderman For For Management 3 Elect Director Erroll B. Davis, Jr. For For Management 4 Elect Director Stephen J. Girsky For For Management 5 Elect Director E. Neville Isdell For For Management 6 Elect Director Robert D. Krebs For For Management 7 Elect Director Philip A. Laskawy For For Management 8 Elect Director Kathryn V. Marinello For For Management 9 Elect Director James J. Mulva For For Management 10 Elect Director Patricia F. Russo For For Management 11 Elect Director Thomas M. Schoewe For For Management 12 Elect Director Carol M. Stephenson For For Management 13 Elect Director Theodore M. Solso For For Management 14 Elect Director Cynthia A. Telles For For Management 15 Ratify Auditors For For Management 16 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- GLAXOSMITHKLINE PLC Ticker: GSK Security ID: 37733W105 Meeting Date: MAY 03, 2012 Meeting Type: Annual Record Date: MAR 06, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For For Management 3 Re-elect Sir Christopher Gent as For For Management Director 4 Re-elect Sir Andrew Witty as Director For For Management 5 Re-elect Sir Roy Anderson as Director For For Management 6 Re-elect Dr Stephanie Burns as Director For For Management 7 Re-elect Stacey Cartwright as Director For For Management 8 Re-elect Larry Culp as Director For For Management 9 Re-elect Sir Crispin Davis as Director For For Management 10 Re-elect Simon Dingemans as Director For For Management 11 Re-elect Judy Lewent as Director For For Management 12 Re-elect Sir Deryck Maughan as Director For For Management 13 Re-elect Dr Daniel Podolsky as Director For For Management 14 Re-elect Dr Moncef Slaoui as Director For For Management 15 Re-elect Tom de Swaan as Director For For Management 16 Re-elect Sir Robert Wilson as Director For For Management 17 Reappoint PricewaterhouseCoopers LLP For For Management as Auditors 18 Authorise the Audit & Risk Committee For For Management to Fix Remuneration of Auditors 19 Authorise EU Political Donations and For For Management Expenditure 20 Authorise Issue of Equity with For For Management Pre-emptive Rights 21 Authorise Issue of Equity without For For Management Pre-emptive Rights 22 Authorise Market Purchase For For Management 23 Approve the Exemption from Statement For For Management of the Name of the Senior Statutory Auditor in Published Copies of the Auditors' Reports 24 Authorise the Company to Call EGM with For For Management Two Weeks' Notice 25 Approve 2012 ShareSave Plan For For Management 26 Approve 2012 ShareReward Plan For For Management -------------------------------------------------------------------------------- GLIMCHER REALTY TRUST Ticker: GRT Security ID: 379302102 Meeting Date: MAY 10, 2012 Meeting Type: Annual Record Date: MAR 09, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director David M. Aronowitz For For Management 1.2 Elect Director Herbert Glimcher For For Management 1.3 Elect Director Howard Gross For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Approve Omnibus Stock Plan For For Management 5 Permit the Board of Trustees to For Against Management Approve Amendments to the Amended Declaration Without Prior Shareholder Approval 6 Approve Current Declaration to Update For For Management and Modernize Certain Provisions Relating to Corporate Governance 7 Increase Authorized Preferred and For Against Management Common Stock -------------------------------------------------------------------------------- GREAT PLAINS ENERGY INCORPORATED Ticker: GXP Security ID: 391164100 Meeting Date: MAY 01, 2012 Meeting Type: Annual Record Date: FEB 21, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Terry Bassham For For Management 1.2 Elect Director David L. Bodde For For Management 1.3 Elect Director Michael J. Chesser For For Management 1.4 Elect Director Randall C. Ferguson, Jr. For For Management 1.5 Elect Director Gary D. Forsee For For Management 1.6 Elect Director Thomas D. Hyde For For Management 1.7 Elect Director James A. Mitchell For For Management 1.8 Elect Director John J. Sherman For For Management 1.9 Elect Director Linda H. Talbott For For Management 1.10 Elect Director Robert H. West For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- HEALTH CARE REIT, INC. Ticker: HCN Security ID: 42217K106 Meeting Date: MAY 03, 2012 Meeting Type: Annual Record Date: MAR 05, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director William C. Ballard, Jr. For For Management 2 Elect Director George L. Chapman For For Management 3 Elect Director Daniel A. Decker For For Management 4 Elect Director Thomas J. DeRosa For For Management 5 Elect Director Jeffrey H. Donahue For For Management 6 Elect Director Peter J. Grua For For Management 7 Elect Director Fred S. Klipsch For For Management 8 Elect Director Sharon M. Oster For For Management 9 Elect Director Jeffrey R. Otten For For Management 10 Elect Director R. Scott Trumbull For For Management 11 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 12 Ratify Auditors For For Management -------------------------------------------------------------------------------- HEALTH NET, INC. Ticker: HNT Security ID: 42222G108 Meeting Date: MAY 22, 2012 Meeting Type: Annual Record Date: MAR 28, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Mary Anne Citrino For For Management 2 Elect Director Theodore F. Craver, Jr. For For Management 3 Elect Director Vicki B. Escarra For For Management 4 Elect Director Gale S. Fitzgerald For For Management 5 Elect Director Patrick Foley For For Management 6 Elect Director Jay M. Gellert For For Management 7 Elect Director Roger F. Greaves For For Management 8 Elect Director Bruce G. Willison For For Management 9 Elect Director Frederick C. Yeager For For Management 10 Ratify Auditors For For Management 11 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- HEWLETT-PACKARD COMPANY Ticker: HPQ Security ID: 428236103 Meeting Date: MAR 21, 2012 Meeting Type: Annual Record Date: JAN 23, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Marc L. Andreessen For For Management 2 Elect Director Shumeet Banerji For For Management 3 Elect Director Rajiv L. Gupta For For Management 4 Elect Director John H. Hammergren For For Management 5 Elect Director Raymond. J. Lane For For Management 6 Elect Director Ann M. Livermore For For Management 7 Elect Director G. M. Reiner For For Management 8 Elect Director Patricia. F. Russo For For Management 9 Elect Director G. Kennedy Thompson For Against Management 10 Elect Director Margaret C. Whitman For For Management 11 Elect Director Ralph. V. Whitworth For For Management 12 Ratify Auditors For For Management 13 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 14 Adopt Retention Ratio for Executives Against Against Shareholder -------------------------------------------------------------------------------- HOME PROPERTIES, INC. Ticker: HME Security ID: 437306103 Meeting Date: MAY 01, 2012 Meeting Type: Annual Record Date: MAR 05, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Stephen R. Blank For For Management 1.2 Elect Director Alan L. Gosule For For Management 1.3 Elect Director Leonard F. Helbig, III For For Management 1.4 Elect Director Charles J. Koch For For Management 1.5 Elect Director Thomas P. Lydon, Jr. For For Management 1.6 Elect Director Edward J. Pettinella For For Management 1.7 Elect Director Clifford W. Smith, Jr. For For Management 1.8 Elect Director Amy L. Tait For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- HONEYWELL INTERNATIONAL INC. Ticker: HON Security ID: 438516106 Meeting Date: APR 23, 2012 Meeting Type: Annual Record Date: FEB 24, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Gordon M. Bethune For For Management 2 Elect Director Kevin Burke For For Management 3 Elect Director Jaime Chico Pardo For For Management 4 Elect Director David M. Cote For For Management 5 Elect Director D. Scott Davis For For Management 6 Elect Director Linnet F. Deily For For Management 7 Elect Director Judd Gregg For For Management 8 Elect Director Clive R. Hollick For For Management 9 Elect Director George Paz For For Management 10 Elect Director Bradley T. Sheares For For Management 11 Ratify Auditors For For Management 12 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 13 Require Independent Board Chairman Against Against Shareholder 14 Report on Political Contributions Against For Shareholder -------------------------------------------------------------------------------- HSBC HOLDINGS PLC Ticker: HSBA Security ID: 404280406 Meeting Date: MAY 25, 2012 Meeting Type: Annual Record Date: MAR 27, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For For Management 3a Re-elect Safra Catz as Director For For Management 3b Re-elect Laura Cha as Director For For Management 3c Re-elect Marvin Cheung as Director For For Management 3d Re-elect John Coombe as Director For For Management 3e Elect Joachim Faber as Director For For Management 3f Re-elect Rona Fairhead as Director For For Management 3g Re-elect Douglas Flint as Director For For Management 3h Re-elect Alexander Flockhart as For For Management Director 3i Re-elect Stuart Gulliver as Director For For Management 3j Re-elect James Hughes-Hallett as For For Management Director 3k Re-elect William Laidlaw as Director For For Management 3l Elect John Lipsky as Director For For Management 3m Re-elect Janis Lomax as Director For For Management 3n Re-elect Iain Mackay as Director For For Management 3o Re-elect Nagavara Murthy as Director For For Management 3p Re-elect Sir Simon Robertson as For For Management Director 3q Re-elect John Thornton as Director For For Management 4 Reappoint KPMG Audit plc as Auditors For For Management and Authorise Their Remuneration 5 Authorise Issue of Equity with For For Management Pre-emptive Rights 6 Authorise Issue of Equity without For For Management Pre-emptive Rights 7 Authorise Market Purchase For For Management 8 Approve Scrip Dividend Program For For Management 9 Authorise the Company to Call EGM with For For Management Two Weeks' Notice -------------------------------------------------------------------------------- HUNTSMAN CORPORATION Ticker: HUN Security ID: 447011107 Meeting Date: MAY 03, 2012 Meeting Type: Annual Record Date: MAR 09, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Peter R. Huntsman For For Management 1.2 Elect Director Wayne A. Reaud For For Management 1.3 Elect Director Alvin V. Shoemaker For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- INTEL CORPORATION Ticker: INTC Security ID: 458140100 Meeting Date: MAY 17, 2012 Meeting Type: Annual Record Date: MAR 19, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Charlene Barshefsky For For Management 2 Elect Director Andy D. Bryant For For Management 3 Elect Director Susan L. Decker For For Management 4 Elect Director John J. Donahoe For For Management 5 Elect Director Reed E. Hundt For For Management 6 Elect Director Paul S. Otellini For For Management 7 Elect Director James D. Plummer For For Management 8 Elect Director David S. Pottruck 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 For For Management Executive Officers' Compensation 13 Adopt Proxy Statement Reporting on Against Against Shareholder Political Contributions and Advisory Vote -------------------------------------------------------------------------------- INTERNATIONAL BUSINESS MACHINES CORPORATION Ticker: IBM Security ID: 459200101 Meeting Date: APR 24, 2012 Meeting Type: Annual Record Date: FEB 24, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Alain J.P. Belda For For Management 2 Elect Director William R. Brody For For Management 3 Elect Director Kenneth I. Chenault For For Management 4 Elect Director Michael L. Eskew For For Management 5 Elect Director David N. Farr For For Management 6 Elect Director Shirley Ann Jackson For For Management 7 Elect Director Andrew N. Liveris For For Management 8 Elect Director W. James McNerney, Jr. For For Management 9 Elect Director James W. Owens For For Management 10 Elect Director Samuel J. Palmisano For For Management 11 Elect Director Virginia M. Rometty For For Management 12 Elect Director Joan E. Spero For For Management 13 Elect Director Sidney Taurel For For Management 14 Elect Director Lorenzo H. Zambrano For For Management 15 Ratify Auditors For For Management 16 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 17 Provide for Cumulative Voting Against Against Shareholder 18 Report on Political Contributions Against For Shareholder 19 Report on Lobbying Expenses Against For Shareholder -------------------------------------------------------------------------------- JOHNSON & JOHNSON Ticker: JNJ Security ID: 478160104 Meeting Date: APR 26, 2012 Meeting Type: Annual Record Date: FEB 28, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Mary Sue Coleman For For Management 2 Elect Director James G. Cullen For For Management 3 Elect Director Ian E.l. Davis For For Management 4 Elect Director Alex Gorsky For For Management 5 Elect Director Michael M.e. Johns For For Management 6 Elect Director Susan L. Lindquist For For Management 7 Elect Director Anne M. Mulcahy For For Management 8 Elect Director Leo F. Mullin For For Management 9 Elect Director William D. Perez For For Management 10 Elect Director Charles Prince For For Management 11 Elect Director David Satcher For For Management 12 Elect Director William C. Weldon For For Management 13 Elect Director Ronald A. Williams For For Management 14 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 15 Approve Omnibus Stock Plan For Against Management 16 Ratify Auditors For For Management 17 Require Independent Board Chairman Against Against Shareholder 18 Require Shareholder Vote to Approve Against Against Shareholder Political Contributions 19 Adopt Animal-Free Training Methods Against Against Shareholder -------------------------------------------------------------------------------- JPMORGAN CHASE & CO. Ticker: JPM Security ID: 46625H100 Meeting Date: MAY 15, 2012 Meeting Type: Annual Record Date: MAR 16, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director James A. Bell For For Management 2 Elect Director Crandall C. Bowles For For Management 3 Elect Director Stephen B. Burke For For Management 4 Elect Director David M. Cote For Against Management 5 Elect Director James S. Crown For Against Management 6 Elect Director James Dimon For For Management 7 Elect Director Timothy P. Flynn For For Management 8 Elect Director Ellen V. Futter For Against Management 9 Elect Director Laban P. Jackson, Jr. For For Management 10 Elect Director Lee R. Raymond For For Management 11 Elect Director William C. Weldon For For Management 12 Ratify Auditors For For Management 13 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 14 Affirm Political Non-Partisanship Against Against Shareholder 15 Require Independent Board Chairman Against Against Shareholder 16 Report on Loan Modifications Against Against Shareholder 17 Report on Political Contributions Against For Shareholder 18 Institute Procedures to Prevent Against Against Shareholder Investments in Companies that Contribute to Genocide or Crimes Against Humanity 19 Provide Right to Act by Written Consent Against For Shareholder 20 Stock Retention Against Against Shareholder -------------------------------------------------------------------------------- KIMBERLY-CLARK CORPORATION Ticker: KMB Security ID: 494368103 Meeting Date: MAY 03, 2012 Meeting Type: Annual Record Date: MAR 05, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director John R. Alm For For Management 2 Elect Director John F. Bergstrom For For Management 3 Elect Director Abelardo E. Bru For For Management 4 Elect Director Robert W. Decherd For For Management 5 Elect Director Thomas J. Falk For For Management 6 Elect Director Fabian T. Garcia For For Management 7 Elect Director Mae C. Jemison, M.D. For For Management 8 Elect Director James M. Jenness For For Management 9 Elect Director Nancy J. Karch For For Management 10 Elect Director Ian C. Read For For Management 11 Elect Director Linda Johnson Rice For For Management 12 Elect Director Marc J. Shapiro For For Management 13 Ratify Auditors For For Management 14 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- LEAR CORPORATION Ticker: LEA Security ID: 521865204 Meeting Date: MAY 16, 2012 Meeting Type: Annual Record Date: MAR 30, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Thomas P. Capo For For Management 2 Elect Director Jonathan F. Foster For For Management 3 Elect Director Conrad L. Mallett, Jr. For For Management 4 Elect Director Donald L. Runkle For For Management 5 Elect Director Matthew J. Simoncini For For Management 6 Elect Director Gregory C. Smith For For Management 7 Elect Director Henry D. G. Wallace For For Management 8 Ratify Auditors For For Management 9 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- LIBERTY PROPERTY TRUST Ticker: LRY Security ID: 531172104 Meeting Date: MAY 22, 2012 Meeting Type: Annual Record Date: MAR 16, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Frederick F. Buchholz For For Management 1.2 Elect Director Thomas C. DeLoach, Jr. For For Management 1.3 Elect Director Katherine Elizabeth For For Management Dietze 1.4 Elect Director Daniel P. Garton For For Management 1.5 Elect Director William P. Hankowsky For For Management 1.6 Elect Director M. Leanne Lachman For For Management 1.7 Elect Director David L. Lingerfelt For For Management 1.8 Elect Director Stephen B. Siegel For For Management 1.9 Elect Director Stephen D. Steinour For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management 4 Amend Qualified Employee Stock For For Management Purchase Plan -------------------------------------------------------------------------------- LIMITED BRANDS, INC. Ticker: LTD Security ID: 532716107 Meeting Date: MAY 24, 2012 Meeting Type: Annual Record Date: APR 04, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director James L. Heskett For For Management 2 Elect Director Allan R. Tessler For For Management 3 Elect Director Abigail S. Wexner For For Management 4 Ratify Auditors For For Management 5 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 6 Reduce Supermajority Vote Requirement For For Management 7 Require Independent Board Chairman Against Against Shareholder 8 Declassify the Board of Directors Against For Shareholder 9 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings 10 Stock Retention/Holding Period Against Against Shareholder -------------------------------------------------------------------------------- LORILLARD, INC. Ticker: LO Security ID: 544147101 Meeting Date: MAY 17, 2012 Meeting Type: Annual Record Date: MAR 28, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert C. Almon For For Management 1.2 Elect Director Kit D. Dietz For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Approve Nonqualified Employee Stock For For Management Purchase Plan 4 Ratify Auditors For For Management 5 Declassify the Board of Directors None For Shareholder 6 Report on Political Contributions Against For Shareholder -------------------------------------------------------------------------------- LOWE'S COMPANIES, INC. Ticker: LOW Security ID: 548661107 Meeting Date: JUN 01, 2012 Meeting Type: Annual Record Date: MAR 30, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Raul Alvarez For For Management 1.2 Elect Director David W. Bernauer For For Management 1.3 Elect Director Leonard L. Berry For For Management 1.4 Elect Director Peter C. Browning For For Management 1.5 Elect Director Richard W. Dreiling For For Management 1.6 Elect Director Dawn E. Hudson For For Management 1.7 Elect Director Robert L. Johnson For For Management 1.8 Elect Director Marshall O. Larsen For For Management 1.9 Elect Director Richard K. Lochridge For For Management 1.10 Elect Director Robert A. Niblock For For Management 1.11 Elect Director Eric C. Wiseman For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Amend Qualified Employee Stock For For Management Purchase Plan 5 Report on Political Contributions Against For Shareholder 6 Submit Severance Agreement Against For Shareholder (Change-in-Control) to Shareholder Vote 7 Stock Retention/Holding Period Against Against Shareholder -------------------------------------------------------------------------------- LYONDELLBASELL INDUSTRIES N.V. Ticker: LYB Security ID: N53745100 Meeting Date: MAY 09, 2012 Meeting Type: Annual Record Date: APR 11, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Robin Buchanan as Class II For For Management Director to the Supervisory Board 1b Elect Stephen F. Cooper as Class II For For Management Director to the Supervisory Board 1c Elect Robert G. Gwin as Class II For For Management Director to the Supervisory Board 1d Elect Marvin O. Schlanger as Class II For For Management Director to the Supervisory Board 2 Approve Financial Statements and For For Management Statutory Reports 3 Approve Discharge of Management Board For For Management 4 Approve Discharge of Supervisory Board For For Management 5 Ratify PricewaterhouseCoopers as For For Management Auditors 6 Ratify PricewaterhouseCoopers as For For Management Auditors 7 Approve Remuneration of Supervisory For For Management Board 8 Approve Dividends of USD 0.25 Per Share For For Management 9 Approve Remuneration Report Containing For For Management Remuneration Policy for Management Board Members 10 Amend Omnibus Stock Plan For For Management 11 Approve Qualified Employee Stock For For Management Purchase Plan -------------------------------------------------------------------------------- MACY'S, INC. Ticker: M Security ID: 55616P104 Meeting Date: MAY 18, 2012 Meeting Type: Annual Record Date: MAR 23, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Stephen F. Bollenbach For For Management 2 Elect Director Deirdre P. Connelly For For Management 3 Elect Director Meyer Feldberg For For Management 4 Elect Director Sara Levinson For For Management 5 Elect Director Terry J. Lundgren For For Management 6 Elect Director Joseph Neubauer For For Management 7 Elect Director Joyce M. Roche For For Management 8 Elect Director Paul C. Varga For For Management 9 Elect Director Craig E. Weatherup For For Management 10 Elect Director Marna C. Whittington For For Management 11 Ratify Auditors For For Management 12 Approve Executive Incentive Bonus Plan For For Management 13 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 14 Phase Out Sale of Raccoon Dog Fur Against Against Shareholder Products -------------------------------------------------------------------------------- MARATHON OIL CORPORATION Ticker: MRO Security ID: 565849106 Meeting Date: APR 25, 2012 Meeting Type: Annual Record Date: FEB 27, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Gregory H. Boyce For For Management 2 Elect Director Pierre Brondeau For For Management 3 Elect Director Clarence P. Cazalot, Jr. For For Management 4 Elect Director Linda Z. Cook For For Management 5 Elect Director Shirley Ann Jackson For For Management 6 Elect Director Philip Lader For For Management 7 Elect Director Michael E. J. Phelps For For Management 8 Elect Director Dennis H. Reilley For For Management 9 Ratify Auditors For For Management 10 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 11 Approve Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- MARATHON PETROLEUM CORPORATION Ticker: MPC Security ID: 56585A102 Meeting Date: APR 25, 2012 Meeting Type: Annual Record Date: FEB 27, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director David A. Daberko For For Management 1.2 Elect Director Donna A. James For For Management 1.3 Elect Director Charles R. Lee For For Management 1.4 Elect Director Seth E. Schofield For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 5 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- MCDONALD'S CORPORATION Ticker: MCD Security ID: 580135101 Meeting Date: MAY 24, 2012 Meeting Type: Annual Record Date: MAR 27, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Robert A. Eckert For For Management 2 Elect Director Enrique Hernandez, Jr. For For Management 3 Elect Director Jeanne P. Jackson For For Management 4 Elect Director Andrew J. Mckenna For For Management 5 Elect Director Donald Thompson For For Management 6 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 7 Approve Omnibus Stock Plan For For Management 8 Declassify the Board of Directors For For Management 9 Provide Right to Call Special Meeting For For Management 10 Ratify Auditors For For Management 11 Report on Policy Responses to Against For Shareholder Children's Health Concerns and Fast Food -------------------------------------------------------------------------------- MERCK & CO., INC. Ticker: MRK Security ID: 58933Y105 Meeting Date: MAY 22, 2012 Meeting Type: Annual Record Date: MAR 23, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Leslie A. Brun For For Management 2 Elect Director Thomas R. Cech For For Management 3 Elect Director Kenneth C. Frazier For For Management 4 Elect Director Thomas H. Glocer For For Management 5 Elect Director William B. Harrison Jr. For For Management 6 Elect Director C. Robert Kidder For For Management 7 Elect Director Rochelle B. Lazarus For For Management 8 Elect Director Carlos E. Represas For For Management 9 Elect Director Patricia F. Russo For For Management 10 Elect Director Craig B. Thompson For For Management 11 Elect Director Wendell P. Weeks For For Management 12 Elect Director Peter C. Wendell For For Management 13 Ratify Auditors For For Management 14 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 15 Provide Right to Act by Written Consent Against For Shareholder 16 Amend Bylaws -- Call Special Meetings Against For Shareholder 17 Report on Charitable and Political Against For Shareholder Contributions -------------------------------------------------------------------------------- MICRON TECHNOLOGY, INC. Ticker: MU Security ID: 595112103 Meeting Date: JAN 24, 2012 Meeting Type: Annual Record Date: NOV 28, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Steven R. Appleton For For Management 2 Elect Director Robert L. Bailey For For Management 3 Elect Director Patrick J. Byrne For For Management 4 Elect Director Mercedes Johnson For For Management 5 Elect Director Lawrence N. Mondry For For Management 6 Elect Director Robert E. Switz For For Management 7 Amend Omnibus Stock Plan For For Management 8 Ratify Auditors For For Management 9 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 10 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- MICROSOFT CORPORATION Ticker: MSFT Security ID: 594918104 Meeting Date: NOV 15, 2011 Meeting Type: Annual Record Date: SEP 02, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Steven A. Ballmer For For Management 2 Elect Director Dina Dublon For For Management 3 Elect Director William H. Gates, III For For Management 4 Elect Director Raymond V. Gilmartin For For Management 5 Elect Director Reed Hastings For For Management 6 Elect Director Maria M. Klawe For For Management 7 Elect Director David F. Marquardt For For Management 8 Elect Director Charles H. Noski For For Management 9 Elect Director Helmut Panke For For Management 10 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 11 Advisory Vote on Say on Pay Frequency One Year One Year Management 12 Ratify Auditors For For Management 13 Amend Bylaws to Establish a Board Against Against Shareholder Committee on Environmental Sustainability -------------------------------------------------------------------------------- MID-AMERICA APARTMENT COMMUNITIES, INC. Ticker: MAA Security ID: 59522J103 Meeting Date: MAY 24, 2012 Meeting Type: Annual Record Date: MAR 16, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director H. Eric Bolton, Jr. For For Management 1.2 Elect Director Alan B. Graf, Jr. For For Management 1.3 Elect Director John S. Grinalds For For Management 1.4 Elect Director Ralph Horn For For Management 1.5 Elect Director Philip W. Norwood For For Management 1.6 Elect Director W. Reid Sanders For For Management 1.7 Elect Director William B. Sansom For For Management 1.8 Elect Director Gary Shorb For For Management 2 Increase Authorized Common Stock For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Ratify Auditors For For Management -------------------------------------------------------------------------------- MOODY'S CORPORATION Ticker: MCO Security ID: 615369105 Meeting Date: APR 16, 2012 Meeting Type: Annual Record Date: FEB 21, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Ewald Kist For For Management 2 Elect Director Henry A. McKinnell, Jr. For For Management , Ph.D. 3 Elect Director John K. Wulff For For Management 4 Ratify Auditors For For Management 5 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 6 Declassify the Board of Directors Against For Shareholder -------------------------------------------------------------------------------- MORGAN STANLEY Ticker: MS Security ID: 617446448 Meeting Date: MAY 15, 2012 Meeting Type: Annual Record Date: MAR 19, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Roy J. Bostock For For Management 2 Elect Director Erskine B. Bowles For For Management 3 Elect Director Howard J. Davies For For Management 4 Elect Director James P. Gorman For For Management 5 Elect Director C. Robert Kidder For For Management 6 Elect Director Klaus Kleinfeld For For Management 7 Elect Director Donald T. Nicolaisen For For Management 8 Elect Director Hutham S. Olayan For For Management 9 Elect Director James W. Owens For For Management 10 Elect Director O. Griffith Sexton For For Management 11 Elect Director Ryosuke Tamakoshi For For Management 12 Elect Director Masaaki Tanaka For For Management 13 Elect Director Laura D. Tyson For For Management 14 Ratify Auditors For For Management 15 Amend Omnibus Stock Plan For For Management 16 Amend Non-Employee Director Restricted For For Management Stock Plan 17 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation -------------------------------------------------------------------------------- MOTOROLA SOLUTIONS, INC. Ticker: MSI Security ID: 620076307 Meeting Date: APR 30, 2012 Meeting Type: Annual Record Date: MAR 02, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Gregory Q. Brown For For Management 2 Elect Director William J. Bratton For For Management 3 Elect Director Kenneth C. Dahlberg For For Management 4 Elect Director David W. Dorman For For Management 5 Elect Director Michael V. Hayden For For Management 6 Elect Director Judy C. Lewent For For Management 7 Elect Director Samuel C. Scott, III For For Management 8 Elect Director John A. White For For Management 9 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 10 Ratify Auditors For For Management 11 Encourage Suppliers to Produce Against Against Shareholder Sustainability Reports 12 Stock Retention/Holding Period Against Against Shareholder -------------------------------------------------------------------------------- NATIONWIDE HEALTH PROPERTIES, INC. Ticker: NHP Security ID: 638620104 Meeting Date: JUL 01, 2011 Meeting Type: Special Record Date: MAY 13, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management -------------------------------------------------------------------------------- NEW YORK COMMUNITY BANCORP, INC. Ticker: NYB Security ID: 649445103 Meeting Date: JUN 07, 2012 Meeting Type: Annual Record Date: APR 09, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Maureen E. Clancy For For Management 1.2 Elect Director Hanif Dahya For For Management 1.3 Elect Director Joseph R. Ficalora For For Management 1.4 Elect Director James J. O'Donovan For For Management 2 Approve Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management 4 Require a Majority Vote for the Against For Shareholder Election of Directors -------------------------------------------------------------------------------- NORFOLK SOUTHERN CORPORATION Ticker: NSC Security ID: 655844108 Meeting Date: MAY 10, 2012 Meeting Type: Annual Record Date: MAR 02, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Gerald L. Baliles For For Management 2 Elect Director Erskine B. Bowles For For Management 3 Elect Director Robert A. Bradway For For Management 4 Elect Director Wesley G. Bush For For Management 5 Elect Director Daniel A. Carp For For Management 6 Elect Director Karen N. Horn For For Management 7 Elect Director Steven F. Leer For For Management 8 Elect Director Michael D. Lockhart For For Management 9 Elect Director Charles W. Moorman, IV For For Management 10 Elect Director J. Paul Reason For For Management 11 Ratify Auditors For For Management 12 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- NORTHROP GRUMMAN CORPORATION Ticker: NOC Security ID: 666807102 Meeting Date: MAY 16, 2012 Meeting Type: Annual Record Date: MAR 20, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Wesley G. Bush For For Management 2 Elect Director Lewis W. Coleman For For Management 3 Elect Director Victor H. Fazio For For Management 4 Elect Director Donald E. Felsinger For For Management 5 Elect Director Stephen E. Frank For For Management 6 Elect Director Bruce S. Gordon For For Management 7 Elect Director Madeleine A. Kleiner For For Management 8 Elect Director Karl J. Krapek For For Management 9 Elect Director Richard B. Myers For For Management 10 Elect Director Aulana L. Peters For For Management 11 Elect Director Gary Roughead For For Management 12 Elect Director Thomas M. Schoewe For For Management 13 Elect Director Kevin W. Sharer For For Management 14 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 15 Ratify Auditors For For Management 16 Amend Certificate of Incorporation of For For Management Titan II, Inc. 17 Provide Right to Act by Written Consent For For Management 18 Require Independent Board Chairman Against Against Shareholder -------------------------------------------------------------------------------- NV ENERGY, INC. Ticker: NVE Security ID: 67073Y106 Meeting Date: MAY 10, 2012 Meeting Type: Annual Record Date: MAR 19, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Joseph B. Anderson, Jr. For For Management 2 Elect Director Glenn C. Christenson For For Management 3 Elect Director Susan F. Clark For For Management 4 Elect Director Stephen E. Frank For For Management 5 Elect Director Brian J. Kennedy For For Management 6 Elect Director Maureen T. Mullarkey For For Management 7 Elect Director John F. O'Reilly For For Management 8 Elect Director Philip G. Satre For For Management 9 Elect Director Donald D. Snyder For For Management 10 Elect Director Michael W. Yackira For For Management 11 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 12 Amend Non-Employee Director Restricted For For Management Stock Plan 13 Ratify Auditors For For Management -------------------------------------------------------------------------------- ORACLE CORPORATION Ticker: ORCL Security ID: 68389X105 Meeting Date: OCT 12, 2011 Meeting Type: Annual Record Date: AUG 15, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jeffrey S. Berg For For Management 1.2 Elect Director H. Raymond Bingham For For Management 1.3 Elect Director Michael J. Boskin For For Management 1.4 Elect Director Safra A. Catz For For Management 1.5 Elect Director Bruce R. Chizen For For Management 1.6 Elect Director George H. Conrades For For Management 1.7 Elect Director Lawrence J. Ellison For For Management 1.8 Elect Director Hector Garcia-Molina For For Management 1.9 Elect Director Jeffrey O. Henley For For Management 1.10 Elect Director Mark V. Hurd For For Management 1.11 Elect Director Donald L. Lucas For For Management 1.12 Director Naomi O. Seligman For For Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency None One Year Management 4 Ratify Auditors For For Management 5 Stock Retention/Holding Period Against Against Shareholder -------------------------------------------------------------------------------- PFIZER INC. Ticker: PFE Security ID: 717081103 Meeting Date: APR 26, 2012 Meeting Type: Annual Record Date: FEB 28, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Dennis A. Ausiello For For Management 2 Elect Director M. Anthony Burns For For Management 3 Elect Director W. Don Cornwell For For Management 4 Elect Director Frances D. Fergusson For For Management 5 Elect Director William H. Gray, III For For Management 6 Elect Director Helen H. Hobbs For For Management 7 Elect Director Constance J. Horner For For Management 8 Elect Director James M. Kilts For For Management 9 Elect Director George A. Lorch For For Management 10 Elect Director John P. Mascotte For For Management 11 Elect Director Suzanne Nora Johnson For For Management 12 Elect Director Ian C. Read For For Management 13 Elect Director Stephen W. Sanger For For Management 14 Elect Director Marc Tessier-Lavigne For For Management 15 Ratify Auditors For For Management 16 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 17 Publish Political Contributions Against Against Shareholder 18 Provide Right to Act by Written Consent Against For Shareholder 19 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings 20 Non-Employee Director Compensation Against Against Shareholder -------------------------------------------------------------------------------- PHILIP MORRIS INTERNATIONAL INC. Ticker: PM Security ID: 718172109 Meeting Date: MAY 09, 2012 Meeting Type: Annual Record Date: MAR 16, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Harold Brown For For Management 2 Elect Director Mathis Cabiallavetta For For Management 3 Elect DirectorLouis C. Camilleri For For Management 4 Elect DirectorJ. Dudley Fishburn For For Management 5 Elect DirectorJennifer Li For For Management 6 Elect Director Graham Mackay For For Management 7 Elect Director Sergio Marchionne For For Management 8 Elect Director Kalpana Morparia For For Management 9 Elect DirectorLucio A. Noto For For Management 10 Elect DirectorRobert B. Polet For For Management 11 Elect DirectorCarlos Slim Helu For For Management 12 Elect DirectorStephen M. Wolf For For Management 13 Ratify Auditors For For Management 14 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 15 Approve Restricted Stock Plan For For Management 16 Require Independent Board Chairman Against Against Shareholder 17 Establish Ethics Committee to Review Against Against Shareholder Marketing Activities -------------------------------------------------------------------------------- PPG INDUSTRIES, INC. Ticker: PPG Security ID: 693506107 Meeting Date: APR 19, 2012 Meeting Type: Annual Record Date: FEB 17, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Charles E. Bunch For For Management 1.2 Elect Director Robert Ripp For For Management 1.3 Elect Director Thomas J. Usher For For Management 1.4 Elect Director David R. Whitwam For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Declassify the Board of Directors For For Management 4 Ratify Auditors For For Management -------------------------------------------------------------------------------- PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED Ticker: PEG Security ID: 744573106 Meeting Date: APR 17, 2012 Meeting Type: Annual Record Date: FEB 17, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Albert R. Gamper, Jr. For For Management 2 Elect Director Conrad K. Harper For For Management 3 Elect Director William V. Hickey For For Management 4 Elect Director Ralph Izzo For For Management 5 Elect Director Shirley Ann Jackson For For Management 6 Elect Director David Lilley For For Management 7 Elect Director Thomas A. Renyi For For Management 8 Elect Director Hak Cheol Shin For For Management 9 Elect Director Richard J. Swift For For Management 10 Elect Director Susan Tomasky For For Management 11 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 12 Ratify Auditors For For Management -------------------------------------------------------------------------------- RAYTHEON COMPANY Ticker: RTN Security ID: 755111507 Meeting Date: MAY 31, 2012 Meeting Type: Annual Record Date: APR 09, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director James E. Cartwright For For Management 2 Elect Director Vernon E. Clark For For Management 3 Elect Director John M. Deutch For For Management 4 Elect Director Stephen J. Hadley For For Management 5 Elect Director Frederic M. Poses For For Management 6 Elect Director Michael C. Ruettgers For For Management 7 Elect Director Ronald L. Skates For For Management 8 Elect Director William R. Spivey For For Management 9 Elect Director Linda G. Stuntz For For Management 10 Elect Director William H. Swanson For For Management 11 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 12 Ratify Auditors For For Management 13 Stock Retention/Holding Period Against Against Shareholder 14 Submit SERP to Shareholder Vote Against Against Shareholder 15 Provide Right to Act by Written Consent Against For Shareholder -------------------------------------------------------------------------------- REGENCY CENTERS CORPORATION Ticker: REG Security ID: 758849103 Meeting Date: MAY 01, 2012 Meeting Type: Annual Record Date: FEB 24, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Martin E. Stein, Jr. For For Management 1.2 Elect Director Raymond L. Bank For For Management 1.3 Elect Director C. Ronald Blankenship For For Management 1.4 Elect Director A.R. Carpenter For For Management 1.5 Elect Director J. Dix Druce, Jr. For For Management 1.6 Elect Director Mary Lou Fiala For For Management 1.7 Elect Director Bruce M. Johnson For For Management 1.8 Elect Director Douglas S. Luke For For Management 1.9 Elect Director David P. O'Connor For For Management 1.10 Elect Director John C. Schweitzer For For Management 1.11 Elect Director Brian M. Smith For For Management 1.12 Elect Director Thomas G. Wattles For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- REYNOLDS AMERICAN INC. Ticker: RAI Security ID: 761713106 Meeting Date: MAY 03, 2012 Meeting Type: Annual Record Date: MAR 12, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John P. Daly For For Management 1.2 Elect Director Holly K. Koeppel For For Management 1.3 Elect Director H.G.L. (Hugo) Powell For For Management 1.4 Elect Director Richard E. Thornburgh For For Management 1.5 Elect Director Thomas C. Wajnert For For Management 1.6 Elect Director H. Richard Kahler For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Adopt Majority Voting for Uncontested For For Management Election of Directors 4 Ratify Auditors For For Management 5 Establish Ethics Committee to Review Against Against Shareholder Marketing Activities -------------------------------------------------------------------------------- ROYAL DUTCH SHELL PLC Ticker: RDSB Security ID: 780259206 Meeting Date: MAY 22, 2012 Meeting Type: Annual Record Date: APR 12, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For For Management 3 Elect Sir Nigel Sheinwald as Director For For Management 4 Re-elect Josef Ackermann as Director For For Management 5 Re-elect Guy Elliott as Director For For Management 6 Re-elect Simon Henry as Director For For Management 7 Re-elect Charles Holliday as Director For For Management 8 Re-elect Gerard Kleisterlee as Director For For Management 9 Re-elect Christine Morin-Postel as For For Management Director 10 Re-elect Jorma Ollila as Director For For Management 11 Re-elect Linda Stuntz as Director For For Management 12 Re-elect Jeroen van der Veer as For For Management Director 13 Re-elect Peter Voser as Director For For Management 14 Re-elect Hans Wijers as Director For For Management 15 Reappoint PricewaterhouseCoopers LLP For For Management as Auditors 16 Authorise Board to Fix Remuneration of For For Management Auditors 17 Authorise Issue of Equity with For For Management Pre-emptive Rights 18 Authorise Issue of Equity without For For Management Pre-emptive Rights 19 Authorise Market Purchase of Ordinary For For Management Shares 20 Authorise EU Political Donations and For For Management Expenditure -------------------------------------------------------------------------------- SEMPRA ENERGY Ticker: SRE Security ID: 816851109 Meeting Date: MAY 10, 2012 Meeting Type: Annual Record Date: MAR 13, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Alan L. Boeckmann For For Management 2 Elect Director James G. Brocksmith, Jr. For For Management 3 Elect Director Donald E. Felsinger For For Management 4 Elect Director Wilford D. Godbold, Jr. For For Management 5 Elect Director William D. Jones For For Management 6 Elect Director William G. Ouchi For For Management 7 Elect Director Debra L. Reed For For Management 8 Elect Director Carlos Ruiz For For Management 9 Elect Director William C. Rusnack For For Management 10 Elect Director William P. Rutledge For For Management 11 Elect Director Lynn Schenk For For Management 12 Elect Director Luis M. Tellez For For Management 13 Ratify Auditors For For Management 14 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 15 Require Independent Board Chairman Against Against Shareholder 16 Include Sustainability as a Against Against Shareholder Performance Measure for Senior Executive Compensation -------------------------------------------------------------------------------- SIMON PROPERTY GROUP, INC. Ticker: SPG Security ID: 828806109 Meeting Date: MAY 17, 2012 Meeting Type: Annual Record Date: MAR 19, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Melvyn E. Bergstein For For Management 2 Elect Director Larry C. Glasscock For For Management 3 Elect Director Karen N. Horn For For Management 4 Elect Director Allan Hubbard For For Management 5 Elect Director Reuben S. Leibowitz For For Management 6 Elect Director Daniel C. Smith For For Management 7 Elect Director J. Albert Smith, Jr. For For Management 8 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 9 Ratify Auditors For For Management 10 Amend Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- SMITHFIELD FOODS, INC. Ticker: SFD Security ID: 832248108 Meeting Date: SEP 21, 2011 Meeting Type: Annual Record Date: JUL 15, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Margaret G. Lewis For For Management 2 Elect Director David C. Nelson For For Management 3 Elect Director Frank S. Royal For For Management 4 Elect Director Richard T. Crowder For For Management 5 Ratify Auditors For For Management 6 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 7 Advisory Vote on Say on Pay Frequency One Year One Year Management 8 Declassify the Board of Directors Against For Shareholder -------------------------------------------------------------------------------- TE CONNECTIVITY LTD. Ticker: TEL Security ID: H84989104 Meeting Date: MAR 07, 2012 Meeting Type: Annual Record Date: FEB 17, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Reelect Pierre Brondeau as Director For For Management 2 Reelect Juergen Gromer as Director For For Management 3 Reelect William A. Jeffrey as Director For For Management 4 Reelect Thomas Lynch as Director For For Management 5 Reelect Yong Nam as Director For For Management 6 Reelect Daniel Phelan as Director For For Management 7 Reelect Frederic Poses as Director For For Management 8 Reelect Lawrence Smith as Director For For Management 9 Reelect Paula Sneed as Director For For Management 10 Reelect David Steiner as Director For For Management 11 Reelect John Van Scoter as Director For For Management 12 Accept Annual Report for Fiscal For For Management 2010/2011 13 Accept Statutory Financial Statements For For Management for Fiscal 2011/2012 14 Accept Consolidated Financial For For Management Statements for Fiscal 2011/2012 15 Approve Discharge of Board and Senior For For Management Management 16 Ratify Deloitte & Touche LLP as For For Management Independent Registered Public Accounting Firm for Fiscal 2011/2012 17 Ratify Deloitte AG as Swiss Registered For For Management Auditors for Fiscal 2011/2012 18 Ratify PricewaterhouseCoopers AG as For For Management Special Auditor for Fiscal 2011/2012 19 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 20 Amend Omnibus Stock Plan For For Management 21 Approve Reduction in Share Capital For For Management 22 Authorize Share Repurchase Program For Against Management 23 Approve Ordinary Cash Dividend For For Management 24 Approve Reallocation of Free Reserves For For Management to Legal Reserves 25 Adjourn Meeting For Against Management -------------------------------------------------------------------------------- TEEKAY CORP. Ticker: TK Security ID: Y8564W103 Meeting Date: JUN 06, 2012 Meeting Type: Annual Record Date: APR 11, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Ian D. Blackburne as Director For For Management 1.2 Elect William B. Berry as Director For For Management 1.3 Elect C. Sean Day as Director For For Management 2 Transact Other Business (Voting) For Against Management -------------------------------------------------------------------------------- THE ALLSTATE CORPORATION Ticker: ALL Security ID: 020002101 Meeting Date: MAY 22, 2012 Meeting Type: Annual Record Date: MAR 23, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director F. Duane Ackerman For For Management 2 Elect Director Robert D. Beyer For For Management 3 Elect Director W. James Farrell For For Management 4 Elect Director Jack M. Greenberg For For Management 5 Elect Director Ronald T. LeMay For For Management 6 Elect Director Andrea Redmond For For Management 7 Elect Director H. John Riley, Jr. For For Management 8 Elect Director John W. Rowe For For Management 9 Elect Director Joshua I. Smith For For Management 10 Elect Director Judith A. Sprieser For For Management 11 Elect Director Mary Alice Taylor For For Management 12 Elect Director Thomas J. Wilson For For Management 13 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 14 Provide Right to Act by Written Consent For For Management 15 Provide Right to Call Special Meeting For For Management 16 Ratify Auditors For For Management 17 Report on Political Contributions Against For Shareholder -------------------------------------------------------------------------------- THE CHUBB CORPORATION Ticker: CB Security ID: 171232101 Meeting Date: APR 24, 2012 Meeting Type: Annual Record Date: MAR 02, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Zoe Baird Budinger For For Management 2 Elect Director Sheila P. Burke For For Management 3 Elect Director James I. Cash, Jr. For For Management 4 Elect Director John D. Finnegan For For Management 5 Elect Director Lawrence W. Kellner For For Management 6 Elect Director Martin G. McGuinn For For Management 7 Elect Director Lawrence M. Small For For Management 8 Elect Director Jess Soderberg For For Management 9 Elect Director Daniel E. Somers For For Management 10 Elect Director James M. Zimmerman For For Management 11 Elect Director Alfred W. Zollar For For Management 12 Ratify Auditors For For Management 13 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 14 Adopt Proxy Statement Reporting on Against Against Shareholder Political Contributions and Advisory Vote -------------------------------------------------------------------------------- THE DOW CHEMICAL COMPANY Ticker: DOW Security ID: 260543103 Meeting Date: MAY 10, 2012 Meeting Type: Annual Record Date: MAR 19, 2012 # 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 John B. Hess For For Management 6 Elect Director Andrew N. Liveris For For Management 7 Elect Director Paul Polman For For Management 8 Elect Director Dennis H. Reilley For For Management 9 Elect Director James M. Ringler For For Management 10 Elect Director Ruth G. Shaw For For Management 11 Ratify Auditors For For Management 12 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 13 Approve Omnibus Stock Plan For For Management 14 Approve Nonqualified Employee Stock For For Management Purchase Plan 15 Provide Right to Act by Written Consent Against For Shareholder 16 Require Independent Board Chairman Against Against Shareholder -------------------------------------------------------------------------------- THE HOME DEPOT, INC. Ticker: HD Security ID: 437076102 Meeting Date: MAY 17, 2012 Meeting Type: Annual Record Date: MAR 19, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director F. Duane Ackerman For For Management 2 Elect Director Francis S. Blake For For Management 3 Elect Director Ari Bousbib For For Management 4 Elect Director Gregory D. Brenneman For For Management 5 Elect Director J. Frank Brown 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 Elect Director Ronald L. Sargent For For Management 11 Ratify Auditors For For Management 12 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 13 Amend Qualified Employee Stock For For Management Purchase Plan 14 Adopt Proxy Statement Reporting on Against Against Shareholder Political Contributions and Advisory Vote 15 Prepare Employment Diversity Report Against For Shareholder 16 Amend Right to Act by Written Consent Against For Shareholder 17 Amend Bylaws -- Call Special Meetings Against For Shareholder 18 Report on Charitable Contributions Against Against Shareholder 19 Adopt Storm Water Run-off Management Against Against Shareholder Policy -------------------------------------------------------------------------------- THE KROGER CO. Ticker: KR Security ID: 501044101 Meeting Date: JUN 21, 2012 Meeting Type: Annual Record Date: APR 23, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Reuben V. Anderson For For Management 2 Elect Director Robert D. Beyer For For Management 3 Elect Director David B. Dillon For For Management 4 Elect Director Susan J. Kropf For For Management 5 Elect Director John T. LaMacchia For For Management 6 Elect Director David B. Lewis For For Management 7 Elect Director W. Rodney McMullen For For Management 8 Elect Director Jorge P. Montoya For For Management 9 Elect Director Clyde R. Moore For For Management 10 Elect Director Susan M. Phillips For For Management 11 Elect Director Steven R. Rogel For For Management 12 Elect Director James A. Runde For For Management 13 Elect Director Ronald L. Sargent For For Management 14 Elect Director Bobby S. Shackouls For For Management 15 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 16 Ratify Auditors For For Management 17 Adopt ILO Based Code of Conduct Against For Shareholder 18 Report on Adopting Extended Producer Against For Shareholder Responsibility Policy -------------------------------------------------------------------------------- THE MCGRAW-HILL COMPANIES, INC. Ticker: MHP Security ID: 580645109 Meeting Date: APR 25, 2012 Meeting Type: Annual Record Date: MAR 12, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Pedro Aspe For For Management 2 Elect Director Winfried Bischoff For For Management 3 Elect Director William D. Green For For Management 4 Elect Director Linda Koch Lorimer For For Management 5 Elect Director Harold McGraw, III For For Management 6 Elect Director Robert P. McGraw For For Management 7 Elect Director Hilda Ochoa-Brillembourg For For Management 8 Elect Director Michael Rake For For Management 9 Elect Director Edward B. Rust, Jr. For For Management 10 Elect Director Kurt L. Schmoke For For Management 11 Elect Director Sidney Taurel For For Management 12 Elect Director Richard E. Thornburgh For For Management 13 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 14 Ratify Auditors For For Management 15 Provide Right to Act by Written Consent Against For Shareholder -------------------------------------------------------------------------------- THE PNC FINANCIAL SERVICES GROUP, INC. Ticker: PNC Security ID: 693475105 Meeting Date: APR 24, 2012 Meeting Type: Annual Record Date: JAN 31, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Richard O. Berndt For For Management 2 Elect Director Charles E. Bunch For For Management 3 Elect Director Paul W. Chellgren For For Management 4 Elect Director Kay Coles James For For Management 5 Elect Director Richard B. Kelson For For Management 6 Elect Director Bruce C. Lindsay For For Management 7 Elect Director Anthony A. Massaro For For Management 8 Elect Director Jane G. Pepper For For Management 9 Elect Director James E. Rohr For For Management 10 Elect Director Donald J. Shepard For For Management 11 Elect Director Lorene K. Steffes For For Management 12 Elect Director Dennis F. Strigl For For Management 13 Elect Director Thomas J. Usher For For Management 14 Elect Director George H. Walls, Jr. For For Management 15 Elect Director Helge H. Wehmeier For For Management 16 Ratify Auditors For For Management 17 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- THE PROCTER & GAMBLE COMPANY Ticker: PG Security ID: 742718109 Meeting Date: OCT 11, 2011 Meeting Type: Annual Record Date: AUG 12, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Angela F. Braly For For Management 2 Elect Director Kenneth I. Chenault For For Management 3 Elect Director Scott D. Cook For For Management 4 Elect Director Susan Desmond-Hellmann For For Management 5 Elect Director Robert A. McDonald For For Management 6 Elect Director W. James McNerney, Jr. For For Management 7 Elect Director Johnathan A. Rodgers For For Management 8 Elect Director Margaret C. Whitman For For Management 9 Elect Director Mary Agnes Wilderotter For For Management 10 Elect Director Patricia A. Woertz For For Management 11 Elect Director Ernesto Zedillo For For Management 12 Ratify Auditors For For Management 13 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 14 Advisory Vote on Say on Pay Frequency One Year One Year Management 15 Amend Articles of Incorporation For For Management 16 Provide for Cumulative Voting Against Against Shareholder 17 Phase Out Use of Laboratory Animals in Against Against Shareholder Pet Food Product Testing 18 Report on Political Contributions and Against Against Shareholder Provide Advisory Vote -------------------------------------------------------------------------------- THE TRAVELERS COMPANIES, INC. Ticker: TRV Security ID: 89417E109 Meeting Date: MAY 23, 2012 Meeting Type: Annual Record Date: MAR 26, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Alan L. Beller For For Management 2 Elect Director John H. Dasburg For For Management 3 Elect Director Janet M. Dolan For For Management 4 Elect Director Kenneth M. Duberstein For For Management 5 Elect Director Jay S. Fishman For For Management 6 Elect Director Lawrence G. Graev For For Management 7 Elect Director Patricia L. Higgins For For Management 8 Elect Director Thomas R. Hodgson For For Management 9 Elect Director William J. Kane For For Management 10 Elect Director Cleve L. Killingsworth, For For Management Jr. 11 Elect Director Donald J. Shepard For For Management 12 Elect Director Laurie J. Thomsen For For Management 13 Ratify Auditors For For Management 14 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 15 Report on Political Contributions Against For Shareholder -------------------------------------------------------------------------------- TIME WARNER CABLE INC. Ticker: TWC Security ID: 88732J207 Meeting Date: MAY 17, 2012 Meeting Type: Annual Record Date: MAR 22, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Carole Black For For Management 2 Elect Director Glenn A. Britt For For Management 3 Elect Director Thomas H. Castro For For Management 4 Elect Director David C. Chang For For Management 5 Elect Director James E. Copeland, Jr. For For Management 6 Elect Director Peter R. Haje For For Management 7 Elect Director Donna A. James For For Management 8 Elect Director Don Logan For For Management 9 Elect Director N.J. Nicholas, Jr. For For Management 10 Elect Director Wayne H. Pace For For Management 11 Elect Director Edward D. Shirley For For Management 12 Elect Director John E. Sununu For For Management 13 Ratify Auditors For For Management 14 Approve Executive Incentive Bonus Plan For For Management 15 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 16 Provide Right to Call Special Meeting Against For Shareholder -------------------------------------------------------------------------------- TRANSOCEAN LTD. Ticker: RIGN Security ID: H8817H100 Meeting Date: MAY 18, 2012 Meeting Type: Annual Record Date: MAY 01, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Appropriation of the Available For For Management Earnings for Fiscal Year 2011 3a Elect Glyn Barker as Director For For Management 3b Elect Vanessa C.L. Chang as Director For For Management 3c Elect Chad Deaton as Director For For Management 3d Reelect Edward R. Muller as Director For For Management 3e Reelect Tan Ek Kia as Director For For Management 4 Appointment Of Ernst & Young LLP as For For Management Independent Registered Public Accounting Firm for Fiscal Year 2012 5 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- TRW AUTOMOTIVE HOLDINGS CORP. Ticker: TRW Security ID: 87264S106 Meeting Date: MAY 15, 2012 Meeting Type: Annual Record Date: MAR 19, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James F. Albaugh For Withhold Management 1.2 Elect Director Robert L. Friedman For For Management 1.3 Elect Director J. Michael Losh For For Management 1.4 Elect Director David S. Taylor For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Approve Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- TYCO INTERNATIONAL LTD. Ticker: TYC Security ID: H89128104 Meeting Date: MAR 07, 2012 Meeting Type: Annual Record Date: JAN 09, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports for Fiscal 2010/2011 2 Approve Discharge of Board and Senior For For Management Management 3.1 Elect Edward D. Breen as Director For For Management 3.2 Elect Michael Daniels as Director For For Management 3.3 Reelect Timothy Donahue as Director For For Management 3.4 Reelect Brian Duperreault as Director For For Management 3.5 Reelect Bruce Gordon as Director For For Management 3.6 Reelect Rajiv L. Gupta as Director For For Management 3.7 Reelect John Krol as Director For For Management 3.8 Reelect Brendan O'Neill as Director For For Management 3.9 Reelect Dinesh Paliwal as Director For For Management 3.10 Reelect William Stavropoulos as For For Management Director 3.11 Reelect Sandra Wijnberg as Director For For Management 3.12 Reelect R. David Yost as Director For For Management 4a Ratify Deloitte AG as Auditors For For Management 4b Appoint Deloitte & Touche LLP as For For Management Independent Registered Public Accounting Firm for Fiscal 2011/2012 4c Ratify PricewaterhouseCoopers AG as For For Management Special Auditors 5a Approve Allocation of Income For For Management 5b Approve Consolidated Reserves For For Management 5c Approve Ordinary Cash Dividend For For Management 6 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 7 Amend Articles of Association For For Management Regarding Book Entry Securities and Transfer of Registered Seat -------------------------------------------------------------------------------- TYSON FOODS, INC. Ticker: TSN Security ID: 902494103 Meeting Date: FEB 03, 2012 Meeting Type: Annual Record Date: DEC 05, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John Tyson For For Management 1.2 Elect Director Kathleen M. Bader For For Management 1.3 Elect Director Gaurdie E. Banister, Jr. For For Management 1.4 Elect Director Jim Kever For For Management 1.5 Elect Director Kevin M. McNamara For For Management 1.6 Elect Director Brad T. Sauer For For Management 1.7 Elect Director Robert Thurber For For Management 1.8 Elect Director Barbara A. Tyson For For Management 1.9 Elect Director Albert C. Zapanta For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- UGI CORPORATION Ticker: UGI Security ID: 902681105 Meeting Date: JAN 19, 2012 Meeting Type: Annual Record Date: NOV 14, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Stephen D. Ban For For Management 1.2 Elect Director Lon R. Greenberg For For Management 1.3 Elect Director Marvin O. Schlanger For For Management 1.4 Elect Director Anne Pol For For Management 1.5 Elect Director Earnest E. Jones For For Management 1.6 Elect Director John L. Walsh For For Management 1.7 Elect Director Robert B. Vincent For For Management 1.8 Elect Director M. Shawn Puccio For For Management 1.9 Elect Director Richard W. Gochnauer For For Management 1.10 Elect Director Frank S. Hermance For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify Auditors For For Management -------------------------------------------------------------------------------- UNION PACIFIC CORPORATION Ticker: UNP Security ID: 907818108 Meeting Date: MAY 10, 2012 Meeting Type: Annual Record Date: FEB 29, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Andrew H. Card, Jr. For For Management 2 Elect Director Erroll B. Davis, Jr. For For Management 3 Elect Director Thomas J. Donohue For For Management 4 Elect Director Archie W. Dunham For For Management 5 Elect Director Judith Richards Hope For For Management 6 Elect Director Charles C. Krulak For For Management 7 Elect Director Michael R. McCarthy For For Management 8 Elect Director Michael W. McConnell For For Management 9 Elect Director Thomas F. McLarty, III For For Management 10 Elect Director Steven R. Rogel For For Management 11 Elect Director Jose H. Villarreal For For Management 12 Elect Director James R. Young For For Management 13 Ratify Auditors For For Management 14 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 15 Report on Lobbying Payments and Policy Against For Shareholder 16 Stock Retention Against Against Shareholder -------------------------------------------------------------------------------- UNITEDHEALTH GROUP INCORPORATED Ticker: UNH Security ID: 91324P102 Meeting Date: JUN 04, 2012 Meeting Type: Annual Record Date: APR 05, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director William C. Ballard, Jr. For For Management 2 Elect Director Richard T. Burke For For Management 3 Elect Director Robert J. Darretta For For Management 4 Elect Director Stephen J. Hemsley For For Management 5 Elect Director Michele J. Hooper For For Management 6 Elect Director Rodger A. Lawson For For Management 7 Elect Director Douglas W. Leatherdale For For Management 8 Elect Director Glenn M. Renwick For For Management 9 Elect Director Kenneth I. Shine For For Management 10 Elect Director Gail R. Wilensky For For Management 11 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 12 Ratify Auditors For For Management 13 Report on Lobbying Payments and Policy Against For Shareholder -------------------------------------------------------------------------------- VENTAS, INC. Ticker: VTR Security ID: 92276F100 Meeting Date: JUL 01, 2011 Meeting Type: Special Record Date: MAY 13, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Issue Shares in Connection with For For Management Acquisition 2 Increase Authorized Common Stock For For Management 3 Adjourn Meeting For For Management -------------------------------------------------------------------------------- VERIZON COMMUNICATIONS INC. Ticker: VZ Security ID: 92343V104 Meeting Date: MAY 03, 2012 Meeting Type: Annual Record Date: MAR 05, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Richard L. Carrion For For Management 2 Elect Director Melanie L. Healey For For Management 3 Elect Director M. Frances Keeth For For Management 4 Elect Director Robert W. Lane For For Management 5 Elect Director Lowell C. McAdam For For Management 6 Elect Director Sandra O. Moose For For Management 7 Elect Director Joseph Neubauer For For Management 8 Elect Director Donald T. Nicolaisen For For Management 9 Elect Director Clarence Otis, Jr. For For Management 10 Elect Director Hugh B. Price For For Management 11 Elect Director Rodney E. Slater For For Management 12 Ratify Auditors For For Management 13 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 14 Disclose Prior Government Service Against Against Shareholder 15 Report on Lobbying Payments and Policy Against For Shareholder 16 Performance-Based and/or Time-Based Against Against Shareholder Equity Awards 17 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings 18 Provide Right to Act by Written Consent Against For Shareholder 19 Commit to Wireless Network Neutrality Against Against Shareholder -------------------------------------------------------------------------------- WEINGARTEN REALTY INVESTORS Ticker: WRI Security ID: 948741103 Meeting Date: MAY 08, 2012 Meeting Type: Annual Record Date: MAR 12, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Andrew M. Alexander For For Management 1.2 Elect Director Stanford Alexander For For Management 1.3 Elect Director James W. Crownover For For Management 1.4 Elect Director Robert J. Cruikshank For For Management 1.5 Elect Director Melvin A. Dow For For Management 1.6 Elect Director Stephen A. Lasher For For Management 1.7 Elect Director Douglas W. Schnitzer For For Management 1.8 Elect Director C. Park Shaper For For Management 1.9 Elect Director Marc J. Shapiro For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- WELLPOINT, INC. Ticker: WLP Security ID: 94973V107 Meeting Date: MAY 16, 2012 Meeting Type: Annual Record Date: MAR 15, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Lenox D. Baker, Jr. For For Management 2 Elect Director Susan B. Bayh For For Management 3 Elect Director Julie A. Hill For For Management 4 Elect Director Ramiro G. Peru For For Management 5 Ratify Auditors For For Management 6 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 7 Report on Political Contributions Against For Shareholder -------------------------------------------------------------------------------- WELLS FARGO & COMPANY Ticker: WFC Security ID: 949746101 Meeting Date: APR 24, 2012 Meeting Type: Annual Record Date: FEB 24, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director John D. Baker, II For For Management 2 Elect Director Elaine L. Chao For For Management 3 Elect Director John S. Chen For For Management 4 Elect Director Lloyd H. Dean For For Management 5 Elect Director Susan E. Engel For For Management 6 Elect Director Enrique Hernandez, Jr. For For Management 7 Elect Director Donald M. James For For Management 8 Elect Director Cynthia H. Milligan For For Management 9 Elect Director Nicholas G. Moore For For Management 10 Elect Director Federico F. Pena For For Management 11 Elect Director Philip J. Quigley For For Management 12 Elect Director Judith M. Runstad For For Management 13 Elect Director Stephen W. Sanger For For Management 14 Elect Director John G. Stumpf For For Management 15 Elect Director Susan G. Swenson For For Management 16 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 17 Ratify Auditors For For Management 18 Require Independent Board Chairman Against Against Shareholder 19 Provide for Cumulative Voting Against Against Shareholder 20 Adopt Proxy Access Right Against Against Shareholder 21 Require Audit Committee Review and Against Against Shareholder Report on Controls Related to Loans, Foreclosure and Securitizations ========== 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 Equity Income Fund, Inc. By: Robert M. Keith* ----------------------- Chief Executive Officer Date: August 30, 2012 *By: /s/ Emilie D. Wrapp -------------------- Emilie D. Wrapp Secretary POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature appears below hereby revokes all prior powers granted by the undersigned to the extent inconsistent herewith and constitutes and appoints Robert M. Keith, Emilie D. Wrapp, Eric C. Freed, Nancy E. Hay and Stephen J. Laffey and each of them, to act severally as attorney-in-fact and agent, with power of substitution and resubstitution, for the undersigned in any and all capacities, solely for the purpose of signing the respective Registration Statements, and any amendments thereto, on Form N-1A and any other filings of: -AllianceBernstein Balanced Shares, Inc. -AllianceBernstein Blended Style Series, Inc. -AllianceBernstein Bond Fund, Inc. -AllianceBernstein Cap Fund, Inc. -AllianceBernstein Core Opportunities Fund, Inc. -AllianceBernstein Corporate Shares -AllianceBernstein Equity Income Fund, Inc. -AllianceBernstein Exchange Reserves -AllianceBernstein Fixed-Income Shares, Inc. -AllianceBernstein Global Bond Fund, Inc. -AllianceBernstein Global Growth Fund, Inc. -AllianceBernstein Global Real Estate Investment Fund, Inc. -AllianceBernstein Global Thematic Growth Fund, Inc. -AllianceBernstein Greater China '97 Fund, Inc. -AllianceBernstein Growth and Income Fund, Inc. -AllianceBernstein High Income Fund, Inc. -AllianceBernstein Institutional Funds, Inc. -AllianceBernstein International Growth Fund, Inc. -AllianceBernstein Large Cap Growth Fund, Inc. -AllianceBernstein Small/Mid-Cap Growth Fund, Inc. -AllianceBernstein Municipal Income Fund, Inc. -AllianceBernstein Municipal Income Fund II -AllianceBernstein Trust -AllianceBernstein Unconstrained Bond Fund, Inc. -AllianceBernstein Variable Products Series Fund, Inc. -The AllianceBernstein Portfolios -The AllianceBernstein Pooling Portfolios -Sanford C. Bernstein Fund II, Inc. and filing the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may do or cause to be done by virtue hereof. /s/ Robert M. Keith -------------------------------- Robert M. Keith Dated: August 2, 2011