UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number 811-04494
The Gabelli Asset Fund
(Exact name of registrant as specified in charter)
One Corporate Center
Rye, New York 10580-1422
(Address of principal executive offices) (Zip code)
Bruce N. Alpert
Gabelli Funds, LLC
One Corporate Center
Rye, New York 10580-1422
(Name and address of agent for service)
Registrant's telephone number, including area code: 800-422-3554
Date of fiscal year end: December 31
Date of reporting period: July 1, 2008 - June 30, 2009
Form N-PX is to be used by a registered management investment company, other
than a small business investment company registered on Form N-5 (Sections 239.24
and 274.5 of this chapter), to file reports with the Commission, not later than
August 31 of each year, containing the registrant's proxy voting record for the
most recent twelve-month period ended June 30, pursuant to section 30 of the
Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4).
The Commission may use the information provided on Form N-PX in its regulatory,
disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-PX, and
the Commission will make this information public. A registrant is not required
to respond to the collection of information contained in Form N-PX unless the
Form displays a currently valid Office of Management and Budget ("OMB") control
number. Please direct comments concerning the accuracy of the information
collection burden estimate and any suggestions for reducing the burden to the
Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC
20549. The OMB has reviewed this collection of information under the clearance
requirements of 44 U.S.C. Section 3507.
PROXY VOTING RECORD
FOR PERIOD JULY 1, 2008 TO JUNE 30, 2009
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 1
The Gabelli Asset Fund
INVESTMENT COMPANY REPORT
INTERACTIVE BROKERS GROUP INC
SECURITY 45841N107 MEETING TYPE Annual
TICKER SYMBOL IBKR MEETING DATE 08-Jul-2008
ISIN US45841N1072 AGENDA 932914840 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1A ELECTION OF DIRECTOR: THOMAS PETERFFY Management For For
1B ELECTION OF DIRECTOR: EARL H. NEMSER Management For For
1C ELECTION OF DIRECTOR: PAUL J. BRODY Management For For
1D ELECTION OF DIRECTOR: MILAN GALIK Management For For
1E ELECTION OF DIRECTOR: LAWRENCE E. HARRIS Management For For
1F ELECTION OF DIRECTOR: HANS R. STOLL Management For For
1G ELECTION OF DIRECTOR: IVERS W. RILEY Management For For
02 APPROVAL OF THE 2007 STOCK INCENTIVE PLAN Management Against Against
03 RATIFICATION OF APPOINTMENT OF INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM OF DELOITTE
& TOUCHE LLP
CAVCO INDUSTRIES, INC.
SECURITY 149568107 MEETING TYPE Annual
TICKER SYMBOL CVCO MEETING DATE 09-Jul-2008
ISIN US149568107 AGENDA 932924877 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 JOSEPH H. STEGMAYER For For
2 WILLIAM C. BOOR For For
02 RATIFICATION OF THE APPOINTMENT OF INDEPENDENT Management For For
AUDITOR FOR FISCAL 2009.
MACROVISION SOLUTIONS CORPORATION
SECURITY 55611C108 MEETING TYPE Special
TICKER SYMBOL MVSN MEETING DATE 15-Jul-2008
ISIN US55611C1080 AGENDA 932927378 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 TO APPROVE THE ADOPTION OF THE MACROVISION Management Against Against
SOLUTIONS CORPORATION 2008 EQUITY INCENTIVE
PLAN (THE "2008 EQUITY PLAN") COMPRISING
14,300,000 SHARES OF MACROVISION SOLUTIONS
CORPORATION COMMON STOCK RESERVED FOR ISSUANCE
UNDER THE 2008 EQUITY PLAN.
02 TO APPROVE THE ADOPTION OF THE MACROVISION Management For For
SOLUTIONS CORPORATION 2008 EMPLOYEE STOCK
PURCHASE PLAN (THE "2008 ESPP") COMPRISING
7,500,000 SHARES OF MACROVISION SOLUTIONS
CORPORATION COMMON STOCK RESERVED FOR ISSUANCE
UNDER THE 2008 ESPP.
THE E.W. SCRIPPS COMPANY
SECURITY 811054204 MEETING TYPE Special
TICKER SYMBOL SSP MEETING DATE 15-Jul-2008
ISIN US8110542045 AGENDA 932928611 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 TO APPROVE THE AMENDMENT TO THE COMPANY'S Management For For
AMENDED AND RESTATED ARTICLES OF INCORPORATION
TO EFFECT THE 1-FOR-3 REVERSE SHARE SPLIT AND
CORRESPONDING REDUCTION IN STATED CAPITAL.
BRITISH TELECOMMUNICATIONS P L C
SECURITY G16612106 MEETING TYPE Annual General Meeting
TICKER SYMBOL BT MEETING DATE 16-Jul-2008
ISIN GB0030913577 AGENDA 701606723 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1. Approve the report and accounts Management For For
2. Approve the remuneration report Management For For
3. Approve the final dividend Management For For
4. Re-elect Mr. Hanif Lalani as a Director Management For For
5. Re-elect Mr. Carl Symon as a Director Management For For
6. Elect Sir. Michael Rake as a Director Management For For
7. Elect Mr. Gavin Patterson as a Director Management For For
8. Elect Mr. J. Eric Daniels as a Director Management For For
9. Elect Mr. Rt. Hon Patricia Hewitt MP as a Management For For
Director
10. Re-appoint the Auditors Management For For
11. Approve the remuneration of the Auditors Management For For
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 2
The Gabelli Asset Fund
12. Authorize to allot shares Management For For
S.13 Authorize to allot shares for cash Management For For
S.14 Authorize to purchase own shares Management For For
15. Authorize the political donation Management For For
BT GROUP PLC
SECURITY 05577E101 MEETING TYPE Annual
TICKER SYMBOL BT MEETING DATE 16-Jul-2008
ISIN US05577E1010 AGENDA 932927253 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 REPORTS AND ACCOUNTS Management For For
02 REMUNERATION REPORT Management For For
03 FINAL DIVIDEND Management For For
04 RE-ELECT HANIF LALANI Management For For
05 RE-ELECT CARL SYMON Management For For
06 ELECT SIR MICHAEL RAKE Management For For
07 ELECT GAVIN PATTERSON Management For For
08 ELECT J ERIC DANIELS Management For For
09 ELECT RT HON PATRICIA HEWITT MP Management For For
10 REAPPOINTMENT OF AUDITORS Management For For
11 REMUNERATION OF AUDITORS Management For For
12 AUTHORITY TO ALLOT SHARES Management For For
S13 AUTHORITY TO ALLOT SHARES FOR CASH Management For For
S14 AUTHORITY TO PURCHASE OWN SHARES Management For For
15 AUTHORITY FOR POLITICAL DONATIONS Management For For
CONSTELLATION BRANDS, INC.
SECURITY 21036P108 MEETING TYPE Annual
TICKER SYMBOL STZ MEETING DATE 17-Jul-2008
ISIN US21036P1084 AGENDA 932924423 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 BARRY A. FROMBERG For For
2 JEANANNE K. HAUSWALD For For
3 JAMES A. LOCKE III For For
4 THOMAS C. MCDERMOTT For For
5 PETER M. PEREZ For For
6 RICHARD SANDS For For
7 ROBERT SANDS For For
8 PAUL L. SMITH For For
9 PETER H. SODERBERG For For
10 MARK ZUPAN For For
02 PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP Management For For
AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
FEBRUARY 28, 2009.
MODINE MANUFACTURING COMPANY
SECURITY 607828100 MEETING TYPE Annual
TICKER SYMBOL MOD MEETING DATE 17-Jul-2008
ISIN US6078281002 AGENDA 932927114 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 FRANK P. INCROPERA For For
2 VINCENT L. MARTIN For For
3 BRADLEY C. RICHARDSON For For
4 MARSHA C. WILLIAMS For For
02 APPROVE THE MODINE MANUFACTURING COMPANY 2008 Management Against Against
INCENTIVE COMPENSATION PLAN.
03 RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM.
04 ACT UPON A SHAREHOLDER PROPOSAL REQUESTING Management For Against
ADOPTION OF A MAJORITY VOTING STANDARD FOR THE
ELECTION OF DIRECTORS.
THE GREAT ATLANTIC & PACIFIC TEA CO INC.
SECURITY 390064103 MEETING TYPE Annual
TICKER SYMBOL GAP MEETING DATE 17-Jul-2008
ISIN US3900641032 AGENDA 932928039 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 J.D. BARLINE For For
2 J.J. BOECKEL For For
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 3
The Gabelli Asset Fund
3 B. GAUNT For For
4 A. GULDIN For For
5 C.W.E. HAUB For For
6 D. KOURKOUMELIS For For
7 E. LEWIS For For
8 G. MAYS For For
9 M.B. TART-BEZER For For
RALCORP HOLDINGS, INC.
SECURITY 751028101 MEETING TYPE Special
TICKER SYMBOL RAH MEETING DATE 17-Jul-2008
ISIN US7510281014 AGENDA 932929081 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 TO APPROVE THE ISSUANCE OF SHARES OF RALCORP Management For For
HOLDINGS, INC. COMMON STOCK IN CONNECTION WITH
THE MERGER OF CABLE HOLDCO, INC., A NEWLY-
CREATED, WHOLLY OWNED SUBSIDIARY OF KRAFT
FOODS INC., WITH AND INTO RALCORP MAILMAN LLC,
A WHOLLY OWNED SUBSIDIARY OF RALCORP HOLDINGS,
INC.
02 TO ADJOURN THE SPECIAL MEETING, IF NECESSARY Management For For
OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES
IF THERE ARE NOT SUFFICIENT VOTES AT THE TIME
OF THE SPECIAL MEETING TO APPROVE THE ISSUANCE
OF SHARES OF RALCORP HOLDINGS, INC. COMMON
STOCK IN CONNECTION WITH THE MERGER.
CONSTELLATION ENERGY GROUP, INC.
SECURITY 210371100 MEETING TYPE Annual
TICKER SYMBOL CEG MEETING DATE 18-Jul-2008
ISIN US2103711006 AGENDA 932898921 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1A THE ELECTION OF YVES C. DE BALMANN AS A Management For For
DIRECTOR FOR A TERM TO EXPIRE IN 2009
1B THE ELECTION OF DOUGLAS L. BECKER AS A Management For For
DIRECTOR FOR A TERM TO EXPIRE IN 2009
1C THE ELECTION OF ANN C. BERZIN AS A DIRECTOR Management For For
FOR A TERM TO EXPIRE IN 2009
1D THE ELECTION OF JAMES T. BRADY AS A DIRECTOR Management For For
FOR A TERM TO EXPIRE IN 2009
1E THE ELECTION OF EDWARD A. CROOKE AS A DIRECTOR Management For For
FOR A TERM TO EXPIRE IN 2009
1F THE ELECTION OF JAMES R. CURTISS AS A DIRECTOR Management For For
FOR A TERM TO EXPIRE IN 2009
1G THE ELECTION OF FREEMAN A. HRABOWSKI, III AS A Management For For
DIRECTOR FOR A TERM TO EXPIRE IN 2009
1H THE ELECTION OF NANCY LAMPTON AS A DIRECTOR Management For For
FOR A TERM TO EXPIRE IN 2009
1I THE ELECTION OF ROBERT J. LAWLESS AS A Management For For
DIRECTOR FOR A TERM TO EXPIRE IN 2009
1J THE ELECTION OF LYNN M. MARTIN AS A DIRECTOR Management For For
FOR A TERM TO EXPIRE IN 2009
1K THE ELECTION OF MAYO A. SHATTUCK III AS A Management For For
DIRECTOR FOR A TERM TO EXPIRE IN 2009
1L THE ELECTION OF JOHN L. SKOLDS AS A DIRECTOR Management For For
FOR A TERM TO EXPIRE IN 2009
1M THE ELECTION OF MICHAEL D. SULLIVAN AS A Management For For
DIRECTOR FOR A TERM TO EXPIRE IN 2009
02 RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR 2008.
03 APPROVAL OF A CHARTER AMENDMENT TO INCREASE Management For For
THE NUMBER OF AUTHORIZED SHARES OF COMMON
STOCK.
LEGG MASON, INC.
SECURITY 524901105 MEETING TYPE Annual
TICKER SYMBOL LM MEETING DATE 22-Jul-2008
ISIN US5249011058 AGENDA 932930642 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 DENNIS R. BERESFORD* For For
2 W. ALLEN REED* For For
3 ROGER W. SCHIPKE* For For
4 NICHOLAS J. ST. GEORGE* For For
5 MARK R. FETTING** For For
6 SCOTT C. NUTTALL*** For For
02 RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM.
03 STOCKHOLDER PROPOSAL RELATING TO AN Shareholder Against For
INDEPENDENT DIRECTOR SERVING AS THE CHAIRMAN
OF THE BOARD.
04 STOCKHOLDER PROPOSAL RELATING TO AN ADVISORY Shareholder Against For
VOTE ON EXECUTIVE COMPENSATION.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 4
The Gabelli Asset Fund
PALM HARBOR HOMES, INC.
SECURITY 696639103 MEETING TYPE Annual
TICKER SYMBOL PHHM MEETING DATE 23-Jul-2008
ISIN US6966391038 AGENDA 932929702 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 LARRY H. KEENER For For
2 WILLIAM M. ASHBAUGH For For
3 FREDERICK R. MEYER For For
4 WALTER D. ROSENBERG, JR For For
5 A. GARY SHILLING For For
6 TIM SMITH For For
7 W. CHRISTOPHER WELLBORN For For
8 JOHN H. WILSON For For
02 RATIFICATION OF THE APPOINTMENT OF ERNST & Management For For
YOUNG LLP AS THE INDEPENDENT AUDITORS FOR THE
FISCAL YEAR ENDING MARCH 27, 2009.
BROWN-FORMAN CORPORATION
SECURITY 115637100 MEETING TYPE Annual
TICKER SYMBOL BFA MEETING DATE 24-Jul-2008
ISIN US1156371007 AGENDA 932933131 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 P. BOUSQUET-CHAVANNE For For
2 BARRY D. BRAMLEY For For
3 GEO. GARVIN BROWN IV For For
4 MARTIN S. BROWN, JR. For For
5 DONALD G. CALDER For For
6 SANDRA A. FRAZIER For For
7 RICHARD P. MAYER For For
8 WILLIAM E. MITCHELL For For
9 MATTHEW R. SIMMONS For For
10 WILLIAM M. STREET For For
11 DACE BROWN STUBBS For For
12 PAUL C. VARGA For For
13 JAMES S. WELCH, JR. For For
SMITHS GROUP PLC, LONDON
SECURITY G82401111 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL SMIN.L MEETING DATE 28-Jul-2008
ISIN GB00B1WY2338 AGENDA 701656918 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
S.1 Adopt, with effect on and from 01 OCT 2008, Management For For
the Articles of Association as specified, in
substitution for, and to the exclusion of the
current Articles of Association
2. Approve the Smiths Group Value Sharing Plan Management For For
[the Group VSP], as specified; and authorize
the Directors to do all such acts and things
as they may consider appropriate to implement
the Group VSP including the establishment of
the Divisional Value Sharing Plans and the
making of any amendments to the rules and the
establishment of any sub-plans for the benefit
of employees outside the UK [modified as
necessary to take account of relevant exchange
control, taxation and securities laws of the
relevant jurisdiction]; and to vote as
Directors and be counted in any quorum on any
matter connected with the Group VSP,
notwithstanding that they may be interested in
the same, save that no Director may vote or be
counted in the quorum on any matter solely
concerning his own participation herein, and
that any prohibition on the Directors' voting
shall be suspended to this extent accordingly
3. Amend the rules of the Smiths Group Management For For
Co-investment Plan [the CIP], as specified;
and authorize the Directors to do all such
acts and things as they may consider
appropriate to implement the amended rules of
the CIP; and to vote as the Directors and be
counted in any quorum on any manner connected
with the CIP, notwithstanding that they may be
interested in the same, save that no director
may vote or be counted in the quorum on any
matter solely concerning his own participation
herein, and that any prohibition on directors'
voting shall be suspended to this extent
accordingly
VODAFONE GROUP PLC
SECURITY 92857W209 MEETING TYPE Annual
TICKER SYMBOL VOD MEETING DATE 29-Jul-2008
ISIN US92857W2098 AGENDA 932928990 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 TO RECEIVE THE COMPANY'S ACCOUNTS AND REPORTS Management For For
OF THE DIRECTORS AND AUDITORS FOR THE YEAR
ENDED 31 MARCH 2008.
02 TO RE-ELECT SIR JOHN BOND AS A DIRECTOR Management For For
(MEMBER OF THE NOMINATIONS AND GOVERNANCE
COMMITTEE)
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 5
The Gabelli Asset Fund
03 TO RE-ELECT JOHN BUCHANAN AS A DIRECTOR Management For For
(MEMBER OF THE AUDIT COMMITTEE) (MEMBER OF THE
NOMINATIONS AND GOVERNANCE COMMITTEE)
04 TO RE-ELECT VITTORIO COLAO AS A DIRECTOR Management For For
05 TO RE-ELECT ANDY HALFORD AS A DIRECTOR Management For For
06 TO RE-ELECT ALAN JEBSON AS A DIRECTOR (MEMBER Management For For
OF THE AUDIT COMMITTEE)
07 TO RE-ELECT NICK LAND AS A DIRECTOR (MEMBER OF Management For For
THE AUDIT COMMITTEE)
08 TO RE-ELECT ANNE LAUVERGEON AS A DIRECTOR Management For For
(MEMBER OF THE AUDIT COMMITTEE)
09 TO RE-ELECT SIMON MURRAY AS A DIRECTOR (MEMBER Management For For
OF THE REMUNERATION COMMITTEE)
10 TO RE-ELECT LUC VANDEVELDE AS A DIRECTOR Management For For
(MEMBER OF THE NOMINATIONS AND GOVERNANCE
COMMITTEE) (MEMBER OF THE REMUNERATION
COMMITTEE)
11 TO RE-ELECT ANTHONY WATSON AS A DIRECTOR Management For For
(MEMBER OF THE REMUNERATION COMMITTEE)
12 TO RE-ELECT PHILIP YEA AS A DIRECTOR (MEMBER Management For For
OF THE REMUNERATION COMMITTEE)
13 TO APPROVE A FINAL DIVIDEND OF 5.02P PER Management For For
ORDINARY SHARE
14 TO APPROVE THE REMUNERATION REPORT Management For For
15 TO RE-APPOINT DELOITTE & TOUCHE LLP AS AUDITORS Management For For
16 TO AUTHORISE THE AUDIT COMMITTEE TO DETERMINE Management For For
THE REMUNERATION OF THE AUDITORS
17 TO RENEW THE AUTHORITY TO ALLOT SHARES UNDER Management For For
ARTICLE 16.2 OF THE COMPANY'S ARTICLES OF
ASSOCIATION
18 TO RENEW THE AUTHORITY TO DIS-APPLY Management For For
PRE-EMPTION RIGHTS UNDER ARTICLE 16.3 OF THE
COMPANY'S ARTICLES OF ASSOCIATION (SPECIAL
RESOLUTION)
19 TO AUTHORISE THE COMPANY'S PURCHASE OF ITS OWN Management For For
SHARES (SECTION 166, COMPANIES ACT 1985)
(SPECIAL RESOLUTION)
20 TO AUTHORISE THE COMPANY TO MAKE DONATIONS TO Management For For
POLITICAL PARTIES, AND/OR INDEPENDENT ELECTION
CANDIDATES; TO POLITICAL ORGANIZATIONS OTHER
THAN POLITICAL PARTIES; AND TO INCUR POLITICAL
EXPENDITURE (PART 14, COMPANIES ACT 2006)
21 TO ADOPT NEW ARTICLES OF ASSOCIATION (SPECIAL Management For For
RESOLUTION)
22 TO APPROVE THE RULES OF THE VODAFONE GROUP Management For For
2008 SHARESAVE PLAN
SAFECO CORPORATION
SECURITY 786429100 MEETING TYPE Annual
TICKER SYMBOL SAF MEETING DATE 29-Jul-2008
ISIN US7864291007 AGENDA 932932103 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 APPROVAL OF THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF APRIL 23, 2008, BY AND AMONG
LIBERTY MUTUAL INSURANCE COMPANY, BIG APPLE
MERGER CORPORATION AND SAFECO CORPORATION.
02 DIRECTOR Management
1 JOSEPH W. BROWN For For
2 KERRY KILLINGER For For
3 GARY F. LOCKE For For
4 CHARLES R. RINEHART For For
5 GERARDO I. LOPEZ For For
03 RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS Management For For
SAFECO'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2008.
04 ADJOURN OR POSTPONE THE ANNUAL MEETING, IF Management For For
NECESSARY OR APPROPRIATE, TO SOLICIT
ADDITIONAL PROXIES APPROVING THE MERGER
AGREEMENT.
PETROCHINA COMPANY LIMITED
SECURITY 71646E100 MEETING TYPE Special
TICKER SYMBOL PTR MEETING DATE 31-Jul-2008
ISIN US71646E1001 AGENDA 932932519 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
S1 TO REVIEW AND APPROVE THE RESOLUTION REGARDING Management For
THE ISSUE OF DOMESTIC CORPORATE BONDS IN
PRINCIPAL AMOUNT NOT EXCEEDING RMB60 BILLION
WITHIN 24 MONTHS AFTER THE DATE OF SUCH
RESOLUTION PASSED AT THE EXTRAORDINARY GENERAL
MEETING OF THE COMPANY AND TO AUTHORISE THE
BOARD OF DIRECTORS TO DEAL WITH ALL MATTERS IN
CONNECTION WITH THE ISSUE OF DOMESTIC
CORPORATE BONDS.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 6
The Gabelli Asset Fund
YAHOO! INC.
SECURITY 984332106 MEETING TYPE Contested-Annual
TICKER SYMBOL YHOO MEETING DATE 01-Aug-2008
ISIN US9843321061 AGENDA 932924992 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 ROY J. BOSTOCK For For
2 RONALD W. BURKLE For For
3 ERIC HIPPEAU For For
4 VYOMESH JOSHI For For
5 ARTHUR H. KERN For For
6 ROBERT A. KOTICK For For
7 MARY AGNES WILDEROTTER For For
8 GARY L. WILSON For For
9 JERRY YANG For For
02 RATIFICATION OF APPOINTMENT OF INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM.
03 STOCKHOLDER PROPOSAL REGARDING PAY-FOR- Shareholder Against For
SUPERIOR-PERFORMANCE.
04 STOCKHOLDER PROPOSAL REGARDING INTERNET Shareholder Against For
CENSORSHIP.
05 STOCKHOLDER PROPOSAL REGARDING BOARD COMMITTEE Shareholder Against For
ON HUMAN RIGHTS.
IAC/INTERACTIVECORP
SECURITY 44919P300 MEETING TYPE Annual
TICKER SYMBOL IACI MEETING DATE 01-Aug-2008
ISIN US44919P3001 AGENDA 932936959 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 EDGAR BRONFMAN, JR. For For
2 BARRY DILLER For For
3 VICTOR A. KAUFMAN For For
4 DONALD R. KEOUGH For For
5 BRYAN LOURD For For
6 JOHN C. MALONE For For
7 ARTHUR C. MARTINEZ For For
8 STEVEN RATTNER For For
9 ALAN G. SPOON For For
10 DIANE VON FURSTENBERG For For
11 MICHAEL P. ZEISSER For For
02 TO APPROVE THE PREFERRED STOCK MERGER Management For For
PROPOSAL, WHICH INVOLVES THE APPROVAL OF THE
ADOPTION OF A MERGER AGREEMENT TO FACILITATE
THE MERGER OF A WHOLLY-OWNED SUBSIDIARY OF IAC
WITH AND INTO IAC, IN CONNECTION WITH WHICH
EACH SHARE OF SERIES B PREFERRED STOCK WILL BE
CONVERTED INTO THE RIGHT TO RECEIVE A CASH
PAYMENT.
03 TO APPROVE THE REVERSE STOCK SPLIT PROPOSAL, Management For For
WHICH INVOLVES THE APPROVAL OF AN AMENDMENT TO
IAC'S RESTATED CERTIFICATE OF INCORPORATION TO
EFFECT A ONE-FOR-TWO REVERSE STOCK SPLIT OF
IAC COMMON STOCK AND CLASS B COMMON STOCK,
WHICH MAY BE IMPLEMENTED BY IAC'S BOARD OF
DIRECTORS IN ITS SOLE DISCRETION IMMEDIATELY
FOLLOWING THE COMPLETION OF THE SPIN-OFFS.
04 TO APPROVE THE 2008 STOCK AND ANNUAL INCENTIVE Management Against Against
PLAN PROPOSAL.
05 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP Management For For
AS IAC'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE 2008 FISCAL YEAR.
PRECISION CASTPARTS CORP.
SECURITY 740189105 MEETING TYPE Annual
TICKER SYMBOL PCP MEETING DATE 12-Aug-2008
ISIN US7401891053 AGENDA 932930630 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 DON R. GRABER For For
2 LESTER L. LYLES For For
02 APPROVAL OF THE 2008 EMPLOYEE STOCK PURCHASE Management For For
PLAN
03 APPROVAL OF AMENDMENTS TO THE 2001 STOCK Management For For
INCENTIVE PLAN
04 RATIFICATION OF APPOINTMENT OF INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM
H.J. HEINZ COMPANY
SECURITY 423074103 MEETING TYPE Annual
TICKER SYMBOL HNZ MEETING DATE 13-Aug-2008
ISIN US4230741039 AGENDA 932934424 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1A ELECTION OF DIRECTOR: W.R. JOHNSON Management For For
1B ELECTION OF DIRECTOR: C.E. BUNCH Management For For
1C ELECTION OF DIRECTOR: L.S. COLEMAN, JR. Management For For
1D ELECTION OF DIRECTOR: J.G. DROSDICK Management For For
1E ELECTION OF DIRECTOR: E.E. HOLIDAY Management For For
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 7
The Gabelli Asset Fund
1F ELECTION OF DIRECTOR: C. KENDLE Management For For
1G ELECTION OF DIRECTOR: D.R. O'HARE Management For For
1H ELECTION OF DIRECTOR: N. PELTZ Management For For
1I ELECTION OF DIRECTOR: D.H. REILLEY Management For For
1J ELECTION OF DIRECTOR: L.C. SWANN Management For For
1K ELECTION OF DIRECTOR: T.J. USHER Management For For
1L ELECTION OF DIRECTOR: M.F. WEINSTEIN Management For For
02 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC Management For For
ACCOUNTING FIRM.
03 AMEND THE COMPANY BY-LAWS AND ARTICLES OF Management For For
INCORPORATION TO REDUCE SHAREHOLDER VOTE
REQUIRED TO AMEND D&O INDEMNITY
04 AMEND COMPANY ARTICLES OF INCORPORATION TO Management For For
REDUCE SHAREHOLDER VOTE REQUIRED TO APPROVE
CERTAIN BUSINESS COMBINATIONS.
THE J. M. SMUCKER COMPANY
SECURITY 832696405 MEETING TYPE Annual
TICKER SYMBOL SJM MEETING DATE 21-Aug-2008
ISIN US8326964058 AGENDA 932934715 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 VINCENT C. BYRD For For
2 R. DOUGLAS COWAN For For
3 ELIZABETH VALK LONG For For
02 RATIFICATION OF APPOINTMENT OF ERNST & YOUNG Management For For
LLP AS THE COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE 2009 FISCAL
YEAR.
H&R BLOCK, INC.
SECURITY 093671105 MEETING TYPE Annual
TICKER SYMBOL HRB MEETING DATE 04-Sep-2008
ISIN US0936711052 AGENDA 932937381 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1A ELECTION OF DIRECTOR: ALAN M. BENNETT Management For For
1B ELECTION OF DIRECTOR: THOMAS M. BLOCH Management For For
1C ELECTION OF DIRECTOR: RICHARD C. BREEDEN Management For For
1D ELECTION OF DIRECTOR: ROBERT A. GERARD Management For For
1E ELECTION OF DIRECTOR: LEN J. LAUER Management For For
1F ELECTION OF DIRECTOR: DAVID B. LEWIS Management For For
1G ELECTION OF DIRECTOR: TOM D. SEIP Management For For
1H ELECTION OF DIRECTOR: L. EDWARD SHAW, JR. Management For For
1I ELECTION OF DIRECTOR: RUSSELL P. SMYTH Management For For
1J ELECTION OF DIRECTOR: CHRISTIANNA WOOD Management For For
02 APPROVAL OF AN AMENDMENT TO THE COMPANY'S Management For For
RESTATED ARTICLES OF INCORPORATION TO REQUIRE
AN INDEPENDENT CHAIRMAN OF THE BOARD OF
DIRECTORS.
03 APPROVAL OF AN AMENDMENT TO THE COMPANY'S Management For For
RESTATED ARTICLES OF INCORPORATION TO DECREASE
THE PERMISSIBLE NUMBER OF DIRECTORS.
04 APPROVAL OF AN AMENDMENT TO THE COMPANY'S Management For For
RESTATED ARTICLES OF INCORPORATION TO IMPOSE
DIRECTOR TERM LIMITS.
05 APPROVAL OF AN AMENDMENT TO THE COMPANY'S Management For For
RESTATED ARTICLES OF INCORPORATION TO LIMIT
VOTING RIGHTS OF PREFERRED STOCK.
06 APPROVAL OF AN ADVISORY PROPOSAL ON THE Management For For
COMPANY'S EXECUTIVE PAY-FOR-PERFORMANCE
COMPENSATION POLICIES AND PROCEDURES.
07 APPROVAL OF THE 2008 DEFERRED STOCK UNIT PLAN Management Against Against
FOR OUTSIDE DIRECTORS, TO REPLACE THE 1989
STOCK OPTION PLAN FOR OUTSIDE DIRECTORS.
08 RATIFICATION OF THE APPOINTMENT OF DELOITTE & Management For For
TOUCHE LLP AS THE COMPANY'S INDEPENDENT
ACCOUNTANTS FOR THE FISCAL YEAR ENDING APRIL
30, 2009.
NAVISTAR INTERNATIONAL CORPORATION
SECURITY 63934E108 MEETING TYPE Annual
TICKER SYMBOL NAV MEETING DATE 05-Sep-2008
ISIN US63934E1082 AGENDA 932941645 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 Y. MARC BELTON For For
2 EUGENIO CLARIOND For For
3 JOHN D. CORRENTI For For
4 TERRY M. ENDSLEY For For
5 DR. ABBIE J. GRIFFIN For For
6 MICHAEL N. HAMMES For For
7 DAVID D. HARRISON For For
8 JAMES H. KEYES For For
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 8
The Gabelli Asset Fund
9 STEVEN J. KLINGER For For
10 DANIEL C. USTIAN For For
02 VOTE TO RATIFY THE SELECTION OF KPMG LLP AS Management For For
OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM.
PATTERSON COMPANIES, INC.
SECURITY 703395103 MEETING TYPE Annual
TICKER SYMBOL PDCO MEETING DATE 08-Sep-2008
ISIN US7033951036 AGENDA 932939943 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 RONALD E. EZERSKI For For
2 ANDRE B. LACY For For
02 TO APPROVE THE DEFERRED PROFIT SHARING PLAN Management For For
FOR THE EMPLOYEES OF PATTERSON DENTAL CANADA
INC.
03 TO RATIFY THE SELECTION OF ERNST & YOUNG LLP Management For For
AS OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
APRIL 25, 2009.
VIVO PARTICIPACOES SA
SECURITY P9810G108 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL VIV MEETING DATE 11-Sep-2008
ISIN BRVIVOACNOR1 AGENDA 701689169 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting
BENEFICIAL OWNER SIGNED POWER OF AT-TORNEY
(POA) IS REQUIRED IN ORDER TO LODGE AND
EXECUTE YOUR VOTING INSTRUCTION-S IN THIS
MARKET. ABSENCE OF A POA, MAY CAUSE YOUR
INSTRUCTIONS TO BE REJECTED-. IF YOU HAVE ANY
QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE
1. Ratify the wording of the main part of Article Management For For
5th of the Corporate By-laws, as proposed by
the Board of Directors in a meeting held on 26
MAY 2008, at which time the increase of the
share capital of the Company
2. Approve the Administration of the Company to Management For For
perform a reverse split of the 1,474,077,420
nominal, book entry shares, without par value,
of which 536,601,378 are common shares and
937,476,042 are preferred shares,
representative of the share capital, at the
ratio of 4 shares for 1 share of the
respective type, resulting in 368,519,356
nominal, book entry shares, without par value,
of which 134,150,345 are common shares and
234,369,011 are preferred shares, in
accordance with that which is provided for in
Article 12 of law number 6404/76, with the
consequent amendment of the main part of
Article 5 of the Corporate By-laws of t he
Company
3. Approve, as a consequence of the proposed Management For For
reverse split of shares, about the proposal to
amend the wording of the main part of Article
4 of the Corporate By-laws of the Company, in
regard to the limits of the authorized
capital, with the limit going from 3 billion
shares to 750 million shares
4. Elect Mr. Luis Miguel Da Fonseca Pacheco De Management For For
Melo as a Member of the Board of Directors
VIVO PARTICIPACOES SA
SECURITY P9810G116 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL VIV MEETING DATE 11-Sep-2008
ISIN BRVIVOACNPR8 AGENDA 701692611 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting
BENEFICIAL OWNER SIGNED POWER OF AT-TORNEY
(POA) IS REQUIRED IN ORDER TO LODGE AND
EXECUTE YOUR VOTING INSTRUCTION-S IN THIS
MARKET. ABSENCE OF A POA, MAY CAUSE YOUR
INSTRUCTIONS TO BE REJECTED-. IF YOU HAVE ANY
QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE
PLEASE NOTE THAT PREFERRED SHAREHOLDERS CAN Non-Voting
VOTE ON ALL ITEMS.
1. Ratify the wording of the main part of Article Management For For
5th of the Corporate Bylaws, as proposed by
the Board of Directors in a meeting held on 26
MAY 2008, at which time the increase of the
share capital of the Company was ratified
2. Approve the Administration of the Company to Management For For
perform a reverse split of the 1,474,077,420
nominal, book entry shares, without par value,
of which 536,601,378 are common shares and
937,476,042 are prefer ed shares,
representative of the share capital, at the
ratio of 4 shares for 1 share of the
respective type, resulting in 368,519,356
nominal, book entry shares, without par value,
of which 134,150,345 are common shares and
234,369,011 are preferred shares, in
accordance with that which is provided for in
Article 12 of law number 6404/76, with the
consequent and amend the main part of Article
5 of the Corporate Bylaws of the Company
3. Approve to decide, a consequence of the Management For For
proposed reverse split of shares, about the
proposal to amend the wording of the main part
of Article 4 of the Corporate Bylaws of the
Company, in regard to the limits of the
authorized capital, with the limit going from
3 billion shares to 750 million shares
4. Ratify the election of the Member of the Board Management For For
of Directors, Mr. Luis Miguel Da Fonseca
Pacheco De Melo elected on 26 AUG 2008
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 9
The Gabelli Asset Fund
DISCOVERY HOLDING COMPANY
SECURITY 25468Y107 MEETING TYPE Annual
TICKER SYMBOL DISCA MEETING DATE 16-Sep-2008
ISIN US25468Y1073 AGENDA 932945655 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 MERGER PROPOSAL: TO CONSIDER AND VOTE UPON A Management For For
PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF
MERGER, DATED AS OF JUNE 4, 2008.
02 PREFERRED STOCK ISSUANCE PROPOSAL: TO CONSIDER Management For For
AND VOTE UPON A PROPOSAL TO ISSUE NEW
DISCOVERY SERIES A AND SERIES C CONVERTIBLE
PREFERRED STOCK TO ADVANCE/NEWHOUSE
PROGRAMMING PARTNERSHIP.
03 AUTHORIZED STOCK PROPOSAL: TO CONSIDER AND Management For For
VOTE UPON A PROPOSAL TO INCREASE THE NUMBER OF
SHARES OF COMMON STOCK AND PREFERRED STOCK
WHICH NEW DISCOVERY WILL HAVE AUTHORITY TO
ISSUE.
04 INCENTIVE PLAN PROPOSAL: TO CONSIDER AND VOTE Management Against Against
UPON A PROPOSAL TO INCREASE THE NUMBER OF
SHARES OF COMMON STOCK WITH RESPECT TO WHICH
AWARDS MAY BE GRANTED UNDER THE DISCOVERY
HOLDING COMPANY 2005 INCENTIVE PLAN.
05 DIRECTOR Management
1 JOHN C MALONE For For
2 ROBERT R BENNETT For For
06 AUDITOR RATIFICATION PROPOSAL: TO CONSIDER AND Management For For
VOTE UPON A PROPOSAL TO RATIFY THE SELECTION
OF KPMG LLP AS OUR INDEPENDENT AUDITORS FOR
THE FISCAL YEAR ENDING DECEMBER 31, 2008.
SKYLINE CORPORATION
SECURITY 830830105 MEETING TYPE Annual
TICKER SYMBOL SKY MEETING DATE 18-Sep-2008
ISIN US8308301055 AGENDA 932946001 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 ARTHUR J. DECIO For For
2 THOMAS G. DERANEK For For
3 JOHN C. FIRTH For For
4 JERRY HAMMES For For
5 RONALD F. KLOSKA For For
6 WILLIAM H. LAWSON For For
7 DAVID T. LINK For For
8 ANDREW J. MCKENNA For For
FLEETWOOD ENTERPRISES, INC.
SECURITY 339099103 MEETING TYPE Annual
TICKER SYMBOL FLE MEETING DATE 18-Sep-2008
ISIN US3390991038 AGENDA 932947180 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 LOREN K. CARROLL For For
2 J. MICHAEL HAGAN For For
3 JOHN T. MONTFORD For For
02 APPROVE TO INCREASE THE TOTAL NUMBER OF SHARES Management For For
OF CAPITAL STOCK THAT FLEETWOOD IS AUTHORIZED
TO ISSUE FROM 160,000,000 SHARES TO
310,000,000 SHARES BY INCREASING THE TOTAL
NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
FROM 150,000,000 SHARES TO 300,000,000 SHARES
AND TO DECREASE THE PAR VALUE OF THE COMMON
STOCK FROM $1.00 PER SHARE TO $0.01 PER SHARE.
03 TO APPROVE THE POSSIBLE ISSUANCE OF SHARES OF Management For For
COMMON STOCK IN SETTLEMENT OF OUR POTENTIAL
OBLIGATION TO REPURCHASE OUR OUTSTANDING 5%
CONVERTIBLE SENIOR SUBORDINATED DEBENTURES.
04 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP Management For For
AS OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR FISCAL 2009.
05 TO AUTHORIZE THE BOARD OF DIRECTORS, IN ITS Management For For
DISCRETION, TO ADJOURN OR POSTPONE THE ANNUAL
MEETING.
GENERAL MILLS, INC.
SECURITY 370334104 MEETING TYPE Annual
TICKER SYMBOL GIS MEETING DATE 22-Sep-2008
ISIN US3703341046 AGENDA 932943598 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1A ELECTION OF DIRECTOR: BRADBURY H. ANDERSON Management For For
1B ELECTION OF DIRECTOR: PAUL DANOS Management For For
1C ELECTION OF DIRECTOR: WILLIAM T. ESREY Management For For
1D ELECTION OF DIRECTOR: RAYMOND V. GILMARTIN Management For For
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 10
The Gabelli Asset Fund
1E ELECTION OF DIRECTOR: JUDITH RICHARDS HOPE Management For For
1F ELECTION OF DIRECTOR: HEIDI G. MILLER Management For For
1G ELECTION OF DIRECTOR: HILDA OCHOA-BRILLEMBOURG Management For For
1H ELECTION OF DIRECTOR: STEVE ODLAND Management For For
1I ELECTION OF DIRECTOR: KENDALL J. POWELL Management For For
1J ELECTION OF DIRECTOR: LOIS E. QUAM Management For For
1K ELECTION OF DIRECTOR: MICHAEL D. ROSE Management For For
1L ELECTION OF DIRECTOR: ROBERT L. RYAN Management For For
1M ELECTION OF DIRECTOR: DOROTHY A. TERRELL Management For For
02 RATIFY THE APPOINTMENT OF KPMG LLP AS GENERAL Management For For
MILLS' INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM.
WM. WRIGLEY JR. COMPANY
SECURITY 982526204 MEETING TYPE Special
TICKER SYMBOL WWYWB MEETING DATE 25-Sep-2008
ISIN US9825262044 AGENDA 932942217 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF APRIL 28, 2008, AMONG WM. WRIGLEY
JR. COMPANY, MARS, INCORPORATED, NEW UNO
HOLDINGS CORPORATION AND NEW UNO ACQUISITION
CORPORATION, AS IT MAY BE AMENDED FROM TIME TO
TIME.
02 TO ADJOURN THE SPECIAL MEETING, IF NECESSARY Management For For
OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES
IF THERE ARE NOT SUFFICIENT VOTES IN FAVOR OF
ADOPTING THE MERGER AGREEMENT AT THE TIME OF
THE SPECIAL MEETING.
WM. WRIGLEY JR. COMPANY
SECURITY 982526105 MEETING TYPE Special
TICKER SYMBOL WWY MEETING DATE 25-Sep-2008
ISIN US9825261053 AGENDA 932942217 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF APRIL 28, 2008, AMONG WM. WRIGLEY
JR. COMPANY, MARS, INCORPORATED, NEW UNO
HOLDINGS CORPORATION AND NEW UNO ACQUISITION
CORPORATION, AS IT MAY BE AMENDED FROM TIME TO
TIME.
02 TO ADJOURN THE SPECIAL MEETING, IF NECESSARY Management For For
OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES
IF THERE ARE NOT SUFFICIENT VOTES IN FAVOR OF
ADOPTING THE MERGER AGREEMENT AT THE TIME OF
THE SPECIAL MEETING.
DEL MONTE FOODS COMPANY
SECURITY 24522P103 MEETING TYPE Annual
TICKER SYMBOL DLM MEETING DATE 25-Sep-2008
ISIN US24522P1030 AGENDA 932944576 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1A ELECTION OF CLASS II DIRECTOR TO HOLD OFFICE Management For For
FOR THREE-YEAR TERM: TIMOTHY G. BRUER
1B ELECTION OF CLASS II DIRECTOR TO HOLD OFFICE Management For For
FOR THREE-YEAR TERM: MARY R. HENDERSON
1C ELECTION OF CLASS II DIRECTOR TO HOLD OFFICE Management For For
FOR THREE-YEAR TERM: SHARON L. MCCOLLAM
02 TO RATIFY THE APPOINTMENT OF KPMG LLP, AN Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM,
AS DEL MONTE FOODS COMPANY'S INDEPENDENT
AUDITOR FOR ITS FISCAL YEAR ENDING MAY 3, 2009.
ROYCE VALUE TRUST, INC.
SECURITY 780910105 MEETING TYPE Annual
TICKER SYMBOL RVT MEETING DATE 25-Sep-2008
ISIN US7809101055 AGENDA 932948702 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 DONALD R. DWIGHT For For
2 STEPHEN L. ISAACS For For
GERBER SCIENTIFIC, INC.
SECURITY 373730100 MEETING TYPE Annual
TICKER SYMBOL GRB MEETING DATE 25-Sep-2008
ISIN US3737301008 AGENDA 932949502 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 DONALD P. AIKEN For For
2 MARC T. GILES For For
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 11
The Gabelli Asset Fund
3 EDWARD G. JEPSEN For For
4 RANDALL D. LEDFORD For For
5 JOHN R. LORD For For
6 CAROLE F. ST. MARK For For
7 W. JERRY VEREEN For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE 2009 FISCAL YEAR
03 PROPOSAL TO APPROVE AN AMENDMENT TO THE GERBER Management Against Against
SCIENTIFIC, INC. 2006 OMNIBUS INCENTIVE PLAN
TO INCREASE BY 1,500,000 SHARES THE NUMBER OF
SHARES OF THE COMPANY'S COMMON STOCK AVAILABLE
FOR ISSUANCE UNDER THE PLAN
ENERGYSOUTH, INC.
SECURITY 292970100 MEETING TYPE Special
TICKER SYMBOL ENSI MEETING DATE 30-Sep-2008
ISIN US2929701009 AGENDA 932950389 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF JULY 25, 2008, BY AND AMONG
ENERGYSOUTH, INC., SEMPRA ENERGY AND EMS
HOLDING CORP., AND APPROVE THE MERGER
CONTEMPLATED THEREIN.
02 TO APPROVE THE ADJOURNMENT OF THE SPECIAL Management For For
MEETING, IF NECESSARY OR APPROPRIATE, TO
SOLICIT ADDITIONAL PROXIES, IF THERE ARE
INSUFFICIENT VOTES AT THE TIME OF THE MEETING
TO ADOPT THE AGREEMENT AND APPROVE THE MERGER.
KANSAS CITY SOUTHERN
SECURITY 485170302 MEETING TYPE Special
TICKER SYMBOL KSU MEETING DATE 07-Oct-2008
ISIN US4851703029 AGENDA 932952282 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 TO APPROVE THE KANSAS CITY SOUTHERN 2008 STOCK Management For For
OPTION AND PERFORMANCE AWARD PLAN (THE "2008
PLAN").
THE MOSAIC COMPANY
SECURITY 61945A107 MEETING TYPE Annual
TICKER SYMBOL MOS MEETING DATE 09-Oct-2008
ISIN US61945A1079 AGENDA 932948966 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 DAVID B. MATHIS For For
2 JAMES L. POPOWICH For For
3 JAMES T. PROKOPANKO For For
4 STEVEN M. SEIBERT For For
02 RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
APRIA HEALTHCARE GROUP INC.
SECURITY 037933108 MEETING TYPE Special
TICKER SYMBOL AHG MEETING DATE 10-Oct-2008
ISIN US0379331087 AGENDA 932957155 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 APPROVE & ADOPT AGREEMENT & PLAN OF MERGER BY Management For For
AND AMONG APRIA, SKY ACQUISITION LLC, A
DELAWARE LIMITED LIABILITY COMPANY ("BUYER")
AND SKY MERGER SUB CORPORATION, A DELAWARE
CORPORATION ("MERGER SUB"), PURSUANT TO WHICH
MERGER SUB WILL BE MERGED WITH & INTO APRIA,
AND APRIA WILL CONTINUE AS SURVIVING
CORPORATION AND BECOME A WHOLLY-OWNED
SUBSIDIARY OF BUYER.
02 PROPOSAL TO ADJOURN THE SPECIAL MEETING, IF Management For For
NECESSARY OR APPROPRIATE, TO SOLICIT
ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT
VOTES AT THE TIME OF THE SPECIAL MEETING TO
APPROVE AND ADOPT THE FIRST PROPOSAL DESCRIBED
ABOVE.
ORIENT-EXPRESS HOTELS LTD.
SECURITY G67743107 MEETING TYPE Contested-Special
TICKER SYMBOL OEH MEETING DATE 10-Oct-2008
ISIN BMG677431071 AGENDA 932959301 - Opposition
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 TO AMEND THE BYE-LAWS OF THE COMPANY AND Management For *
DIRECT THE BOARD OF DIRECTORS TO TAKE SUCH
ACTION AS IS NECESSARY, TO TREAT THE CLASS B
SHARES OF THE COMPANY PAR VALUE US$0.01 EACH
(THE "CLASS B SHARES") AS 'TREASURY SHARES'
UNDER BERMUDA LAW.
02 TO DIRECT THE BOARD OF DIRECTORS TO CANCEL ALL Management For *
OF THE CLASS B SHARES.
* MANAGEMENT POSITION UNKNOWN
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 12
The Gabelli Asset Fund
THE PROCTER & GAMBLE COMPANY
SECURITY 742718109 MEETING TYPE Annual
TICKER SYMBOL PG MEETING DATE 14-Oct-2008
ISIN US7427181091 AGENDA 932946556 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 KENNETH I. CHENAULT For For
2 SCOTT D. COOK For For
3 RAJAT K. GUPTA For For
4 A.G. LAFLEY For For
5 CHARLES R. LEE For For
6 LYNN M. MARTIN For For
7 W. JAMES MCNERNEY, JR. For For
8 JOHNATHAN A. RODGERS For For
9 RALPH SNYDERMAN, M.D. For For
10 MARGARET C. WHITMAN For For
11 PATRICIA A. WOERTZ For For
12 ERNESTO ZEDILLO For For
02 RATIFY APPOINTMENT OF THE INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM
03 AMEND COMPANY'S AMENDED ARTICLES OF Management For For
INCORPORATION TO ADOPT MAJORITY VOTING
04 SHAREHOLDER PROPOSAL #1 - ROTATE SITE OF Shareholder Against For
ANNUAL MEETING
05 SHAREHOLDER PROPOSAL #2 - ADVISORY VOTE ON Shareholder Against For
EXECUTIVE COMPENSATION
VISA INC.
SECURITY 92826C839 MEETING TYPE Special
TICKER SYMBOL V MEETING DATE 14-Oct-2008
ISIN US92826C8394 AGENDA 932951735 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 TO APPROVE AMENDMENTS TO OUR CURRENT Management For For
CERTIFICATE OF INCORPORATION TO ELIMINATE
UNNECESSARY PROVISIONS AND SYNCHRONIZE THE
DIRECTORS' TERMS WITH OUR ANNUAL MEETING
SCHEDULE.
DIAGEO PLC
SECURITY 25243Q205 MEETING TYPE Annual
TICKER SYMBOL DEO MEETING DATE 15-Oct-2008
ISIN US25243Q2057 AGENDA 932957105 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 REPORT AND ACCOUNTS 2008 Management For For
02 DIRECTORS' REMUNERATION REPORT 2008 Management For For
03 DECLARATION OF FINAL DIVIDEND Management For For
04 TO RE-ELECT DR FB HUMER (MEMBER OF NOMINATION Management For For
COMMITTEE, CHAIRMAN OF COMMITTEE) AS A DIRECTOR
05 TO RE-ELECT M LILJA (MEMBER OF AUDIT, Management For For
NOMINATION, REMUNERATION COMMITTEE) AS A
DIRECTOR
06 TO RE-ELECT WS SHANAHAN (MEMBER OF AUDIT, Management For For
NOMINATION, REMUNERATION COMMITTEE) AS A
DIRECTOR
07 TO RE-ELECT HT STITZER (MEMBER OF AUDIT, Management For For
NOMINATION, REMUNERATION COMMITTEE) AS A
DIRECTOR
08 ELECTION OF PG SCOTT (MEMBER OF AUDIT, Management For For
CHAIRMAN OF COMMITTEE, NOMINATION,
REMUNERATION) AS A DIRECTOR
09 RE-APPOINTMENT AND REMUNERATION OF AUDITOR Management For For
10 AUTHORITY TO ALLOT RELEVANT SECURITIES Management For For
11 DISAPPLICATION OF PRE-EMPTION RIGHTS Management For For
12 AUTHORITY TO PURCHASE OWN ORDINARY SHARES Management For For
13 AUTHORITY TO MAKE POLITICAL DONATIONS AND/OR Management For For
TO INCUR POLITICAL EXPENDITURE
14 ADOPTION OF THE DIAGEO PLC 2008 PERFORMANCE Management For For
SHARE PLAN
15 ADOPTION OF THE DIAGEO PLC 2008 SENIOR Management For For
EXECUTIVE SHARE OPTION PLAN
16 AUTHORITY TO ESTABLISH INTERNATIONAL SHARE Management For For
PLANS
17 AMENDMENTS TO THE ARTICLES OF ASSOCIATION Management For For
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 13
The Gabelli Asset Fund
THE J. M. SMUCKER COMPANY
SECURITY 832696405 MEETING TYPE Special
TICKER SYMBOL SJM MEETING DATE 16-Oct-2008
ISIN US8326964058 AGENDA 932953169 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 APPROVAL OF THE ISSUANCE OF SMUCKER COMMON Management For For
SHARES IN A MERGER OF THE COFFEE BUSINESS OF
P&G WITH A WHOLLY OWNED SUBSIDIARY OF SMUCKER
AND TO AUTHORIZE THE TRANSACTIONS RELATING TO
THE MERGER.
02 SUBJECT TO THE APPROVAL OF THE FIRST PROPOSAL, Management For For
APPROVAL OF THE ADOPTION OF AMENDED ARTICLES
OF INCORPORATION OF SMUCKER IN CONNECTION WITH
THE MERGER TO CHANGE THE DATE APPLICABLE TO
DETERMINING WHETHER A SHARE ENTITLES THE
HOLDER THEREOF TO ONE VOTE PER SHARE OR TEN
VOTES PER SHARE UNDER SMUCKER'S TIME PHASE
VOTING RIGHTS TO THE CLOSING DATE OF THE
MERGER.
03 APPROVAL OF ADJOURNMENTS OR POSTPONEMENTS OF Management For For
THE SPECIAL MEETING, IF NECESSARY, TO PERMIT
FURTHER SOLICITATION OF PROXIES IF THERE ARE
NOT SUFFICIENT VOTES AT THE TIME OF THE
SPECIAL MEETING TO APPROVE THE ABOVE PROPOSALS.
THE J. M. SMUCKER COMPANY
SECURITY 832696405 MEETING TYPE Special
TICKER SYMBOL SJM MEETING DATE 16-Oct-2008
ISIN US8326964058 AGENDA 932955341 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 APPROVAL OF THE ISSUANCE OF SMUCKER COMMON Management For For
SHARES IN A MERGER OF THE COFFEE BUSINESS OF
P&G WITH A WHOLLY OWNED SUBSIDIARY OF SMUCKER
AND TO AUTHORIZE THE TRANSACTIONS RELATING TO
THE MERGER.
02 SUBJECT TO THE APPROVAL OF THE FIRST PROPOSAL, Management For For
APPROVAL OF THE ADOPTION OF AMENDED ARTICLES
OF INCORPORATION OF SMUCKER IN CONNECTION WITH
THE MERGER TO CHANGE THE DATE APPLICABLE TO
DETERMINING WHETHER A SHARE ENTITLES THE
HOLDER THEREOF TO ONE VOTE PER SHARE OR TEN
VOTES PER SHARE UNDER SMUCKER'S TIME PHASE
VOTING RIGHTS TO THE CLOSING DATE OF THE
MERGER.
03 APPROVAL OF ADJOURNMENTS OR POSTPONEMENTS OF Management For For
THE SPECIAL MEETING, IF NECESSARY, TO PERMIT
FURTHER SOLICITATION OF PROXIES IF THERE ARE
NOT SUFFICIENT VOTES AT THE TIME OF THE
SPECIAL MEETING TO APPROVE THE ABOVE PROPOSALS.
NEWS CORPORATION
SECURITY 65248E203 MEETING TYPE Annual
TICKER SYMBOL NWS MEETING DATE 17-Oct-2008
ISIN US65248E2037 AGENDA 932946568 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1AA ELECTION OF DIRECTOR: PETER CHERNIN Management For For
1AB ELECTION OF DIRECTOR: SIR RODERICK I. EDDINGTON Management For For
1AC ELECTION OF DIRECTOR: MARK HURD Management For For
1AD ELECTION OF DIRECTOR: ANDREW S.B. KNIGHT Management For For
1AE ELECTION OF DIRECTOR: JAMES R. MURDOCH Management For For
1BA ELECTION OF K. RUPERT MURDOCH AS A DIRECTOR IF Management For For
PROPOSAL 3 IS APPROVED
1BB ELECTION OF JOSE MARIA AZNAR AS A DIRECTOR IF Management For For
PROPOSAL 3 IS APPROVED
1BC ELECTION OF NATALIE BANCROFT AS A DIRECTOR IF Management For For
PROPOSAL 3 IS APPROVED
1BD ELECTION OF PETER L. BARNES AS A DIRECTOR IF Management For For
PROPOSAL 3 IS APPROVED
1BE ELECTION OF KENNETH E. COWLEY AS A DIRECTOR IF Management For For
PROPOSAL 3 IS APPROVED
1BF ELECTION OF DAVID F. DEVOE AS A DIRECTOR IF Management For For
PROPOSAL 3 IS APPROVED
1BG ELECTION OF VIET DINH AS A DIRECTOR IF Management For For
PROPOSAL 3 IS APPROVED
1BH ELECTION OF LACHLAN K. MURDOCH AS A DIRECTOR Management For For
IF PROPOSAL 3 IS APPROVED
1BI ELECTION OF THOMAS J. PERKINS AS A DIRECTOR IF Management For For
PROPOSAL 3 IS APPROVED
1BJ ELECTION OF ARTHUR M. SISKIND AS A DIRECTOR IF Management For For
PROPOSAL 3 IS APPROVED
1BK ELECTION OF JOHN L. THORNTON AS A DIRECTOR IF Management For For
PROPOSAL 3 IS APPROVED
02 RATIFICATION OF ERNST & YOUNG LLP AS THE Management For For
COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
JUNE 30, 2009.
03 AMENDMENT OF THE COMPANY'S RESTATED Management For For
CERTIFICATE OF INCORPORATION TO PROVIDE FOR
THE ANNUAL ELECTION OF DIRECTORS BEGINNING AT
THE COMPANY'S 2008 ANNUAL MEETING OF
STOCKHOLDERS.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 14
The Gabelli Asset Fund
ANGIODYNAMICS, INC.
SECURITY 03475V101 MEETING TYPE Annual
TICKER SYMBOL ANGO MEETING DATE 21-Oct-2008
ISIN US03475V1017 AGENDA 932954286 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 VINCENT A. BUCCI For For
2 HOWARD W. DONNELLY For For
3 CHARLES T. ORSATTI For For
02 TO RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS ANGIODYNAMICS'
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR ENDING MAY 31, 2009.
03 TO AMEND ANGIODYNAMICS' 2004 STOCK AND Management Against Against
INCENTIVE AWARD PLAN TO INCREASE THE TOTAL
NUMBER OF SHARES OF COMMON STOCK RESERVED FOR
ISSUANCE UNDER THE PLAN FROM 2,000,000 TO
3,000,000.
04 TO AMEND ANGIODYNAMICS' EMPLOYEE STOCK Management For For
PURCHASE PLAN TO INCREASE THE AGGREGATE NUMBER
OF SHARES OF COMMON STOCK THAT MAY BE OFFERED
UNDER THE PLAN FROM 200,000 TO 400,000.
PETROCHINA COMPANY LIMITED
SECURITY 71646E100 MEETING TYPE Special
TICKER SYMBOL PTR MEETING DATE 21-Oct-2008
ISIN US71646E1001 AGENDA 932957597 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
O1 APPROVE THAT, AS SET OUT IN THE CIRCULAR: (A) Management Against Against
THE NEW COMPREHENSIVE AGREEMENT ENTERED
BETWEEN THE COMPANY AND CHINA NATIONAL
PETROLEUM CORPORATION; (B) THE NON-EXEMPT
CONTINUING CONNECTED TRANSACTIONS AND PROPOSED
CAPS OF NON-EXEMPT TRANSACTIONS; (C) EXECUTION
OF NEW COMPREHENSIVE AGREEMENT BY MR. ZHOU
MINGCHUN FOR AND ON BEHALF OF THE COMPANY.
O2 APPROVE THAT, AS SET OUT IN THE CIRCULAR: (A) Management For For
SUPPLEMENTAL AGREEMENT TO CRMSC PRODUCTS AND
SERVICES AGREEMENT BETWEEN THE COMPANY AND
CHINA RAILWAY MATERIALS & SUPPLIERS
CORPORATION; (B) NON-EXEMPT TRANSCATIONS
UNDER, SUPPLEMENTAL AGREEMENT TO CRMSC
PRODUCTS & SERVICES AGREEMENT; (C) EXECUTION
OF CRMSC PRODUCTS AND SERVICES AGREEMENT BY
MR. ZHOU MINGCHUN.
MAGNETEK, INC.
SECURITY 559424106 MEETING TYPE Annual
TICKER SYMBOL MAG MEETING DATE 24-Oct-2008
ISIN US5594241060 AGENDA 932955214 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 DEWAIN K. CROSS For For
2 DAVID A. BLOSS, SR. For For
3 YON Y. JORDEN For For
4 MITCHELL I. QUAIN For For
5 DAVID P. REILAND For For
02 RATIFICATION OF THE APPOINTMENT OF ERNST & Management For For
YOUNG LLP TO SERVE AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR FISCAL 2009.
INVITROGEN CORPORATION
SECURITY 46185R100 MEETING TYPE Special
TICKER SYMBOL IVGN MEETING DATE 28-Oct-2008
ISIN US46185R1005 AGENDA 932956165 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 APPROVE THE ISSUANCE OF INVITROGEN COMMON Management For For
STOCK TO APPLIED BIOSYSTEMS STOCKHOLDERS IN
THE MERGER OF APPLIED BIOSYSTEMS INC. ("ABI")
WITH AND INTO ATOM ACQUISITION, LLC, AS
CONTEMPLATED BY THE AGREEMENT AND PLAN OF
MERGER, AS AMENDED BY AMENDMENT NO. 1 THERETO,
BY AND AMONG INVITROGEN, ATOM ACQUISITION, LLC
AND ABI, AS SUCH AGREEMENT MAY BE AMENDED FROM
TIME TO TIME.
02 PROPOSAL TO APPROVE AN AMENDMENT TO Management For For
INVITROGEN'S RESTATED CERTIFICATE OF
INCORPORATION TO INCREASE THE NUMBER OF
AUTHORIZED SHARES OF INVITROGEN COMMON STOCK
FROM 200,000,000 TO 400,000,000 SHARES.
03 PROPOSAL TO APPROVE ANY ADJOURNMENTS OF THE Management For For
SPECIAL MEETING OF INVITROGEN STOCKHOLDERS, IF
NECESSARY, TO SOLICIT ADDITIONAL PROXIES IN
FAVOR OF ANY OR ALL OF THE FOREGOING PROPOSALS.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 15
The Gabelli Asset Fund
ROHM AND HAAS COMPANY
SECURITY 775371107 MEETING TYPE Special
TICKER SYMBOL ROH MEETING DATE 29-Oct-2008
ISIN US7753711073 AGENDA 932960506 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED Management For For
AS OF JULY 10, 2008, AMONG ROHM AND HAAS
COMPANY ("ROHM AND HAAS"), THE DOW CHEMICAL
COMPANY, AND RAMSES ACQUISITION CORP., A
DIRECT WHOLLY OWNED SUBSIDIARY OF THE DOW
CHEMICAL COMPANY, AS IT MAY BE AMENDED FROM
TIME TO TIME, PURSUANT TO WHICH RAMSES
ACQUISITION CORP. WILL MERGE WITH AND INTO
ROHM AND HAAS (THE "MERGER").
02 TO CONSIDER AND VOTE ON A PROPOSAL TO ADJOURN Management For For
OR POSTPONE THE SPECIAL MEETING TO A LATER
DATE OR TIME, IF NECESSARY OR APPROPRIATE, TO
SOLICIT ADDITIONAL PROXIES IN THE EVENT THERE
ARE INSUFFICIENT VOTES AT THE TIME OF SUCH
ADJOURNMENT OR POSTPONEMENT TO ADOPT THE
MERGER AGREEMENT.
PERNOD-RICARD, PARIS
SECURITY F72027109 MEETING TYPE MIX
TICKER SYMBOL RI.PA MEETING DATE 05-Nov-2008
ISIN FR0000120693 AGENDA 701724014 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
French Resident Shareowners must complete, Non-Voting
sign and forward the Proxy Card dir-ectly to
the sub custodian. Please contact your Client
Service Representative-to obtain the necessary
card, account details and directions. The
followin-g applies to Non- Resident
Shareowners: Proxy Cards: Voting instructions
will-be forwarded to the Global Custodians
that have become Registered Intermediar-ies,
on the Vote Deadline Date. In capacity as
Registered Intermediary, the Gl-obal Custodian
will sign the Proxy Card and forward to the
local custodian. If-you are unsure whether
your Global Custodian acts as Registered
Intermediary,-please contact your
representative
O.1 Receive the reports of the Board of Directors Management For For
and the Auditors; approve the Company's
financial statements for the YE in 30 JUN 2008
as presented, earnings for the FY: EUR
925,580,852.74, the expenses and charges that
were not tax deductible of EUR 125,815.00 with
a corresponding tax of EUR 43,322.00
O.2 Receive the reports of the Board of Directors Management For For
and the Auditors; approve the consolidated
financial statements for the said FY, in the
form presented to the meeting
O.3 Approve the recommendations of the Board of Management For For
directors and resolves that the income for the
FY be appropriated as follows: earnings for
the FY: EUR 925,580,852.74 legal reserve: EUR
71,178.48 previous retained earnings: EUR
517,716,451.00 distributable income: EUR
1,443,226,125.26 dividends: EUR 289,981,525.68
retained earnings: EUR 1,1 53,244,599.58 the
shareholders' meeting reminds that an interim
dividend of EUR 0.63 was already paid on 03
JUL 2008 the remaining dividend of EUR 0.69
will be paid on 18 NOV 2008, and will entitle
natural persons to the 40% allowance in the
event that the Company holds some of its own
share on such date, the amount of the unpaid
dividend on such shares shall be allocated to
the retained earnings account, as required by
law
O.4 Receive the special report of the Auditors on Management For For
agreements governed by Article L.225.38 of the
French Commercial code, and approve the said
report and the agreements referred to therein
O.5 Receive the special report of the Auditors on Management For For
agreements governed by Article L.225.38 ET
L.225.42.1 of the French Commercial Code, and
approve the said report and the agreements
referred to therein regarding Mr. Patrick
Ricard, Chairman
O.6 Receive the special report of the Auditors on Management For For
agreements governed by Article L.225.38 ET
L.225.42.1 of the French Commercial Code, and
approve the said report and the agreements
referred to therein concerning Mr. Pierre
Pringet, Managing Director
O.7 Approve to renew the appointment of Mr. Management For For
Patrick Ricard as Director for a 4 year period
O.8 Approve to renew the appointment of Mr. Pierre Management For For
Pringuet as Director for a 4 year period
O.9 Approve to renew the appointment of Mr. Rafael Management For For
Gonzalez- Gallarza as Director for a 4 year
period
O.10 Appoint Mr. Wolfgang Colberg as a Director, Management For For
for a 4 year period
O.11 Appoint Mr. Cesar Giron as a Director, for a 4 Management For For
year period
O.12 Approve to award total annual fees of EUR Management For For
750,000.00 to the Board of Directors
O.13 Authorize the Board of Directors to trade in Management For For
the Company's shares on the stock market,
subject to the conditions specified below:
maximum purchase price: EUR 125.00, maximum
number of shares to be acquired: 10% of the
share capital, maximum funds invested in the
share buybacks: EUR 2,746,037,125.00
[Authority expires at the end of 18 months]
this authorization supersedes the fraction
unused of the authorization granted by the
shareholders' meeting of 07 NOV 2007, in its
resolution number 8 and to take all necessary
measures and accomplish all necessary
formalities
E.14 Grant authority to the Board of Directors to Management For For
reduce the share capital, on one or more
occasions and at its sole discretion, by
canceling all or part of the shares held by
the Company in connection with a stock
repurchase plan granted by the resolution13 of
the present meeting, up to a maximum of 10% of
the share capital over a 24 month period
[Authority expires at the end of 24 months],
this authorization supersedes the fraction
unused of the authorization granted by the
shareholders' meeting of 07 NOV 2007 in its
resolution number 9
E.15 Grant authority to the Board of Directors to Management For For
issue warrants giving right to subscribe to
shares in the event of a public exchange offer
concerning the Company's shares, [Authority
expires at the end of 18 months] the global
nominal amount of shares issued under this
delegation of authority shall not exceed EUR
145,000,000.00 and to take all necessary
measures and accomplish all necessary
formalities, this authorization supersedes the
fraction unused of the authorization granted
by the shareholders' meeting of 07 NOV 2007,
in its resolution number 19
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 16
The Gabelli Asset Fund
E.16 Authorize the Board of Directors to increase Management For For
the share capital, on one or more occasions,
at its sole discretion, in favor of employees
and corporate officers of the Company who are
members of a Company Savings Plan, [Authority
expires at the end of 26 months] and for a
nominal amount that shall not exceed 2% of the
share capital, this amount shall count against
the overall value set forth in resolution
number 11 of the shareholders' meeting dated
07 NOV 2007, the shareholders meeting decides
to cancel the shareholders' preferential
subscription rights, this authorization
supersedes the fraction unused of the
authorization granted by the shareholders'
meeting of 07 NOV 2007, in its resolution
number 20, and to take all necessary measures
and accomplish all necessary formalities to
charge the share issuance cost against the
related premiums and deduct from the premiums
the amounts necessary to raise the legal
reserve to one-tenth of the new capital after
each increase
E.17 Grant full powers to the bearer of an Management For For
original, a copy or extract of the minutes of
this meeting to carry out all filings,
publications and other formalities prescribed
by law
MEREDITH CORPORATION
SECURITY 589433101 MEETING TYPE Annual
TICKER SYMBOL MDP MEETING DATE 05-Nov-2008
ISIN US5894331017 AGENDA 932955985 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1 DIRECTOR Management
1 ALFRED H. DREWES For For
2 DAVID J. LONDONER For For
3 PHILIP A. MARINEAU For For
4 ELIZABETH E. TALLETT For For
2 TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE Management For For
COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE YEAR ENDING JUNE 30,
2009.
3 TO VOTE UPON THE PROPOSED AMENDMENT TO THE Management For For
MEREDITH CORPORATION EMPLOYEE STOCK PURCHASE
PLAN OF 2002 TO AUTHORIZE AN ADDITIONAL
500,000 SHARES FOR ISSUANCE AND SALE TO
EMPLOYEES.
4 TO VOTE ON SHAREHOLDER PROPOSALS, IF PROPERLY Shareholder Against For
PRESENTED AT THE MEETING.
WINN-DIXIE STORES, INC.
SECURITY 974280307 MEETING TYPE Annual
TICKER SYMBOL WINN MEETING DATE 05-Nov-2008
ISIN US9742803078 AGENDA 932957838 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 EVELYN V. FOLLIT For For
2 CHARLES P. GARCIA For For
3 JEFFREY C. GIRARD For For
4 YVONNE R. JACKSON For For
5 GREGORY P. JOSEFOWICZ For For
6 PETER L. LYNCH For For
7 JAMES P. OLSON For For
8 TERRY PEETS For For
9 RICHARD E. RIVERA For For
02 APPROVAL OF THE WINN-DIXIE STORES, INC. Management For For
EMPLOYEE STOCK PURCHASE PLAN.
03 RATIFICATION OF THE APPOINTMENT OF KPMG AS THE Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR FISCAL 2009.
HERCULES INCORPORATED
SECURITY 427056106 MEETING TYPE Special
TICKER SYMBOL HPC MEETING DATE 05-Nov-2008
ISIN US4270561065 AGENDA 932962310 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 ADOPTION OF THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED JULY 10, 2008, PURSUANT TO WHICH ASHLAND
INC. ("ASHLAND") WILL ACQUIRE HERCULES
INCORPORATED ("HERCULES") AND EACH OUTSTANDING
SHARE OF HERCULES COMMON STOCK WILL BE
CONVERTED INTO THE RIGHT TO RECEIVE 0.0930 OF
A SHARE OF ASHLAND COMMON STOCK AND $18.60 IN
CASH.
02 ADJOURNMENT OF THE HERCULES SPECIAL MEETING, Management For For
IF NECESSARY, TO PERMIT FURTHER SOLICITATION
OF PROXIES IF THERE ARE NOT SUFFICIENT VOTES
AT THE TIME OF THE HERCULES SPECIAL MEETING IN
FAVOR OF PROPOSAL NUMBER 1.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 17
The Gabelli Asset Fund
IL SOLE 24 ORE SPA, MILANO
SECURITY T52689105 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL S24.MI MEETING DATE 06-Nov-2008
ISIN IT0004269723 AGENDA 701728113 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting
REACH QUORUM, THERE WILL BE A SE-COND CALL ON
07 NOV 2008 AT 11:00 AM [AND A THIRD CALL ON
10 NOV 2008 AT 11:00-AM]. CONSEQUENTLY, YOUR
VOTING INSTRUCTIONS WILL REMAIN VALID FOR ALL
CALLS U- NLESS THE AGENDA IS AMENDED. PLEASE
BE ALSO ADVISED THAT YOUR SHARES WILL BE
B-LOCKED UNTIL THE QUORUM IS MET OR THE
MEETING IS CANCELLED. THANK YOU.
1. Appoint a common representative for the Management No
holders of special category shares, inherent Action
and consequent resolutions
2. Approve the creation of a fund to cover the Management No
necessary costs to protect the common Action
interests of the holders of special category
shares, inherent and consequent resolutions
ARCHER-DANIELS-MIDLAND COMPANY
SECURITY 039483102 MEETING TYPE Annual
TICKER SYMBOL ADM MEETING DATE 06-Nov-2008
ISIN US0394831020 AGENDA 932959969 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1A ELECTION OF DIRECTOR: G.W. BUCKLEY Management For For
1B ELECTION OF DIRECTOR: M.H. CARTER Management For For
1C ELECTION OF DIRECTOR: V.F. HAYNES Management For For
1D ELECTION OF DIRECTOR: A. MACIEL Management For For
1E ELECTION OF DIRECTOR: P.J. MOORE Management For For
1F ELECTION OF DIRECTOR: M.B. MULRONEY Management For For
1G ELECTION OF DIRECTOR: T.F. O'NEILL Management For For
1H ELECTION OF DIRECTOR: K.R. WESTBROOK Management For For
1I ELECTION OF DIRECTOR: P.A. WOERTZ Management For For
02 RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS Management For For
INDEPENDENT ACCOUNTANTS FOR THE FISCAL YEAR
ENDING JUNE 30, 2009.
03 ADOPT STOCKHOLDER'S PROPOSAL REGARDING GLOBAL Shareholder Against For
HUMAN RIGHTS STANDARDS.
ANHEUSER-BUSCH COMPANIES, INC.
SECURITY 035229103 MEETING TYPE Special
TICKER SYMBOL BUD MEETING DATE 12-Nov-2008
ISIN US0352291035 AGENDA 932962839 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER BY AND AMONG INBEV N.V./S.A.,
PESTALOZZI ACQUISITION CORP., AND
ANHEUSER-BUSCH COMPANIES, INC., AS IT MAY BE
AMENDED FROM TIME TO TIME.
02 PROPOSAL TO ADJOURN THE SPECIAL MEETING TO A Management For For
LATER DATE TO SOLICIT ADDITIONAL PROXIES IF
THERE ARE INSUFFICIENT VOTES TO APPROVE
PROPOSAL NUMBER 1 AT THE TIME OF THE SPECIAL
MEETING.
DIEBOLD, INCORPORATED
SECURITY 253651103 MEETING TYPE Annual
TICKER SYMBOL DBD MEETING DATE 12-Nov-2008
ISIN US2536511031 AGENDA 932963538 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 LOUIS V. BOCKIUS III For For
2 PHILLIP R. COX For For
3 RICHARD L. CRANDALL For For
4 GALE S. FITZGERALD For For
5 PHILLIP B. LASSITER For For
6 JOHN N. LAUER For For
7 ERIC J. ROORDA For For
8 THOMAS W. SWIDARSKI For For
9 HENRY D.G. WALLACE For For
10 ALAN J. WEBER For For
02 TO RATIFY THE APPOINTMENT OF KPMG, LLP AS THE Management For For
CORPORATION'S INDEPENDENT AUDITORS FOR THE
YEAR 2008
NEW HOPE CORPORATION LTD
SECURITY Q66635105 MEETING TYPE Annual General Meeting
TICKER SYMBOL NHC.AX MEETING DATE 13-Nov-2008
ISIN AU000000NHC7 AGENDA 701729608 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1. Receive the financial statements of New Hope Non-Voting
Corporation Limited and controlle-d entities,
including the Directors' report and the
Auditor's report in respec-t of the YE 31 JUL
2008
2. Adopt the remuneration report for the FYE 31 Management For For
JUL 2008 as specified
3.a Re-elect Mr. R. D. Millner as a Director of Management For For
the Company, who retires in accordance with
the Company's Constitution
3.b Re-elect Mr. D. C. Williamson as a Director of Management For For
the Company, who retires in accordance with
the Company's Constitution
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 18
The Gabelli Asset Fund
REPUBLIC SERVICES, INC.
SECURITY 760759100 MEETING TYPE Special
TICKER SYMBOL RSG MEETING DATE 14-Nov-2008
ISIN US7607591002 AGENDA 932964035 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 APPROVAL OF PROPOSAL TO ISSUE SHARES OF Management For For
REPUBLIC COMMON STOCK AND OTHER SECURITIES
CONVERTIBLE INTO SHARES OF REPUBLIC COMMON
STOCK, IN CONNECTION WITH TRANSACTIONS
CONTEMPLATED BY AGREEMENT AND PLAN OF MERGER,
AMONG REPUBLIC, RS MERGER WEDGE, INC., AND
ALLIED WASTE INDUSTRIES, INC., AS DESCRIBED IN
THE ACCOMPANYING JOINT PROXY
STATEMENT/PROSPECTUS.
02 APPROVAL OF PROPOSAL TO ADJOURN THE SPECIAL Management For For
MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL
PROXIES IN FAVOR OF THE FOREGOING PROPOSAL.
ALLIED WASTE INDUSTRIES, INC.
SECURITY 019589308 MEETING TYPE Special
TICKER SYMBOL AW MEETING DATE 14-Nov-2008
ISIN US0195893088 AGENDA 932964489 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 APPROVAL OF THE PROPOSAL TO ADOPT THE Management For For
AGREEMENT AND PLAN OF MERGER, DATED AS OF JUNE
22, 2008, AS AMENDED JULY 31, 2008, AMONG
REPUBLIC SERVICES, INC., RS MERGER WEDGE,
INC., A WHOLLY OWNED SUBSIDIARY OF REPUBLIC
FORMED FOR THE PURPOSE OF THE MERGER, AND
ALLIED WASTE INDUSTRIES, INC., AS DESCRIBED IN
THE ACCOMPANYING JOINT PROXY
STATEMENT/PROSPECTUS.
02 APPROVAL OF PROPOSAL TO ADJOURN THE SPECIAL Management For For
MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL
PROXIES IN FAVOR OF THE FOREGOING PROPOSAL.
SMITHS GROUP PLC, LONDON
SECURITY G82401111 MEETING TYPE Annual General Meeting
TICKER SYMBOL SMIN.L MEETING DATE 18-Nov-2008
ISIN GB00B1WY2338 AGENDA 701725028 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1. Adopt the report and accounts Management For For
2. Approve the Directors remuneration report Management For For
3. Declare a final dividend Management For For
4. Re-appoint of Mr. P. Bowman as a Director Management For For
5. Re-appoint PricewaterhouseCoopers LLP as the Management For For
Auditor
6. Approve the Auditors remuneration Management For For
7. Approve to renew the powers under Article 6 Management For For
and Section 80 of Companies Act 1985
S.8 Approve the renew the powers under Article 7 Management For For
and Section 95 of Companies Act 1985
S.9 Grant authority to make market purchases of Management For For
shares
10. Grant authority to make political donations Management For For
and expenditure
THE CLOROX COMPANY
SECURITY 189054109 MEETING TYPE Annual
TICKER SYMBOL CLX MEETING DATE 19-Nov-2008
ISIN US1890541097 AGENDA 932961281 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1A ELECT DANIEL BOGGAN, JR. AS A DIRECTOR Management For For
1B ELECT RICHARD H. CARMONA AS A DIRECTOR Management For For
1C ELECT TULLY M. FRIEDMAN AS A DIRECTOR Management For For
1D ELECT GEORGE J. HARAD AS A DIRECTOR Management For For
1E ELECT DONALD R. KNAUSS AS A DIRECTOR Management For For
1F ELECT ROBERT W. MATSCHULLAT AS A DIRECTOR Management For For
1G ELECT GARY G. MICHAEL AS A DIRECTOR Management For For
1H ELECT EDWARD A. MUELLER AS A DIRECTOR Management For For
1I ELECT JAN L. MURLEY AS A DIRECTOR Management For For
1J ELECT PAMELA THOMAS-GRAHAM AS A DIRECTOR Management For For
1K ELECT CAROLYN M. TICKNOR AS A DIRECTOR Management For For
02 PROPOSAL TO RATIFY THE SELECTION OF ERNST & Management For For
YOUNG LLP, AS OUR INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM, FOR THE FISCAL YEAR
ENDING JUNE 30, 2009.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 19
The Gabelli Asset Fund
CAMPBELL SOUP COMPANY
SECURITY 134429109 MEETING TYPE Annual
TICKER SYMBOL CPB MEETING DATE 20-Nov-2008
ISIN US1344291091 AGENDA 932962459 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 EDMUND M. CARPENTER For For
2 PAUL R. CHARRON For For
3 DOUGLAS R. CONANT For For
4 BENNETT DORRANCE For For
5 HARVEY GOLUB For For
6 RANDALL W. LARRIMORE For For
7 MARY ALICE D. MALONE For For
8 SARA MATHEW For For
9 DAVID C. PATTERSON For For
10 CHARLES R. PERRIN For For
11 A. BARRY RAND For For
12 GEORGE STRAWBRIDGE, JR. For For
13 LES C. VINNEY For For
14 CHARLOTTE C. WEBER For For
02 APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC Management For For
ACCOUNTING FIRM.
03 APPROVE AMENDMENT OF THE 2005 LONG-TERM Management Against Against
INCENTIVE PLAN.
04 APPROVE PERFORMANCE GOALS FOR THE 2003 LONG- Management For For
TERM INCENTIVE PLAN.
CLEARWIRE CORP
SECURITY 185385309 MEETING TYPE Special
TICKER SYMBOL CLWR MEETING DATE 20-Nov-2008
ISIN US1853853091 AGENDA 932967613 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 THE PROPOSAL TO APPROVE AND ADOPT THE Management For For
TRANSACTION AGREEMENT AND PLAN OF MERGER (THE
"TRANSACTION AGREEMENT"), DATED AS OF MAY 7,
2008, BY AND AMONG CLEARWIRE CORPORATION,
SPRINT NEXTEL CORPORATION, COMCAST
CORPORATION, TIME WARNER CABLE INC., BRIGHT
HOUSE NETWORKS, LLC, GOOGLE INC. AND INTEL
CORPORATION, ALL AS MORE FULLY DESCRIBED IN
THE PROXY STATEMENT.
02 THE PROPOSAL TO ADOPT THE RESTATED CERTIFICATE Management For For
OF INCORPORATION OF NEW CLEARWIRE CORPORATION
(WHICH IS CONDITIONED ON THE COMPLETION OF THE
MERGER CONTEMPLATED BY THE TRANSACTION
AGREEMENT).
03 THE PROPOSAL TO APPROVE AND ADOPT THE NEW Management Against Against
CLEARWIRE CORPORATION 2008 STOCK COMPENSATION
PLAN.
04 THE PROPOSAL TO APPROVE THE ADJOURNMENT OF THE Management For For
SPECIAL MEETING, IF NECESSARY, TO SOLICIT
ADDITIONAL PROXIES IN FAVOR OF THE PROPOSALS
ABOVE.
05 UNLESS YOU CHECK THE YES BOX BELOW, TO THE Management For
EXTENT THAT YOU HAVE NOT VOTED ON A MATTER IN
PERSON OR BY PROXY, THE PROXIES ARE AUTHORIZED
TO VOTE IN THEIR DISCRETION UPON ANY MATTER AS
MAY PROPERLY COME BEFORE THE SPECIAL MEETING
AND ANY ADJOURNMENT OR POSTPONEMENT OF THE
SPECIAL MEETING. MARK "FOR" = YES OR "AGAINST"
= NO.
DONALDSON COMPANY, INC.
SECURITY 257651109 MEETING TYPE Annual
TICKER SYMBOL DCI MEETING DATE 21-Nov-2008
ISIN US2576511099 AGENDA 932962447 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 F. GUILLAUME BASTIAENS For For
2 JANET M. DOLAN For For
3 JEFFREY NODDLE For For
02 RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS DONALDSON
COMPANY, INC'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM TO AUDIT THE COMPANY'S
FINANCIAL STATEMENTS FOR THE FISCAL YEAR
ENDING JULY 31, 2009.
PETROLEO BRASILEIRO S.A. - PETROBRAS
SECURITY 71654V408 MEETING TYPE Special
TICKER SYMBOL PBR MEETING DATE 24-Nov-2008
ISIN US71654V4086 AGENDA 932971547 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 APPROVAL OF THE PROTOCOL AND THE JUSTIFICATION Management For For
OF INCORPORATION, DATED OCTOBER 2 2008, SIGNED
BY PETROBRAS, AS THE SURVIVING COMPANY, AND BY
'17 DE MAIO PARTICIPACOES S.A'., AS THE
ACQUIRED COMPANY, TOGETHER WITH THE RESPECTIVE
PERTINENT DOCUMENTS, AND THE APPROVAL OF '17
DE MAIO PARTICIPACOES S.A.' INCORPORATION
OPERATION.
02 APPROVAL OF THE APPOINTMENT OF A SPECIALIZED Management For For
COMPANY TO EVALUATE THE ASSETS AND THE
APPROVAL OF THE RESPECTIVE EVALUATION REPORT,
UNDER THE TERMS OF 1 AND 3 OF ART. 227, LAW
NO. 6.404/76.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 20
The Gabelli Asset Fund
MEIJI SEIKA KAISHA,LTD.
SECURITY J41766106 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL MFV.BE MEETING DATE 26-Nov-2008
ISIN JP3917000006 AGENDA 701760692 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1 Approve Incorporation of a Parent Company Management For For
through Joint Share Transfer
2 Amend the Articles of Incorporation Management For For
BANK OF AMERICA CORPORATION
SECURITY 060505104 MEETING TYPE Special
TICKER SYMBOL BAC MEETING DATE 05-Dec-2008
ISIN US0605051046 AGENDA 932970343 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 A PROPOSAL TO APPROVE THE ISSUANCE OF SHARES Management For For
OF BANK OF AMERICA COMMON STOCK AS
CONTEMPLATED BY THE AGREEMENT AND PLAN OF
MERGER, DATED AS OF SEPTEMBER 15, 2008, BY AND
BETWEEN MERRILL LYNCH & CO., INC. AND BANK OF
AMERICA CORPORATION, AS SUCH AGREEMENT MAY BE
AMENDED FROM TIME TO TIME.
02 A PROPOSAL TO APPROVE AN AMENDMENT TO THE 2003 Management Against Against
KEY ASSOCIATE STOCK PLAN, AS AMENDED AND
RESTATED.
03 A PROPOSAL TO ADOPT AN AMENDMENT TO THE BANK Management For For
OF AMERICA AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION TO INCREASE THE NUMBER OF
AUTHORIZED SHARES OF BANK OF AMERICA COMMON
STOCK FROM 7.5 BILLION TO 10 BILLION.
04 A PROPOSAL TO APPROVE THE ADJOURNMENT OF THE Management For For
SPECIAL MEETING, IF NECESSARY OR APPROPRIATE,
TO SOLICIT ADDITIONAL PROXIES, IN THE EVENT
THAT THERE ARE NOT SUFFICIENT VOTES AT THE
TIME OF THE SPECIAL MEETING TO APPROVE THE
FOREGOING PROPOSALS.
MERRILL LYNCH & CO., INC.
SECURITY 590188108 MEETING TYPE Special
TICKER SYMBOL MER MEETING DATE 05-Dec-2008
ISIN US5901881087 AGENDA 932971434 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED Management For For
AS OF SEPTEMBER 15, 2008, BY AND BETWEEN
MERRILL LYNCH & CO., INC. AND BANK OF AMERICA
CORPORATION
02 APPROVE THE AMENDMENT TO THE RESTATED Management For For
CERTIFICATE OF INCORPORATION OF MERRILL LYNCH
& CO., INC.
03 APPROVE ADJOURNMENT OF THE SPECIAL MEETING, IF Management For For
NECESSARY OR APPROPRIATE, TO SOLICIT
ADDITIONAL PROXIES IN THE EVENT THAT THERE ARE
NOT SUFFICIENT VOTES AT THE TIME OF THE
SPECIAL MEETING FOR THE FOREGOING PROPOSALS
TRANSOCEAN INC
SECURITY G90073100 MEETING TYPE Special
TICKER SYMBOL RIG MEETING DATE 08-Dec-2008
ISIN KYG900731004 AGENDA 932973173 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 APPROVAL OF THE MERGER TRANSACTION TO BE Management For For
EFFECTED BY THE SCHEMES OF ARRANGEMENT,
ATTACHED TO THE ACCOMPANYING PROXY STATEMENT
AS ANNEX B.
02 APPROVAL OF THE MOTION TO ADJOURN THE MEETING Management For For
TO A LATER DATE TO SOLICIT ADDITIONAL PROXIES
IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF
THE MEETING TO APPROVE THE MERGER TRANSACTION.
FARMER BROS. CO.
SECURITY 307675108 MEETING TYPE Annual
TICKER SYMBOL FARM MEETING DATE 11-Dec-2008
ISIN US3076751086 AGENDA 932973375 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 GUENTER W. BERGER For For
2 THOMAS A. MALOOF For For
02 TO RATIFY THE SELECTION OF ERNST & YOUNG LLP Management For For
AS THE INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM OF THE COMPANY FOR THE FISCAL
YEAR ENDING JUNE 30, 2009.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 21
The Gabelli Asset Fund
TOKYO BROADCASTING SYSTEM,INCORPORATED
SECURITY J86656105 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL TKOBF.PK MEETING DATE 16-Dec-2008
ISIN JP3588600001 AGENDA 701773675 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1 Approve Transfer of Operations to a Management For For
Wholly-Owned Subsidiary, TBS TV Inc., and
Create a Holding Company Structure
2 Amend Articles to: Change Official Company Management For For
Name to TOKYO BROADCASTING SYSTEM HOLDINGS,
INC., Expand Business Lines
VISA INC.
SECURITY 92826C839 MEETING TYPE Special
TICKER SYMBOL V MEETING DATE 16-Dec-2008
ISIN US92826C8394 AGENDA 932975709 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 TO APPROVE AMENDMENTS TO OUR CURRENT Management For For
CERTIFICATE OF INCORPORATION TO PERMIT THE
COMPANY GREATER FLEXIBILITY IN FUNDING OUR
RETROSPECTIVE RESPONSIBILITY PLAN, TO REMOVE
OBSOLETE PROVISIONS, TO MODIFY THE STANDARDS
OF INDEPENDENCE APPLICABLE TO OUR DIRECTORS
AND TO MAKE OTHER CLARIFYING MODIFICATIONS TO
OUR CURRENT CERTIFICATE OF INCORPORATION.
AUTOZONE, INC.
SECURITY 053332102 MEETING TYPE Annual
TICKER SYMBOL AZO MEETING DATE 17-Dec-2008
ISIN US0533321024 AGENDA 932968209 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 WILLIAM C. CROWLEY For For
2 SUE E. GOVE For For
3 EARL G. GRAVES, JR. For For
4 ROBERT R. GRUSKY For For
5 J.R. HYDE, III For For
6 W. ANDREW MCKENNA For For
7 GEORGE R. MRKONIC, JR. For For
8 LUIS P. NIETO For For
9 WILLIAM C. RHODES, III For For
10 THEODORE W. ULLYOT For For
02 RATIFICATION OF ERNST & YOUNG LLP AS Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE 2009 FISCAL YEAR.
COGECO INC.
SECURITY 19238T100 MEETING TYPE Annual
TICKER SYMBOL CGECF MEETING DATE 17-Dec-2008
ISIN CA19238T1003 AGENDA 932977587 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 TO ELECT AS DIRECTORS THE PERSONS NAMED IN THE Management For For
MANAGEMENT PROXY CIRCULAR ACCOMPANYING THIS
VOTING INSTRUCTION FORM.
02 THE APPOINTMENT OF SAMSON BELAIR / DELOITTE & Management For For
TOUCHE S.E.N.C.R.L. AS AUDITORS AND THE
AUTHORIZATION TO THE DIRECTORS TO FIX THEIR
REMUNERATION.
COACHMEN INDUSTRIES, INC.
SECURITY 189873102 MEETING TYPE Special
TICKER SYMBOL COA MEETING DATE 19-Dec-2008
ISIN US1898731021 AGENDA 932982108 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 APPROVAL OF ASSET PURCHASE AGREEMENT AND SALE Management For For
OF SUBSTANTIALLY ALL OF THE ASSETS OF
RECREATIONAL VEHICLE BUSINESS.
WACHOVIA CORPORATION
SECURITY 929903102 MEETING TYPE Special
TICKER SYMBOL WB MEETING DATE 23-Dec-2008
ISIN US9299031024 AGENDA 932980748 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 A PROPOSAL TO APPROVE THE PLAN OF MERGER Management For For
CONTAINED IN THE AGREEMENT AND PLAN OF MERGER,
BY AND BETWEEN WACHOVIA CORPORATION AND WELLS
FARGO & COMPANY, DATED AS OF OCTOBER 3, 2008,
AS IT MAY BE AMENDED FROM TIME TO TIME,
PURSUANT TO WHICH WACHOVIA WILL MERGE WITH AND
INTO WELLS FARGO, WITH WELLS FARGO SURVIVING
THE MERGER.
02 A PROPOSAL TO APPROVE THE ADJOURNMENT OR Management For For
POSTPONEMENT OF THE SPECIAL MEETING, IF
NECESSARY OR APPROPRIATE, TO SOLICIT
ADDITIONAL PROXIES IN FAVOR OF THE PROPOSAL TO
APPROVE THE PLAN OF MERGER CONTAINED IN THE
MERGER AGREEMENT.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 22
The Gabelli Asset Fund
THE PNC FINANCIAL SERVICES GROUP, INC.
SECURITY 693475105 MEETING TYPE Special
TICKER SYMBOL PNC MEETING DATE 23-Dec-2008
ISIN US6934751057 AGENDA 932981257 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 A PROPOSAL TO APPROVE THE ISSUANCE OF SHARES Management For For
OF PNC COMMON STOCK AS CONTEMPLATED BY THE
AGREEMENT AND PLAN OF MERGER, DATED AS OF
OCTOBER 24, 2008, BY AND BETWEEN THE PNC
FINANCIAL SERVICES GROUP, INC. AND NATIONAL
CITY CORPORATION, AS SUCH AGREEMENT MAY BE
AMENDED FROM TIME TO TIME.
02 A PROPOSAL TO APPROVE THE ADJOURNMENT OF THE Management For For
SPECIAL MEETING OF SHAREHOLDERS, IF NECESSARY
OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES,
IN THE EVENT THAT THERE ARE NOT SUFFICIENT
VOTES AT THE TIME OF THE SPECIAL MEETING OF
SHAREHOLDERS TO APPROVE THE FOREGOING PROPOSAL.
HELLENIC TELECOMMUNICATIONS ORGANIZATIONS OTE
SECURITY X3258B102 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL OTE.F MEETING DATE 08-Jan-2009
ISIN GRS260333000 AGENDA 701788044 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1. Approve the amendments of Articles 8, Board of Management No
Directors, 9, Election, Composition and Term Action
of the Board of Directors, 10, Incorporation
and Operation of the Board of Directors, and
12, Managing Director, of the Articles of
Incorporation currently in force
2. Approve the determination of the number of the Management No
Members of the Board of Directors to be Action
elected, and elect the New Members of the
Board of Directors, pursuant to Article 9 of
the Articles of Incorporation, and appoint the
Independent Members amongst them
3. Appoint the Members of the Audit Committee, Management No
according to Article 37 of Law 3693/2008 Action
4. Approve the Share Buy Back Program, of OTE Management No
S.A. in accordance with Article 16 of Law Action
2190/1920
5. Miscellaneous announcements Management No
Action
ACUITY BRANDS, INC.
SECURITY 00508Y102 MEETING TYPE Annual
TICKER SYMBOL AYI MEETING DATE 08-Jan-2009
ISIN US00508Y1029 AGENDA 932977703 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 PETER C. BROWNING*** For For
2 JOHN L. CLENDENIN*** For For
3 RAY M. ROBINSON*** For For
4 GORDON D. HARNETT** For For
5 GEORGE C. (JACK) GUYNN* For For
02 RATIFICATION OF THE APPOINTMENT OF ERNST & Management For For
YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
ZEP INC
SECURITY 98944B108 MEETING TYPE Annual
TICKER SYMBOL ZEP MEETING DATE 08-Jan-2009
ISIN US98944B1089 AGENDA 932977741 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 J. VERONICA BIGGINS For For
2 O.B. GRAYSON HALL, JR. For For
02 VOTE TO APPROVE THE ZEP INC. MANAGEMENT Management For For
COMPENSATION AND INCENTIVE PLAN
03 VOTE TO RATIFY THE APPOINTMENT OF THE Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 23
The Gabelli Asset Fund
HELLENIC TELECOMMUNICATIONS ORG. S.A.
SECURITY 423325307 MEETING TYPE Special
TICKER SYMBOL OTE MEETING DATE 08-Jan-2009
ISIN US4233253073 AGENDA 932987526 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 APPROVAL OF AMENDMENTS OF ARTICLES 8 (BOARD OF Management For
DIRECTORS), 9 (ELECTION, COMPOSITION AND TERM
OF THE BOARD OF DIRECTORS), 10 (INCORPORATION
AND OPERATION OF THE BOARD OF DIRECTORS) AND
12 (MANAGING DIRECTOR) OF THE ARTICLES OF
INCORPORATION CURRENTLY IN FORCE.
02 DEFINITION OF THE NUMBER OF THE MEMBERS OF THE Management For
BOARD OF DIRECTORS TO BE ELECTED, ELECTION OF
NEW MEMBERS OF THE BOARD OF DIRECTORS,
PURSUANT TO ARTICLE 9 OF THE ARTICLES OF
INCORPORATION, AND APPOINTMENT OF INDEPENDENT
MEMBERS AMONGST THEM.
03 APPOINTMENT OF MEMBERS OF THE AUDIT COMMITTEE, Management For
ACCORDING TO ARTICLE 37 OF LAW 3693/2008.
04 APPROVAL OF A SHARE BUY BACK PROGRAM, OF OTE Management For
S.A. IN ACCORDANCE WITH ARTICLE 16 OF LAW
2190/1920.
GRUPO BIMBO SAB DE CV, MEXICO
SECURITY P4949B104 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL GRBMF.PK MEETING DATE 14-Jan-2009
ISIN MXP495211262 AGENDA 701787496 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
PLEASE NOTE THAT THIS IS AN AMENDMENT TO Non-Voting
MEETING ID 525490 DUE TO CHANGE IN VO-TING
STATUS. THE PREVIOUS MEETING WILL BE
DISREGARDED AND YOU WILL NEED TO INS-TRUCT ON
THIS MEETING NOTICE. THANK YOU.
1. Approve the acquisition of the bakery business Management For For
of Weston Foods, Inc., as a unit, together
with certain assets, liabilities, trademarks,
inventory and accounts receivable and related
operations
2. Approve the designation of special delegates Management For For
WALGREEN CO.
SECURITY 931422109 MEETING TYPE Annual
TICKER SYMBOL WAG MEETING DATE 14-Jan-2009
ISIN US9314221097 AGENDA 932978046 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 WILLIAM C. FOOTE For For
2 MARK P. FRISSORA For For
3 ALAN G. MCNALLY For For
4 CORDELL REED For For
5 NANCY M. SCHLICHTING For For
6 DAVID Y. SCHWARTZ For For
7 ALEJANDRO SILVA For For
8 JAMES A. SKINNER For For
9 MARILOU M. VON FERSTEL For For
10 CHARLES R. WALGREEN III For For
02 RATIFICATION OF THE APPOINTMENT OF DELOITTE & Management For For
TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM.
03 TO AMEND THE WALGREEN CO. 1982 EMPLOYEES STOCK Management For For
PURCHASE PLAN TO INCREASE THE NUMBER OF SHARES
OF COMMON STOCK AUTHORIZED FOR ISSUANCE UNDER
THE PLAN.
04 SHAREHOLDER PROPOSAL THAT THE CHAIRMAN OF THE Shareholder Against For
BOARD BE AN INDEPENDENT DIRECTOR WHO HAS NOT
PREVIOUSLY SERVED AS AN EXECUTIVE OFFICER OF
WALGREEN CO.
05 SHAREHOLDER PROPOSAL THAT WALGREEN CO. Shareholder Against For
SHAREHOLDERS VOTE TO RATIFY THE COMPENSATION
OF THE NAMED EXECUTIVE OFFICERS.
MONSANTO COMPANY
SECURITY 61166W101 MEETING TYPE Annual
TICKER SYMBOL MON MEETING DATE 14-Jan-2009
ISIN US61166W1018 AGENDA 932980534 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1A ELECTION OF DIRECTOR: JANICE L. FIELDS Management For For
1B ELECTION OF DIRECTOR: HUGH GRANT Management For For
1C ELECTION OF DIRECTOR: C. STEVEN MCMILLAN Management For For
1D ELECTION OF DIRECTOR: ROBERT J. STEVENS Management For For
02 TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE Management For For
LLP AS THE COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE 2009 FISCAL
YEAR.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 24
The Gabelli Asset Fund
TIME WARNER INC.
SECURITY 887317105 MEETING TYPE Special
TICKER SYMBOL TWX MEETING DATE 16-Jan-2009
ISIN US8873171057 AGENDA 932979670 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 COMPANY PROPOSAL TO (A) AUTHORIZE THE BOARD TO Management For For
EFFECT PRIOR TO 12/31/09, A REVERSE STOCK
SPLIT OF THE OUTSTANDING AND TREASURY COMMON
STOCK OF TIME WARNER, AT A REVERSE STOCK SPLIT
RATIO OF EITHER 1-FOR-2 OR 1-FOR-3, AND (B)
APPROVE AMENDMENT TO THE COMPANY'S RESTATED
CERTIFICATE OF INCORPORATION IN THE RELEVANT
FORM ATTACHED TO THE PROXY STATEMENT TO EFFECT
THE REVERSE STOCK SPLIT AND TO REDUCE
PROPORTIONATELY THE TOTAL NUMBER OF SHARES
THAT TIME WARNER IS AUTHORIZED TO ISSUE,
SUBJECT TO THE BOARD'S AUTHORITY TO ABANDON
SUCH AMENDMENT.
WINCOR NIXDORF AG
SECURITY D9695J105 MEETING TYPE Annual General Meeting
TICKER SYMBOL WNXDF.PK MEETING DATE 19-Jan-2009
ISIN DE000A0CAYB2 AGENDA 701784541 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
AS A CONDITION OF VOTING, GERMAN MARKET Non-Voting
REGULATIONS REQUIRE THAT YOU DISCLOSE-WHETHER
YOU HAVE A CONTROLLING OR PERSONAL INTEREST IN
THIS COMPANY. SHOULD EI-THER BE THE CASE,
PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE SO THAT WE-MAY LODGE YOUR
INSTRUCTIONS ACCORDINGLY. IF YOU DO NOT HAVE A
CONTROLLING OR- PERSONAL INTEREST, SUBMIT YOUR
VOTE AS NORMAL. THANK YOU
PLEASE NOTE THAT THE TRUE RECORD DATE FOR THIS Non-Voting
MEETING IS 29 DEC 2008, WHEREAS-THE MEETING
HAS BEEN SETUP USING THE ACTUAL RECORD DATE -
1 BUSINESS DAY. THI-S IS DONE TO ENSURE THAT
ALL POSITIONS REPORTED ARE IN CONCURRENCE WITH
THE GE-RMAN LAW. THANK YOU
1. Presentation of the financial statements and Non-Voting
annual report for the 2007/2008 F-Y; with the
report of the Supervisory Board, the Group
financial statements an-d Group annual report
as well as the report by the Board of Managing
Directors-pursuant to Sections 289(4) and
315(4) of the German Commercial Code
2. Resolution on the appropriation of the Management For For
distributable profit of EUR 151,753,220.33 as
follows: Payment of a dividend of EUR 2.13 per
no-par share EUR 84,308,883 shall be carried
for ward Ex- dividend and payable date: 20 JAN
2009
3. Ratification of the acts of the Board of Management For For
Managing Directors
4. Ratification of the acts of the Supervisory Management For For
Board
5. Appointment of Auditors for the FY 2008/2009: Management For For
KPMG AG, Bielefeld
6. Elections to the Supervisory Board: Messrs. Management For For
Hero Brahms, Walter Gunz, and Achim Bachem
7. Renewal of authorized capital [authorized Management For For
capital I 2009 and authorized capital II 2009]
and the correspond amendment to the Articles
of Association a) authorized capital I 2009
and the correspond amendment to Section 4(5)
of the Articles of Association the Board of
Managing Director's shall be authorized, with
the consent of the Supervisory Board, to
increase the share capital by up to EUR
3,308,498 through the issue of new bearer
no-par shares against payment in cash, on or
before 18 JAN 2014 [authorized capital I 2009]
shareholders shall be granted subscription
rights; the Board of Managing Directors shall
be authorized, with the consent of the
Supervisory Board, to exclude shareholders
subscription rights for residual amounts, for
up to 10% of the Company's share capital if
the issue price is not materially below the
market price and if the new shares do not
exceed 20% of the Company's share capital; the
Supervisory Board shall be authorized to amend
the Articles of Association in accordance with
the implementation of the authorized capital I
2009; b) authorized capital II 2009 and the
correspond amendment to Section 4(6) of the
Articles of Association the Board of Managing
Directors shall be authorized, with the
consent of the Supervisory Board, to increase
the share capita l by up to EUR 13,233,996
through t he issue of new bearer no-par share s
against payment in cash and/or kind, on or
before January 18, 2014 [authorized capital II
2009] Shareholders shall be granted
subscription rights; the Board of MDs shall be
authorized, with the consent of the
Supervisory Board, to exclude shareholders;
subscription rights for residual amounts, for
up to 20% of the Company's share capital
against payment in kind in connection with
acquisitions and mergers; the Supervisory
Board shall be authorized to amend the
Articles of Association in accordance with the
implementation of the authorized capital II
2009
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 25
The Gabelli Asset Fund
8. Renewal of the authorization to acquire own Management For For
shares and on their appropriation pursuant to
Section 71(1)8 of the German Stock Corporation
Act a) the Company shall be authorized to
acquire own shares of up to 10% of its share
capital, on or before 19 JUL 2010; the shares
shall be acquired through the stock exchange
or by way of a public repurchase offer to all
shareholders; the shares may be acquired by
the Company's affiliates or by third parties
if the counter value of the shares paid by the
Company does not deviate more than 10% from
the market price of the shares; b) the Board
of Managing Directors shall be authorized to
use the shares for all legally admissible
purposes and especially to dispose of the
shares in a manner other than the stock
exchange or an offer to all shareholders if
the shares are sold at a price not materially
below their market price provided that the
volume of share s disposed of in this manner
does not exceed 10% of the Company's share
capital; c) the Board of Managing Directors
shall be authorized to use the shares in
connection with acquisitions and mergers; d)
the Board of Managing Directors shall be
authorized to use the acquired shares for
satisfying option rights held by Members of
the Board of Managing Directors and by other
Executives and Employees of the Company and/or
its affiliates; the Supervisory Board shall
take on sole responsibility for the allocation
of shares if Members of the Board of Managing
Directors are affected; e) the Board of
Managing Directors shall be authorized, with
the consent of the Supervisory Board, to use
the acquired share s in order to satisfy
conversion rights; f) the Board of Managing
Directors shall be authorized, with the
consent of the Supervisory Board, to retire
the shares
COUNTER PROPOSALS HAVE BEEN RECEIVED FOR THIS Non-Voting
MEETING. A LINK TO THE COUNTER P-ROPOSAL
INFORMATION IS AVAILABLE IN THE MATERIAL URL
SECTION OF THE APPLICATIO-N. IF YOU WISH TO
ACT ON THESE ITEMS, YOU WILL NEED TO REQUEST A
MEETING ATTEN-D AND VOTE YOUR SHARES AT THE
COMPANYS MEETING.
GREIF INC.
SECURITY 397624A99 MEETING TYPE Annual
TICKER SYMBOL GEF.B MEETING DATE 20-Jan-2009
ISIN US397624206 AGENDA 932991739 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 VICKI L. AVRIL For For
2 MICHAEL H. DEMPSEY For For
3 BRUCE A. EDWARDS For For
4 MARK A. EMKES For For
5 JOHN F. FINN For For
6 MICHAEL J. GASSER For For
7 DANIEL J. GUNSETT For For
8 JUDITH D. HOOK For For
9 PATRICK J. NORTON For For
JOHNSON CONTROLS, INC.
SECURITY 478366107 MEETING TYPE Annual
TICKER SYMBOL JCI MEETING DATE 21-Jan-2009
ISIN US4783661071 AGENDA 932983302 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 DENNIS W. ARCHER For For
2 RICHARD GOODMAN For For
3 SOUTHWOOD J. MORCOTT For For
02 RATIFICATION OF PRICEWATERHOUSECOOPERS AS Management For For
INDEPENDENT AUDITORS FOR 2009.
03 PROPOSAL REGARDING SURVIVOR BENEFITS. Shareholder Against For
SALLY BEAUTY HOLDINGS, INC.
SECURITY 79546E104 MEETING TYPE Annual
TICKER SYMBOL SBH MEETING DATE 22-Jan-2009
ISIN US79546E1047 AGENDA 932981043 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 KENNETH A. GIURICEO For For
2 ROBERT R. MCMASTER For For
3 M. MILLER DE LOMBERA For For
02 RATIFICATION OF THE SELECTION OF KPMG LLP AS Management For For
THE CORPORATION'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR
2009.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 26
The Gabelli Asset Fund
ALBERTO-CULVER COMPANY
SECURITY 013078100 MEETING TYPE Annual
TICKER SYMBOL ACV MEETING DATE 22-Jan-2009
ISIN US0130781000 AGENDA 932983679 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 CAROL L. BERNICK For For
2 GEORGE L. FOTIADES For For
3 KING HARRIS For For
4 V. JAMES MARINO For For
SEAT PAGINE GIALLE SPA
SECURITY T8380H104 MEETING TYPE MIX
TICKER SYMBOL PG.MI MEETING DATE 26-Jan-2009
ISIN IT0003479638 AGENDA 701791661 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting
REACH QUORUM, THERE WILL BE A SE-COND CALL ON
27 JAN 2009 (AND A THIRD CALL ON 28 JAN 2009).
CONSEQUENTLY, YOUR-VOTING INSTRUCTIONS WILL
REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMEN-DED. PLEASE BE ALSO ADVISED THAT YOUR
SHARES WILL BE BLOCKED UNTIL THE QUORUM-IS MET
OR THE MEETING IS CANCELLED. THANK YOU.
A.1 Appoint 1 Director in compliance with Article Management No
2364 No. 2 of the Italian Civil Code Action
E.1 Approve to eliminate nominal value of ordinary Management No
and saving shares consequent and related Action
amendments to the Bylaws, related and
consequential resolutions
E.2 Approve to reverse split of ordinary and Management No
saving currently circulating shares at a rate Action
of 1 new ordinary or saving shares every 200
ordinary or saving owned shares, with
annulment, for reconcilement purposes only, of
No. 96 ordinary shares and No. 186 saving
shares and consequent corporate capital
reduction of EUR 8.46 equal to the number of
shares to be annulled, related and
consequential resolutions and amend the Bylaws
E.3 Approve the Rights issue in favour of the Management No
shareholders in compliance with Articles 2441 Action
of the Italian Civil Code through issuance of
ordinary shares for a maximum amount of EUR
200.000.000,00, related and consequential
resolutions and amend the Bylaws
E.4 Amend the Article 14 of the Bylaws - structure Management No
of the Board of Director Action
ENERGIZER HOLDINGS, INC.
SECURITY 29266R108 MEETING TYPE Annual
TICKER SYMBOL ENR MEETING DATE 26-Jan-2009
ISIN US29266R1086 AGENDA 932983326 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 BILL G. ARMSTRONG For For
2 J. PATRICK MULCAHY For For
3 PAMELA M. NICHOLSON For For
02 PROPOSAL TO APPROVE 2009 INCENTIVE STOCK PLAN Management Abstain Against
AND PERFORMANCE CRITERIA.
RALCORP HOLDINGS, INC.
SECURITY 751028101 MEETING TYPE Annual
TICKER SYMBOL RAH MEETING DATE 27-Jan-2009
ISIN US7510281014 AGENDA 932985661 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 DAVID R. BANKS For For
2 JACK W. GOODALL For For
3 JOE R. MICHELETTO For For
4 DAVID P. SKARIE For For
02 RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS Management For For
RALCORP HOLDINGS INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
SEPTEMBER 30, 2009.
CENTURYTEL, INC.
SECURITY 156700106 MEETING TYPE Special
TICKER SYMBOL CTL MEETING DATE 27-Jan-2009
ISIN US1567001060 AGENDA 932986790 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 A PROPOSAL TO APPROVE THE ISSUANCE OF SHARES Management For For
OF COMMON STOCK OF THE COMPANY IN CONNECTION
WITH THE MERGER CONTEMPLATED BY THE AGREEMENT
AND PLAN OF MERGER, DATED AS OF OCTOBER 26,
2008, BY AND AMONG EMBARQ CORPORATION, THE
COMPANY, AND CAJUN ACQUISITION COMPANY, AS
SUCH AGREEMENT MAY BE AMENDED FROM TIME TO
TIME.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 27
The Gabelli Asset Fund
02 A PROPOSAL TO AMEND THE AMENDED AND RESTATED Management For For
ARTICLES OF INCORPORATION OF THE COMPANY TO
ELIMINATE THE RIGHTS OF PERSONS WHO HAVE
CONTINUOUSLY OWNED SHARES OF COMMON STOCK
SINCE MAY 30, 1987 TO TEN VOTES PER SHARE OF
SUCH STOCK AND TO PROVIDE INSTEAD THAT ALL
HOLDERS OF COMMON STOCK WILL BE ENTITLED TO
ONE VOTE PER SHARE.
03 A PROPOSAL TO AMEND THE AMENDED AND RESTATED Management For For
ARTICLES OF INCORPORATION OF THE COMPANY TO
INCREASE THE AUTHORIZED NUMBER OF SHARES OF
CENTURYTEL COMMON STOCK FROM 350,000,000 TO
800,000,000.
04 A PROPOSAL TO APPROVE THE ADJOURNMENT OF THE Management For For
MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL
PROXIES IF THERE ARE NOT SUFFICIENT VOTES FOR
THE PROPOSAL TO ISSUE COMMON STOCK OF THE
COMPANY IN CONNECTION WITH THE MERGER.
EMBARQ CORPORATION
SECURITY 29078E105 MEETING TYPE Special
TICKER SYMBOL EQ MEETING DATE 27-Jan-2009
ISIN US29078E1055 AGENDA 932987211 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, Management For For
AMONG CENTURYTEL, INC., CAJUN ACQUISITION
COMPANY, A WHOLLY OWNED SUBSIDIARY OF
CENTURYTEL, INC., AND EMBARQ CORPORATION. UPON
APPROVAL, CAJUN ACQUISITION COMPANY WILL BE
MERGED WITH AND INTO EMBARQ AND EACH
OUTSTANDING SHARE OF COMMON STOCK OF EMBARQ
WILL BE CONVERTED INTO RIGHT TO RECEIVE 1.37
SHARES OF COMMON STOCK OF CENTURYTEL.
DIAMOND FOODS, INC.
SECURITY 252603105 MEETING TYPE Annual
TICKER SYMBOL DMND MEETING DATE 28-Jan-2009
ISIN US2526031057 AGENDA 932982627 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 JOSEPH P. SILVEIRA For For
2 LAURENCE M. BAER For For
3 MICHAEL J. MENDES For For
02 APPROVAL OF DELOITTE & TOUCHE LLP AS Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
COSTCO WHOLESALE CORPORATION
SECURITY 22160K105 MEETING TYPE Annual
TICKER SYMBOL COST MEETING DATE 28-Jan-2009
ISIN US22160K1051 AGENDA 932985623 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 JAMES D. SINEGAL For For
2 JEFFREY H. BROTMAN For For
3 RICHARD A. GALANTI For For
4 DANIEL J. EVANS For For
5 JEFFREY S. RAIKES For For
02 RATIFICATION OF SELECTION OF INDEPENDENT Management For For
AUDITORS.
MUELLER WATER PRODUCTS INC.
SECURITY 624758207 MEETING TYPE Annual
TICKER SYMBOL MWAB MEETING DATE 28-Jan-2009
ISIN US624758207 AGENDA 932985659 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 DONALD N. BOYCE For For
2 HOWARD L. CLARK, JR. For For
3 GREGORY E. HYLAND For For
4 JERRY W. KOLB For For
5 JOSEPH B. LEONARD For For
6 MARK J. O'BRIEN For For
7 BERNARD G. RETHORE For For
8 NEIL A. SPRINGER For For
9 LYDIA W. THOMAS For For
10 MICHAEL T. TOKARZ For For
02 TO APPROVE THE CONVERSION OF ALL OUTSTANDING Management For For
SHARES OF SERIES B COMMON STOCK INTO SHARES OF
SERIES A COMMON STOCK.
03 TO APPROVE THE AMENDMENT TO THE AMENDED AND Management Against Against
RESTATED 2006 STOCK INCENTIVE PLAN.
04 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP Management For For
AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR FISCAL 2009.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 28
The Gabelli Asset Fund
ORTHOFIX INTERNATIONAL N.V.
SECURITY N6748L102 MEETING TYPE Contested-Consent
TICKER SYMBOL OFIX MEETING DATE 28-Jan-2009
ISIN ANN6748L1027 AGENDA 932991397 - Opposition
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 CONSENT TO HOLD SPECIAL MEETING. Management For *
*MANAGEMENT POSITION UNKNOWN
ASHLAND INC.
SECURITY 044209104 MEETING TYPE Annual
TICKER SYMBOL ASH MEETING DATE 29-Jan-2009
ISIN US0442091049 AGENDA 932983580 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 ROGER W. HALE* For For
2 VADA O. MANAGER* For For
3 GEORGE A SCHAEFER, JR.* For For
4 JOHN F. TURNER* For For
5 MARK C. ROHR** For For
02 RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR
FISCAL 2009.
03 APPROVAL OF AMENDMENT TO ARTICLES OF Management For For
INCORPORATION TO PROVIDE FOR MAJORITY VOTING
FOR ELECTION OF DIRECTORS IN UNCONTESTED
ELECTIONS.
BECTON, DICKINSON AND COMPANY
SECURITY 075887109 MEETING TYPE Annual
TICKER SYMBOL BDX MEETING DATE 03-Feb-2009
ISIN US0758871091 AGENDA 932987007 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 C.M. FRASER-LIGGETT For For
2 E.J. LUDWIG For For
3 W.J. OVERLOCK, JR. For For
4 B.L. SCOTT For For
02 RATIFICATION OF SELECTION OF INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM.
03 AMENDMENT TO BD'S RESTATED CERTIFICATE OF Management For For
INCORPORATION.
04 AMENDMENT TO THE 2004 EMPLOYEE AND DIRECTOR Management Against Against
EQUITY-BASED COMPENSATION PLAN.
05 APPROVAL OF MATERIAL TERMS OF PERFORMANCE Management For For
GOALS.
06 SPECIAL SHAREHOLDER MEETINGS. Shareholder Against For
07 CUMULATIVE VOTING. Shareholder Against For
ROCKWELL AUTOMATION, INC.
SECURITY 773903109 MEETING TYPE Annual
TICKER SYMBOL ROK MEETING DATE 04-Feb-2009
ISIN US7739031091 AGENDA 932985116 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
A DIRECTOR Management
1 BETTY C. ALEWINE For For
2 VERNE G. ISTOCK For For
3 DONALD R. PARFET For For
4 DAVID B. SPEER For For
B TO APPROVE THE SELECTION OF DELOITTE & TOUCHE Management For For
LLP AS THE COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM.
LANDAUER, INC.
SECURITY 51476K103 MEETING TYPE Annual
TICKER SYMBOL LDR MEETING DATE 05-Feb-2009
ISIN US51476K1034 AGENDA 932986322 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 STEPHEN C. MITCHELL For For
2 THOMAS M. WHITE For For
02 TO RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM OF THE
COMPANY FOR THE FISCAL YEAR ENDING SEPTEMBER
30, 2009.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 29
The Gabelli Asset Fund
HELLENIC TELECOMMUNICATIONS ORGANIZATIONS OTE
SECURITY X3258B102 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL OTE.F MEETING DATE 06-Feb-2009
ISIN GRS260333000 AGENDA 701799047 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1. Amend the Articles 8 [Board of Directors], 9 Management No
[Election, Composition and Term of the Board Action
of Directors], 10 [Incorporation and Operation
of the Board of Directors], and 12 [Managing
Director] of the Articles of Incorporation
currently in force
2. Approve to define the number of the Members of Management No
the Board of Directors to be elected, elect Action
the new Members of the Board of Directors,
pursuant to Article 9 of the Articles of
Incorporation, and appoint the Independent
Members amongst them
3. Appoint the Members of the Audit Committee, Management No
according to Article 37 of Law 3693/2008 Action
4. Approve the Share Buy Back Program, of OTE Management No
S.A, in accordance with Article 16 of Law Action
2190/1920
5. Miscellaneous announcements Management No
Action
PLEASE BE ADVISED THAT THE MEETING TO BE HELD Non-Voting
ON 08 JAN 2009 HAS BEEN POSTPONE-D TO 06 FEB
2009.
PLEASE NOTE THAT THIS IS A REVISION DUE TO Non-Voting
RECEIPT OF ADDITIONAL COMMENT. IF Y-OU HAVE
ALREADY SENT IN YOUR VOTES, PLEASE DO NOT
RETURN THIS PROXY FORM UNLES-S YOU DECIDE TO
AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
TYSON FOODS, INC.
SECURITY 902494103 MEETING TYPE Annual
TICKER SYMBOL TSN MEETING DATE 06-Feb-2009
ISIN US9024941034 AGENDA 932987716 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 DON TYSON For For
2 JOHN TYSON For For
3 RICHARD L. BOND For For
4 LLOYD V. HACKLEY For For
5 JIM KEVER For For
6 KEVIN M. MCNAMARA For For
7 BRAD T. SAUER For For
8 JO ANN R. SMITH For For
9 BARBARA A. TYSON For For
10 ALBERT C. ZAPANTA For For
02 TO RATIFY THE SELECTION OF ERNST & YOUNG LLP, Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM,
AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTANT FOR THE FISCAL YEAR ENDING OCTOBER
3, 2009.
03 TO CONSIDER AND ACT UPON SHAREHOLDER PROPOSAL Shareholder Against For
1 REGARDING DISCLOSURE OF GREENHOUSE EMISSIONS.
04 TO CONSIDER AND ACT UPON SHAREHOLDER PROPOSAL Shareholder Against For
2 REGARDING USE OF GESTATION CRATES.
NAVISTAR INTERNATIONAL CORPORATION
SECURITY 63934E108 MEETING TYPE Annual
TICKER SYMBOL NAV MEETING DATE 17-Feb-2009
ISIN US63934E1082 AGENDA 932992402 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 Y. MARC BELTON For For
2 TERRY M. ENDSLEY For For
3 MICHAEL N. HAMMES For For
02 VOTE TO RATIFY THE SELECTION OF KPMG LLP AS Management For For
OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM.
03 VOTE TO APPROVE THE MATERIAL TERMS OF THE Management For For
MEASUREMENTS AND GOALS SET FORTH IN OUR 2004
PERFORMANCE INCENTIVE PLAN.
WEATHERFORD INTERNATIONAL LTD.
SECURITY G95089101 MEETING TYPE Special
TICKER SYMBOL WFT MEETING DATE 17-Feb-2009
ISIN BMG950891017 AGENDA 932993389 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 APPROVAL OF THE SCHEME OF ARRANGEMENT ATTACHED Management For For
TO THE ACCOMPANYING PROXY STATEMENT AS ANNEX B.
02 APPROVAL OF THE MOTION TO ADJOURN THE MEETING Management For For
TO A LATER DATE TO SOLICIT ADDITIONAL PROXIES
IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF
THE MEETING TO APPROVE THE SCHEME OF
ARRANGEMENT.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 30
The Gabelli Asset Fund
JUPITERMEDIA CORPORATION
SECURITY 48207D101 MEETING TYPE Special
TICKER SYMBOL JUPM MEETING DATE 20-Feb-2009
ISIN US48207D1019 AGENDA 932993707 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 PROPOSAL TO SELL JUPITERIMAGES: TO APPROVE THE Management For For
SALE OF JUPITERIMAGES CORPORATION, OUR WHOLLY-
OWNED SUBSIDIARY, TO GETTY IMAGES AS
CONTEMPLATED BY THE STOCK PURCHASE AGREEMENT,
DATED OCTOBER 22, 2008, BY AND BETWEEN
JUPITERMEDIA CORPORATION AND GETTY IMAGES, AS
DESCRIBED IN THE NOTICE OF SPECIAL MEETING AND
PROXY STATEMENT.
02 PROPOSAL OF NAME CHANGE AMENDMENT: TO APPROVE Management For For
AN AMENDMENT TO OUR CERTIFICATE OF
INCORPORATION TO CHANGE OUR NAME TO
"WEBMEDIABRANDS INC." AS DESCRIBED IN THE
NOTICE OF SPECIAL MEETING AND PROXY STATEMENT.
03 PROPOSAL TO ADJOURN THE SPECIAL MEETING: TO Management For For
APPROVE THE ADJOURNMENT OF THE SPECIAL
MEETING, IF NECESSARY OR APPROPRIATE, TO
SOLICIT ADDITIONAL PROXIES IF THERE ARE
INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL
MEETING TO APPROVE PROPOSAL #1, PROPOSAL TO
SELL JUPITERIMAGES.
DEERE & COMPANY
SECURITY 244199105 MEETING TYPE Annual
TICKER SYMBOL DE MEETING DATE 25-Feb-2009
ISIN US2441991054 AGENDA 932992185 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1A ELECTION OF DIRECTOR: CRANDALL C. BOWLES Management For For
1B ELECTION OF DIRECTOR: VANCE D. COFFMAN Management For For
1C ELECTION OF DIRECTOR: CLAYTON M. JONES Management For For
1D ELECTION OF DIRECTOR: THOMAS H. PATRICK Management For For
02 RATIFICATION OF THE APPOINTMENT OF DELOITTE & Management For For
TOUCHE LLP AS THE INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR FISCAL 2009
03 STOCKHOLDER PROPOSAL #1 - ANNUAL ELECTION OF Management For For
DIRECTORS
04 STOCKHOLDER PROPOSAL #2 - ADVISORY VOTE ON Shareholder Against For
EXECUTIVE COMPENSATION
05 STOCKHOLDER PROPOSAL #3 - SEPARATION OF CEO Shareholder Against For
AND CHAIRMAN RESPONSIBILITIES
NOBILITY HOMES, INC.
SECURITY 654892108 MEETING TYPE Annual
TICKER SYMBOL NOBH MEETING DATE 27-Feb-2009
ISIN US6548921088 AGENDA 932997969 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 TERRY E. TREXLER For For
2 RICHARD C. BARBERIE For For
3 ROBERT P. HOLLIDAY For For
4 ROBERT P. SALTSMAN For For
5 THOMAS W. TREXLER For For
INTERNATIONAL GAME TECHNOLOGY
SECURITY 459902102 MEETING TYPE Annual
TICKER SYMBOL IGT MEETING DATE 03-Mar-2009
ISIN US4599021023 AGENDA 932992161 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 ROBERT A. BITTMAN For For
2 RICHARD R. BURT For For
3 PATTI S. HART For For
4 ROBERT A. MATHEWSON For For
5 THOMAS J. MATTHEWS For For
6 ROBERT MILLER For For
7 FREDERICK B. RENTSCHLER For For
8 DAVID E. ROBERSON For For
02 APPROVAL OF THE AMENDMENTS TO THE Management Against Against
INTERNATIONAL GAME TECHNOLOGY 2002 STOCK
INCENTIVE PLAN.
03 RATIFICATION OF THE APPOINTMENT OF DELOITTE & Management For For
TOUCHE LLP AS IGT'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING SEPTEMBER 30, 2009.
04 ELECTION OF PHILIP G. SATRE TO THE BOARD OF Management For For
DIRECTORS. "AN "AGAINST" VOTE ON ITEM 4 WILL
BE TREATED AS A WITHHOLD VOTE WITH RESPECT TO
PHILIP G. SATRE."
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 31
The Gabelli Asset Fund
THE WALT DISNEY COMPANY
SECURITY 254687106 MEETING TYPE Annual
TICKER SYMBOL DIS MEETING DATE 10-Mar-2009
ISIN US2546871060 AGENDA 932990559 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1A ELECTION OF DIRECTOR: SUSAN E. ARNOLD Management For For
1B ELECTION OF DIRECTOR: JOHN E. BRYSON Management For For
1C ELECTION OF DIRECTOR: JOHN S. CHEN Management For For
1D ELECTION OF DIRECTOR: JUDITH L. ESTRIN Management For For
1E ELECTION OF DIRECTOR: ROBERT A. IGER Management For For
1F ELECTION OF DIRECTOR: STEVEN P. JOBS Management For For
1G ELECTION OF DIRECTOR: FRED H. LANGHAMMER Management For For
1H ELECTION OF DIRECTOR: AYLWIN B. LEWIS Management For For
1I ELECTION OF DIRECTOR: MONICA C. LOZANO Management For For
1J ELECTION OF DIRECTOR: ROBERT W. MATSCHULLAT Management For For
1K ELECTION OF DIRECTOR: JOHN E. PEPPER, JR. Management For For
1L ELECTION OF DIRECTOR: ORIN C. SMITH Management For For
02 TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSE- Management For For
COOPERS LLP AS THE COMPANY'S REGISTERED PUBLIC
ACCOUNTANTS FOR 2009.
03 TO APPROVE THE AMENDMENT TO THE AMENDED AND Management Against Against
RESTATED 2005 STOCK INCENTIVE PLAN.
04 TO APPROVE THE TERMS OF THE AMENDED AND Management For For
RESTATED 2002 EXECUTIVE PERFORMANCE PLAN.
05 TO APPROVE THE SHAREHOLDER PROPOSAL RELATING Shareholder Against For
TO POLITICAL CONTRIBUTIONS REPORTING.
06 TO APPROVE THE SHAREHOLDER PROPOSAL RELATING Shareholder Against For
TO DEATH BENEFIT PAYMENTS.
07 TO APPROVE THE SHAREHOLDER PROPOSAL RELATING Shareholder Against For
TO SHAREHOLDER ADVISORY VOTE ON EXECUTIVE
COMPENSATION.
LEE ENTERPRISES, INCORPORATED
SECURITY 523768109 MEETING TYPE Annual
TICKER SYMBOL LEE MEETING DATE 10-Mar-2009
ISIN US5237681094 AGENDA 932994963 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 WILLIAM E. MAYER For For
2 GREGORY P. SCHERMER For For
3 MARK B. VITTERT For For
02 TO GRANT THE BOARD OF DIRECTORS THE Management For For
DISCRETIONARY AUTHORITY TO EFFECT A REVERSE
STOCK SPLIT.
THE HAIN CELESTIAL GROUP, INC.
SECURITY 405217100 MEETING TYPE Annual
TICKER SYMBOL HAIN MEETING DATE 11-Mar-2009
ISIN US4052171000 AGENDA 933000488 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 IRWIN D. SIMON For For
2 BARRY J. ALPERIN For For
3 RICHARD C. BERKE For For
4 BETH L. BRONNER For For
5 JACK FUTTERMAN For For
6 DANIEL R. GLICKMAN For For
7 MARINA HAHN For For
8 ANDREW R. HEYER For For
9 ROGER MELTZER For For
10 LEWIS D. SCHILIRO For For
11 LAWRENCE S. ZILAVY For For
02 TO APPROVE THE AMENDMENT OF THE 2000 DIRECTORS Management For For
STOCK OPTION PLAN.
03 TO APPROVE THE AMENDMENT OF THE AMENDED AND Management Against Against
RESTATED 2002 LONG-TERM INCENTIVE AND STOCK
AWARD PLAN.
04 TO APPROVE THE STOCKHOLDER PROPOSAL REGARDING Shareholder Against For
STOCKHOLDER RATIFICATION OF EXECUTIVE
COMPENSATION.
05 TO APPROVE THE STOCKHOLDER PROPOSAL REGARDING Shareholder Against For
REINCORPORATION OF THE COMPANY IN NORTH DAKOTA.
06 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG Management For For
LLP, TO ACT AS REGISTERED INDEPENDENT
ACCOUNTANTS OF THE COMPANY FOR THE FISCAL YEAR
ENDING JUNE 30, 2009.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 32
The Gabelli Asset Fund
TYCO INTERNATIONAL LTD
SECURITY G9143X208 MEETING TYPE Special
TICKER SYMBOL TYC MEETING DATE 12-Mar-2009
ISIN BMG9143X2082 AGENDA 932994418 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 TO CONSIDER AND APPROVE A RESOLUTION TO Management For For
APPROVE TYCO INTERNATIONAL LTD.'S
DISCONTINUANCE FROM BERMUDA AS PROVIDED IN
SECTION 132G OF THE COMPANIES ACT 1981 OF
BERMUDA AND THE COMPANY'S CHANGE OF DOMICILE
TO SCHAFFHAUSEN, SWITZERLAND.
02 TO CONSIDER AND APPROVE A RESOLUTION THAT WILL Management For For
HAVE THE EFFECT OF INCREASING OUR REGISTERED
SHARE CAPITAL.
03 TO CONSIDER AND APPROVE THE NAME OF TYCO Management For For
INTERNATIONAL LTD.
04 TO CONSIDER AND APPROVE THE CHANGE OF THE Management For For
CORPORATE PURPOSE OF TYCO INTERNATIONAL LTD.
05 TO CONSIDER AND APPROVE TYCO INTERNATIONAL Management For For
LTD.'S PROPOSED SWISS ARTICLES OF ASSOCIATION.
06 TO CONFIRM SWISS LAW AS THE AUTHORITATIVE Management For For
LEGISLATION GOVERNING TYCO INTERNATIONAL LTD.
07 TO CONFIRM THE PRINCIPAL PLACE OF BUSINESS OF Management For For
TYCO INTERNATIONAL LTD. AS SCHAFFHAUSEN,
SWITZERLAND.
08 TO APPOINT PRICEWATERHOUSECOOPERS AG, ZURICH Management For For
AS SPECIAL AUDITOR UNTIL TYCO INTERNATIONAL
LTD.'S NEXT ANNUAL GENERAL MEETING.
09 TO ELECT DELOITTE AG AS OUR STATUTORY AUDITORS Management For For
FOR A TERM OF ONE YEAR UNTIL TYCO
INTERNATIONAL LTD.'S NEXT ANNUAL GENERAL
MEETING.
10 TO APPROVE THE PAYMENT OF A DIVIDEND THROUGH A Management For For
REDUCTION OF REGISTERED CAPITAL.
11 TO APPROVE THE MOTION TO ADJOURN THE MEETING Management For For
TO A LATER DATE TO SOLICIT ADDITIONAL PROXIES
IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF
THE MEETING TO APPROVE THE CHANGE OF DOMICILE.
TYCO INTERNATIONAL LTD
SECURITY G9143X208 MEETING TYPE Annual
TICKER SYMBOL TYC MEETING DATE 12-Mar-2009
ISIN BMG9143X2082 AGENDA 932994521 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 EDWARD D. BREEN For For
2 TIMOTHY M. DONAHUE For For
3 BRIAN DUPERREAULT For For
4 BRUCE S. GORDON For For
5 RAJIV. L. GUPTA For For
6 JOHN A. KROL For For
7 BRENDAN R. O'NEILL For For
8 WILLIAM S. STAVROPOULOS For For
9 SANDRA S. WIJNBERG For For
10 JEROME B. YORK For For
11 R. DAVID YOST For For
02 REAPPOINTMENT OF DELOITTE & TOUCHE LLP AS Management For For
TYCO'S INDEPENDENT AUDITORS AND AUTHORIZATION
FOR THE AUDIT COMMITTEE OF THE BOARD OF
DIRECTORS TO SET THE AUDITORS' REMUNERATION.
03 AMENDMENTS TO THE COMPANY'S 2004 STOCK AND Management For For
INCENTIVE PLAN.
SAMSUNG ELECTRS LTD
SECURITY 796050888 MEETING TYPE Annual General Meeting
TICKER SYMBOL SSNLF.PK MEETING DATE 13-Mar-2009
ISIN US7960508882 AGENDA 701826022 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
PLEASE NOTE THAT ABSTAIN IS NOT A VALID VOTING Non-Voting
OPTION IN KOREA. THANK YOU.
1. Approve the balance sheet, income statement, Management For For
and statement of appropriation of retained
earnings [Draft] for the 40th FY [from 01 JAN
2008 to 31 DEC 2008]: cash dividends
[excluding interim dividends], dividend per
share: KRW 5,000 [Common], KRW 5,050
[Preferred]
2.1 Appoint Dr. Oh-Soo Park, Mr. Chae-Woong Lee, Management For For
and Mr. Dong- Min Yoon as the Independent
Directors
2.2 Appoint Messrs. Yoon Woo Lee, Geesung Choi, Management For For
Juhwa Yoon, and Sanghoon Lee as the Executive
Directors
2.3 Appoint Dr. Oh-Soo Park and Mr. Chae-Woong Lee Management For For
as the Members of Audit Committee
3. Approve the Compensation Ceiling for the Management For For
Directors: proposed remuneration ceiling for
the 41st FY: KRW 55 billion, remuneration
ceiling approved in the 40th FY: KRW 35
billion; number of Directors 9 [Independent
Directors 5]
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 33
The Gabelli Asset Fund
SAMSUNG ELECTRONICS CO., LTD.
SECURITY 796050888 MEETING TYPE Annual
TICKER SYMBOL SSNHY MEETING DATE 13-Mar-2009
ISIN US7960508882 AGENDA 933002418 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 APPROVAL OF BALANCE SHEET, INCOME STATEMENT, Management For For
AND STATEMENT OF APPROPRIATION OF RETAINED
EARNINGS (DRAFT) FOR THE 40TH FISCAL YEAR
(FROM JANUARY 1, 2008 TO DECEMBER 31, 2008),
ALL AS MORE FULLY DESCRIBED IN THE PROXY
STATEMENT.
2A APPROVAL OF DIRECTORS: APPOINTMENT OF Management For For
INDEPENDENT DIRECTORS (3 PERSONS).
2B APPROVAL OF DIRECTORS: APPOINTMENT OF Management For For
EXECUTIVE DIRECTORS (4 PERSONS).
2C APPROVAL OF DIRECTORS: APPOINTMENT OF MEMBERS Management For For
OF AUDIT COMMITTEE (2 PERSONS).
03 APPROVAL OF THE COMPENSATION CEILING FOR THE Management For For
DIRECTORS - PROPOSED REMUNERATION CEILING FOR
THE 41ST FISCAL YEAR: KRW 55 BILLION -
REMUNERATION CEILING APPROVED IN THE 40TH
FISCAL YEAR: KRW 35 BILLION.
WHOLE FOODS MARKET, INC.
SECURITY 966837106 MEETING TYPE Annual
TICKER SYMBOL WFMI MEETING DATE 16-Mar-2009
ISIN US9668371068 AGENDA 932994608 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 DR. JOHN B. ELSTROTT For For
2 GABRIELLE E. GREENE For For
3 HASS HASSAN For For
4 STEPHANIE KUGELMAN For For
5 JOHN P. MACKEY For For
6 MORRIS J. SIEGEL For For
7 DR. RALPH Z. SORENSON For For
8 W.A. (KIP) TINDELL, III For For
02 RATIFICATION OF THE APPOINTMENT OF ERNST & Management For For
YOUNG, LLP AS INDEPENDENT PUBLIC AUDITOR FOR
FISCAL YEAR 2009.
03 RATIFICATION OF THE AMENDMENT AND RESTATEMENT Management For For
OF THE COMPANY'S 2007 STOCK INCENTIVE PLAN AS
THE 2009 STOCK INCENTIVE PLAN.
04 RATIFICATION OF THE AMENDMENT OF OUR STOCK Management Against Against
INCENTIVE PLAN TO INCREASE THE NUMBER OF
SHARES AUTHORIZED FOR ISSUANCE.
05 RATIFICATION OF THE AMENDMENT OF OUR TEAM Management For For
MEMBER STOCK PURCHASE PLAN TO INCREASE THE
NUMBER OF SHARES AUTHORIZED FOR ISSUANCE.
06 SHAREHOLDER PROPOSAL REGARDING SEPARATING THE Shareholder Against For
ROLES OF COMPANY CHAIRMAN OF THE BOARD AND CEO.
07 SHAREHOLDER PROPOSAL REGARDING COMPANY Shareholder Against For
SHAREHOLDER VOTES AND A SIMPLE MAJORITY
THRESHOLD.
08 SHAREHOLDER PROPOSAL REGARDING REINCORPORATING Shareholder Against For
FROM A TEXAS CORPORATION TO A NORTH DAKOTA
CORPORATION.
HERLEY INDUSTRIES, INC.
SECURITY 427398102 MEETING TYPE Annual
TICKER SYMBOL HRLY MEETING DATE 17-Mar-2009
ISIN US4273981021 AGENDA 932996133 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 JOHN A. THONET For For
2 CARLOS C. CAMPBELL For For
02 RATIFICATION OF THE APPOINTMENT OF MARCUM & Management For For
KLIEGMAN LLP AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTANTS FOR THE YEAR
ENDING AUGUST 2, 2009.
OMNOVA SOLUTIONS INC.
SECURITY 682129101 MEETING TYPE Annual
TICKER SYMBOL OMN MEETING DATE 18-Mar-2009
ISIN US6821291019 AGENDA 932997135 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1 DIRECTOR Management
1 KEVIN M. MCMULLEN For For
2 LARRY B. PORCELLATO For For
3 ROBERT A. STEFANKO For For
2 RATIFICATION OF THE APPOINTMENT OF ERNST & Management For For
YOUNG LLP AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
FISCAL YEAR ENDING NOVEMBER 30, 2009
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 34
The Gabelli Asset Fund
VIVO PARTICIPACOES SA
SECURITY P9810G108 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL VIV MEETING DATE 19-Mar-2009
ISIN BRVIVOACNOR1 AGENDA 701817617 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
PLEASE NOTE THAT VOTES 'IN FAVOR' AND Non-Voting
'AGAINST" IN THE SAME AGENDA ITEM ARE NO-T
ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR
AGAINST AND/ OR ABSTAIN ARE A-LLOWED. THANK
YOU.
IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting
BENEFICIAL OWNER SIGNED POWER OF AT-TORNEY
(POA) IS REQUIRED IN ORDER TO LODGE AND
EXECUTE YOUR VOTING INSTRUCTION-S IN THIS
MARKET. ABSENCE OF A POA, MAY CAUSE YOUR
INSTRUCTIONS TO BE REJECTED-. IF YOU HAVE ANY
QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE
1. Amend the wording of Article 5 of the Management For For
Corporate Bylaws in accordance with the
proposal made by the Board of Directors in the
meeting held on 12 FEB 2009 when the increase
in the Share Capital of the Company was
ratified
2. Approve to consolidate the Company's Corporate Management For For
Bylaws
PLEASE NOTE THAT THIS IS A REVISION DUE TO Non-Voting
RECEIPT OF RECORD DATE. IF YOU HAVE-ALREADY
SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS
PROXY FORM UNLESS YOU D-ECIDE TO AMEND YOUR
ORIGINAL INSTRUCTIONS. THANK YOU.
VIVO PARTICIPACOES SA
SECURITY P9810G108 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 19-Mar-2009
ISIN BRVIVOACNOR1 AGENDA 701817922 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting
BENEFICIAL OWNER SIGNED POWER OF AT-TORNEY
(POA) IS REQUIRED IN ORDER TO LODGE AND
EXECUTE YOUR VOTING INSTRUCTION-S IN THIS
MARKET. ABSENCE OF A POA, MAY CAUSE YOUR
INSTRUCTIONS TO BE REJECTED-. IF YOU HAVE ANY
QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE
PLEASE NOTE THAT VOTES 'IN FAVOR' AND Non-Voting
'AGAINST" IN THE SAME AGENDA ITEM ARE NO-T
ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR
AGAINST AND/ OR ABSTAIN ARE A-LLOWED. THANK
YOU.
"PLEASE NOTE THAT SHAREHOLDERS SUBMITTING A Non-Voting
VOTE TO ELECT A MEMBER MUST INCLUD-E THE NAME
OF THE CANDIDATE TO BE ELECTED. IF
INSTRUCTIONS TO VOTE ON THIS ITE-M IS RECEIVED
WITHOUT A CANDIDATE'S NAME, YOUR VOTE WILL BE
PROCESSED IN FAVOR-OR AGAINST OF THE DEFAULT
COMPANY'S CANDIDATE. THANK YOU."
1. Approve to take Knowledge of the Directors' Management For For
accounts, to examine, discuss and vote the
Company's consolidated financial statements
for the FYE 31 DEC 2008
2. Approve to decide on the allocation of the Management For For
result of the FYE on DEC 2008 and on the
distribution of dividends, as well as a
capital budget proposal drawn up for the
purposes of Article 196 of Law Number 6404 76
3. Elect the Members of the Board of Directors Management For For
4. Elect the Members of the Finance Committee Management For For
5. Approve the total annual payment for the Management For For
Members of the Board of Directors and the
individual payment for the Members of the
Finance Committee
PLEASE NOTE THAT THIS IS A REVISION DUE TO Non-Voting
RECEIPT OF RECORD DATE. IF YOU HAVE-ALREADY
SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS
PROXY FORM UNLESS YOU D-ECIDE TO AMEND YOUR
ORIGINAL INSTRUCTIONS. THANK YOU.
VIVO PARTICIPACOES SA, SAO PAULO
SECURITY P9810G223 MEETING TYPE Annual General Meeting
TICKER SYMBOL VIV MEETING DATE 19-Mar-2009
ISIN BRVIVOD02PR1 AGENDA 701842583 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
PLEASE NOTE THAT THIS IS AN AMENDMENT TO Non-Voting
MEETING ID 541184 DUE TO CHANGE IN VO-TING
STATUS. ALL VOTES RECEIVED ON THE PREVIOUS
MEETING WILL BE DISREGARDED. T-HANK YOU.
PLEASE NOTE THAT THESE SHARES HAVE NO VOTING Non-Voting
RIGHTS, SHOULD YOU WISH TO ATTEND-THE MEETING
PERSONALLY, YOU MAY APPLY FOR AN ENTRANCE CARD
BY CONTACTING YOUR-CLIENT REPRESENTATIVE.
THANK YOU.
1. To elect the Members of the Board of Directors Non-Voting
2. To elect the Members of the Finance Committee Non-Voting
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 35
The Gabelli Asset Fund
VIVO PARTICIPACOES SA
SECURITY P9810G116 MEETING TYPE Annual General Meeting
TICKER SYMBOL VIV MEETING DATE 19-Mar-2009
ISIN BRVIVOACNPR8 AGENDA 701842608 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting
BENEFICIAL OWNER SIGNED POWER OF AT-TORNEY
(POA) IS REQUIRED IN ORDER TO LODGE AND
EXECUTE YOUR VOTING INSTRUCTION-S IN THIS
MARKET. ABSENCE OF A POA, MAY CAUSE YOUR
INSTRUCTIONS TO BE REJECTED-. IF YOU HAVE ANY
QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE
PLEASE NOTE THAT VOTES IN FAVOR 'AND' AGAINST Non-Voting
IN THE SAME AGENDA ITEM ARE NOT-ALLOWED. ONLY
VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST
AND/OR ABSTAIN ARE ALLO-WED. THANK YOU.
PLEASE NOTE THAT THIS IS AN AMENDMENT TO Non-Voting
MEETING ID 536680 DUE TO CHANGE IN VO-TING
STATUS. ALL VOTES RECEIVED ON THE PREVIOUS
MEETING WILL BE DISREGARDED AN-D YOU WILL NEED
TO REINSTRUCT ON THIS MEETING NOTICE. THANK
YOU.
SHAREHOLDERS SUBMITTING A VOTE TO ELECT A Non-Voting
MEMBER MUST INCLUDE THE NAME OF THE-CANDIDATE
TO BE ELECTED. IF INSTRUCTIONS TO VOTE ON THIS
ITEM IS RECEIVED WITH-OUT A CANDIDATE'S NAME,
YOUR VOTE WILL BE PROCESSED IN FAVOR OR
AGAINST OF THE- DEFAULT COMPANY'S CANDIDATE.
THANK YOU.
A. Approve to take knowledge of the Directors Management For For
accounts, to examine, discuss and vote the
Company's consolidated financial statement for
the FYE 31 DEC 2008
B. Approve the allocation of the result of the Management For For
FYE on DEC 2008 and on the distribution of
dividends, as well as a capital budget
proposal drawn up for the purposes of Article
196 of Law Number 6404 76
C. Elect the Members of the Board of Directors Management For For
D. Elect the Members of the Finance Committee Management For For
E. Approve to set the total annual payment for Management For For
the Members of the Board of Directors and the
individual payment for the Members of the
Finance Committee
KATY INDUSTRIES, INC.
SECURITY 486026107 MEETING TYPE Special
TICKER SYMBOL KATY MEETING DATE 19-Mar-2009
ISIN US4860261076 AGENDA 933000096 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 THE AMENDMENT OF KATY'S CERTIFICATE OF Management For For
INCORPORATION TO EFFECT A 1-FOR-500 REVERSE
STOCK SPLIT OF KATY'S COMMON SHARES.
02 THE PROPOSAL FOR THE ADJOURNMENT OR Management For For
POSTPONEMENT OF THE SPECIAL MEETING, IF
NECESSARY OR APPROPRIATE TO SOLICIT ADDITIONAL
PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE
TIME OF THE SPECIAL MEETING TO ADOPT THE
REVERSE STOCK SPLIT.
CLARCOR INC.
SECURITY 179895107 MEETING TYPE Annual
TICKER SYMBOL CLC MEETING DATE 23-Mar-2009
ISIN US1798951075 AGENDA 933000159 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 MR. J. MARC ADAM For For
2 MR. JAMES W BRADFORD JR For For
3 MR. JAMES L. PACKARD For For
02 ADOPTION OF THE 2009 CLARCOR INCENTIVE PLAN. Management Against Against
03 RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR ENDING NOVEMBER 30, 2009.
CHEMRING GROUP PLC, FAREHAM, HEMPSHIRE
SECURITY G20860105 MEETING TYPE Annual General Meeting
TICKER SYMBOL CMGMF.PK MEETING DATE 25-Mar-2009
ISIN GB0001904621 AGENDA 701820931 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1. Receive and adopt the financial statements and Management For For
reports of the Directors and the Auditors for
the YE 31 OCT 2008
2. Approve the Directors' remuneration report for Management For For
the YE 31 OCT 2008
3. Approve the payment of a final dividend of 25p Management For For
per ordinary share for the YE 31 OCT 2008 to
be paid on 17 APR 2009 to shareholders on the
register at the close of business on 27 MAR
2009
4. Re-elect Dr. D. J. Price as a Director Management For For
5. Re-elect Mr. P. A. Rayner as a Director Management For For
6. Re-elect Mr. D. R. Evans as a Director Management For For
7. Re-elect Mr. K. C. Scobie as a Director Management For For
8. Re-appoint Deloitte LLP as the Auditors and Management For For
authorize the Directors to fix their
remuneration
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 36
The Gabelli Asset Fund
9. Authorize the Board, pursuant to and in Management For For
accordance with Section 80 of the Companies
Act 1985 [the Act] to exercise all powers of
the Company, to allot and to make offers or
agreements to allot relevant securities [as
defined in Section 80(2) of the Act] up to an
aggregate nominal amount of GBP 373,215,
[Authority expires the earlier of the
commencement of the next AGM of the Company or
31 MAY 2010]; and the Board may allot relevant
securities after the expiry of this authority
in pursuance of such an offer or agreement
made prior to such expiry
S.10 Authorize the Board, subject to the passing of Management For For
Resolution 9, pursuant to and in accordance
with Section 95 of the Companies Act 1985 [the
Act] to: a) allot equity securities [as
specified in Section 94 of the Act] pursuant
to authority conferred by Resolution 9; b)
sell relevant shares [as specified in Section
94(5) of the Act] held by the Company as
treasury shares [as specified in Section
94(3A) of the Act] for cash [as specified in
Section 162D(2) of the Act], disapplying the
statutory pre-emption rights [Section 89(1) of
the Act], provided that this power is limited
to the allotment of equity securities for cash
and the sale of treasury shares up to an
aggregate nominal value of GBP 88,064;
[Authority expires the earlier of the
commencement of the next AGM of the Company or
31 MAY 2010]; and, the Board may allot equity
securities after the expiry of this authority
in pursuance of such an offer or agreement
made prior to such expiry
S.11 Authorize the Company, for the purposes of Management For For
Section 166 of the Companies Act 1985 [the
Act], to make market purchases [Section 163(3)
of the Act] of its ordinary shares of 5p each
in the capital of the Company on such terms
and in such manner as the Directors may from
time to time determine, and where such shares
are held as treasury shares, the Company may
use them for the purposes of its employee
share schemes, provided that: a) the maximum
number of ordinary shares which may be
purchased is 3,522,569 [representing 10% of
the issued ordinary share capital at 20 JAN
2009 [exclusive of treasury shares]; the
minimum price [exclusive of treasury shares]
which may be paid for each ordinary share is 5
pence; the maximum price [exclusive of
expenses] which may be paid for each ordinary
share is an
amount equal to 105% of the average middle
market quotations for ordinary shares of the
Company as derived from the Daily Official
List of the London Stock Exchange Plc, for the
5 business days immediately preceding the day
on which such share is contracted to be
purchases; [Authority expires the earlier of
the commencement of the next AGM of the
Company or 31 MAY 2010]; and the Company,
before the expiry, may make a contract to
purchase ordinary shares which will or may be
executed wholly or partly after such expiry
S.12 Amend the Articles of Association of the Management For For
Company by making the changes marked on the
Articles of Association produced to the
meeting and signed by the Chairman for the
purposes of identification
S.13 Approve, with effect from [and including] the Management For For
date on which Section 28 of the Companies Act
2006 is brought into force, the provisions of
the Company's Memorandum of Association
[including but not limited to the provisions
relating to the authorized share capital of
Association shall be revoked and shall be
deemed to be removed there from and not form
part of the Company's Articles of Association
S.14 Authorize the Company, from the date of the Management For For
passing of this resolution and [Authority
expires the earlier of the conclusion of the
next AGM of the Company or 31 MAY 2010], to
hold general meeting [other than AGM] on 14
clear days notice
GENCORP INC.
SECURITY 368682100 MEETING TYPE Annual
TICKER SYMBOL GY MEETING DATE 25-Mar-2009
ISIN US3686821006 AGENDA 933003624 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 THOMAS A. CORCORAN For For
2 JAMES R. HENDERSON For For
3 WARREN G. LICHTENSTEIN For For
4 DAVID A. LORBER For For
5 JAMES H. PERRY For For
6 MARTIN TURCHIN For For
7 ROBERT C. WOODS For For
02 RATIFICATION OF THE AUDIT COMMITTEE'S Management For For
APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS
THE INDEPENDENT AUDITORS OF THE COMPANY.
03 APPROVAL OF THE 2009 EQUITY AND PERFORMANCE Management For For
INCENTIVE PLAN.
FOMENTO ECONOMICO MEXICANO S.A.B. DE CV
SECURITY 344419106 MEETING TYPE Special
TICKER SYMBOL FMX MEETING DATE 25-Mar-2009
ISIN US3444191064 AGENDA 933008054 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 REPORT OF THE BOARD OF DIRECTORS; PRESENTATION Management For
OF THE FINANCIAL STATEMENTS OF FOMENTO
ECONOMICO MEXICANO, S.A.B. DE C.V. FOR THE
2008, ALL AS MORE FULLY DESCRIBED IN THE PROXY
STATEMENT.
02 REPORT WITH RESPECT TO THE COMPLIANCE OF TAX Management For
OBLIGATIONS, PURSUANT TO ARTICLE 86,
SUBSECTION XX OF THE INCOME TAX LAW.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 37
The Gabelli Asset Fund
03 APPLICATION OF THE RESULTS FOR THE 2008 FISCAL Management For
YEAR, INCLUDING THE PAYMENT OF A CASH
DIVIDEND, IN MEXICAN PESOS, IN THE AMOUNT OF
$0.0807887 PER EACH SERIES "B" SHARE, AND
$0.100985875 PER EACH SERIES "D" SHARE,
CORRESPONDING TO $0.4039435 PER "B UNIT" AND
$0.4847322 PER "BD" UNIT.
04 PROPOSAL TO DETERMINE AS THE MAXIMUM AMOUNT OF Management For
RESOURCES TO BE USED FOR THE SHARE REPURCHASE
PROGRAM, THE AMOUNT OF $3,000,000,000.00
MEXICAN PESOS, PURSUANT TO ARTICLE 56 OF THE
SECURITIES MARKET LAW.
05 ELECTION OF PROPRIETARY AND ALTERNATE MEMBERS Management For
AND SECRETARIES OF THE BOARD, ALL AS MORE
FULLY DESCRIBED IN THE PROXY STATEMENT.
06 PROPOSAL TO INTEGRATE THE FOLLOWING Management For
COMMITTEES: (I) FINANCE AND PLANNING, (II)
AUDIT, AND (III) CORPORATE PRACTICES;
APPOINTMENT OF THEIR RESPECTIVE CHAIRMAN, AND
WITH THEIR REMUNERATION.
07 APPOINTMENT OF DELEGATES FOR THE EXECUTION AND Management For
FORMALIZATION OF THE MEETING'S RESOLUTION.
08 READING AND, IF APPLICABLE, APPROVAL OF THE Management For
MINUTE.
GIVAUDAN SA
SECURITY H3238Q102 MEETING TYPE Annual General Meeting
TICKER SYMBOL GVDNY.PK MEETING DATE 26-Mar-2009
ISIN CH0010645932 AGENDA 701833471 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting
IN THIS MARKET. PLEASE CONTACT YO-UR CLIENT
SERVICE REPRESENTATIVE TO OBTAIN BLOCKING
INFORMATION FOR YOUR ACCOU-NTS.
PLEASE NOTE THAT THIS IS THE PART II OF THE Non-Voting
MEETING NOTICE SENT UNDER MEETING-540767,
INCLUDING THE AGENDA. TO VOTE IN THE UPCOMING
MEETING, YOUR NAME MUST-BE NOTIFIED TO THE
COMPANY REGISTRAR AS BENEFICIAL OWNER BEFORE
THE RE-REGISTR-ATION DEADLINE. PLEASE NOTE
THAT THOSE INSTRUCTIONS THAT ARE SUBMITTED
AFTER T-HE CUTOFF DATE WILL BE PROCESSED ON A
BEST EFFORT BASIS. THANK YOU.
1. Approve the annual report, the annual Management No
financial statements and the consolidated Action
financial statements 2008
2. Grant discharge to the Members of the Board of Management No
Directors Action
3. Approve the appropriation of the available Management No
earnings Action
4.a Approve the issue to the shareholders of the Management No
Company of warrants entitling them to receive Action
new shares out of the conditional capital of
the Company on terms and conditions as
specified, to create conditional share capital
reserved for the exercise of warrants granted
to the shareholders of the Company and
entitling them to new shares for a maximum
amount of CHF 3,500,000 in nominal value
4.b Approve to increase the conditional share Management No
capital reserved for bond issues with option Action
or conversion rights of the Company or of
affiliates of the Company by CHF 3,000,000 in
nominal value from CHF 9,000,000 to a maximum
amount of CHF 12,000,000 in nominal value
4.c Approve to replace Article 3B of the Articles Management No
of Incorporation of the Company by the Action
following New Article 3B as specified
5. Elect Mr. Thomas Rufer as a New Director to Management No
replace Prof. John Marthinsen and to re-elect Action
Messrs. Andre Hoffmann and Dr. Juerg Witmer,
all for a term of 3 years in accordance with
the Articles of Incorporation, elections are
individual
6. Elect Deloitte AG as the Statutory Auditors Management No
for the FY 2009 Action
WILLIAM DEMANT HOLDING
SECURITY K9898W129 MEETING TYPE Annual General Meeting
TICKER SYMBOL WILLF.PK MEETING DATE 26-Mar-2009
ISIN DK0010268440 AGENDA 701839803 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting
BENEFICIAL OWNER SIGNED POWER OF AT-TORNEY
(POA) IS REQUIRED IN ORDER TO LODGE AND
EXECUTE YOUR VOTING INSTRUCTION-S IN THIS
MARKET. ABSENCE OF A POA, MAY CAUSE YOUR
INSTRUCTIONS TO BE REJECTED-. IF YOU HAVE ANY
QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE
1. Receive the report of the Directors' on the Management For For
Company's activities during the past FY
2. Receive and adopt the audited annual report, Management For For
including the consolidated financial statements
3. Approve to transfer the profit of DKK 970 Management For For
million to the Company's reserves to the
effect that no dividend will be paid
4. Re-elect Mr. Lars Norby Johansen, Mr. Peter Management For For
Foss and Mr. Niels B. Christiansen as the
Directors; and elect Mr. Thomas Hofman- Bang
as a new Director
5. Re-elect Deloitte Statsautoriseret Management For For
Revisionsaktieselskab as the Auditor
6.a Amend the Articles of Association allowing the Management For For
Company to communicate electronically with its
shareholders; and approve that the requirement
to give notice of general meetings in
nationwide daily papers be removed; the
amendments will imply that Article 7.4 of the
Articles of Association will be amended and
that a new Article 15 on electronic
communication will be inserted
6.b Approve that Article 9.5 of the Articles of Management For For
Association relating to proxies at general
meetings be clarified to reflect the Danish
Public Companies Act
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 38
The Gabelli Asset Fund
6.c Authorize the Board of Directors, until the Management For For
next AGM, to arrange for the Company to
purchase own shares of a nominal value of up
to 10% of the share capital; the purchase
price for the shares shall not differ by more
than 10% from the price quoted on Nasdaq OMX
Copenhagen A/S at the time of the acquisition
6.d Authorize the Chairman of the General Meeting Management For For
to make such additions, alterations or
amendments to or in the resolutions passed by
the general meeting and the application for
registration thereof to the Danish Commerce
and Companies Agency [Erhvervs- Og
Selskabsstyrelsen] as the Agency may require
for registration
7. Any other business Non-Voting
PLEASE NOTE THAT THIS IS A REVISION DUE TO Non-Voting
RECEIPT OF ADDITIONAL TEXT IN RESOL-UTION 6A.
IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE
DO NOT RETURN THIS PR-OXY FORM UNLESS YOU
DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU.
PORTUGAL TELECOM SGPS SA, LISBOA
SECURITY X6769Q104 MEETING TYPE Annual General Meeting
TICKER SYMBOL PT MEETING DATE 27-Mar-2009
ISIN PTPTC0AM0009 AGENDA 701848559 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
PLEASE NOTE THAT THIS IS AN AMENDMENT TO Non-Voting
MEETING ID 540350 DUE TO CHANGE IN VO-TING
STATUS. ALL VOTES RECEIVED ON THE PREVIOUS
MEETING WILL BE DISREGARDED AN-D YOU WILL NEED
TO REINSTRUCT ON THIS MEETING NOTICE. THANK
YOU.
1. Receive the Management report, balance sheet Management No
and accounts for the year 2008 Action
2. Receive the consolidated Management report, Management No
balance sheet and accounts for the year 2008 Action
3. Approve the application of profits and Management No
distribution of reserves Action
4. Approve the general appraisal of the Company's Management No
Management and Supervision Action
5. PLEASE NOTE THAT THIS IS A SHAREHOLDERS Shareholder No
PROPOSAL: amend the number 1 of Article 18 of Action
the Company's Articles of Association
6. Elect the Members of the corporate bodies and Management No
of the compensation committee for the Action
2009-2011 term of office
7. Elect the Chartered Accountant, effective and Management No
alternate, for the 2009-2011 term of office Action
8. Amend the number 4 of Article 13 of the Management No
Company's Article of Association Action
9. Approve the acquisition and disposal of own Management No
shares Action
10. Approve, pursuant to number 4 of Article 8 of Management No
the Article of Association, on the parameters Action
applicable in the event of any issuance of
bonds convertible into shares that may be
resolved upon by the Board of Directors
11. Approve the suppression of the pre-emptive Management No
right of shareholders in the subscription of Action
any issuance of convertible bonds as referred
to under Item 9 hereof as may be resolved upon
by the Board of Directors
12. Approve to resolve the issuance of bonds and Management No
other securities, of whatever nature, by the Action
Board of Directors, and notably on the fixing
of the value of such securities in accordance
with number 3 of Article 8 and Paragraph e) of
number 1 of Article 15 of the Articles of
Association
13. Approve to resolve on the acquisition and Management No
disposal of own bonds and other own securities Action
SVENSKA CELLULOSA AKTIEBOLAGET SCA
SECURITY W90152120 MEETING TYPE Annual General Meeting
TICKER SYMBOL SVCBF.PK MEETING DATE 02-Apr-2009
ISIN SE0000112724 AGENDA 701826084 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
PLEASE NOTE THAT ABSTAIN IS NOT A VALID VOTE Non-Voting
OPTION IN SWEDEN. THANK YOU.
MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL Non-Voting
OWNER INFORMATION FOR ALL VOTED-ACCOUNTS. IF
AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU
WILL NEED TO PROVI-DE THE BREAKDOWN OF EACH
BENEFICIAL OWNER NAME, ADDRESS AND SHARE
POSITION TO-YOUR CLIENT SERVICE
REPRESENTATIVE. THIS INFORMATION IS REQUIRED
IN ORDER FOR-YOUR VOTE TO BE LODGED
IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting
BENEFICIAL OWNER SIGNED POWER OF AT-TORNEY
(POA) IS REQUIRED IN ORDER TO LODGE AND
EXECUTE YOUR VOTING INSTRUCTION-S IN THIS
MARKET. ABSENCE OF A POA, MAY CAUSE YOUR
INSTRUCTIONS TO BE REJECTED-. IF YOU HAVE ANY
QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE
1. Opening of the meeting and elect Mr. Sven Management For For
Urger, attorney at law, as the Chairman of the
meeting
2. Approve the voting list Management For For
3. Elect 2 persons to check the minutes Management For For
4. Approve to determine whether the meeting has Management For For
been duly convened
5. Approve the agenda Management For For
6. Approve the annual report and the Auditor's Management For For
report and the consolidated financial
statements and the Auditor's report on the
consolidated financial statements
7. Approve the speeches by the Chairman of the Management For For
Board of Directors and the President
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 39
The Gabelli Asset Fund
8.A Adopt the income statement and balance sheet Management For For
and of the consolidated income statement and
the consolidated balance sheet
8.B Approve the dividend of SEK 3.50 per share and Management For For
that the record date for the dividend, 07 APR
2009, payment through Euro clear Sweden AB is
estimated to be made on 14 APR 2009
8.C Grant discharge from personal liability of the Management For For
Directors and the President
9. Approve the number of Directors shall be 8 Management For For
with no Deputy Directors
10. Approve the total of remuneration to the Board Management For For
of Directors shall amount to SEK 4,600,000
[unchanged], provided that the Board's
Committees consist of the same number of
members as last year, each Director elected by
the meeting and who is not employed by the
Company is to receive SEK 450,000, the
Chairman of the Board of Directors is to
receive SEK 1,350,000 Members of the
remuneration committee are to receive
additional remuneration of SEK 75,000 and
Members of the audit committee are to receive
additional remuneration of SEK 100,000, the
Chairman of the audit committee is to receive
additional remuneration of SEK 125,000,
remuneration to the auditor is to be paid
according to the approved invoice
11. Re-elect Messrs. Rolf Borjesson, Soren Gyll, Management For For
Tom Hedelius, Leif Johansson, Sverker
Martin-Lof, Anders Nyren, Barbara Milian
Thoralfsson and Jan Johansson, whereby Sverker
Martin-Lof as Chairman of the Board of
Directors
12. Approve the resolution on the nomination Management For For
committee for the AGM 2010
13. Approve the resolution on guidelines for Management For For
remuneration of the Senior Management
14. Close of the meeting Management For For
ORTHOFIX INTERNATIONAL N.V.
SECURITY N6748L102 MEETING TYPE Contested-Special
TICKER SYMBOL OFIX MEETING DATE 02-Apr-2009
ISIN ANN6748L1027 AGENDA 933004789 - Opposition
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1A TO REMOVE WITHOUT CAUSE OF THE CURRENT BOARD Management Abstain *
OF DIRECTOR: JAMES F. GERO
1B TO REMOVE WITHOUT CAUSE OF THE CURRENT BOARD Management Abstain *
OF DIRECTOR: PETER J. HEWETT
1C TO REMOVE WITHOUT CAUSE OF THE CURRENT BOARD Management For *
OF DIRECTOR: THOMAS J. KESTER
1D TO REMOVE WITHOUT CAUSE OF THE CURRENT BOARD Management For *
OF DIRECTOR: WALTER P. VON WARTBURG
2 THE RAMIUS GROUP'S PROPOSAL TO REMOVE, WITHOUT Management For *
CAUSE, ANY DIRECTORS APPOINTED BY THE BOARD
WITHOUT SHAREHOLDER APPROVAL BETWEEN DECEMBER
10, 2008 AND UP THROUGH AND INCLUDING THE DATE
OF THE SPECIAL MEETING
3A TO ELECT: J. MICHAEL EGAN Management Abstain *
3B TO ELECT: PETER A. FELD Management For *
3C TO ELECT: STEVEN J. LEE Management Abstain *
3D TO ELECT: CHARLES T. ORSATTI Management For *
* MANAGEMENT POSITION UNKNOWN
TELECOM ITALIA MEDIA SPA, ROMA
SECURITY T92765121 MEETING TYPE MIX
TICKER SYMBOL TIT.MI MEETING DATE 03-Apr-2009
ISIN IT0001389920 AGENDA 701831833 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting
REACH QUORUM, THERE WILL BE A SE-COND CALL ON
06 APR 2009. CONSEQUENTLY, YOUR VOTING
INSTRUCTIONS WILL REMAIN V-ALID FOR ALL CALLS
UNLESS THE AGENDA IS AMENDED. PLEASE BE ALSO
ADVISED THAT Y-OUR SHARES WILL BE BLOCKED
UNTIL THE QUORUM IS MET OR THE MEETING IS
CANCELLED-. THANK YOU.
O.1 Receive the examination of the balance sheet Management No
as of 31 DEC 2008, Board of Directors Action
reporting on Management and Board of Auditors
reporting; relating and consequential
resolutions
O.2 Appoint the Directors; related and Management No
consequential resolution Action
O.3 Approve the consequential determinations after Management No
the suspension of a Statutory Auditor Action
E.1 Amend the Article 5 [Corporate capital] of Management No
Corporate By laws; related and consequential Action
resolutions
NOBEL BIOCARE
SECURITY H5783Q130 MEETING TYPE Annual General Meeting
TICKER SYMBOL NBHGF.PK MEETING DATE 06-Apr-2009
ISIN CH0037851646 AGENDA 701848016 - Management
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 40
The Gabelli Asset Fund
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting
IN THIS MARKET. PLEASE CONTACT YO-UR CLIENT
SERVICE REPRESENTATIVE TO OBTAIN BLOCKING
INFORMATION FOR YOUR ACCOU-NTS.
PLEASE NOTE THAT THE NOTICE FOR THIS MEETING Non-Voting
WAS RECEIVED AFTER THE REGISTRATI-ON DEADLINE.
IF YOUR SHARES WERE REGISTERED PRIOR TO THE
DEADLINE OF [BOOK CLO-SING/REGISTRATION
DEADLINE DATE], YOUR VOTING INSTRUCTIONS WILL
BE ACCEPTED FO-R THIS MEETING. HOWEVER, VOTING
INSTRUCTIONS FOR SHARES THAT WERE NOT
REGISTER-ED PRIOR TO THE REGISTRATION DEADLINE
WILL NOT BE ACCEPTED.
PLEASE NOTE THAT THIS IS AN AMENDMENT TO Non-Voting
MEETING ID 543481 DUE ADDITION OF
RES-OLUTIONS. ALL VOTES RECEIVED ON THE
PREVIOUS MEETING WILL BE DISREGARDED AND Y-OU
WILL NEED TO REINSTRUCT ON THIS MEETING
NOTICE. THANK YOU.
1. Approve to propose the Board of Directors, Management No
annual report and consolidated financial Action
statements for 2008
2. Approve the statutory financial statements of Management No
Nobel Biocare Holding Ltd for 2008 Action
3. Approve the appropriate available Management No
earnings/dividends for 2008 as specified Action
4. Grant discharge to the Members of the Board of Management No
Directors for their services in the business Action
year 2008
5.1 Re-elect Mr. Stig Eriksson by way of separate Management No
election for a 1 year term of office until the Action
next AGM
5.2 Re-elect Mr. Antoine Firmenich by way of Management No
separate election for a 1 year term of office Action
until the next AGM
5.3 Re-elect Mr. Edgar Fluri by way of separate Management No
election for a 1 year term of office until the Action
next AGM
5.4 Re-elect Mr. Robert lilja by way of separate Management No
election for a 1 year term of office until the Action
next AGM
5.5 Re-elect Mrs. Jane Royston by way of separate Management No
election for a 1 year term of office until the Action
next AGM
5.6 Re-elect Mr. Rolf Soiron by way of separate Management No
election for a 1 year term of office until the Action
next AGM
5.7 Re-elect Mr. Rolf Watter by way of separate Management No
election for a 1 year term of office until the Action
next AGM
5.8 Re-elect Mr. Ernst Zaengerle by way of Management No
separate election for a 1 year term of office Action
until the next AGM
6. Re-elect KPMG AG Zurich as Auditor of the Management No
business year 2009 Action
7. Authorize the Board of Directors to issue a Management No
total maximum of 25,000,000 new shares of Action
follows; authorized share capital, so that the
Board of Directors is authorized to increase
the share capital until 06 APR 2011 by an
amount up to CHF 10,000,000 by issuing up to
25,000,000 fully paid-up registered shares
with a nominal value of CHF 0.40 each and;
conditional share capital in the amount of up
to CHF 10,000,000 by issuing up to 25,000,000
fully paid-up registered shares with a nominal
value of CHF 0.40 all according to the
conditions of the proposed new Articles 3b and
3c of the Articles of Incorporation as
specified
8. Approve the cancellation of 532,000 shares Management No
with a par value of CHF 0.40 each acquired in Action
2008 with in the scope of the repurchase
program according to the resolution of the
Annual General Meeting of 27 MAR 2008, and the
corresponding reduction of the share capital
from CHF 49,726,612 by CHF 212,800 to CHF
49,513,812 using the amount resulting from the
reduction to dissolve the corresponding
reserve for treasury shares; to declare, as a
result of the audit report prepared in
accordance with article 732 paragraph 2 of the
swiss code of obligations that the claims by
the creditors are fully covered
notwithstanding the above reduction of the
share capital; and; to amend article 3
paragraph 1 of the articles of incorporation
as follows
TELECOM ITALIA SPA, MILANO
SECURITY T92778108 MEETING TYPE MIX
TICKER SYMBOL TIT.MI MEETING DATE 06-Apr-2009
ISIN IT0003497168 AGENDA 701860288 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting
REACH QUORUM, THERE WILL BE A SE-COND CALL ON
07 APR 2009 AT 12.00 PM (AND A THIRD CALL ON
08 APR 2009 AT 11.00-AM). CONSEQUENTLY, YOUR
VOTING INSTRUCTIONS WILL REMAIN VALID FOR ALL
CALLS UN- LESS THE AGENDA IS AMENDED. PLEASE
BE ALSO ADVISED THAT YOUR SHARES WILL BE
BL-OCKED UNTIL THE QUORUM IS MET OR THE
MEETING IS CANCELLED. THANK YOU.
O.1 Approve the financial statements at 31 DEC Management No
2008, any adjournment thereof. Action
O.2 Appoint the Director Management No
Action
PLEASE NOTE THAT ALTHOUGH THERE ARE THREE Non-Voting
CANDIDATES TO BE ELECTED AS AUDITORS-, THERE
IS ONLY ONE VACANCY AVAILABLE TO BE FILLED AT
THE MEETING. THE STANDIN-G INSTRUCTIONS FOR
THIS MEETING WILL BE DISABLED AND, IF YOU
CHOOSE, YOU ARE R-EQUIRED TO VOTE FOR ONLY ONE
OF THE THREE AUDITORS. THANK YOU.
O.3.1 Slate of candidates for the appointment as Management No
Auditors and Alternates presented by Telco Action
S.p.A. To view the complete list please visit
the below URL:
http://www.telecomitalia.it/TIPortale/docs/investor/TELCO_1_1803
09.pdf
O.3.2 Slate of candidates for the appointment as Shareholder No
Auditors and Alternates presented by Findim Action
Group S.A. To view the complete list please
visit the below URL:
http://www.telecomitalia.it/TIPortale/docs/investor/FINDIM_GROU
P_180309.pdf
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 41
The Gabelli Asset Fund
O.3.3 Slate of candidates for the appointment as Shareholder No
Auditors and Alternates jointly presented by Action
Aletti Gestielle S.G.R. S.p.A., Arca S.G.R.
S.p.A., Bipiemme Gestioni S.G.R. S.p.A., BNP
Paribas Asset Management S.G.R. S.p.A.,
Fideuram Gestions S.A., Fideuram Investimenti
S.G.R. S.p.A., Interfund Sicav, Monte Paschi
Asset Management S.G.R. S.p.A., Pioneer Asset
Management S.A., Pioneer Investment Management
S.G.R.p.A., Stichting Pensioenfonds ABP, UBI
Pramerica S.G.R. S.p.A. To view the complete
list please visit the below URL:
http://www.telecomitalia.it/TIPortale/docs/investor/DEPOSITO_LIS
TA_230309.pdf
E.1 Approve the share capital and to issue Management No
convertible bonds, amendment of Article No. 5 Action
of corporate by Laws, any adjournment thereof.
HELLENIC TELECOMMUNICATIONS ORGANIZATIONS OTE
SECURITY X3258B102 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL OTE.F MEETING DATE 07-Apr-2009
ISIN GRS260333000 AGENDA 701848410 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1. Amend the Articles of Incorporation as in Management No
force, by: (a) rephrasing of Articles 8 [Board Action
of Directors], 9 [Election, Composition and
Term of the Board of Directors], 10
[Incorporation and Operation of the Board of
Directors] and 12 [Managing Director], by
amending or completing the provisions in order
to resolve specific interpretive issues and to
achieve a better wording, (b) Amend Article 13
[Representation of the Company], deleting the
provision regarding the oath, since the oath
as a means of evidence, has been abolished,
(c) Amend the Articles 16 [Convocation of the
General Assembly of Shareholders] 17
[Notification - Daily Agenda of the General
Assembly of the Shareholders of the Company]
18 [submission of documents for participation
in the general assembly] 21 [Extraordinary
Quorum and majority], 22 [Chairman - Secretary
of the general assembly of the shareholders of
the Company] 23 [minutes of the General
Assembly of the shareholders of the Company],
24 [Exoneration of the Members of the Board of
Directors and of the Auditors], 25 [Rights of
Minority Shareholders] 31 [Grounds of
Dissolution of the Company] and 32
[Liquidation] with deletion of the provisions
that reproduce the Law, since the provisions
of Company's Law 2190/1920 are applied and it
is not mandatory to explicitly repeat them in
the Articles of Incorporation, addition of
provisions that introduce permissible
deviation from the provisions of the Law and
should expressly and specifically be described
in the Articles of Incorporation and phrasal
completions or corrections, (d) Deletion of
the Article 19 [register of the shareholders
having the right to vote], constituting
repetition of the Article 27 Paragraph 2 of
Company's Law 2190/1920, (e) Re-numbering of
the Articles 20 to 33, rendered necessary due
to the proposed deletion of the Article 19
2. Appoint the Members of the Audit Committee, Management No
pursuant to the Article 37 of Law 3693/2008 Action
3. Approve the acquisition of own shares by OTE Management No
S.A., pursuant to Article 16 of Company's Law Action
2190/1920
4. Approve the announcement of replacement of the Management No
resigned Members of the Board of Directors Action
HELLENIC TELECOMMUNICATIONS ORGANIZATIONS OTE
SECURITY X3258B102 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL OTE.F MEETING DATE 07-Apr-2009
ISIN GRS260333000 AGENDA 701848410 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1. Amend the Articles of Incorporation as in Management No
force, by: (a) rephrasing of Articles 8 [Board Action
of Directors], 9 [Election, Composition and
Term of the Board of Directors], 10
[Incorporation and Operation of the Board of
Directors] and 12 [Managing Director], by
amending or completing the provisions in order
to resolve specific interpretive issues and to
achieve a better wording, (b) Amend Article 13
[Representation of the Company], deleting the
provision regarding the oath, since the oath
as a means of evidence, has been abolished,
(c) Amend the Articles 16 [Convocation of the
General Assembly of Shareholders] 17
[Notification - Daily Agenda of the General
Assembly of the Shareholders of the Company]
18 [submission of documents for participation
in the general assembly] 21 [Extraordinary
Quorum and majority], 22 [Chairman - Secretary
of the general assembly of the shareholders of
the Company] 23 [minutes of the General
Assembly of the shareholders of the Company],
24 [Exoneration of the Members of the Board of
Directors and of the Auditors], 25 [Rights of
Minority Shareholders] 31 [Grounds of
Dissolution of the Company] and 32
[Liquidation] with deletion of the provisions
that reproduce the Law, since the provisions
of Company's Law 2190/1920 are applied and it
is not mandatory to explicitly repeat them in
the Articles of Incorporation, addition of
provisions that introduce permissible
deviation from the provisions of the Law and
should expressly and specifically be described
in the Articles of Incorporation and phrasal
completions or corrections, (d) Deletion of
the Article 19 [register of the shareholders
having the right to vote], constituting
repetition of the Article 27 Paragraph 2 of
Company's Law 2190/1920, (e) Re-numbering of
the Articles 20 to 33, rendered necessary due
to the proposed deletion of the Article 19
2. Appoint the Members of the Audit Committee, Management No
pursuant to the Article 37 of Law 3693/2008 Action
3. Approve the acquisition of own shares by OTE Management No
S.A., pursuant to Article 16 of Company's Law Action
2190/1920
4. Approve the announcement of replacement of the Management No
resigned Members of the Board of Directors Action
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 42
The Gabelli Asset Fund
IDEX CORPORATION
SECURITY 45167R104 MEETING TYPE Annual
TICKER SYMBOL IEX MEETING DATE 07-Apr-2009
ISIN US45167R1041 AGENDA 933010085 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 WILLIAM M. COOK For For
2 FRANK S. HERMANCE For For
3 MICHAEL T. TOKARZ For For
02 TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE Management For For
LLP AS AUDITORS OF THE COMPANY FOR 2009.
HELLENIC TELECOMMUNICATIONS ORG. S.A.
SECURITY 423325307 MEETING TYPE Special
TICKER SYMBOL OTE MEETING DATE 07-Apr-2009
ISIN US4233253073 AGENDA 933030695 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 AMENDMENT OF THE ARTICLES OF INCORPORATION AS Management For
IN FORCE, BY: (A) REPHRASING OF ARTICLES 8, 9,
10 AND 12; (B) AMENDMENT OF ARTICLE 13; (C)
AMENDMENT OF THE ARTICLES 16, 17, 18, 21, 22,
23, 24, 25, 31, 32; (D) DELETION OF ARTICLE
19; (E) RE-NUMBERING OF ARTICLES 20 TO 33.
02 APPOINTMENT OF MEMBERS OF THE AUDIT COMMITTEE, Management For
PURSUANT TO ARTICLE 37 OF LAW 3693/2008.
03 APPROVAL OF ACQUISITION OF OWN SHARES BY OTE Management For
S.A., PURSUANT TO ARTICLE 16 OF C.L. 2190/1920.
SEAT PAGINE GIALLE SPA
SECURITY T8380H120 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL PG.MI MEETING DATE 08-Apr-2009
ISIN IT0004458094 AGENDA 701840301 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting
PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting
REACH QUORUM, THERE WILL BE A SE-COND CALL ON
09 APR 2009 AT 11.00AM. CONSEQUENTLY, YOUR
VOTING INSTRUCTIONS WI-LL REMAIN VALID FOR ALL
CALLS UNLESS THE AGENDA IS AMENDED. PLEASE BE
ALSO ADV- ISED THAT YOUR SHARES WILL BE
BLOCKED UNTIL THE QUORUM IS MET OR THE MEETING
I-S CANCELLED. THANK YOU.
1. Approve the financial statement of Seat Pagine Management No
Gialle SPA YE 31 DEC 2008, Board of Directors Action
reporting on the Management related and
consequential resolutions
2. Appoint the Board of Directors and of its Management No
Chairman upon determination of the number, the Action
terms of the office and resolutions Ex Article
21 of the Company's Bylaws [Directors
emoluments and refunds], related and
consequential resolutions
3. Appoint the Board of Auditors and its Management No
Chairman, related emoluments related and Action
consequential resolutions
T. ROWE PRICE GROUP, INC.
SECURITY 74144T108 MEETING TYPE Annual
TICKER SYMBOL TROW MEETING DATE 08-Apr-2009
ISIN US74144T1088 AGENDA 933001961 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1A ELECTION OF DIRECTOR: EDWARD C. BERNARD Management For For
1B ELECTION OF DIRECTOR: JAMES T. BRADY Management For For
1C ELECTION OF DIRECTOR: J. ALFRED BROADDUS, JR. Management For For
1D ELECTION OF DIRECTOR: DONALD B. HEBB, JR. Management For For
1E ELECTION OF DIRECTOR: JAMES A.C. KENNEDY Management For For
1F ELECTION OF DIRECTOR: BRIAN C. ROGERS Management For For
1G ELECTION OF DIRECTOR: DR. ALFRED SOMMER Management For For
1H ELECTION OF DIRECTOR: DWIGHT S. TAYLOR Management For For
1I ELECTION OF DIRECTOR: ANNE MARIE WHITTEMORE Management For For
02 RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS Management For For
OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR 2009.
WADDELL & REED FINANCIAL, INC.
SECURITY 930059100 MEETING TYPE Annual
TICKER SYMBOL WDR MEETING DATE 08-Apr-2009
ISIN US9300591008 AGENDA 933005022 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 DENNIS E. LOGUE For For
2 RONALD C. REIMER For For
02 RATIFICATION OF THE SELECTION OF KPMG LLP AS Management For For
THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE FISCAL YEAR 2009.
03 STOCKHOLDER PROPOSAL TO REQUIRE AN ADVISORY Shareholder Against For
VOTE ON EXECUTIVE COMPENSATION.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 43
The Gabelli Asset Fund
PETROLEO BRASILEIRO S.A. - PETROBRAS
SECURITY 71654V408 MEETING TYPE Annual
TICKER SYMBOL PBR MEETING DATE 08-Apr-2009
ISIN US71654V4086 AGENDA 933032497 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
I MANAGEMENT REPORT, FINANCIAL STATEMENTS AND Management For For
AUDIT COMMITTEE'S OPINION FOR THE FISCAL YEAR
2008
II CAPITAL EXPENDITURE BUDGET FOR THE FISCAL YEAR Management For For
2009
III DISTRIBUTION OF RESULTS FOR THE FISCAL YEAR Management For For
2008
IV ELECTION OF MEMBERS OF THE BOARD OF DIRECTORS Management For For
V ELECTION OF CHAIRMAN OF THE BOARD OF DIRECTORS Management For For
VI ELECTION OF MEMBERS OF THE AUDIT BOARD AND Management For For
THEIR RESPECTIVE SUBSTITUTES
VII ESTABLISHMENT OF THE COMPENSATION OF Management For For
MANAGEMENT AND EFFECTIVE MEMBERS OF THE AUDIT
COMMITTEE, AS WELL AS THEIR PARTICIPATION IN
THE PROFITS PURSUANT TO ARTICLES 41 AND 56 OF
THE COMPANY'S BYLAWS
EARL SCHEIB, INC.
SECURITY 806398103 MEETING TYPE Special
TICKER SYMBOL ESHB MEETING DATE 09-Apr-2009
ISIN US8063981034 AGENDA 933015744 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 TO ADOPT AND APPROVE THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF FEBRUARY 18, 2009, BY AND
AMONG KELLY CAPITAL, LLC, ESKC, INC., A WHOLLY
OWNED SUBSIDIARY OF KELLY, AND EARL SCHEIB,
INC., AS THE AGREEMENT MAY BE AMENDED FROM
TIME TO TIME, AND THE TRANSACTIONS
CONTEMPLATED THEREIN, INCLUDING THE MERGER.
02 TO APPROVE THE ADJOURNMENT OF THE SPECIAL Management For For
MEETING TO A LATER DATE, IF NECESSARY, TO
SOLICIT ADDITIONAL PROXIES IF THERE ARE
INSUFFICIENT VOTES AT THE TIME OF THE MEETING
TO ADOPT AND APPROVE THE MERGER AGREEMENT AND
THE TRANSACTIONS CONTEMPLATED THEREIN,
INCLUDING THE MERGER.
BANK OF NEW YORK MELLON CORP.
SECURITY 064058100 MEETING TYPE Annual
TICKER SYMBOL BK MEETING DATE 14-Apr-2009
ISIN US0640581007 AGENDA 933014805 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 RUTH E. BRUCH For For
2 NICHOLAS M. DONOFRIO For For
3 GERALD L. HASSELL For For
4 EDMUND F. KELLY For For
5 ROBERT P. KELLY For For
6 RICHARD J. KOGAN For For
7 MICHAEL J. KOWALSKI For For
8 JOHN A. LUKE, JR. For For
9 ROBERT MEHRABIAN For For
10 MARK A. NORDENBERG For For
11 CATHERINE A. REIN For For
12 WILLIAM C. RICHARDSON For For
13 SAMUEL C. SCOTT III For For
14 JOHN P. SURMA For For
15 WESLEY W. VON SCHACK For For
02 PROPOSAL TO APPROVE THE ADVISORY (NON-BINDING) Management For For
RESOLUTION RELATING TO 2008 EXECUTIVE
COMPENSATION.
03 RATIFICATION OF APPOINTMENT OF KPMG LLP AS Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTANT.
04 STOCKHOLDER PROPOSAL WITH RESPECT TO Shareholder Against For
CUMULATIVE VOTING.
05 STOCKHOLDER PROPOSAL REQUESTING A 75% Shareholder Against For
RETENTION POLICY FOR SHARES ACQUIRED THROUGH
COMPENSATION PLANS.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 44
The Gabelli Asset Fund
GRUPO BIMBO SAB DE CV, MEXICO
SECURITY P4949B104 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL GRBMF.PK MEETING DATE 15-Apr-2009
ISIN MXP495211262 AGENDA 701859336 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
PLEASE NOTE THAT ONLY MEXICAN NATIONALS HAVE Non-Voting
VOTING RIGHTS AT THIS MEETING. IF-YOU ARE A
MEXICAN NATIONAL AND WOULD LIKE TO SUBMIT YOUR
VOTE ON THIS MEETING-PLEASE CONTACT YOUR
CLIENT SERVICE REPRESENTATIVE. THANK YOU
I. Discussion, approval or modification of the Non-Voting
report from Management that is ref-erred to in
the main part of Article 172 of the General
Mercantile Companies L-aw, including the
Audited financial statements of the Company,
consolidated wi-th those of its subsidiary
Companies, for the FYE 31 DEC 2008, after
reading o-f the following reports: from the
Chairperson of the Board of Directors,
from-the Chief Executive Officer, from the
Outside Auditor and from the Chairperson-s of
the audit and corporate practices Committees
of the Company
II. Presentation, discussion and, if relevant, Non-Voting
approval of the report that is refe-rred to in
Article 86, part xx, of the income tax law,
regarding compliance wi-th tax obligations by
the Company
III. Presentation, discussion and, if relevant, Non-Voting
approval of the allocation of resul-ts for the
FYE that ended on 31 DEC 2008
IV. Presentation, discussion and, if relevant, Non-Voting
approval of the payment of a cash d-ividend in
the amount of MXN 0.46 for each one of the
shares representative of-the share capital of
the Company of the Company that is in
circulation
V. Designation or, if relevant, ratification of Non-Voting
the appointments of the Members o-f the Board
of Directors and determination of their
compensation
VI. Designation or, if relevant, ratification of Non-Voting
the appointments of the Chairpers-ons and
Members of the Audit and corporate practices
Committees of the Company-, as well as the
determination of their compensation
VII. Presentation and, if relevant, approval of the Non-Voting
report regarding the purchase o-f the
Company's own shares, as well as the
determination of the maximum amount-of funds
that the Company will be able to allocate for
the purchase of own sh-ares, in accordance
with the terms of Article 56, part iv, of the
Securities M-arket Law
VIII. Designation of special delegates Non-Voting
KAMAN CORPORATION
SECURITY 483548103 MEETING TYPE Annual
TICKER SYMBOL KAMN MEETING DATE 15-Apr-2009
ISIN US4835481031 AGENDA 933002521 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1 DIRECTOR Management
1 E. REEVES CALLAWAY III For For
2 KAREN M. GARRISON For For
3 A. WILLIAM HIGGINS For For
2 TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE Management For For
COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE ENSUING YEAR.
H.B. FULLER COMPANY
SECURITY 359694106 MEETING TYPE Annual
TICKER SYMBOL FUL MEETING DATE 16-Apr-2009
ISIN US3596941068 AGENDA 933003650 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 JULIANA L. CHUGG For For
2 RICHARD L. MARCANTONIO For For
3 ALFREDO L. ROVIRA For For
02 TO RATIFY THE APPOINTMENT OF KPMG LLP AS H.B. Management For For
FULLER'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
NOVEMBER 28, 2009.
03 TO APPROVE THE H.B. FULLER COMPANY 2009 Management Against Against
DIRECTOR STOCK INCENTIVE PLAN.
TEXAS INSTRUMENTS INCORPORATED
SECURITY 882508104 MEETING TYPE Annual
TICKER SYMBOL TXN MEETING DATE 16-Apr-2009
ISIN US8825081040 AGENDA 933004246 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1A ELECTION OF DIRECTOR: J.R. ADAMS Management For For
1B ELECTION OF DIRECTOR: D.L. BOREN Management For For
1C ELECTION OF DIRECTOR: D.A. CARP Management For For
1D ELECTION OF DIRECTOR: C.S. COX Management For For
1E ELECTION OF DIRECTOR: D.R. GOODE Management For For
1F ELECTION OF DIRECTOR: S.P. MACMILLAN Management For For
1G ELECTION OF DIRECTOR: P.H. PATSLEY Management For For
1H ELECTION OF DIRECTOR: W.R. SANDERS Management For For
1I ELECTION OF DIRECTOR: R.J. SIMMONS Management For For
1J ELECTION OF DIRECTOR: R.K. TEMPLETON Management For For
1K ELECTION OF DIRECTOR: C.T. WHITMAN Management For For
02 BOARD PROPOSAL TO RATIFY THE APPOINTMENT OF Management For For
ERNST & YOUNG LLP AS THE INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2009.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 45
The Gabelli Asset Fund
03 BOARD PROPOSAL TO APPROVE A TEXAS INSTRUMENTS Management Against Against
2009 LONG-TERM INCENTIVE PLAN.
04 BOARD PROPOSAL TO APPROVE A TEXAS INSTRUMENTS Management Against Against
2009 DIRECTOR COMPENSATION PLAN.
05 STOCKHOLDER PROPOSAL REGARDING SEPARATION OF Shareholder Against For
ROLES OF CHAIRMAN AND CEO.
BP P.L.C.
SECURITY 055622104 MEETING TYPE Annual
TICKER SYMBOL BP MEETING DATE 16-Apr-2009
ISIN US0556221044 AGENDA 933008888 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 TO RECEIVE THE DIRECTORS' ANNUAL REPORT AND Management For For
ACCOUNTS
02 TO APPROVE THE DIRECTORS' REMUNERATION REPORT Management For For
03 DIRECTOR Management
1 MR A BURGMANS For For
2 MRS C B CARROLL For For
3 SIR WILLIAM CASTELL For For
4 MR I C CONN For For
5 MR G DAVID For For
6 MR E B DAVIS, JR For For
7 MR R DUDLEY For For
8 MR D J FLINT For For
9 DR B E GROTE For For
10 DR A B HAYWARD For For
11 MR A G INGLIS For For
12 DR D S JULIUS For For
13 SIR TOM MCKILLOP For For
14 SIR IAN PROSSER For For
15 MR P D SUTHERLAND For For
18 TO RE-APPOINT ERNST & YOUNG LLP AS AUDITORS Management For For
AND AUTHORIZE THE BOARD TO FIX THEIR
REMUNERATION
S19 SPECIAL RESOLUTION: TO GIVE LIMITED AUTHORITY Management For For
FOR THE PURCHASE OF ITS OWN SHARES BY THE
COMPANY
20 TO GIVE LIMITED AUTHORITY TO ALLOT SHARES UP Management For For
TO A SPECIFIED AMOUNT
S21 SPECIAL RESOLUTION: TO GIVE AUTHORITY TO ALLOT Management For For
A LIMITED NUMBER OF SHARES FOR CASH FREE OF
PRE- EMPTION RIGHTS
S22 SPECIAL RESOLUTION: TO AUTHORIZE THE CALLING Management For For
OF GENERAL MEETINGS (EXCLUDING ANNUAL GENERAL
MEETINGS) BY NOTICE OF AT LEAST 14 CLEAR DAYS
GENUINE PARTS COMPANY
SECURITY 372460105 MEETING TYPE Annual
TICKER SYMBOL GPC MEETING DATE 20-Apr-2009
ISIN US3724601055 AGENDA 933004981 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 DR. MARY B. BULLOCK For For
2 JEAN DOUVILLE For For
3 THOMAS C. GALLAGHER For For
4 GEORGE C. "JACK" GUYNN For For
5 JOHN D. JOHNS For For
6 MICHAEL M.E. JOHNS, MD For For
7 J. HICKS LANIER For For
8 WENDY B. NEEDHAM For For
9 JERRY W. NIX For For
10 LARRY L. PRINCE For For
11 GARY W. ROLLINS For For
02 RATIFICATION OF THE SELECTION OF ERNST & YOUNG Management For For
LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR
THE FISCAL YEAR ENDING DECEMBER 31, 2009.
CRANE CO.
SECURITY 224399105 MEETING TYPE Annual
TICKER SYMBOL CR MEETING DATE 20-Apr-2009
ISIN US2243991054 AGENDA 933005779 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1A ELECTION OF DIRECTOR: DONALD G. COOK Management For For
1B ELECTION OF DIRECTOR: ROBERT S. EVANS Management For For
1C ELECTION OF DIRECTOR: ERIC C. FAST Management For For
1D ELECTION OF DIRECTOR: DORSEY R. GARDNER Management For For
02 RATIFICATION OF SELECTION OF DELOITTE & TOUCHE Management For For
LLP AS INDEPENDENT AUDITORS FOR THE COMPANY
FOR 2009
03 APPROVAL OF THE 2009 STOCK INCENTIVE PLAN Management For For
04 APPROVAL OF THE 2009 NON-EMPLOYEE DIRECTOR Management For For
COMPENSATION PLAN
05 APPROVAL OF THE 2009 CORPORATE EVA INCENTIVE Management For For
COMPENSATION PLAN
06 APPROVAL OF SHAREHOLDER PROPOSAL CONCERNING Shareholder Against For
ADOPTION OF THE MACBRIDE PRINCIPLES
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 46
The Gabelli Asset Fund
ELI LILLY AND COMPANY
SECURITY 532457108 MEETING TYPE Annual
TICKER SYMBOL LLY MEETING DATE 20-Apr-2009
ISIN US5324571083 AGENDA 933007367 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 M.S. FELDSTEIN For For
2 J.E. FYRWALD For For
3 E.R. MARRAM For For
4 D.R. OBERHELMAN For For
02 RATIFICATION OF THE APPOINTMENT BY THE AUDIT Management For For
COMMITTEE OF THE BOARD OF THE DIRECTORS OF
ERNST & YOUNG LLP AS PRINCIPAL INDEPENDENT
AUDITOR FOR 2009
03 APPROVE AMENDMENTS TO THE ARTICLES OF Management For For
INCORPORATION TO PROVIDE FOR ANNUAL ELECTION
OF ALL DIRECTORS
04 REAPPROVE THE MATERIAL TERMS OF PERFORMANCE Management For For
GOALS FOR THE ELI LILLY AND COMPANY BONUS PLAN
05 PROPOSAL BY SHAREHOLDERS REQUESTING THAT THE Shareholder Against For
BOARD ELIMINATE ALL SUPERMAJORITY VOTING
PROVISIONS FROM THE COMPANY'S ARTICLES OF
INCORPORATION AND BYLAWS
06 PROPOSAL BY SHAREHOLDERS REQUESTING THAT THE Shareholder Against For
COMPANY AMEND ITS ARTICLES OF INCORPORATION TO
ALLOW SHAREHOLDERS TO AMEND THE COMPANY'S
BYLAWS BY MAJORITY VOTE
07 PROPOSAL BY SHAREHOLDERS REQUESTING THAT THE Shareholder Against For
BOARD OF DIRECTORS ADOPT A POLICY OF ASKING
SHAREHOLDERS TO RATIFY THE COMPENSATION OF
NAMED EXECUTIVE OFFICERS AT THE ANNUAL MEETING
OF SHAREHOLDERS
NEWALLIANCE BANCSHARES, INC.
SECURITY 650203102 MEETING TYPE Annual
TICKER SYMBOL NAL MEETING DATE 20-Apr-2009
ISIN US6502031023 AGENDA 933010287 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 ROBERT J. LYONS, JR. For For
2 ERIC A. MARZIALI For For
3 JULIA M. MCNAMARA For For
4 PEYTON R. PATTERSON For For
5 GERALD B. ROSENBERG For For
02 TO RATIFY THE APPOINTMENT OF THE FIRM OF Management For For
PRICEWATERHOUSECOOPERS, LLP AS INDEPENDENT
AUDITORS (PROPOSAL 2).
03 TO PROXIES ARE AUTHORIZED TO VOTE UPON ANY Management For For
OTHER BUSINESS THAT PROPERLY COMES BEFORE THE
ANNUAL MEETING OR ANY ADJOURNMENTS OF THE
MEETING, IN ACCORDANCE WITH THE DETERMINATION
OF A MAJORITY OF THE BOARD OF DIRECTORS.
HUTTIG BUILDING PRODUCTS, INC.
SECURITY 448451104 MEETING TYPE Annual
TICKER SYMBOL HBPI MEETING DATE 20-Apr-2009
ISIN US4484511047 AGENDA 933011405 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 DONALD L. GLASS For For
2 DELBERT H. TANNER For For
02 RATIFICATION OF APPOINTMENT OF KPMG LLP AS Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR 2009.
AMERICA MOVIL, S.A.B. DE C.V.
SECURITY 02364W105 MEETING TYPE Annual
TICKER SYMBOL AMX MEETING DATE 20-Apr-2009
ISIN US02364W1053 AGENDA 933052730 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
I APPOINTMENT OR, AS THE CASE MAY BE, REELECTION Management For
OF THE MEMBERS OF THE BOARD OF DIRECTORS OF
THE COMPANY THAT THE HOLDERS OF THE SERIES "L"
SHARES ARE ENTITLED TO APPOINT. ADOPTION OF
RESOLUTION THEREON.
II APPOINTMENT OF DELEGATES TO EXECUTE AND, IF Management For
APPLICABLE, FORMALIZE THE RESOLUTIONS ADOPTED
BY THE MEETING. ADOPTION OF RESOLUTIONS
THEREON.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 47
The Gabelli Asset Fund
INTERPUMP GROUP SPA, SANT'ILARIO (RE)
SECURITY T5513W107 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL IPGLF.PK MEETING DATE 21-Apr-2009
ISIN IT0001078911 AGENDA 701820323 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting
REACH QUORUM, THERE WILL BE A SE-COND CALL ON
22 APR 2009 AT 10:30 HRS. CONSEQUENTLY, YOUR
VOTING INSTRUCTIONS-WILL REMAIN VALID FOR ALL
CALLS UNLESS THE AGENDA IS AMENDED. PLEASE BE
ALSO A- DVISED THAT YOUR SHARES WILL BE
BLOCKED UNTIL THE QUORUM IS MET OR THE
MEETING-IS CANCELLED. THANK YOU.
1. Approve: financial statement at 31 DEC 2008; Management No
Board of Directors and the Auditors report; Action
consolidated financial statement at 31 DEC
2008; Board of Directors and Auditors report;
any adjournment thereof
2. Approve the emoluments of the Directors Management No
Action
3. Grant authority to the buy back Management No
Action
VISA INC.
SECURITY 92826C839 MEETING TYPE Annual
TICKER SYMBOL V MEETING DATE 21-Apr-2009
ISIN US92826C8394 AGENDA 933002456 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1A TO ELECT HANI AL-QADI AS CLASS I DIRECTOR TO Management For For
SERVE UNTIL THE COMPANY'S 2011 ANNUAL MEETING.
1B TO ELECT CHARLES T. DOYLE AS CLASS I DIRECTOR Management For For
TO SERVE UNTIL THE COMPANY'S 2011 ANNUAL
MEETING.
1C TO ELECT PETER HAWKINS AS CLASS I DIRECTOR TO Management For For
SERVE UNTIL THE COMPANY'S 2011 ANNUAL MEETING.
1D TO ELECT DAVID I. MCKAY AS CLASS I DIRECTOR TO Management For For
SERVE UNTIL THE COMPANY'S 2011 ANNUAL MEETING.
1E TO ELECT CHARLES W. SCHARF AS CLASS I DIRECTOR Management For For
TO SERVE UNTIL THE COMPANY'S 2011 ANNUAL
MEETING.
1F TO ELECT SEGISMUNDO SCHULIN-ZEUTHEN AS CLASS I Management For For
DIRECTOR TO SERVE UNTIL THE COMPANY'S 2011
ANNUAL MEETING.
2A TO ELECT THOMAS J. CAMPBELL AS CLASS II Management For For
DIRECTOR TO SERVE UNTIL THE COMPANY'S 2012
ANNUAL MEETING.
2B TO ELECT GARY P. COUGHLAN AS CLASS II DIRECTOR Management For For
TO SERVE UNTIL THE COMPANY'S 2012 ANNUAL
MEETING.
2C TO ELECT MARY B. CRANSTON AS CLASS II DIRECTOR Management For For
TO SERVE UNTIL THE COMPANY'S 2012 ANNUAL
MEETING.
2D TO ELECT FRANCISCO JAVIER FERNANDEZ-CARBAJAL Management For For
AS CLASS II DIRECTOR TO SERVE UNTIL THE
COMPANY'S 2012 ANNUAL MEETING.
2E TO ELECT SUZANNE NORA JOHNSON AS CLASS II Management For For
DIRECTOR TO SERVE UNTIL THE COMPANY'S 2012
ANNUAL MEETING.
2F TO ELECT JOSEPH W. SAUNDERS AS CLASS II Management For For
DIRECTOR TO SERVE UNTIL THE COMPANY'S 2012
ANNUAL MEETING.
03 TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE Management For For
COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR FISCAL YEAR 2009.
COCA-COLA ENTERPRISES INC.
SECURITY 191219104 MEETING TYPE Annual
TICKER SYMBOL CCE MEETING DATE 21-Apr-2009
ISIN US1912191046 AGENDA 933005692 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 CALVIN DARDEN For For
2 DONNA A. JAMES For For
3 THOMAS H. JOHNSON For For
02 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP Management For For
AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR 2009.
03 SHAREOWNER PROPOSAL TO REQUEST SHAREOWNER Shareholder Against For
APPROVAL OF CERTAIN SEVERANCE AGREEMENTS.
04 SHAREOWNER PROPOSAL REGARDING HEALTH CARE Shareholder Against For
REFORM.
INTERACTIVE BROKERS GROUP INC
SECURITY 45841N107 MEETING TYPE Annual
TICKER SYMBOL IBKR MEETING DATE 21-Apr-2009
ISIN US45841N1072 AGENDA 933008446 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1A ELECTION OF DIRECTOR: THOMAS PETERFFY Management For For
1B ELECTION OF DIRECTOR: EARL H. NEMSER Management For For
1C ELECTION OF DIRECTOR: PAUL J. BRODY Management For For
1D ELECTION OF DIRECTOR: MILAN GALIK Management For For
1E ELECTION OF DIRECTOR: LAWRENCE E. HARRIS Management For For
1F ELECTION OF DIRECTOR: HANS R. STOLL Management For For
1G ELECTION OF DIRECTOR: IVERS W. RILEY Management For For
02 RATIFICATION OF APPOINTMENT OF INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM OF DELOITTE
& TOUCHE LLP.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 48
The Gabelli Asset Fund
M&T BANK CORPORATION
SECURITY 55261F104 MEETING TYPE Annual
TICKER SYMBOL MTB MEETING DATE 21-Apr-2009
ISIN US55261F1049 AGENDA 933008686 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 BRENT D. BAIRD For For
2 ROBERT J. BENNETT For For
3 C. ANGELA BONTEMPO For For
4 ROBERT T. BRADY For For
5 MICHAEL D. BUCKLEY For For
6 T.J. CUNNINGHAM III For For
7 MARK J. CZARNECKI For For
8 COLM E. DOHERTY For For
9 PATRICK W.E. HODGSON For For
10 RICHARD G. KING For For
11 JORGE G. PEREIRA For For
12 MICHAEL P. PINTO For For
13 MELINDA R. RICH For For
14 ROBERT E. SADLER, JR. For For
15 EUGENE J. SHEEHY For For
16 HERBERT L. WASHINGTON For For
17 ROBERT G. WILMERS For For
02 TO APPROVE THE M&T BANK CORPORATION 2009 Management Against Against
EQUITY INCENTIVE COMPENSATION PLAN.
03 TO APPROVE THE COMPENSATION OF M&T BANK Management For For
CORPORATION'S NAMED EXECUTIVE OFFICERS.
04 TO RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM OF M&T BANK
CORPORATION FOR THE YEAR ENDING DECEMBER 31,
2009.
AMETEK INC NEW
SECURITY 031100100 MEETING TYPE Annual
TICKER SYMBOL AME MEETING DATE 21-Apr-2009
ISIN US0311001004 AGENDA 933012267 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 JAMES R. MALONE For For
2 ELIZABETH R. VARET For For
3 DENNIS K. WILLIAMS For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & Management For For
YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE YEAR 2009.
CITIGROUP INC.
SECURITY 172967101 MEETING TYPE Annual
TICKER SYMBOL C MEETING DATE 21-Apr-2009
ISIN US1729671016 AGENDA 933017495 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1A ELECTION OF DIRECTOR: C. MICHAEL ARMSTRONG Management For For
1B ELECTION OF DIRECTOR: ALAIN J.P. BELDA Management For For
1C ELECTION OF DIRECTOR: JOHN M. DEUTCH Management For For
1D ELECTION OF DIRECTOR: JERRY A. GRUNDHOFER Management For For
1E ELECTION OF DIRECTOR: ANDREW N. LIVERIS Management For For
1F ELECTION OF DIRECTOR: ANNE M. MULCAHY Management For For
1G ELECTION OF DIRECTOR: MICHAEL E. O'NEILL Management For For
1H ELECTION OF DIRECTOR: VIKRAM S. PANDIT Management For For
1I ELECTION OF DIRECTOR: RICHARD D. PARSONS Management For For
1J ELECTION OF DIRECTOR: LAWRENCE R. RICCIARDI Management For For
1K ELECTION OF DIRECTOR: JUDITH RODIN Management For For
1L ELECTION OF DIRECTOR: ROBERT L. RYAN Management For For
1M ELECTION OF DIRECTOR: ANTHONY M. SANTOMERO Management For For
1N ELECTION OF DIRECTOR: WILLIAM S. THOMPSON, JR. Management For For
02 PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP Management For For
AS CITI'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2009.
03 PROPOSAL TO APPROVE THE CITIGROUP 2009 STOCK Management Against Against
INCENTIVE PLAN.
04 PROPOSAL TO APPROVE CITI'S 2008 EXECUTIVE Management For For
COMPENSATION
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 49
The Gabelli Asset Fund
05 STOCKHOLDER PROPOSAL REQUESTING A REPORT ON Shareholder Against For
PRIOR GOVERNMENTAL SERVICE OF CERTAIN
INDIVIDUALS.
06 STOCKHOLDER PROPOSAL REQUESTING A REPORT ON Shareholder Against For
POLITICAL CONTRIBUTIONS.
07 STOCKHOLDER PROPOSAL REQUESTING A REPORT ON Shareholder Against For
PREDATORY CREDIT CARD PRACTICES.
08 STOCKHOLDER PROPOSAL REQUESTING THAT TWO Shareholder Against For
CANDIDATES BE NOMINATED FOR EACH BOARD
POSITION.
09 STOCKHOLDER PROPOSAL REQUESTING A REPORT ON Shareholder Against For
THE CARBON PRINCIPLES.
10 STOCKHOLDER PROPOSAL REQUESTING THAT EXECUTIVE Shareholder Against For
OFFICERS RETAIN 75% OF THE SHARES ACQUIRED
THROUGH COMPENSATION PLANS FOR TWO YEARS
FOLLOWING TERMINATION OF EMPLOYMENT.
11 STOCKHOLDER PROPOSAL REQUESTING ADDITIONAL Shareholder Against For
DISCLOSURE REGARDING CITI'S COMPENSATION
CONSULTANTS.
12 STOCKHOLDER PROPOSAL REQUESTING THAT Shareholder Against For
STOCKHOLDERS HOLDING 10% OR ABOVE HAVE THE
RIGHT TO CALL SPECIAL SHAREHOLDER MEETINGS.
13 STOCKHOLDER PROPOSAL REQUESTING CUMULATIVE Shareholder Against For
VOTING.
AMERIPRISE FINANCIAL, INC.
SECURITY 03076C106 MEETING TYPE Annual
TICKER SYMBOL AMP MEETING DATE 22-Apr-2009
ISIN US03076C1062 AGENDA 933003612 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1A ELECTION OF DIRECTOR: WARREN D. KNOWLTON Management For For
1B ELECTION OF DIRECTOR: JEFFREY NODDLE Management For For
1C ELECTION OF DIRECTOR: ROBERT F. SHARPE, JR. Management For For
02 PROPOSAL TO RATIFY THE AUDIT COMMITTEE'S Management For For
SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT
REGISTERED PUBLIC ACCOUNTANTS FOR 2009.
THE COCA-COLA COMPANY
SECURITY 191216100 MEETING TYPE Annual
TICKER SYMBOL KO MEETING DATE 22-Apr-2009
ISIN US1912161007 AGENDA 933005856 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 ELECTION OF DIRECTOR: HERBERT A. ALLEN Management For For
02 ELECTION OF DIRECTOR: RONALD W. ALLEN Management For For
03 ELECTION OF DIRECTOR: CATHLEEN P. BLACK Management For For
04 ELECTION OF DIRECTOR: BARRY DILLER Management For For
05 ELECTION OF DIRECTOR: ALEXIS M. HERMAN Management For For
06 ELECTION OF DIRECTOR: MUHTAR KENT Management For For
07 ELECTION OF DIRECTOR: DONALD R. KEOUGH Management For For
08 ELECTION OF DIRECTOR: MARIA ELENA LAGOMASINO Management For For
09 ELECTION OF DIRECTOR: DONALD F. MCHENRY Management For For
10 ELECTION OF DIRECTOR: SAM NUNN Management For For
11 ELECTION OF DIRECTOR: JAMES D. ROBINSON III Management For For
12 ELECTION OF DIRECTOR: PETER V. UEBERROTH Management For For
13 ELECTION OF DIRECTOR: JACOB WALLENBERG Management For For
14 ELECTION OF DIRECTOR: JAMES B. WILLIAMS Management For For
15 RATIFICATION OF THE APPOINTMENT OF ERNST & Management For For
YOUNG LLP AS INDEPENDENT AUDITORS
16 SHAREOWNER PROPOSAL REGARDING AN ADVISORY VOTE Shareholder Against For
ON EXECUTIVE COMPENSATION
17 SHAREOWNER PROPOSAL REGARDING AN INDEPENDENT Shareholder Against For
BOARD CHAIR
18 SHAREOWNER PROPOSAL REGARDING A BOARD Shareholder Against For
COMMITTEE ON HUMAN RIGHTS
19 SHAREOWNER PROPOSAL REGARDING RESTRICTED STOCK Shareholder Against For
NCR CORPORATION
SECURITY 62886E108 MEETING TYPE Annual
TICKER SYMBOL NCR MEETING DATE 22-Apr-2009
ISIN US62886E1082 AGENDA 933006389 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 WILLIAM NUTI* For For
2 GARY DAICHENDT* For For
3 ROBERT P. DERODES* For For
4 QUINCY ALLEN*** For For
5 RICHARD L. CLEMMER** For For
02 RATIFY THE APPOINTMENT OF INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2009.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 50
The Gabelli Asset Fund
TEXTRON INC.
SECURITY 883203101 MEETING TYPE Annual
TICKER SYMBOL TXT MEETING DATE 22-Apr-2009
ISIN US8832031012 AGENDA 933010237 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 ELECTION OF DIRECTOR: LEWIS B. CAMPBELL Management For For
02 ELECTION OF DIRECTOR: LAWRENCE K. FISH Management For For
03 ELECTION OF DIRECTOR: JOE T. FORD Management For For
04 RATIFICATION OF APPOINTMENT OF INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM.
GROUPE DANONE, PARIS
SECURITY F12033134 MEETING TYPE MIX
TICKER SYMBOL GPDNF.PK MEETING DATE 23-Apr-2009
ISIN FR0000120644 AGENDA 701837823 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
French Resident Shareowners must complete, Non-Voting
sign and forward the Proxy Card dir-ectly to
the sub custodian. Please contact your Client
Service Representative-to obtain the necessary
card, account details and directions. The
followin-g applies to Non- Resident
Shareowners: Proxy Cards: Voting instructions
will-be forwarded to the Global Custodians
that have become Registered Intermediar-ies,
on the Vote Deadline Date. In capacity as
Registered Intermediary, the Gl-obal Custodian
will sign the Proxy Card and forward to the
local custodian. If-you are unsure whether
your Global Custodian acts as Registered
Intermediary,-please contact your
representative
PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY Non-Voting
VALID VOTE OPTIONS ARE "FOR" AN-D "AGAINST" A
VOTE OF "ABSTAIN" WILL BE TREATED AS AN
"AGAINST" VOTE.
O.1 Approve the financial statements and statutory Management For For
reports
O.2 Approve the consolidated financial statements Management For For
and statutory reports
O.3 Approve the allocation of income and dividends Management For For
of EUR 1.20 per share
O.4 Approve the stock dividend program Management For For
O.5 Receive the Auditors' special report regarding Management For For
related-party transactions
O.6 Reelect Mr. Richard Goblet D'Alviella as a Management For For
Director
O.7 Re-elect Mr. Christian Laubie as a Director Management For For
O.8 Re-elect Mr. Jean Laurent as a Director Management For For
O.9 Re-elect Mr. Hakan Mogren as a Director Management For For
O.10 Re-elect Mr. Benoit Potier as a Director Management For For
O.11 Elect MR. Guylaine Saucier as a Director Management For For
O.12 Approve the remuneration of the Directors in Management For For
the aggregate amount of EUR 600,000
O.13 Grant authority for the repurchase of up to Management For For
10% of issued share capital
O.14 Approve the creation of the Danone Eco-Systeme Management For For
Fund
E.15 Approve to change the Company name to Danone Management For For
E.16 Amend the Article 7 of Bylaws regarding: Management For For
auhtorize the share capital increase
E.17 Amend the Articles 10 of Association Management For For
Regarding: shareholders identification
E.18 Amend the Article 18 of Bylaws regarding: Management For For
attendance to Board meetings through
videoconference and telecommunication
E.19 Amend the Article 22 of Bylaws regarding: Management For For
Record Date
E.20 Amend the Article 26 of Bylaws regarding: Management For For
electronic voting
E.21 Amend the Article 27 of Bylaws regarding: Management For For
authorize the Board for the issuance of bonds
E.22 Amend the Articles 27 and 28 of Association Management For For
regarding: quorum requirements for ordinary
and extraordinary general meetings
E.23 Grant authority for the issuance of equity or Management For For
equity-linked securities with preemptive
rights up to aggregate nominal amount of EUR
45 million
E.24 Grant authority for the issuance of equity or Management For For
equity-linked securities without preemptive
rights up to aggregate nominal amount of EUR
30 Million
E.25 Authorize the Board to increase capital in the Management For For
event of additional demand related to
delegations submitted to shareholder vote above
E.26 Grant authority for the capital increase of up Management For For
to EUR 25 million for future exchange offers
E.27 Grant authority for the capital increase of up Management For For
to 10 % of issued capital for future
acquisitions
E.28 Grant authority for the capitalization of Management For For
reserves of up to EUR 33 million for bonus
issue or increase in par value
E.29 Approve the Employee Stock Purchase Plan Management For For
E.30 Grant authority up to 6 million shares for use Management For For
in stock option plan
E.31 Grant authority up to 2 million shares for use Management For For
in restricted stock plan
E.32 Approve the reduction in share capital via Management For For
cancellation of repurchased shares
E.33 Grant authority for the filing of required Management For For
documents/other formalities
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 51
The Gabelli Asset Fund
VOLKSWAGEN A G
SECURITY D94523145 MEETING TYPE Annual General Meeting
TICKER SYMBOL VLKAY.PK MEETING DATE 23-Apr-2009
ISIN DE0007664005 AGENDA 701852863 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
PLEASE NOTE THAT VOTING INSTRUCTIONS INPUT Non-Voting
INTO PROXYEDGE WILL NOT BE PROCESSE-D, AND
WILL BE RECORDED FOR RECORD KEEPING PURPOSES
ONLY. IN ORDER FOR VOTING-RIGHTS TO BE
EXCERCISED AT THIS MEETING, THEY MUST BE
RECEIVED BY BROADRIDGE-IN WRITTEN FORM. IF YOU
WISH TO VOTE, PLEASE EMAIL SIMONE KORN
(SIMONE.KORN@B-ROADRIDGE.COM) AND FRANZISKA
FUNKE (FRANZISKA.FUNKE@BROADRIDGE.COM) TO
REQUEST-THE NECESSARY FORMS. WHEN REQUESTING
FORMS, PLEASE STATE YOUR PROXYEDGE
INSTI-TUTION ID TO MAKE SURE YOU RECEIVE THE
CORRECT DOCUMENTATION FOR YOUR ACCOUNTS-. IF
YOU ONLY WANT TO VOTE A SUBSET OF YOUR
ACCOUNTS, PLEASE LIST ALL ACCOUNTS-TO BE VOTED
IN ADDITION TO YOUR PROXYEDGE ID. PLEASE NOTE
DUE TO THESE SPECIA-L REQUIREMENTS ALL WRITTEN
FORMS MUST BE RETURNED BY 08.04.2009.
PLEASE NOTE THAT THE TRUE RECORD DATE FOR THIS Non-Voting
MEETING IS 02.04.2009, WHEREAS-THE MEETING HAS
BEEN SETUP USING THE ACTUAL RECORD DATE - 1
BUSINESS DAY. THIS-IS DONE TO ENSURE THAT ALL
POSITIONS REPORTED ARE IN CONCURRENCE WITH THE
GER-MAN LAW. THANK YOU
1. Presentation of the adopted annual financial Non-Voting
statements and the approved conso-lidated
financial statements, the Management report
and Group Management repor-t for the year
ended December 31, 2008, as well as the report
of the Superviso-ry Board for fiscal year
2008, and the explanatory report of the Board
of Mana-gement on the disclosures in
accordance with sections 289(4) and 315(4) of
the-Handelsgesetzbuch (HGB - German Commercial
Code).
2. Resolution on the appropriation of net profit Management For For
of Volkswagen AG
3. Resolution on formal approval of the actions Management For For
of the members of the Board of Management for
fiscal year 2008
4. Resolution on formal approval of the actions Management For For
of the members of the Supervisory Board for
fiscal year 2008
5. Election of a member of the Supervisory Board: Management For For
Dr. Philipp R sler
6. Resolution on the creation of authorized Management For For
capital and the corresponding amendment to the
Articles of Association
7. Resolution on the authorization to issue bonds Management For For
with warrants and/or convertible bonds, the
creation of contingent capital and the
corresponding amendment to the Articles of
Association
8. Resolution on the authorization to purchase Management For For
and utilize own shares
9. Resolution to amend the articles of Management For For
association to reflect proposed changes to the
Aktiengesetz (AktG-German Stock Corporation
Act) resulting from the Gesetz zur Umsetzung
der Aktion rsrechterichtlinie (ARUG-Act
Implementing the Shareholder Rights Directive)
10. Elections of the auditor for fiscal year 2009 Management For For
as well as of the Auditors to review the
condensed consolidated financial statements
and interim management report for the first
six months of 2009
COUNTER PROPOSALS HAVE BEEN RECEIVED FOR THIS Non-Voting
MEETING. A LINK TO THE COUNTER P-ROPOSAL
INFORMATION IS AVAILABLE IN THE MATERIAL URL
SECTION OF THE APPLICATIO-N. IF YOU WISH TO
ACT ON THESE ITEMS, YOU WILL NEED TO REQUEST A
MEETING ATTEN-D AND VOTE YOUR SHARES AT THE
COMPANYS MEETING.
NESTLE SA, CHAM UND VEVEY
SECURITY H57312649 MEETING TYPE Annual General Meeting
TICKER SYMBOL NSRGF.PK MEETING DATE 23-Apr-2009
ISIN CH0038863350 AGENDA 701860909 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting
IN THIS MARKET. PLEASE CONTACT YO-UR CLIENT
SERVICE REPRESENTATIVE TO OBTAIN BLOCKING
INFORMATION FOR YOUR ACCOU-NTS.
PLEASE NOTE THAT THIS IS THE PART II OF THE Non-Voting
MEETING NOTICE SENT UNDER MEETING-525807,
INCLUDING THE AGENDA. TO BE ELIGIBLE TO VOTE
AT THE UPCOMING MEETING,-YOUR SHARES MUST BE
RE-REGISTERED FOR THIS MEETING. IN ADDITION,
YOUR NAME MAY-BE PROVIDED TO THE COMPANY
REGISTRAR AS BENEFICIAL OWNER. PLEASE CONTACT
YOUR-GLOBAL CUSTODIAN OR YOUR CLIENT SERVICE
REPRESENTATIVE IF YOU HAVE ANY QUESTI-ONS OR
TO FIND OUT WHETHER YOUR SHARES HAVE BEEN
RE-REGISTERED FOR THIS MEETIN-G. THANK YOU.
1.1 Receive the 2008 annual report, financial Management No
statements of Nestle SA and consolidated Action
financial statements of the Nestle Group,
reports of the statutory Auditors
1.2 Receive the 2008 compensation report Management No
Action
2. Approve to release the Members of the Board of Management No
Directors and the Management Action
3. Approve the appropiration of profits resulting Management No
from the balance sheet of Nestle S.A. and Action
Dividends of CHF 1.40 per share
4.1.1 Re-elect Mr. Daniel Borel to the Board of Management No
Directors Action
4.1.2 Re-elect Mrs. Carolina Mueller Mohl to the Management No
Board of Directors Action
4.2 Elect KPMG S.A., Geneva branch as the Management No
Statutory Auditor for a term of 1 year Action
5. Approve to cancel 180,000,000 repurchased Management No
under the Share Buy-back Programme launched on Action
24 AUG 2007 and reduce the share capital by
CHF 18,000,000
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 52
The Gabelli Asset Fund
RANK GROUP PLC
SECURITY G7377H121 MEETING TYPE Annual General Meeting
TICKER SYMBOL RNK.L MEETING DATE 23-Apr-2009
ISIN GB00B1L5QH97 AGENDA 701868385 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1. Receive the financial statements and statutory Management For For
reports
2. Approve the remuneration report Management For For
3. Re-elect Mr. Ian Burke as a Director Management For For
4. Elect Mr. Paddy Gallagher as a Director Management For For
5. Elect Mr. Owen O'Donnell as a Director Management For For
6. Re-elect Mr. Bill Shannon as a Director Management For For
7. Reappoint PricewaterhouseCoopers LLP as the Management For For
Auditors of the Company
8. Authorize the Audit Committee to fix Management For For
remuneration of the Auditors
9. Grant authorize to issue of equity or Management For For
equity-linked securities with pre-emptive
rights up to aggregate nominal amount of GBP
18,800,000
10. Approve to passing of ordinary Resolution 9, Management For For
grant authority to issue of equity or
equity-linked securities without pre-emptive
rights up to aggregate nominal amount of GBP
2,700,000
11. Authorize 58,500,000 ordinary shares for Management For For
market purchase
12. Authorize the Company and Subsidiaries to make Management For For
EU Political donations to Political
Organization and/or independent election
candidates up to GBP 0.025M, to Political
Organization other than political parties up
to GBP 0.025M and Incur EU Political
expenditure up to GBP 0.05
HEINEKEN N V
SECURITY N39427211 MEETING TYPE Annual General Meeting
TICKER SYMBOL HINKY.PK MEETING DATE 23-Apr-2009
ISIN NL0000009165 AGENDA 701901781 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
PLEASE NOTE THAT THIS IS AN AMENDMENT TO Non-Voting
MEETING ID 540564 DUE TO DELETION
OF-RESOLUTIONS ALL VOTES RECEIVED ON THE
PREVIOUS MEETING WILL BE DISREGARDED AND-YOU
WILL NEED TO REINSTRUCT ON THIS MEETING
NOTICE. THANK YOU.
PLEASE NOTE THAT BLOCKING CONDITIONS FOR Non-Voting
VOTING AT THIS GENERAL MEETING ARE RE-LAXED AS
THERE IS A REGISTRATION DEADLINE / RECORD DATE
ASSOCIATED WITH THIS M-EETING. THANK YOU.
Opening Non-Voting
1.A Adopt the financial statements for the FY 2008 Management For For
1.B Approve the decision on the appropriation of Management For For
the balance of the income statement in
accordance with Article 12 paragraph 7 of the
Company's Articles of Association and the
distribution of retained earnings
1.C Grant discharge to the Members of the Management For For
Executive Board
1.D Grant discharge to the Members of the Management For For
Supervisory Board
2. Amend the Articles of Association Management For For
3.A Approve the extension and amendment of the Management For For
authorization of the Executive Board to
acquire own shares under which the maximum
number of shares that may be acquired will
remain limited to 10% of the issued share
capital of the Company
3.B Authorize the Executive Board to issue [rights Management For For
to] shares
3.C Authorize the Executive Board to restrict or Management For For
exclude shareholders' pre-emptive rights
5.A Re-appoint Mr. M. Das as a Member of the Management For For
Supervisory Board
5.B Re-appoint Mr. J. M. Hessels as a Member of Management For For
the Supervisory Board
5.C Appoint Mr. Ch. Navarre as a Member of the Management For For
Supervisory Board
Closing Non-Voting
PLEASE NOTE THAT THIS IS A REVISION DUE TO Non-Voting
CHANGE IN NUMBERING. IF YOU HAVE AL-READY SENT
IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY
FORM UNLESS YOU DECI-DE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
THE NEW YORK TIMES COMPANY
SECURITY 650111107 MEETING TYPE Annual
TICKER SYMBOL NYT MEETING DATE 23-Apr-2009
ISIN US6501111073 AGENDA 933004082 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 SCOTT GALLOWAY For For
2 WILLIAM E. KENNARD For For
3 JAMES A. KOHLBERG For For
4 DAVID E. LIDDLE For For
5 ELLEN R. MARRAM For For
02 RATIFICATION OF ERNST & YOUNG LLP AS AUDITORS Management For For
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 53
The Gabelli Asset Fund
MEDIA GENERAL, INC.
SECURITY 584404107 MEETING TYPE Annual
TICKER SYMBOL MEG MEETING DATE 23-Apr-2009
ISIN US5844041070 AGENDA 933006620 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 SCOTT D. ANTHONY Withheld Against
2 RODNEY A. SMOLLA Withheld Against
3 WALTER E. WILLIAMS Withheld Against
EDISON INTERNATIONAL
SECURITY 281020107 MEETING TYPE Annual
TICKER SYMBOL EIX MEETING DATE 23-Apr-2009
ISIN US2810201077 AGENDA 933007747 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 VANESSA C.L. CHANG For For
2 FRANCE A. CORDOVA For For
3 THEODORE F. CRAVER, JR. For For
4 CHARLES B. CURTIS For For
5 BRADFORD M. FREEMAN For For
6 LUIS G. NOGALES For For
7 RONALD L. OLSON For For
8 JAMES M. ROSSER For For
9 R.T. SCHLOSBERG III For For
10 THOMAS C. SUTTON For For
11 BRETT WHITE For For
02 RATIFICATION OF THE APPOINTMENT OF THE Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR 2009.
03 MANAGEMENT PROPOSAL TO APPROVE AN AMENDMENT TO Management Against Against
THE EDISON INTERNATIONAL 2007 PERFORMANCE
INCENTIVE PLAN.
04 SHAREHOLDER PROPOSAL REGARDING SHAREHOLDER SAY Shareholder Against For
ON EXECUTIVE PAY.
DIEBOLD, INCORPORATED
SECURITY 253651103 MEETING TYPE Annual
TICKER SYMBOL DBD MEETING DATE 23-Apr-2009
ISIN US2536511031 AGENDA 933007886 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 PHILLIP R. COX For For
2 RICHARD L. CRANDALL For For
3 GALE S. FITZGERALD For For
4 PHILLIP B. LASSITER For For
5 JOHN N. LAUER For For
6 ERIC J. ROORDA For For
7 THOMAS W. SWIDARSKI For For
8 HENRY D.G. WALLACE For For
9 ALAN J. WEBER For For
02 TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE Management For For
COMPANY'S INDEPENDENT AUDITORS FOR THE YEAR
2009.
03 TO APPROVE THE COMPANY'S AMENDED AND RESTATED Management Abstain Against
1991 EQUITY AND PERFORMANCE INCENTIVE PLAN.
JOHNSON & JOHNSON
SECURITY 478160104 MEETING TYPE Annual
TICKER SYMBOL JNJ MEETING DATE 23-Apr-2009
ISIN US4781601046 AGENDA 933008523 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1A ELECTION OF DIRECTOR: MARY SUE COLEMAN Management For For
1B ELECTION OF DIRECTOR: JAMES G. CULLEN Management For For
1C ELECTION OF DIRECTOR: MICHAEL M.E. JOHNS Management For For
1D ELECTION OF DIRECTOR: ARNOLD G. LANGBO Management For For
1E ELECTION OF DIRECTOR: SUSAN L. LINDQUIST Management For For
1F ELECTION OF DIRECTOR: LEO F. MULLIN Management For For
1G ELECTION OF DIRECTOR: WILLIAM D. PEREZ Management For For
1H ELECTION OF DIRECTOR: CHARLES PRINCE Management For For
1I ELECTION OF DIRECTOR: DAVID SATCHER Management For For
1J ELECTION OF DIRECTOR: WILLIAM C. WELDON Management For For
02 RATIFICATION OF APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
03 ADVISORY VOTE ON EXECUTIVE COMPENSATION Shareholder Against For
POLICIES AND DISCLOSURE
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 54
The Gabelli Asset Fund
PFIZER INC.
SECURITY 717081103 MEETING TYPE Annual
TICKER SYMBOL PFE MEETING DATE 23-Apr-2009
ISIN US7170811035 AGENDA 933011176 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1A ELECTION OF DIRECTOR: DENNIS A. AUSIELLO Management For For
1B ELECTION OF DIRECTOR: MICHAEL S. BROWN Management For For
1C ELECTION OF DIRECTOR: M. ANTHONY BURNS Management For For
1D ELECTION OF DIRECTOR: ROBERT N. BURT Management For For
1E ELECTION OF DIRECTOR: W. DON CORNWELL Management For For
1F ELECTION OF DIRECTOR: WILLIAM H. GRAY, III Management For For
1G ELECTION OF DIRECTOR: CONSTANCE J. HORNER Management For For
1H ELECTION OF DIRECTOR: JAMES M. KILTS Management For For
1I ELECTION OF DIRECTOR: JEFFREY B. KINDLER Management For For
1J ELECTION OF DIRECTOR: GEORGE A. LORCH Management For For
1K ELECTION OF DIRECTOR: DANA G. MEAD Management For For
1L ELECTION OF DIRECTOR: SUZANNE NORA JOHNSON Management For For
1M ELECTION OF DIRECTOR: STEPHEN W. SANGER Management For For
1N ELECTION OF DIRECTOR: WILLIAM C. STEERE, JR. Management For For
02 PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP Management For For
AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR 2009.
03 PROPOSAL TO APPROVE THE PFIZER INC. 2004 STOCK Management Against Against
PLAN, AS AMENDED AND RESTATED.
04 SHAREHOLDER PROPOSAL REGARDING STOCK OPTIONS. Shareholder Against For
05 SHAREHOLDER PROPOSAL REGARDING ADVISORY VOTE Shareholder Against For
ON EXECUTIVE COMPENSATION.
06 SHAREHOLDER PROPOSAL REGARDING CUMULATIVE Shareholder Against For
VOTING.
07 SHAREHOLDER PROPOSAL REGARDING SPECIAL Shareholder Against For
SHAREHOLDER MEETINGS.
WOLVERINE WORLD WIDE, INC.
SECURITY 978097103 MEETING TYPE Annual
TICKER SYMBOL WWW MEETING DATE 23-Apr-2009
ISIN US9780971035 AGENDA 933011277 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 ALBERTO L. GRIMOLDI For For
2 JOSEPH R. GROMEK For For
3 BRENDA J. LAUDERBACK For For
4 SHIRLEY D. PETERSON For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & Management For For
YOUNG LLP AS INDEPENDENT AUDITORS FOR THE
CURRENT FISCAL YEAR.
SENSIENT TECHNOLOGIES CORPORATION
SECURITY 81725T100 MEETING TYPE Annual
TICKER SYMBOL SXT MEETING DATE 23-Apr-2009
ISIN US81725T1007 AGENDA 933012471 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 HANK BROWN For For
2 FERGUS M. CLYDESDALE For For
3 JAMES A.D. CROFT For For
4 WILLIAM V. HICKEY For For
5 KENNETH P. MANNING For For
6 PETER M. SALMON For For
7 ELAINE R. WEDRAL For For
8 ESSIE WHITELAW For For
02 PROPOSAL TO AMEND AND APPROVE THE AMENDED AND Management For For
RESTATED SENSIENT TECHNOLOGIES CORPORATION
INCENTIVE COMPENSATION PLAN FOR ELECTED
CORPORATE OFFICERS.
03 PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & Management For For
YOUNG LLP, CERTIFIED PUBLIC ACCOUNTANTS, AS
THE INDEPENDENT AUDITORS OF THE COMPANY FOR
2009.
LOCKHEED MARTIN CORPORATION
SECURITY 539830109 MEETING TYPE Annual
TICKER SYMBOL LMT MEETING DATE 23-Apr-2009
ISIN US5398301094 AGENDA 933013942 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1A ELECTION OF DIRECTOR: E.C. "PETE" ALDRIDGE JR. Management For For
1B ELECTION OF DIRECTOR: NOLAN D. ARCHIBALD Management For For
1C ELECTION OF DIRECTOR: DAVID B. BURRITT Management For For
1D ELECTION OF DIRECTOR: JAMES O. ELLIS JR. Management For For
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 55
The Gabelli Asset Fund
1E ELECTION OF DIRECTOR: GWENDOLYN S. KING Management For For
1F ELECTION OF DIRECTOR: JAMES M. LOY Management For For
1G ELECTION OF DIRECTOR: DOUGLAS H. MCCORKINDALE Management For For
1H ELECTION OF DIRECTOR: JOSEPH W. RALSTON Management For For
1I ELECTION OF DIRECTOR: FRANK SAVAGE Management For For
1J ELECTION OF DIRECTOR: JAMES M. SCHNEIDER Management For For
1K ELECTION OF DIRECTOR: ANNE STEVENS Management For For
1L ELECTION OF DIRECTOR: ROBERT J. STEVENS Management For For
1M ELECTION OF DIRECTOR: JAMES R. UKROPINA Management For For
02 RATIFICATION OF APPOINTMENT OF ERNST & YOUNG Management For For
LLP AS INDEPENDENT AUDITORS
03 MANAGEMENT PROPOSAL - TO AMEND THE CHARTER TO Management For For
DELETE THE 80% SUPERMAJORITY VOTE REQUIRED TO
AMEND ARTICLE XIII
04 STOCKHOLDER PROPOSAL - REPORT ON SPACE-BASED Shareholder Against For
WEAPONS PROGRAM
05 STOCKHOLDER PROPOSAL - POLICY ON PAYMENTS TO Shareholder Against For
EXECUTIVES AFTER DEATH
06 STOCKHOLDER PROPOSAL - ADVISORY VOTE ON Shareholder Against For
EXECUTIVE COMPENSATION
CROWN HOLDINGS, INC.
SECURITY 228368106 MEETING TYPE Annual
TICKER SYMBOL CCK MEETING DATE 23-Apr-2009
ISIN US2283681060 AGENDA 933017180 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 JENNE K. BRITELL For For
2 JOHN W. CONWAY For For
3 ARNOLD W. DONALD For For
4 WILLIAM G. LITTLE For For
5 HANS J. LOLIGER For For
6 THOMAS A. RALPH For For
7 HUGUES DU ROURET For For
8 ALAN W. RUTHERFORD For For
9 JIM L. TURNER For For
10 WILLIAM S. URKIEL For For
02 TO RATIFY THE APPOINTMENT OF INDEPENDENT Management For For
AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER
31, 2009, WHICH THE BOARD OF DIRECTORS
UNANIMOUSLY RECOMMENDS.
THE AES CORPORATION
SECURITY 00130H105 MEETING TYPE Annual
TICKER SYMBOL AES MEETING DATE 23-Apr-2009
ISIN US00130H1059 AGENDA 933024452 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 SAMUEL W. BODMAN, III For For
2 PAUL HANRAHAN For For
3 KRISTINA M. JOHNSON For For
4 TARUN KHANNA For For
5 JOHN A. KOSKINEN For For
6 PHILIP LADER For For
7 SANDRA O. MOOSE For For
8 JOHN B. MORSE, JR. For For
9 PHILIP A. ODEEN For For
10 CHARLES O. ROSSOTTI For For
11 SVEN SANDSTROM For For
02 RATIFICATION OF APPOINTMENT OF INDEPENDENT Management For For
AUDITORS
GROUPE DANONE
SECURITY 399449107 MEETING TYPE Annual
TICKER SYMBOL GDNNY MEETING DATE 23-Apr-2009
ISIN US3994491070 AGENDA 933050584 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
O1 APPROVAL OF THE STATUTORY FINANCIAL STATEMENTS Management For For
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2008
O2 APPROVAL OF THE CONSOLIDATED FINANCIAL Management For For
STATEMENTS FOR THE FISCAL YEAR ENDED DECEMBER
31, 2008
O3 ALLOCATION OF THE EARNINGS FOR THE FISCAL YEAR Management For For
ENDED DECEMBER 31, 2008 AND SETTING OF THE
DIVIDEND AT EURO 1.20 PER SHARE
O4 OPTION FOR THE PAYMENT OF THE DIVIDEND IN Management For For
SHARES
O5 APPROVAL OF THE AGREEMENTS REFERRED TO IN THE Management For For
SPECIAL REPORT OF THE STATUTORY AUDITORS
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 56
The Gabelli Asset Fund
O6 RENEWAL OF THE TENURE OF MR. RICHARD GOBLET Management For For
D'ALVIELLA AS DIRECTOR
O7 RENEWAL OF THE TENURE OF MR. CHRISTIAN LAUBIE Management For For
AS DIRECTOR IN ACCORDANCE WITH ARTICLE 15-II
OF THE BY- LAWS
O8 RENEWAL OF THE TENURE OF MR. JEAN LAURENT AS Management For For
DIRECTOR
O9 RENEWAL OF THE TENURE OF MR. HAKAN MORGREN AS Management For For
DIRECTOR
O10 RENEWAL OF THE TENURE OF MR. BENOIT POTIER AS Management For For
DIRECTOR
O11 APPOINTMENT OF MRS. GUYLAINE SAUCIER AS Management For For
DIRECTOR
O12 SETTING OF DIRECTORS' ATTENDANCE FEES Management For For
O13 AUTHORIZATION GRANTED TO THE BOARD OF Management For For
DIRECTORS TO PURCHASE, RETAIN OR TRANSFER THE
COMPANY'S SHARES
O14 CREATION OF THE DANONE ECO-SYSTEM FUND Management For For
E15 MODIFICATION OF ARTICLE 3 OF THE BY-LAWS Management For For
RELATING TO THE CORPORATE NAME
E16 HARMONIZATION OF ARTICLE 7.1 PARAGRAPH 3 OF Management For For
THE BY-LAWS WITH REGARD TO THE SHARE CAPITAL
INCREASE PROCEDURE
E17 HARMONIZATION OF ARTICLE 10.VII OF THE BY-LAWS Management For For
WITH REGARD TO THE PROCEDURE FOR IDENTIFYING
HOLDERS OF BEARER SHARES
E18 MODIFICATION OF ARTICLE 18.IV PARAGRAPH 2 OF Management For For
THE BY- LAWS RELATING TO THE HOLDING OF BOARD
OF DIRECTORS' MEETINGS BY ALL MEANS OF
TELECOMMUNICATION
E19 HARMONIZATION OF ARTICLE 22.III OF THE BY-LAWS Management For For
RELATING TO THE REGISTRATION OF COMPANY SHARES
ON THE REGISTER FOR PARTICIPATION IN A COMPANY
GENERAL SHAREHOLDERS' MEETING
E20 MODIFICATION OF ARTICLE 26.III PARAGRAPHS 2 Management For For
AND 4 OF THE BY-LAWS RELATING TO TAKING INTO
ACCOUNT THE RULES APPLYING TO ELECTRONIC
SIGNATURES IN CASE OF A VOTE AT THE GENERAL
SHAREHOLDERS' MEETING BY MEANS OF
TELECOMMUNICATION
E21 MODIFICATION OF ARTICLE 27.I OF THE BY-LAWS IN Management For For
ORDER TO GRANT THE BOARD OF DIRECTORS THE
AUTHORITY TO DECIDE OR AUTHORIZE A BOND
ISSUANCE
E22 HARMONIZATION OF ARTICLES 27.III AND 28.II OF Management For For
THE BY- LAWS RELATING TO THE CONDITIONS OF
QUORUM REQUIRED FOR THE ORDINARY AND
EXTRAORDINARY SHAREHOLDERS' MEETINGS
E23 DELEGATION OF AUTHORITY TO THE BOARD OF Management For For
DIRECTORS TO ISSUE ORDINARY SHARES AND
SECURITIES GIVING ACCESS TO THE COMPANY'S
SHARE CAPITAL, WITH PREFERENTIAL SUBSCRIPTION
RIGHT OF THE SHAREHOLDERS
E24 DELEGATION OF AUTHORITY TO THE BOARD OF Management For For
DIRECTORS TO ISSUE ORDINARY SHARES AND
SECURITIES GIVING ACCESS TO THE COMPANY'S
SHARE CAPITAL, WITHOUT PREFERENTIAL
SUBSCRIPTION RIGHT OF THE SHAREHOLDERS, BUT
WITH THE OBLIGATION TO GRANT A PRIORITY PERIOD
E25 AUTHORIZATION GRANTED TO THE BOARD OF Management For For
DIRECTORS TO INCREASE THE NUMBER OF SECURITIES
TO BE ISSUED IN THE EVENT OF A CAPITAL
INCREASE WITH OR WITHOUT PREFERENTIAL
SUBSCRIPTION RIGHT OF THE SHAREHOLDERS
E26 DELEGATION OF AUTHORITY TO THE BOARD OF Management For For
DIRECTORS TO ISSUE ORDINARY SHARES AND
SECURITIES GIVING ACCESS TO THE COMPANY'S
SHARE CAPITAL IN THE EVENT OF A PUBLIC
EXCHANGE OFFER INITIATED BY THE COMPANY
E27 DELEGATION OF POWERS TO THE BOARD OF DIRECTORS Management For For
TO ISSUE ORDINARY SHARES AND SECURITIES GIVING
ACCESS TO THE COMPANY'S SHARE CAPITAL, IN
CONSIDERATION FOR THE CONTRIBUTIONS-IN-KIND
GRANTED TO THE COMPANY AND COMPRISED OF EQUITY
SECURITIES OR SECURITIES GIVING ACCESS TO THE
SHARE CAPITAL
E28 DELEGATION OF AUTHORITY TO THE BOARD OF Management For For
DIRECTORS TO INCREASE THE COMPANY'S SHARE
CAPITAL THROUGH INCORPORATION OF RESERVES,
PROFITS, PREMIUMS OR ANY OTHER AMOUNTS THAT
MAY BE CAPITALIZED
E29 DELEGATION OF AUTHORITY TO THE BOARD OF Management For For
DIRECTORS TO INCREASE THE SHARE CAPITAL IN
FAVOR OF EMPLOYEES WHO ARE MEMBERS OF A
COMPANY'S SAVINGS PLAN AND/OR TO CARRY OUT
RESERVED SALES OF SECURITIES
E30 AUTHORIZATION GRANTED TO THE BOARD OF Management For For
DIRECTORS TO GRANT OPTIONS GIVING THE RIGHT TO
SUBSCRIBE AND/OR PURCHASE SHARES
E31 AUTHORIZATION GRANTED TO THE BOARD OF Management For For
DIRECTORS TO ALLOCATE ORDINARY SHARES OF THE
COMPANY FREE OF CHARGE
E32 AUTHORIZATION GRANTED TO THE BOARD OF Management For For
DIRECTORS TO REDUCE THE SHARE CAPITAL BY
CANCELING SHARES
E33 POWERS TO EFFECT FORMALITIES Management For For
AT&T INC.
SECURITY 00206R102 MEETING TYPE Annual
TICKER SYMBOL T MEETING DATE 24-Apr-2009
ISIN US00206R1023 AGENDA 933004195 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1A ELECTION OF DIRECTOR: RANDALL L. STEPHENSON Management For For
1B ELECTION OF DIRECTOR: WILLIAM F. ALDINGER III Management For For
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 57
The Gabelli Asset Fund
1C ELECTION OF DIRECTOR: GILBERT F. AMELIO Management For For
1D ELECTION OF DIRECTOR: REUBEN V. ANDERSON Management For For
1E ELECTION OF DIRECTOR: JAMES H. BLANCHARD Management For For
1F ELECTION OF DIRECTOR: AUGUST A. BUSCH III Management For For
1G ELECTION OF DIRECTOR: JAIME CHICO PARDO Management For For
1H ELECTION OF DIRECTOR: JAMES P. KELLY Management For For
1I ELECTION OF DIRECTOR: JON C. MADONNA Management For For
1J ELECTION OF DIRECTOR: LYNN M. MARTIN Management For For
1K ELECTION OF DIRECTOR: JOHN B. MCCOY Management For For
1L ELECTION OF DIRECTOR: MARY S. METZ Management For For
1M ELECTION OF DIRECTOR: JOYCE M. ROCHE Management For For
1N ELECTION OF DIRECTOR: LAURA D'ANDREA TYSON Management For For
1O ELECTION OF DIRECTOR: PATRICIA P. UPTON Management For For
02 RATIFICATION OF APPOINTMENT OF INDEPENDENT Management For For
AUDITORS.
03 AMENDMENT TO INCREASE AUTHORIZED SHARES. Management For For
04 REPORT ON POLITICAL CONTRIBUTIONS. Shareholder Against For
05 SPECIAL STOCKHOLDER MEETINGS. Shareholder Against For
06 CUMULATIVE VOTING. Shareholder Against For
07 BYLAW REQUIRING INDEPENDENT CHAIRMAN. Shareholder Against For
08 ADVISORY VOTE ON COMPENSATION. Shareholder Against For
09 PENSION CREDIT POLICY. Shareholder Against For
KELLOGG COMPANY
SECURITY 487836108 MEETING TYPE Annual
TICKER SYMBOL K MEETING DATE 24-Apr-2009
ISIN US4878361082 AGENDA 933005072 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 JOHN T. DILLON For For
2 JAMES M. JENNESS For For
3 DONALD R. KNAUSS For For
4 ROBERT A. STEELE For For
02 RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS KELLOGG'S
INDEPENDENT PUBLIC ACCOUNTING FIRM FOR 2009
03 APPROVAL OF THE KELLOGG COMPANY 2009 LONG-TERM Management Against Against
INCENTIVE PLAN
04 APPROVAL OF THE KELLOGG COMPANY 2009 NON- Management Against Against
EMPLOYEE DIRECTOR STOCK PLAN
05 ENACT A MAJORITY VOTE REQUIREMENT FOR THE Shareholder Against For
ELECTION OF DIRECTORS
06 ELECT EACH DIRECTOR ANNUALLY Shareholder Against For
GATX CORPORATION
SECURITY 361448103 MEETING TYPE Annual
TICKER SYMBOL GMT MEETING DATE 24-Apr-2009
ISIN US3614481030 AGENDA 933010263 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 ANNE L. ARVIA For For
2 RICHARD FAIRBANKS For For
3 DEBORAH M. FRETZ For For
4 ERNST A. HABERLI For For
5 BRIAN A. KENNEY For For
6 MARK G. MCGRATH For For
7 JAMES B. REAM For For
8 DAVID S. SUTHERLAND For For
9 CASEY J. SYLLA For For
02 TO APPROVE THE "PERFORMANCE-BASED" Management For For
COMPENSATION PROVISIONS OF THE GATX
CORPORATION 2004 EQUITY INCENTIVE COMPENSATION
PLAN TO COMPLY WITH THE REQUIREMENTS OF
SECTION 162(M) OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED.
03 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP Management For For
AS THE INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR GATX CORPORATION IN 2009.
ALLEGHANY CORPORATION
SECURITY 017175100 MEETING TYPE Annual
TICKER SYMBOL Y MEETING DATE 24-Apr-2009
ISIN US0171751003 AGENDA 933011152 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1A ELECTION OF DIRECTOR: JOHN J. BURNS, JR. Management For For
1B ELECTION OF DIRECTOR: DAN R. CARMICHAEL Management For For
1C ELECTION OF DIRECTOR: WILLIAM K. LAVIN Management For For
1D ELECTION OF DIRECTOR: RAYMOND L.M. WONG Management For For
02 RATIFICATION OF KPMG LLP AS ALLEGHANY Management For For
CORPORATION'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE YEAR 2009.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 58
The Gabelli Asset Fund
FERRO CORPORATION
SECURITY 315405100 MEETING TYPE Annual
TICKER SYMBOL FOE MEETING DATE 24-Apr-2009
ISIN US3154051003 AGENDA 933019576 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 JENNIE S. HWANG, PH.D. For For
2 JAMES F. KIRSCH For For
3 WILLIAM J. SHARP For For
02 RATIFICATION OF THE APPOINTMENT OF DELOITTE & Management For For
TOUCHE LLP AS THE INDEPENDENT REGISTERED
PUBLIC ACCOUNTANT
HONEYWELL INTERNATIONAL INC.
SECURITY 438516106 MEETING TYPE Annual
TICKER SYMBOL HON MEETING DATE 27-Apr-2009
ISIN US4385161066 AGENDA 933006276 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1A ELECTION OF DIRECTOR: GORDON M. BETHUNE Management For For
1B ELECTION OF DIRECTOR: JAIME CHICO PARDO Management For For
1C ELECTION OF DIRECTOR: DAVID M. COTE Management For For
1D ELECTION OF DIRECTOR: D. SCOTT DAVIS Management For For
1E ELECTION OF DIRECTOR: LINNET F. DEILY Management For For
1F ELECTION OF DIRECTOR: CLIVE R. HOLLICK Management For For
1G ELECTION OF DIRECTOR: GEORGE PAZ Management For For
1H ELECTION OF DIRECTOR: BRADLEY T. SHEARES Management For For
1I ELECTION OF DIRECTOR: JOHN R. STAFFORD Management For For
1J ELECTION OF DIRECTOR: MICHAEL W. WRIGHT Management For For
02 APPROVAL OF INDEPENDENT ACCOUNTANTS Management For For
03 CUMULATIVE VOTING Shareholder Against For
04 PRINCIPLES FOR HEALTH CARE REFORM Shareholder Against For
05 EXECUTIVE COMPENSATION ADVISORY VOTE Shareholder Against For
06 TAX GROSS-UP PAYMENTS Shareholder Against For
07 SPECIAL SHAREOWNER MEETINGS Shareholder Against For
AMERICAN EXPRESS COMPANY
SECURITY 025816109 MEETING TYPE Annual
TICKER SYMBOL AXP MEETING DATE 27-Apr-2009
ISIN US0258161092 AGENDA 933007595 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1A ELECTION OF DIRECTOR: D.F. AKERSON Management For For
1B ELECTION OF DIRECTOR: C. BARSHEFSKY Management For For
1C ELECTION OF DIRECTOR: U.M. BURNS Management For For
1D ELECTION OF DIRECTOR: K.I. CHENAULT Management For For
1E ELECTION OF DIRECTOR: P. CHERNIN Management For For
1F ELECTION OF DIRECTOR: J. LESCHLY Management For For
1G ELECTION OF DIRECTOR: R.C. LEVIN Management For For
1H ELECTION OF DIRECTOR: R.A. MCGINN Management For For
1I ELECTION OF DIRECTOR: E.D. MILLER Management For For
1J ELECTION OF DIRECTOR: S.S REINEMUND Management For For
1K ELECTION OF DIRECTOR: R.D. WALTER Management For For
1L ELECTION OF DIRECTOR: R.A. WILLIAMS Management For For
02 RATIFICATION OF APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2009.
03 ADVISORY (NON-BINDING) VOTE APPROVING Management For For
EXECUTIVE COMPENSATION.
04 SHAREHOLDER PROPOSAL RELATING TO CUMULATIVE Shareholder Against For
VOTING FOR DIRECTORS.
05 SHAREHOLDER PROPOSAL RELATING TO THE CALLING Shareholder Against For
OF SPECIAL SHAREHOLDER MEETINGS.
COOPER INDUSTRIES, LTD.
SECURITY G24182100 MEETING TYPE Annual
TICKER SYMBOL CBE MEETING DATE 27-Apr-2009
ISIN BMG241821005 AGENDA 933011102 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 IVOR J. EVANS For For
2 KIRK S. HACHIGIAN For For
3 LAWRENCE D. KINGSLEY For For
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 59
The Gabelli Asset Fund
4 JAMES R. WILSON For For
02 APPOINT ERNST & YOUNG LLP AS OUR INDEPENDENT Management For For
AUDITORS FOR THE YEAR ENDING 12/31/2009.
03 SHAREHOLDER PROPOSAL REQUESTING COOPER TO Shareholder Against For
IMPLEMENT A CODE OF CONDUCT BASED ON
INTERNATIONAL LABOR ORGANIZATION HUMAN RIGHTS
STANDARDS.
THE BOEING COMPANY
SECURITY 097023105 MEETING TYPE Annual
TICKER SYMBOL BA MEETING DATE 27-Apr-2009
ISIN US0970231058 AGENDA 933012356 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1A ELECTION OF DIRECTOR: JOHN H. BIGGS Management For For
1B ELECTION OF DIRECTOR: JOHN E. BRYSON Management For For
1C ELECTION OF DIRECTOR: ARTHUR D. COLLINS, JR. Management For For
1D ELECTION OF DIRECTOR: LINDA Z. COOK Management For For
1E ELECTION OF DIRECTOR: WILLIAM M. DALEY Management For For
1F ELECTION OF DIRECTOR: KENNETH M. DUBERSTEIN Management For For
1G ELECTION OF DIRECTOR: JOHN F. MCDONNELL Management For For
1H ELECTION OF DIRECTOR: W. JAMES MCNERNEY, JR. Management For For
1I ELECTION OF DIRECTOR: MIKE S. ZAFIROVSKI Management For For
02 AMENDMENT TO THE BOEING COMPANY 2003 INCENTIVE Management Against Against
STOCK PLAN.
03 ADVISORY VOTE ON APPOINTMENT OF DELOITTE & Management For For
TOUCHE LLP AS INDEPENDENT AUDITOR.
04 ADOPT CUMULATIVE VOTING. Shareholder Against For
05 REQUIRE ADVISORY VOTE ON NAMED EXECUTIVE Shareholder Against For
OFFICER COMPENSATION.
06 ADOPT HEALTH CARE PRINCIPLES. Shareholder Against For
07 PREPARE A REPORT ON FOREIGN MILITARY SALES. Shareholder Against For
08 REQUIRE AN INDEPENDENT LEAD DIRECTOR. Shareholder Against For
09 REQUIRE SHAREHOLDER APPROVAL OF FUTURE Shareholder Against For
SEVERANCE ARRANGEMENTS.
10 REQUIRE DISCLOSURE OF POLITICAL CONTRIBUTIONS. Shareholder Against For
VALMONT INDUSTRIES, INC.
SECURITY 920253101 MEETING TYPE Annual
TICKER SYMBOL VMI MEETING DATE 27-Apr-2009
ISIN US9202531011 AGENDA 933017697 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 GLEN A. BARTON For For
2 DANIEL P. NEARY For For
3 KENNETH E. STINSON For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF DELOITTE Management For For
& TOUCHE LLP AS INDEPENDENT AUDITORS FOR
FISCAL 2009.
HARLEY-DAVIDSON, INC.
SECURITY 412822108 MEETING TYPE Annual
TICKER SYMBOL HOG MEETING DATE 27-Apr-2009
ISIN US4128221086 AGENDA 933043438 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 MARTHA F. BROOKS For For
2 DONALD A. JAMES For For
3 JAMES A. NORLING For For
4 JAMES L. ZIEMER For For
02 APPROVAL OF THE HARLEY-DAVIDSON, INC. 2009 Management Against Against
INCENTIVE STOCK PLAN.
03 RATIFICATION OF SELECTION OF ERNST & YOUNG Management For For
LLP, INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM, TO BE THE AUDITORS.
04 SHAREHOLDER PROPOSAL TO REORGANIZE THE BOARD Shareholder Against For
OF DIRECTORS INTO ONE CLASS.
COCA-COLA HBC S.A.
SECURITY 1912EP104 MEETING TYPE Special
TICKER SYMBOL CCH MEETING DATE 27-Apr-2009
ISIN US1912EP1042 AGENDA 933044000 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 APPROVAL OF A SHARE BUY-BACK PROGRAM IN Management For
ACCORDANCE WITH ARTICLE 16 OF CODIFIED LAW
2190/1920.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 60
The Gabelli Asset Fund
IL SOLE 24 ORE SPA, MILANO
SECURITY T52689105 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL S24.MI MEETING DATE 28-Apr-2009
ISIN IT0004269723 AGENDA 701864200 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1. Approve the balance sheet as of 31 DEC 2008; Management No
the Board of Directors, Board of Auditors and Action
Auditing Company's reports, related and
consequent resolutions
2. Approve the integration of the Board of Management No
Directors in accordance with article 2386, Action
first paragraph, of the Civil Code and appoint
2 Directors
3. Approve the integration of the Board of Management No
Auditors in accordance with article 2401, Action
first paragraph of the Civil Code and appoint
the Board of Auditors Chairman, related and
consequent solutions
4. Approve the postponement of the authorization Management No
to the disposal of own shares Ex. Article 2357 Action
TER of the Civil Code
SWEDISH MATCH AB, STOCKHOLM
SECURITY W92277115 MEETING TYPE Annual General Meeting
TICKER SYMBOL SWM.DE MEETING DATE 28-Apr-2009
ISIN SE0000310336 AGENDA 701893871 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting
BENEFICIAL OWNER SIGNED POWER OF AT-TORNEY
(POA) IS REQUIRED IN ORDER TO LODGE AND
EXECUTE YOUR VOTING INSTRUCTION-S IN THIS
MARKET. ABSENCE OF A POA, MAY CAUSE YOUR
INSTRUCTIONS TO BE REJECTED-. IF YOU HAVE ANY
QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE
MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL Non-Voting
OWNER INFORMATION FOR ALL VOTED-ACCOUNTS. IF
AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU
WILL NEED TO PROVI-DE THE BREAKDOWN OF EACH
BENEFICIAL OWNER NAME, ADDRESS AND SHARE
POSITION TO-YOUR CLIENT SERVICE
REPRESENTATIVE. THIS INFORMATION IS REQUIRED
IN ORDER FOR-YOUR VOTE TO BE LODGED
PLEASE NOTE THAT NOT ALL SUB CUSTODIANS IN Non-Voting
SWEDEN ACCEPT ABSTAIN AS A VALID VO-TE OPTION.
THANK YOU.
PLEASE NOTE THAT THIS IS AN AMENDMENT TO Non-Voting
MEETING ID 540594 DUE TO CHANGE IN VO-TING
STATUS. ALL VOTES RECEIVED ON THE PREVIOUS
MEETING WILL BE DISREGARDED AN-D YOU WILL NEED
TO REINSTRUCT ON THIS MEETING NOTICE. THANK
YOU.
1. Opening of the Meeting and election of Mr. Non-Voting
Claes Beyer as the Chairman of the-Meeting
2. Preparation and approval of the voting list Non-Voting
3. Election of one or two persons, to verify the Non-Voting
minutes
4. Determination of whether the meeting has been Non-Voting
duly convened
5. Approval of the agenda Non-Voting
6. Presentation of the annual report and the Non-Voting
Auditors' report, the consolidated f-inancial
statements and the Auditors' report on the
consolidated financial sta-tements for 2008,
the Auditors' statement regarding compliance
with the princi-ples for determination of
remuneration to senior executives as well as
the Boa-rd of Directors' motion regarding the
allocation of profit and explanatory
sta-tements; in connection therewith, the
President's address and the Board of
Dir-ectors' report regarding its work and the
work and function of the Compensatio-n
Committee and the Audit Committee
7. Adopt the income statement and balance sheet Management For For
and the consolidated income statement and
consolidated balance sheet
8. Approve that a dividend be paid to the Management For For
shareholders in the amount of SEK 4.10 per
share and the remaining profits be carried
forward, minus the funds that may be utilized
for a bonus issue, provided that the 2009 AGM
passes a resolution in accordance with a
reduction of the share capital pursuant to
Resolution 10.A, as well as a resolution
concerning a bonus issue pursuant to
Resolution 10.B; the record date for
entitlement to receive a cash dividend is 04
MAY 2009; the dividend is expected to be paid
through Euroclear Sweden AB [formerly VPC AB]
on 07 MAY 2009
9. Grant discharge, from liability, to the Board Management For For
Members and the President
10.A Approve to reduce the Company's share capital Management For For
of SEK 6,110,045.76 by means of the withdrawal
of 4,000,000 shares in the Company; the shares
in the Company proposed for withdrawal have
been repurchased by the Company in accordance
with the authorization granted by the general
meeting of the Company and the reduced amount
be allocated to a fund for use in repurchasing
the Company's own shares
10.B Approve, upon passing of Resolution 10A, to Management For For
increase in the Company's share capital of SEK
6,110,045.76 through a transfer from
non-restricted shareholders' equity to the
share capital [bonus issue]; the share capital
shall be increased without issuing new shares
11. Authorize the Board of Directors to decide on Management For For
the acquisition, on 1 or more occasions prior
to the next AGM, of a maximum of as many
shares as may be acquired without the
Company's holding at any time exceeding more
than 10% of all shares in the Company, for a
maximum amount of SEK 3,000 million; the
shares shall be acquired on the NASDAQ OMX
Nordic Exchange in Stockholm Stock Exchange at
a price within the price interval registered
at any given time, i.e. the interval between
the highest bid price and the lowest offer
price
12. Adopt the specified principles for Management For For
determination of remuneration and other terms
of employment for the President and other
Members of the Group Management team
13. Approve a Call Option Program for 2009 Management For For
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 61
The Gabelli Asset Fund
14. Approve that the Company issue 1,720,000 call Management For For
options to execute the option program for
2008; that the Company, in a deviation from
the preferential rights of shareholders, be
permitted to transfer of 1,720,000 shares in
the Company at a selling price of SEK 141.24
per share in conjunction with a potential
exercise of the call options; the number of
shares and the selling price of the shares
covered by the transfer resolution in
accordance with this item may be recalculated
as a consequence of a bonus issue of shares, a
consolidation or split of shares, a new share
issue, a reduction in the share capital, or
another similar measure
15. Approve to determine the number of Members of Management For For
the Board of Directors at 7, without Deputies
16. Approve that the Board of Directors be paid Management For For
for the period until the close of the next AGM
as follows: the Chairman shall receive SEK
1,575,000 and the Deputy Chairman shall
receive SEK 745,000 and the other Board
Members elected by the meeting shall each
receive SEK 630,000 and, as compensation for
committee work carried out, be allocated SEK
230,000 to the Chairmen of the Compensation
Committee and the Audit Committee respectively
and SEK 115,000 respectively to the other
Members of these Committees although totaling
no more than SEK 920,000; and that Members of
the Board employed by the Swedish Match Group
shall not receive any remuneration
17. Re-elect Messrs. Charles A. Blixt, Andrew Management For For
Cripps, Karen Guerra, Arne Jurbrant, Conny
Karlsson, Kersti Strandqvist and Meg Tiveus as
the Members of the Board of Directors and Mr.
Conny Karlsson as the Chairman of the Board,
and Mr. Andrew Cripps as the Deputy Chairman
18. Amend the Articles of Association Management For For
19. Approve the procedure for appointing Members Management For For
to the Nominating Committee and the matter of
remuneration for the Nominating Committee, if
any
20. Adopt the instructions for Swedish Match AB's Management For For
Nominating Committee which, in all essentials,
are identical to those adopted by the 2008 AGM
MERCK & CO., INC.
SECURITY 589331107 MEETING TYPE Annual
TICKER SYMBOL MRK MEETING DATE 28-Apr-2009
ISIN US5893311077 AGENDA 933007432 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1A ELECTION OF DIRECTOR: LESLIE A. BRUN Management For For
1B ELECTION OF DIRECTOR: THOMAS R. CECH, PH.D. Management For For
1C ELECTION OF DIRECTOR: RICHARD T. CLARK Management For For
1D ELECTION OF DIRECTOR: THOMAS H. GLOCER Management For For
1E ELECTION OF DIRECTOR: STEVEN F. GOLDSTONE Management For For
1F ELECTION OF DIRECTOR: WILLIAM B. HARRISON, JR. Management For For
1G ELECTION OF DIRECTOR: HARRY R. JACOBSON, M.D. Management For For
1H ELECTION OF DIRECTOR: WILLIAM N. KELLEY, M.D. Management For For
1I ELECTION OF DIRECTOR: ROCHELLE B. LAZARUS Management For For
1J ELECTION OF DIRECTOR: CARLOS E. REPRESAS Management For For
1K ELECTION OF DIRECTOR: THOMAS E. SHENK, PH.D. Management For For
1L ELECTION OF DIRECTOR: ANNE M. TATLOCK Management For For
1M ELECTION OF DIRECTOR: SAMUEL O. THIER, M.D. Management For For
1N ELECTION OF DIRECTOR: WENDELL P. WEEKS Management For For
1O ELECTION OF DIRECTOR: PETER C. WENDELL Management For For
02 RATIFICATION OF THE APPOINTMENT OF THE Management For For
COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2009
03 PROPOSAL TO AMEND THE RESTATED CERTIFICATE OF Management For For
INCORPORATION TO LIMIT THE SIZE OF THE BOARD
TO NO MORE THAN 18 DIRECTORS
04 STOCKHOLDER PROPOSAL CONCERNING SPECIAL Shareholder Against For
SHAREHOLDER MEETINGS
05 STOCKHOLDER PROPOSAL CONCERNING AN INDEPENDENT Shareholder Against For
LEAD DIRECTOR
06 STOCKHOLDER PROPOSAL CONCERNING AN ADVISORY Shareholder Against For
VOTE ON EXECUTIVE COMPENSATION
WELLS FARGO & COMPANY
SECURITY 949746101 MEETING TYPE Annual
TICKER SYMBOL WFC MEETING DATE 28-Apr-2009
ISIN US9497461015 AGENDA 933008422 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1A ELECTION OF DIRECTOR: JOHN D. BAKER II Management For For
1B ELECTION OF DIRECTOR: JOHN S. CHEN Management For For
1C ELECTION OF DIRECTOR: LLOYD H. DEAN Management For For
1D ELECTION OF DIRECTOR: SUSAN E. ENGEL Management For For
1E ELECTION OF DIRECTOR: ENRIQUE HERNANDEZ, JR. Management For For
1F ELECTION OF DIRECTOR: DONALD M. JAMES Management For For
1G ELECTION OF DIRECTOR: ROBERT L. JOSS Management For For
1H ELECTION OF DIRECTOR: RICHARD M. KOVACEVICH Management For For
1I ELECTION OF DIRECTOR: RICHARD D. MCCORMICK Management For For
1J ELECTION OF DIRECTOR: MACKEY J. MCDONALD Management For For
1K ELECTION OF DIRECTOR: CYNTHIA H. MILLIGAN Management For For
1L ELECTION OF DIRECTOR: NICHOLAS G. MOORE Management For For
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 62
The Gabelli Asset Fund
1M ELECTION OF DIRECTOR: PHILIP J. QUIGLEY Management For For
1N ELECTION OF DIRECTOR: DONALD B. RICE Management For For
1O ELECTION OF DIRECTOR: JUDITH M. RUNSTAD Management For For
1P ELECTION OF DIRECTOR: STEPHEN W. SANGER Management For For
1Q ELECTION OF DIRECTOR: ROBERT K. STEEL Management For For
1R ELECTION OF DIRECTOR: JOHN G. STUMPF Management For For
1S ELECTION OF DIRECTOR: SUSAN G. SWENSON Management For For
02 PROPOSAL TO APPROVE A NON-BINDING ADVISORY Management For For
RESOLUTION REGARDING THE COMPENSATION OF THE
COMPANY'S NAMED EXECUTIVES.
03 PROPOSAL TO RATIFY APPOINTMENT OF KPMG LLP AS Management For For
INDEPENDENT AUDITORS FOR 2009.
04 PROPOSAL TO APPROVE AN AMENDMENT TO THE Management Against Against
COMPANY'S LONG-TERM INCENTIVE COMPENSATION
PLAN.
05 STOCKHOLDER PROPOSAL REGARDING A BY-LAWS Shareholder Against For
AMENDMENT TO REQUIRE AN INDEPENDENT CHAIRMAN.
06 STOCKHOLDER PROPOSAL REGARDING A REPORT ON Shareholder Against For
POLITICAL CONTRIBUTIONS.
PACCAR INC
SECURITY 693718108 MEETING TYPE Annual
TICKER SYMBOL PCAR MEETING DATE 28-Apr-2009
ISIN US6937181088 AGENDA 933009359 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 MARK C. PIGOTT For For
2 WILLIAM G. REED, JR. For For
3 WARREN R. STALEY For For
4 CHARLES R. WILLIAMSON For For
02 STOCKHOLDER PROPOSAL REGARDING THE ANNUAL Shareholder Against For
ELECTION OF ALL DIRECTORS
03 STOCKHOLDER PROPOSAL REGARDING A DIRECTOR VOTE Shareholder Against For
THRESHOLD
INTERNATIONAL FLAVORS & FRAGRANCES INC.
SECURITY 459506101 MEETING TYPE Annual
TICKER SYMBOL IFF MEETING DATE 28-Apr-2009
ISIN US4595061015 AGENDA 933010136 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1A ELECTION OF DIRECTOR: MARGARET HAYES ADAME Management For For
1B ELECTION OF DIRECTOR: ROBERT M. AMEN Management For For
1C ELECTION OF DIRECTOR: MARCELLO BOTTOLI Management For For
1D ELECTION OF DIRECTOR: LINDA B. BUCK Management For For
1E ELECTION OF DIRECTOR: J. MICHAEL COOK Management For For
1F ELECTION OF DIRECTOR: PETER A. GEORGESCU Management For For
1G ELECTION OF DIRECTOR: ALEXANDRA A. HERZAN Management For For
1H ELECTION OF DIRECTOR: HENRY W. HOWELL, JR. Management For For
1I ELECTION OF DIRECTOR: KATHERINE M. HUDSON Management For For
1J ELECTION OF DIRECTOR: ARTHUR C. MARTINEZ Management For For
1K ELECTION OF DIRECTOR: BURTON M. TANSKY Management For For
1L ELECTION OF DIRECTOR: DOUGLAS D. TOUGH Management For For
02 TO RATIFY THE SELECTION OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR 2009
FORTUNE BRANDS, INC.
SECURITY 349631101 MEETING TYPE Annual
TICKER SYMBOL FO MEETING DATE 28-Apr-2009
ISIN US3496311016 AGENDA 933010871 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 BRUCE A. CARBONARI For For
2 ANN F. HACKETT For For
3 DAVID M. THOMAS For For
4 RONALD V. WATERS, III For For
02 RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2009.
03 APPROVAL OF AMENDMENTS TO THE COMPANY'S Management For For
RESTATED CERTIFICATE OF INCORPORATION TO
PROVIDE FOR THE ANNUAL ELECTION OF DIRECTORS.
04 IF PRESENTED, A SHAREHOLDER PROPOSAL ENTITLED Shareholder Against For
"ADOPT SIMPLE MAJORITY VOTE".
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 63
The Gabelli Asset Fund
SUNTRUST BANKS, INC.
SECURITY 867914103 MEETING TYPE Annual
TICKER SYMBOL STI MEETING DATE 28-Apr-2009
ISIN US8679141031 AGENDA 933010883 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 ALSTON D. CORRELL For For
2 PATRICIA C. FRIST For For
3 BLAKE P. GARRETT, JR. For For
4 DAVID H. HUGHES For For
5 M. DOUGLAS IVESTER For For
6 G. GILMER MINOR, III For For
7 JAMES M. WELLS III For For
8 KAREN HASTIE WILLIAMS For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & Management For For
YOUNG LLP AS INDEPENDENT AUDITORS FOR 2009.
03 PROPOSAL TO APPROVE THE SUNTRUST BANKS, INC. Management For For
2009 STOCK PLAN.
04 TO APPROVE THE FOLLOWING ADVISORY Management For For
(NON-BINDING) PROPOSAL: "RESOLVED, THAT THE
HOLDERS OF COMMON STOCK OF SUNTRUST BANKS
INC., APPROVE THE COMPENSATION OF THE
COMPANY'S EXECUTIVES AS DESCRIBED IN THE
SUMMARY COMPENSATION TABLE AS WELL AS IN THE
COMPENSATION DISCUSSION AND ANALYSIS AND THE
OTHER EXECUTIVE COMPENSATION TABLES AND
RELATED DISCUSSION.
TREE COM INC
SECURITY 894675107 MEETING TYPE Annual
TICKER SYMBOL TREE MEETING DATE 28-Apr-2009
ISIN US8946751075 AGENDA 933014069 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1 DIRECTOR Management
1 PETER C. HORAN For For
2 W. MAC LACKEY For For
3 DOUGLAS R. LEBDA For For
4 JOSEPH LEVIN For For
5 PATRICK L. MCCRORY For For
6 LANCE C. MELBER For For
7 STEVEN OZONIAN For For
2 TO APPROVE THE SECOND AMENDED AND RESTATED Management Against Against
2008 STOCK AND ANNUAL INCENTIVE PLAN.
3 TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE Management For For
LLP AS THE COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE 2009 FISCAL
YEAR.
THE PNC FINANCIAL SERVICES GROUP, INC.
SECURITY 693475105 MEETING TYPE Annual
TICKER SYMBOL PNC MEETING DATE 28-Apr-2009
ISIN US6934751057 AGENDA 933014095 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1A ELECTION OF DIRECTOR: MR. BERNDT Management For For
1B ELECTION OF DIRECTOR: MR. BUNCH Management For For
1C ELECTION OF DIRECTOR: MR. CHELLGREN Management For For
1D ELECTION OF DIRECTOR: MR. CLAY Management For For
1E ELECTION OF DIRECTOR: MS. JAMES Management For For
1F ELECTION OF DIRECTOR: MR. KELSON Management For For
1G ELECTION OF DIRECTOR: MR. LINDSAY Management For For
1H ELECTION OF DIRECTOR: MR. MASSARO Management For For
1I ELECTION OF DIRECTOR: MS. PEPPER Management For For
1J ELECTION OF DIRECTOR: MR. ROHR Management For For
1K ELECTION OF DIRECTOR: MR. SHEPARD Management For For
1L ELECTION OF DIRECTOR: MS. STEFFES Management For For
1M ELECTION OF DIRECTOR: MR. STRIGL Management For For
1N ELECTION OF DIRECTOR: MR. THIEKE Management For For
1O ELECTION OF DIRECTOR: MR. USHER Management For For
1P ELECTION OF DIRECTOR: MR. WALLS Management For For
1Q ELECTION OF DIRECTOR: MR. WEHMEIER Management For For
02 APPROVAL OF THE PNC FINANCIAL SERVICES GROUP, Management For For
INC. EMPLOYEE STOCK PURCHASE PLAN AS AMENDED
AND RESTATED AS OF JANUARY 1, 2009.
03 RATIFICATION OF THE AUDIT COMMITTEE'S Management For For
SELECTION OF PRICEWATERHOUSECOOPERS LLP AS
PNC'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR 2009.
04 APPROVAL OF AN ADVISORY VOTE ON EXECUTIVE Management For For
COMPENSATION.
05 A SHAREHOLDER PROPOSAL REGARDING EQUITY Shareholder Against For
OWNERSHIP, IF PROPERLY PRESENTED BEFORE THE
MEETING.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 64
The Gabelli Asset Fund
ROLLINS, INC.
SECURITY 775711104 MEETING TYPE Annual
TICKER SYMBOL ROL MEETING DATE 28-Apr-2009
ISIN US7757111049 AGENDA 933014970 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 GARY W. ROLLINS* For For
2 HENRY B. TIPPIE* For For
3 LARRY L. PRINCE* For For
4 GLEN W. ROLLINS** For For
FMC CORPORATION
SECURITY 302491303 MEETING TYPE Annual
TICKER SYMBOL FMC MEETING DATE 28-Apr-2009
ISIN US3024913036 AGENDA 933016049 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1A ELECTION OF CLASS II DIRECTOR FOR A THREE-YEAR Management For For
TERM EXPIRING IN 2012: PATRICIA A. BUFFLER
1B ELECTION OF CLASS II DIRECTOR FOR A THREE-YEAR Management For For
TERM EXPIRING IN 2012: G. PETER D'ALOIA
1C ELECTION OF CLASS II DIRECTOR FOR A THREE-YEAR Management For For
TERM EXPIRING IN 2012: C. SCOTT GREER
1D ELECTION OF CLASS II DIRECTOR FOR A THREE-YEAR Management For For
TERM EXPIRING IN 2012: PAUL J. NORRIS
1E ELECTION OF CLASS III DIRECTOR FOR A ONE-YEAR Management For For
TERM EXPIRING IN 2010: DIRK A. KEMPTHORNE
02 RATIFICATION OF THE APPOINTMENT OF INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM.
CH ENERGY GROUP, INC.
SECURITY 12541M102 MEETING TYPE Annual
TICKER SYMBOL CHG MEETING DATE 28-Apr-2009
ISIN US12541M1027 AGENDA 933022559 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 MANUEL J. IRAOLA For For
2 E. MICHEL KRUSE For For
3 ERNEST R. VEREBELYI For For
02 AMENDMENT TO RESTATED CERTIFICATE OF Management For For
INCORPORATION TO PROVIDE FOR THE ANNUAL
ELECTION OF DIRECTORS.
03 RATIFICATION OF APPOINTMENT OF THE Management For For
CORPORATION'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM.
FISHER COMMUNICATIONS, INC.
SECURITY 337756209 MEETING TYPE Annual
TICKER SYMBOL FSCI MEETING DATE 28-Apr-2009
ISIN US3377562091 AGENDA 933028688 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 DEBORAH L. BEVIER For For
2 PAUL A. BIBLE For For
3 DAVID LORBER For For
02 RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
03 SHAREHOLDER PROPOSAL REQUESTING THE Shareholder Against For
DECLASSIFICATION OF THE COMPANY'S BOARD OF
DIRECTORS.
04 SHAREHOLDER PROPOSAL AMENDING THE COMPANY'S Shareholder For Against
BYLAWS TO REQUIRE SHAREHOLDER APPROVAL OF
CERTAIN COMPANY ACQUISITIONS.
AGL RESOURCES INC.
SECURITY 001204106 MEETING TYPE Annual
TICKER SYMBOL AGL MEETING DATE 29-Apr-2009
ISIN US0012041069 AGENDA 933010972 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 CHARLES R. CRISP For For
2 WYCK A. KNOX, JR. For For
3 DENNIS M. LOVE For For
4 CHARLES H "PETE" MCTIER For For
5 HENRY C. WOLF For For
02 TO AMEND OUR ARTICLES OF INCORPORATION TO Management For For
ELIMINATE CLASSIFICATION OF THE BOARD OF
DIRECTORS.
03 TO RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2009.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 65
The Gabelli Asset Fund
DPL INC.
SECURITY 233293109 MEETING TYPE Annual
TICKER SYMBOL DPL MEETING DATE 29-Apr-2009
ISIN US2332931094 AGENDA 933011099 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 PAUL R. BISHOP For For
2 FRANK F. GALLAHER For For
3 GEN. L.L. LYLES (RET.) For For
02 RATIFICATION OF KPMG LLP AS INDEPENDENT PUBLIC Management For For
ACCOUNTANT.
SCRIPPS NETWORKS INTERACTIVE INC
SECURITY 811065101 MEETING TYPE Annual
TICKER SYMBOL SNI MEETING DATE 29-Apr-2009
ISIN US8110651010 AGENDA 933012558 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 DAVID A. GALLOWAY For For
2 DALE POND For For
3 RONALD W. TYSOE For For
NEWMONT MINING CORPORATION
SECURITY 651639106 MEETING TYPE Annual
TICKER SYMBOL NEM MEETING DATE 29-Apr-2009
ISIN US6516391066 AGENDA 933013586 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 G.A. BARTON For For
2 V.A. CALARCO For For
3 J.A. CARRABBA For For
4 N. DOYLE For For
5 V.M. HAGEN For For
6 M.S. HAMSON For For
7 R.J. MILLER For For
8 R.T. O'BRIEN For For
9 J.B. PRESCOTT For For
10 D.C. ROTH For For
11 J.V. TARANIK For For
12 S. THOMPSON For For
02 RATIFY THE AUDIT COMMITTEE'S APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS NEWMONT'S
INDEPENDENT AUDITORS FOR 2009.
03 CONSIDER AND ACT UPON A STOCKHOLDER PROPOSAL Shareholder Against For
REGARDING SPECIAL MEETINGS, AS SET FORTH IN
THE ACCOMPANYING PROXY STATEMENT, IF
INTRODUCED AT THE MEETING.
04 CONSIDER AND ACT UPON A STOCKHOLDER PROPOSAL Shareholder Against For
TO APPROVE MAJORITY VOTING FOR THE ELECTION OF
DIRECTORS IN A NON-CONTESTED ELECTION, AS SET
FORTH IN THE ACCOMPANYING PROXY STATEMENT, IF
INTRODUCED AT THE MEETING.
STRYKER CORPORATION
SECURITY 863667101 MEETING TYPE Annual
TICKER SYMBOL SYK MEETING DATE 29-Apr-2009
ISIN US8636671013 AGENDA 933013966 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 JOHN W. BROWN For For
2 HOWARD E. COX. JR. For For
3 DONALD M. ENGELMAN For For
4 LOUISE L. FRANCESCONI For For
5 HOWARD L. LANCE For For
6 STEPHEN P. MACMILLAN For For
7 WILLIAM U. PARFET For For
8 RONDA E. STRYKER For For
02 RATIFICATION OF THE APPOINTMENT OF ERNST & Management For For
YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2009.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 66
The Gabelli Asset Fund
BORGWARNER INC.
SECURITY 099724106 MEETING TYPE Annual
TICKER SYMBOL BWA MEETING DATE 29-Apr-2009
ISIN US0997241064 AGENDA 933014134 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 PHYLLIS O. BONANNO* For For
2 ALEXIS P. MICHAS* For For
3 RICHARD O. SCHAUM* For For
4 THOMAS T. STALLKAMP* For For
5 DENNIS C. CUNEO** For For
02 TO APPROVE AMENDMENTS TO THE COMPANY'S AMENDED Management For For
AND RESTATED 2004 STOCK INCENTIVE PLAN,
INCLUDING TO INCREASE THE AUTHORIZED COMMON
STOCK AVAILABLE FOR AWARDS UNDER THAT PLAN.
03 TO RATIFY THE APPOINTMENT OF PRICE WATERHOUSE Management For For
COOPERS LLP AS INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE COMPANY FOR 2009.
CEPHEID
SECURITY 15670R107 MEETING TYPE Annual
TICKER SYMBOL CPHD MEETING DATE 29-Apr-2009
ISIN US15670R1077 AGENDA 933014285 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1 DIRECTOR Management
1 JOHN L. BISHOP For For
2 THOMAS D. BROWN For For
3 DEAN O. MORTON For For
2 TO AMEND CEPHEID'S 2000 EMPLOYEE STOCK Management For For
PURCHASE PLAN TO INCREASE THE NUMBER OF SHARES
AVAILABLE THEREUNDER.
3 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP Management For For
AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM OF CEPHEID FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2009.
THE MCGRAW-HILL COMPANIES, INC.
SECURITY 580645109 MEETING TYPE Annual
TICKER SYMBOL MHP MEETING DATE 29-Apr-2009
ISIN US5806451093 AGENDA 933015174 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 SIR MICHAEL RAKE For For
2 KURT L. SCHMOKE For For
3 SIDNEY TAUREL For For
02 VOTE TO REAPPROVE PERFORMANCE GOALS UNDER OUR Management For For
2002 STOCK INCENTIVE PLAN.
03 VOTE TO RATIFY ERNST & YOUNG LLP AS OUR Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR 2009.
04 SHAREHOLDER PROPOSAL REQUESTING ELECTION OF Shareholder Against For
EACH DIRECTOR ANNUALLY.
05 SHAREHOLDER PROPOSAL REQUESTING ADOPTION OF Shareholder Against For
SIMPLE MAJORITY VOTE.
06 SHAREHOLDER PROPOSAL REQUESTING PUBLIC Shareholder Against For
DISCLOSURE OF CORPORATE POLICIES AND
PROCEDURES REGARDING POLITICAL CONTRIBUTIONS
AND THE AMOUNT OF SUCH CONTRIBUTIONS.
07 SHAREHOLDER PROPOSAL REQUESTING ELECTION OF Shareholder Against For
DIRECTORS BY MAJORITY VOTE.
08 SHAREHOLDER PROPOSAL REQUESTING ADOPTION OF Shareholder Against For
POLICY REQUIRING CHAIRMAN TO BE INDEPENDENT
DIRECTOR WHO HAS NOT PREVIOUSLY SERVED AS AN
EXECUTIVE OFFICER OF THE COMPANY.
BANK OF AMERICA CORPORATION
SECURITY 060505104 MEETING TYPE Annual
TICKER SYMBOL BAC MEETING DATE 29-Apr-2009
ISIN US0605051046 AGENDA 933016051 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1A ELECTION OF DIRECTOR: WILLIAM BARNET, III Management For For
1B ELECTION OF DIRECTOR: FRANK P. BRAMBLE, SR. Management For For
1C ELECTION OF DIRECTOR: VIRGIS W. COLBERT Management For For
1D ELECTION OF DIRECTOR: JOHN T. COLLINS Management For For
1E ELECTION OF DIRECTOR: GARY L. COUNTRYMAN Management For For
1F ELECTION OF DIRECTOR: TOMMY R. FRANKS Management For For
1G ELECTION OF DIRECTOR: CHARLES K. GIFFORD Management For For
1H ELECTION OF DIRECTOR: KENNETH D. LEWIS Management For For
1I ELECTION OF DIRECTOR: MONICA C. LOZANO Management For For
1J ELECTION OF DIRECTOR: WALTER E. MASSEY Management For For
1K ELECTION OF DIRECTOR: THOMAS J. MAY Management For For
1L ELECTION OF DIRECTOR: PATRICIA E. MITCHELL Management For For
1M ELECTION OF DIRECTOR: JOSEPH W. PRUEHER Management For For
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 67
The Gabelli Asset Fund
1N ELECTION OF DIRECTOR: CHARLES O. ROSSOTTI Management For For
1O ELECTION OF DIRECTOR: THOMAS M. RYAN Management For For
1P ELECTION OF DIRECTOR: O. TEMPLE SLOAN, JR. Management For For
1Q ELECTION OF DIRECTOR: ROBERT L. TILLMAN Management For For
1R ELECTION OF DIRECTOR: JACKIE M. WARD Management For For
02 RATIFICATION OF THE INDEPENDENT REGISTERED Management For For
PUBLIC ACCOUNTING FIRM FOR 2009
03 AN ADVISORY (NON-BINDING) VOTE APPROVING Management For For
EXECUTIVE COMPENSATION
04 STOCKHOLDER PROPOSAL - DISCLOSURE OF Shareholder Against For
GOVERNMENT EMPLOYMENT
05 STOCKHOLDER PROPOSAL - ADVISORY VOTE ON EXEC Shareholder Against For
COMP
06 STOCKHOLDER PROPOSAL - CUMULATIVE VOTING Shareholder Against For
07 STOCKHOLDER PROPOSAL - SPECIAL STOCKHOLDER Shareholder Against For
MEETINGS
08 STOCKHOLDER PROPOSAL - INDEPENDENT BOARD Shareholder Against For
CHAIRMAN
09 STOCKHOLDER PROPOSAL - PREDATORY CREDIT CARD Shareholder Against For
LENDING PRACTICES
10 STOCKHOLDER PROPOSAL - ADOPTION OF PRINCIPLES Shareholder Against For
FOR HEALTH CARE REFORM
11 STOCKHOLDER PROPOSAL - LIMITS ON EXEC COMP Shareholder Against For
BARRICK GOLD CORPORATION
SECURITY 067901108 MEETING TYPE Annual
TICKER SYMBOL ABX MEETING DATE 29-Apr-2009
ISIN CA0679011084 AGENDA 933017801 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 H.L. BECK For For
2 C.W.D. BIRCHALL For For
3 D.J. CARTY For For
4 G. CISNEROS For For
5 M.A. COHEN For For
6 P.A. CROSSGROVE For For
7 R.M. FRANKLIN For For
8 P.C. GODSOE For For
9 J.B. HARVEY For For
10 B. MULRONEY For For
11 A. MUNK For For
12 P. MUNK For For
13 A.W. REGENT For For
14 S.J. SHAPIRO For For
15 G.C. WILKINS For For
02 RESOLUTION APPROVING THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE AUDITORS OF
BARRICK AND AUTHORIZING THE DIRECTORS TO FIX
THEIR REMUNERATION.
03 SHAREHOLDER RESOLUTION SET OUT IN SCHEDULE B Shareholder Against For
TO THE ACCOMPANYING MANAGEMENT PROXY CIRCULAR.
EOG RESOURCES, INC.
SECURITY 26875P101 MEETING TYPE Annual
TICKER SYMBOL EOG MEETING DATE 29-Apr-2009
ISIN US26875P1012 AGENDA 933024197 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1A ELECTION OF DIRECTOR: GEORGE A. ALCORN Management For For
1B ELECTION OF DIRECTOR: CHARLES R. CRISP Management For For
1C ELECTION OF DIRECTOR: JAMES C. DAY Management For For
1D ELECTION OF DIRECTOR: MARK G. PAPA Management For For
1E ELECTION OF DIRECTOR: H. LEIGHTON STEWARD Management For For
1F ELECTION OF DIRECTOR: DONALD F. TEXTOR Management For For
1G ELECTION OF DIRECTOR: FRANK G. WISNER Management For For
02 TO RATIFY THE APPOINTMENT BY THE AUDIT Management For For
COMMITTEE OF THE BOARD OF DIRECTORS OF
DELOITTE & TOUCHE LLP, INDEPENDENT PUBLIC
ACCOUNTANTS, AS AUDITORS FOR THE COMPANY FOR
THE YEAR ENDING DECEMBER 31, 2009.
EBAY INC.
SECURITY 278642103 MEETING TYPE Annual
TICKER SYMBOL EBAY MEETING DATE 29-Apr-2009
ISIN US2786421030 AGENDA 933024426 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1A ELECTION OF DIRECTOR: MARC L. ANDREESSEN Management For For
1B ELECTION OF DIRECTOR: WILLIAM C. FORD, JR. Management For For
1C ELECTION OF DIRECTOR: DAWN G. LEPORE Management For For
1D ELECTION OF DIRECTOR: PIERRE M. OMIDYAR Management For For
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 68
The Gabelli Asset Fund
1E ELECTION OF DIRECTOR: RICHARD T. SCHLOSBERG, Management For For
III
02 TO APPROVE AMENDMENTS TO CERTAIN OF OUR Management Against Against
EXISTING EQUITY INCENTIVE PLANS TO ALLOW FOR A
ONE-TIME STOCK OPTION EXCHANGE PROGRAM FOR
EMPLOYEES OTHER THAN OUR NAMED EXECUTIVE
OFFICERS AND DIRECTORS.
03 TO APPROVE THE AMENDMENT AND RESTATEMENT OF Management Against Against
OUR 2008 EQUITY INCENTIVE AWARD PLAN TO
INCREASE THE AGGREGATE NUMBER OF SHARES
AUTHORIZED FOR ISSUANCE UNDER THE PLAN BY 50
MILLION SHARES AND TO ADD MARKET SHARES AND
VOLUME METRICS AS PERFORMANCE CRITERIA UNDER
THE PLAN.
04 TO RATIFY THE SELECTION OF Management For For
PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT
AUDITORS FOR OUR FISCAL YEAR ENDING DECEMBER
31, 2009.
CIRCOR INTERNATIONAL, INC.
SECURITY 17273K109 MEETING TYPE Annual
TICKER SYMBOL CIR MEETING DATE 29-Apr-2009
ISIN US17273K1097 AGENDA 933025478 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 DAVID F. DIETZ For For
2 DOUGLAS M. HAYES For For
3 THOMAS E. NAUGLE For For
02 TO RATIFY THE SELECTION OF GRANT THORNTON LLP Management For For
AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2009.
PROVIDENCE AND WORCESTER RAILROAD CO.
SECURITY 743737108 MEETING TYPE Annual
TICKER SYMBOL PWX MEETING DATE 29-Apr-2009
ISIN US7437371088 AGENDA 933031267 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 RICHARD ANDERSON For For
2 ROBERT EDER For For
3 JOHN HEALY For For
4 PAUL TITTERTON For For
VIVENDI
SECURITY F97982106 MEETING TYPE Annual General Meeting
TICKER SYMBOL VIV.PA MEETING DATE 30-Apr-2009
ISIN FR0000127771 AGENDA 701836667 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
PLEASE NOTE THAT THIS IS AN MIX MEETING. THANK Non-Voting
YOU.
French Resident Shareowners must complete, Non-Voting
sign and forward the Proxy Card dir-ectly to
the sub custodian. Please contact your Client
Service Representative-to obtain the necessary
card, account details and directions. The
following-applies to Non- Resident
Shareowners: Proxy Cards: Voting instructions
will b-e forwarded to the Global Custodians
that have become Registered Intermediarie-s,
on the Vote Deadline Date. In capacity as
Registered Intermediary, the Glob-al Custodian
will sign the Proxy Card and forward to the
local custodian. If y-ou are unsure whether
your Global Custodian acts as Registered
Intermediary, p-lease contact your
representative
PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY Non-Voting
VALID VOTE OPTIONS ARE "FOR" AN-D "AGAINST" A
VOTE OF "ABSTAIN" WILL BE TREATED AS AN
"AGAINST" VOTE.
O.1 Approve the financial statements and statutory Management For For
reports
O.2 Approve the consolidated financial statements Management For For
and statutory reports
O.3 Approve the treatment of losses and allocation Management For For
of dividends of EUR 1.40 per share
O.4 Grant Authority for the payment of dividends Management For For
by shares
O.5 Approve the Auditors' special report regarding Management For For
related-party transactions
O.6 Approve the transaction with Jean-Bernard Levy Management For For
related to severance payments
O.7 Elect Mr. Maureen Chiquet as a Supervisory Management For For
Board Member
O.8 Elect Mr. Christophe De Margerie as a Management For For
Supervisory Board Member
O.9 Grant authority for the repurchase of up to Management For For
10% of issued share capital
E.10 Approve the reduction in share capital via Management For For
cancellation of repurchased shares
E.11 Grant authority for the issuance of equity or Management For For
equity-linked securities with preemptive
rights up to aggregate nominal amount of EUR
1.5 Billion
E.12 Grant authority for the issuance of equity or Management For For
equity-linked securities without preemptive
rights up to amount of EUR 800 million
E.13 Authorize the Board to increase capital in the Management For For
event of additional demand related to
delegation submitted to shareholder vote under
items 11 and 12
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 69
The Gabelli Asset Fund
E.14 Grant authority to the capital increase of up Management For For
to 10% of issued capital for future
acquisitions
E.15 Approve the Employees Stock Option Plan Management For For
E.16 Approve the Stock Purchase Plan reserved for Management For For
Employees of International Subsidiaries
E.17 Grant authority for the capitalization of Management For For
reserves of up to EUR 800 million for bonus
issue or increase in par value
E.18 Grant authority for the filing of required Management For For
documents/other formalities
DAVIDE CAMPARI - MILANO SPA, MILANO
SECURITY T24091117 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL DVDCF.PK MEETING DATE 30-Apr-2009
ISIN IT0003849244 AGENDA 701856025 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting
REACH QUORUM, THERE WILL BE A SE-COND CALL ON
04 MAY 2009. CONSEQUENTLY, YOUR VOTING
INSTRUCTIONS WILL REMAIN V-ALID FOR ALL CALLS
UNLESS THE AGENDA IS AMENDED. PLEASE BE ALSO
ADVISED THAT Y-OUR SHARES WILL BE BLOCKED
UNTIL THE QUORUM IS MET OR THE MEETING IS
CANCELLED-. THANK YOU.
1. Approve the financial statement at 12 DEC Management No
2008, any adjournment thereof Action
2. Approve the Stock Option Plan Management No
Action
3. Grant authority to buy and sell own shares Management No
Action
ROLLS-ROYCE GROUP PLC
SECURITY G7630U109 MEETING TYPE Annual General Meeting
TICKER SYMBOL RR.L MEETING DATE 30-Apr-2009
ISIN GB0032836487 AGENDA 701859730 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1. Receive the financial statements and statutory Management For For
reports
2. Approve the remuneration report Management For For
3. Elect Mr. John Neill as a Director Management For For
4. Re-elect Mr. Peter Byrom as a Director Management For For
5. Re-elect Mr. Iain Conn as a Director Management For For
6. Re-elect Mr. James Guyette as a Director Management For For
7. Re-elect Mr. John Rishton as a Director Management For For
8. Re-elect Mr. Simon Robertson as a Director Management For For
9. Re-appoint KPMG Audit Plc as the Auditors and Management For For
authorize the Board to determine their
remuneration
10. Authorize the Directors to capitalize GBP Management For For
350,000,000 standing to the credit of the
Company's merger reserve, capital redemption
reserve and/or such other reserves issue
equity with pre-emptive rights up to aggregate
nominal amount of GBP 350,000,000 [C shares]
11. Authorize the Company and its subsidiaries to Management For For
make EU political donations to political
parties and/or independent election
candidates, to political organizations other
than political parties and incur EU political
expenditure up to GBP 50,000
12. Grant authority to issue the equity or Management For For
equity-linked securities with pre-emptive
rights up to aggregate nominal amount of GBP
124,899,130
13. Grant authority to issue the equity or Management For For
equity-linked securities without pre-emptive
rights up to aggregate nominal amount of GBP
18,734,869
14. Grant authority to 185,137,887 ordinary shares Management For For
for market purchase
THE HERSHEY COMPANY
SECURITY 427866108 MEETING TYPE Annual
TICKER SYMBOL HSY MEETING DATE 30-Apr-2009
ISIN US4278661081 AGENDA 933007470 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 R.F. CAVANAUGH For For
2 C.A. DAVIS For For
3 A.G. LANGBO For For
4 J.E. NEVELS For For
5 T.J. RIDGE For For
6 D.L. SHEDLARZ For For
7 C.B. STRAUSS For For
8 D.J. WEST For For
9 L.S. ZIMMERMAN For For
02 RATIFY APPOINTMENT OF KPMG LLP AS INDEPENDENT Management For For
AUDITORS FOR 2009.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 70
The Gabelli Asset Fund
JANUS CAPITAL GROUP INC.
SECURITY 47102X105 MEETING TYPE Annual
TICKER SYMBOL JNS MEETING DATE 30-Apr-2009
ISIN US47102X1054 AGENDA 933011063 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1A ELECTION OF DIRECTOR: STEVEN L. SCHEID Management For For
(CHAIRMAN)
1B ELECTION OF DIRECTOR: TIMOTHY K. ARMOUR Management For For
1C ELECTION OF DIRECTOR: J. RICHARD FREDERICKS Management For For
1D ELECTION OF DIRECTOR: LAWRENCE E. KOCHARD Management For For
1E ELECTION OF DIRECTOR: LANDON H. ROWLAND Management For For
2 RATIFICATION OF THE APPOINTMENT OF DELOITTE & Management For For
TOUCHE LLP AS INDEPENDENT AUDITOR
CHURCH & DWIGHT CO., INC.
SECURITY 171340102 MEETING TYPE Annual
TICKER SYMBOL CHD MEETING DATE 30-Apr-2009
ISIN US1713401024 AGENDA 933011380 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 T. ROSIE ALBRIGHT For For
2 RAVICHANDRA K. SALIGRAM For For
3 ROBERT K. SHEARER For For
02 RATIFICATION OF THE APPOINTMENT OF DELOITTE & Management For For
TOUCHE LLP AS OUR INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM TO AUDIT THE CHURCH &
DWIGHT CO., INC. 2009 CONSOLIDATED FINANCIAL
STATEMENTS.
CORNING INCORPORATED
SECURITY 219350105 MEETING TYPE Annual
TICKER SYMBOL GLW MEETING DATE 30-Apr-2009
ISIN US2193501051 AGENDA 933011570 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTORS Management
1 JAMES B. FLAWS For For
2 JAMES R. HOUGHTON For For
3 JAMES J. O'CONNOR For For
4 DEBORAH D. RIEMAN For For
5 PETER F. VOLANAKIS For For
6 MARK S. WRIGHTON For For
02 RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS CORNING'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR FISCAL YEAR ENDING DECEMBER 31, 2009.
03 SHAREHOLDER PROPOSAL REGARDING A DIRECTOR Shareholder Against For
ELECTION MAJORITY VOTE STANDARD.
04 SHAREHOLDER PROPOSAL RELATING TO THE ELECTION Shareholder Against For
OF EACH DIRECTOR ANNUALLY.
NSTAR
SECURITY 67019E107 MEETING TYPE Annual
TICKER SYMBOL NST MEETING DATE 30-Apr-2009
ISIN US67019E1073 AGENDA 933012863 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 THOMAS G. DIGNAN, JR. For For
2 MATINA S. HORNER For For
3 GERALD L. WILSON For For
02 TO RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR
2009.
03 TO AMEND SECTION 52 OF THE COMPANY'S Management For For
DECLARATION OF TRUST TO REQUIRE A MAJORITY
VOTE STANDARD FOR THE ELECTION OF TRUSTEES IN
UNCONTESTED ELECTIONS.
LIFE TECHNOLOGIES CORPORATION
SECURITY 53217V109 MEETING TYPE Annual
TICKER SYMBOL LIFE MEETING DATE 30-Apr-2009
ISIN US53217V1098 AGENDA 933015035 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1 DIRECTOR Management
1 DONALD W. GRIMM For For
2 GREGORY T. LUCIER For For
3 PER A. PETERSON, PHD For For
4 WILLIAM S. SHANAHAN For For
5 ARNOLD J. LEVINE, PHD For For
2 RATIFICATION OF THE APPOINTMENT OF ERNST & Management For For
YOUNG LLP AS INDEPENDENT AUDITORS OF THE
COMPANY FOR FISCAL YEAR 2009
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 71
The Gabelli Asset Fund
3 AMENDMENT OF THE INVITROGEN CORPORATION 1998 Management For For
EMPLOYEE STOCK PURCHASE PLAN
4 ADOPTION OF THE LIFE TECHNOLOGIES CORPORATION Management For For
1999 EMPLOYEE STOCK PURCHASE PLAN
5 ADOPTION OF THE COMPANY'S 2009 EQUITY Management Against Against
INCENTIVE PLAN
PENTAIR, INC.
SECURITY 709631105 MEETING TYPE Annual
TICKER SYMBOL PNR MEETING DATE 30-Apr-2009
ISIN US7096311052 AGENDA 933016140 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 ELECTION OF DIRECTOR: CHARLES A. HAGGERTY Management For For
02 ELECTION OF DIRECTOR: RANDALL J. HOGAN Management For For
03 ELECTION OF DIRECTOR: DAVID A. JONES Management For For
04 TO APPROVE OUR EXECUTIVE OFFICER PERFORMANCE Management For For
PLAN FOR PURPOSES OF INTERNAL REVENUE CODE
162(M).
05 TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE Management For For
LLP AS OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2009.
MYERS INDUSTRIES, INC.
SECURITY 628464109 MEETING TYPE Annual
TICKER SYMBOL MYE MEETING DATE 30-Apr-2009
ISIN US6284641098 AGENDA 933020050 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR
1 KEITH A. BROWN For For
2 VINCENT C. BYRD For For
3 EDWARD F. CRAWFORD For Against
4 CLARENCE A. DAVIS For Against
5 STEPHEN E. MYERS For For
6 GARY DAVIS For Against
7 AVRUM GRAY For Against
8 JON H. OUTCALT For For
9 ROBERT A. STEFANKO For For
02 TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE Management
COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR FISCAL 2009. For For
03 TO APPROVE THE ADOPTION OF THE 2008 INCENTIVE Management
STOCK PLAN. Against Against
04 TO APPROVE AND ADOPT AN AMENDMENT TO THE CODE Management
OF REGULATIONS. Against Against
DEUTSCHE TELEKOM AG
SECURITY 251566105 MEETING TYPE Annual
TICKER SYMBOL DT MEETING DATE 30-Apr-2009
ISIN US2515661054 AGENDA 933022066 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
02 RESOLUTION ON THE APPROPRIATION OF NET INCOME. Management For
03 RESOLUTION ON THE APPROVAL OF THE ACTIONS OF Management For
THE MEMBERS OF THE BOARD OF MANAGEMENT FOR THE
2008 FINANCIAL YEAR.
04 POSTPONEMENT OF THE RESOLUTION ON THE APPROVAL Management For
OF THE ACTIONS OF DR. KLAUS ZUMWINKEL, WHO
RESIGNED FROM THE SUPERVISORY BOARD.
05 RESOLUTION ON THE APPROVAL OF THE ACTIONS OF Management For
THE MEMBERS OF THE SUPERVISORY BOARD FOR THE
2008 FINANCIAL YEAR.
06 RESOLUTION ON THE APPOINTMENT OF THE Management For
INDEPENDENT AUDITOR AND THE GROUP AUDITOR FOR
THE 2009 FINANCIAL YEAR.
07 AUTHORIZATION TO ACQUIRE TREASURY SHARES & USE Management For
THEM WITH EXCLUSION OF SUBSCRIPTION RIGHTS.
08 ELECTION OF A SUPERVISORY BOARD MEMBER. Management For
09 ELECTION OF A SUPERVISORY BOARD MEMBER. Management For
10 RESOLUTION ON THE APPROVAL OF THE CONTROL AND Management For
PROFIT AND LOSS TRANSFER AGREEMENT WITH
INTERACTIVE MEDIA CCSP GMBH.
11 CANCELLATION OF AUTHORIZED CAPITAL 2004 AND Management For
CREATION OF AUTHORIZED CAPITAL 2009/I AGAINST
NON- CASH CONTRIBUTIONS.
12 CANCELLATION OF AUTHORIZED CAPITAL 2006 & Management For
CREATION OFAUTHORIZED CAPITAL 2009/II AGAINST
CASH AND/OR NON-CASH CONTRIBUTIONS.
13 RESOLUTION ON THE AMENDMENT TO 15 (2) OF THE Management For
ARTICLES OF INCORPORATION.
14 RESOLUTION ON THE AMENDMENT TO 16 (1) AND (2) Management For
OF THE ARTICLES OF INCORPORATION.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 72
The Gabelli Asset Fund
ALLERGAN, INC.
SECURITY 018490102 MEETING TYPE Annual
TICKER SYMBOL AGN MEETING DATE 30-Apr-2009
ISIN US0184901025 AGENDA 933026812 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1A ELECTION OF DIRECTOR: HERBERT W. BOYER, PH.D. Management For For
1B ELECTION OF DIRECTOR: ROBERT A. INGRAM Management For For
1C ELECTION OF DIRECTOR: DAVID E.I. PYOTT Management For For
1D ELECTION OF DIRECTOR: RUSSELL T. RAY Management For For
02 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP Management For For
AS OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR FISCAL YEAR 2009.
03 TO APPROVE A STOCKHOLDER PROPOSAL REGARDING Shareholder Against For
ADDITIONAL ANIMAL TESTING DISCLOSURE.
DTE ENERGY COMPANY
SECURITY 233331107 MEETING TYPE Annual
TICKER SYMBOL DTE MEETING DATE 30-Apr-2009
ISIN US2333311072 AGENDA 933031130 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 GERARD M. ANDERSON For For
2 JOHN E. LOBBIA For For
3 EUGENE A. MILLER For For
4 MARK A. MURRAY For For
5 CHARLES W. PRYOR, JR. For For
6 RUTH G. SHAW For For
02 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Management For For
PRICEWATERHOUSECOOPERS LLP
03 SHAREHOLDER PROPOSAL REGARDING POLITICAL Shareholder Against For
CONTRIBUTIONS
04 SHAREHOLDER PROPOSAL REGARDING ELECTION OF Shareholder For For
DIRECTORS BY MAJORITY VOTE
COACHMEN INDUSTRIES, INC.
SECURITY 189873102 MEETING TYPE Annual
TICKER SYMBOL COA MEETING DATE 30-Apr-2009
ISIN US1898731021 AGENDA 933031748 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 DONALD W. HUDLER For For
2 JOHN A. GOEBEL For For
02 TO AMEND THE ARTICLES OF INCORPORATION OF THE Management Against Against
COMPANY TO AUTHORIZE THE ISSUANCE OF UP TO
10,000,000 SHARES OF PREFERRED STOCK.
GRUPO TELEVISA, S.A.B.
SECURITY 40049J206 MEETING TYPE Special
TICKER SYMBOL TV MEETING DATE 30-Apr-2009
ISIN US40049J2069 AGENDA 933059366 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
I APPOINTMENT OR RATIFICATION, AS THE CASE MAY Management For
BE, OF THE MEMBERS OF THE BOARD OF DIRECTORS
TO BE APPOINTED AT THIS MEETING PURSUANT TO
ARTICLES TWENTY SIXTH, TWENTY SEVENTH AND
OTHER APPLICABLE ARTICLES OF THE CORPORATE
BY-LAWS.
II APPOINTMENT OF DELEGATES TO CARRY OUT AND Management For
FORMALIZE THE RESOLUTIONS ADOPTED AT THIS
MEETING.
GRUPO TELEVISA, S.A.B.
SECURITY 40049J206 MEETING TYPE Special
TICKER SYMBOL TV MEETING DATE 30-Apr-2009
ISIN US40049J2069 AGENDA 933061373 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
S1 APPOINTMENT OR RATIFICATION, AS THE CASE MAY Management For
BE, OF THE MEMBERS OF THE BOARD OF DIRECTORS
TO BE APPOINTED AT THIS MEETING.
S2 APPOINTMENT OF DELEGATES TO CARRY OUT AND Management For
FORMALIZE THE RESOLUTIONS ADOPTED AT THIS
MEETING.
O1 PRESENTATION AND, IN ITS CASE, APPROVAL OF THE Management For
REPORTS REFERRED TO IN ARTICLE 28, PARAGRAPH
IV OF THE SECURITIES MARKET LAW.
O2 PRESENTATION OF THE REPORT REGARDING CERTAIN Management For
FISCAL OBLIGATIONS OF COMPANY, ALL AS MORE
FULLY DESCRIBED IN THE PROXY STATEMENT.
O3 RESOLUTION REGARDING THE ALLOCATION OF FINAL Management For
RESULTS FOR THE YEAR ENDED ON DECEMBER 31,
2008.
O4 RESOLUTION (I) AMOUNT MAY BE ALLOCATED TO Management For
REPURCHASE SHARES PURSUANT TO ARTICLE 56, (II)
PRESENTATION OF REPORT ON POLICIES.
O5 APPOINTMENT OR RATIFICATION, OF THE MEMBERS Management For
THAT SHALL CONFORM BOARD, SECRETARY,
ALTERNATIVE SECRETARIES AND OFFICERS.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 73
The Gabelli Asset Fund
O6 APPOINTMENT OR RATIFICATION, AS THE CASE MAY Management For
BE, OF MEMBERS THAT SHALL CONFORM THE
EXECUTIVE COMMITTEE.
O7 APPOINTMENT OR RATIFICATION, AS THE CASE MAY Management For
BE, OF THE CHAIRMAN OF THE AUDIT COMMITTEE AND
OF THE CHAIRMAN OF THE COMMITTEE.
O8 COMPENSATION TO MEMBERS OF THE BOARD OF Management For
DIRECTORS, OF EXECUTIVE COMMITTEE, ALL AS MORE
FULLY DESCRIBED IN THE PROXY STATEMENT.
O9 APPOINTMENT OF DELEGATES WHO WILL CARRY OUT Management For
AND FORMALIZE THE RESOLUTIONS ADOPTED AT THIS
MEETING.
E1 RESOLUTION REGARDING THE CANCELLATION OF Management For
SHARES AND THE RESULTING DECREASE OF THE
CAPITAL STOCK.
E2 APPOINTMENT OF DELEGATES WHO WILL CARRY OUT Management For
AND FORMALIZE THE RESOLUTIONS ADOPTED AT THIS
MEETING.
THE PHOENIX COMPANIES, INC.
SECURITY 71902E109 MEETING TYPE Annual
TICKER SYMBOL PNX MEETING DATE 01-May-2009
ISIN US71902E1091 AGENDA 933013889 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 PETER C. BROWNING For For
2 SANFORD CLOUD, JR. For For
3 GORDON J. DAVIS, ESQ For For
4 JERRY J. JASINOWSKI For For
5 AUGUSTUS K. OLIVER II For For
02 RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM OF THE
COMPANY FOR THE YEAR ENDING DECEMBER 31, 2009
03 APPROVAL OF CONTINUED USE OF THE PERFORMANCE Management For For
GOALS UNDER THE COMPANY'S 2003 RESTRICTED
STOCK, RESTRICTED STOCK UNIT AND LONG-TERM
INCENTIVE PLAN AND ANNUAL INCENTIVE PLAN FOR
EXECUTIVE OFFICERS
04 GRANT TO THE BOARD OF DISCRETIONARY AUTHORITY Management For For
TO EFFECT A REVERSE STOCK SPLIT AND A
REDUCTION IN AUTHORIZED SHARES OF COMMON STOCK
CINCINNATI BELL INC.
SECURITY 171871106 MEETING TYPE Annual
TICKER SYMBOL CBB MEETING DATE 01-May-2009
ISIN US1718711062 AGENDA 933014780 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 BRUCE L. BYRNES For For
2 JAKKI L. HAUSSLER For For
3 MARK LAZARUS For For
4 CRAIG F. MAIER For For
5 ALEX SHUMATE For For
02 THE APPROVAL OF A PROPOSAL TO AMEND THE Management Against Against
CINCINNATI BELL INC. 2007 LONG TERM INCENTIVE
PLAN TO INCREASE THE NUMBER OF SHARES
AVAILABLE FOR ISSUANCE UNDER THE 2007 LONG
TERM INCENTIVE PLAN BY 10,000,000 COMMON
SHARES AND TO MODIFY THE LIMITS OF CERTAIN
AWARD TYPES, INCLUDING FULL VALUE SHARE
AWARDS, THAT MAY BE GRANTED UNDER THE 2007
LONG TERM INCENTIVE PLAN.
03 THE RATIFICATION OF THE APPOINTMENT OF Management For For
DELOITTE & TOUCHE LLP AS THE INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM TO AUDIT THE
FINANCIAL STATEMENTS OF THE COMPANY FOR THE
YEAR 2009.
WORLD WRESTLING ENTERTAINMENT, INC.
SECURITY 98156Q108 MEETING TYPE Annual
TICKER SYMBOL WWE MEETING DATE 01-May-2009
ISIN US98156Q1085 AGENDA 933015085 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 VINCENT K. MCMAHON For For
2 LINDA E. MCMAHON For For
3 DAVID KENIN For For
4 JOSEPH H. PERKINS For For
5 FRANK A. RIDDICK, III For For
6 MICHAEL B. SOLOMON For For
7 JEFFREY R. SPEED For For
8 LOWELL P. WEICKER, JR. For For
9 DONNA GOLDSMITH For For
10 KEVIN DUNN For For
02 RATIFICATION OF DELOITTE & TOUCHE LLP AS OUR Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
03 SUCH OTHER BUSINESS AS MAY PROPERLY COME Management For For
BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 74
The Gabelli Asset Fund
THE BRINK'S COMPANY
SECURITY 109696104 MEETING TYPE Annual
TICKER SYMBOL BCO MEETING DATE 01-May-2009
ISIN US1096961040 AGENDA 933016164 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 ROGER G. ACKERMAN** For For
2 BETTY C. ALEWINE* For For
3 MICHAEL J. HERLING* For For
4 THOMAS C. SCHIEVELBEIN* For For
5 ROBERT J. STRANG** For For
02 APPROVE THE AUDIT AND ETHICS COMMITTEE'S Management For For
SELECTION OF KPMG LLP AS AN INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM TO AUDIT THE
ACCOUNTS OF THE COMPANY AND ITS SUBSIDIARIES
FOR THE FISCAL YEAR ENDING DECEMBER 31, 2009.
IMS HEALTH INCORPORATED
SECURITY 449934108 MEETING TYPE Annual
TICKER SYMBOL RX MEETING DATE 01-May-2009
ISIN US4499341083 AGENDA 933027117 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1A ELECTION OF DIRECTOR: H. EUGENE LOCKHART Management For For
1B ELECTION OF DIRECTOR: BRADLEY T. SHEARES Management For For
02 RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2009.
03 APPROVAL OF THE AMENDMENTS TO THE RESTATED Management For For
CERTIFICATE OF INCORPORATION TO ELIMINATE THE
SUPERMAJORITY VOTE PROVISIONS.
BERKSHIRE HATHAWAY INC.
SECURITY 084670108 MEETING TYPE Annual
TICKER SYMBOL BRKA MEETING DATE 02-May-2009
ISIN US0846701086 AGENDA 933011049 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 WARREN E. BUFFETT For For
2 CHARLES T. MUNGER For For
3 HOWARD G. BUFFETT For For
4 SUSAN L. DECKER For For
5 WILLIAM H. GATES III For For
6 DAVID S. GOTTESMAN For For
7 CHARLOTTE GUYMAN For For
8 DONALD R. KEOUGH For For
9 THOMAS S. MURPHY For For
10 RONALD L. OLSON For For
11 WALTER SCOTT, JR. For For
02 TO APPROVE THE SHAREHOLDER PROPOSAL WITH Shareholder Against For
RESPECT TO THE PRODUCTION OF A SUSTAINABILITY
REPORT.
BALDOR ELECTRIC COMPANY
SECURITY 057741100 MEETING TYPE Annual
TICKER SYMBOL BEZ MEETING DATE 02-May-2009
ISIN US0577411004 AGENDA 933038007 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 MERLIN J. AUGUSTINE, JR For For
2 JOHN A. MCFARLAND For For
3 ROBERT L. PROOST For For
02 RATIFY APPOINTMENT OF AUDITORS Management For For
03 AMENDMENT TO 2006 EQUITY INCENTIVE PLAN Management Against Against
04 APPROVAL OF PLAN FOR TAX DEDUCTIBLE EXECUTIVE Management For For
INCENTIVE COMPENSATION
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 75
The Gabelli Asset Fund
ZIMMER HOLDINGS, INC.
SECURITY 98956P102 MEETING TYPE Annual
TICKER SYMBOL ZMH MEETING DATE 04-May-2009
ISIN US98956P1021 AGENDA 933017091 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1A ELECTION OF DIRECTOR: BETSY J. BERNARD Management For For
1B ELECTION OF DIRECTOR: MARC N. CASPER Management For For
1C ELECTION OF DIRECTOR: DAVID C. DVORAK Management For For
1D ELECTION OF DIRECTOR: ROBERT A. HAGEMANN Management For For
1E ELECTION OF DIRECTOR: ARTHUR J. HIGGINS Management For For
1F ELECTION OF DIRECTOR: CECIL B. PICKETT, PH.D. Management For For
1G ELECTION OF DIRECTOR: AUGUSTUS A. WHITE, III, Management For For
M.D., PH.D.
02 RATIFICATION OF APPOINTMENT OF INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM
03 APPROVAL OF THE 2009 STOCK INCENTIVE PLAN Management Against Against
04 APPROVAL OF AN EXTENSION OF THE STOCK PLAN FOR Management For For
NON-EMPLOYEE DIRECTORS
05 APPROVAL OF AN EXTENSION OF THE RESTATED Management For For
DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE
DIRECTORS
MOTOROLA, INC.
SECURITY 620076109 MEETING TYPE Annual
TICKER SYMBOL MOT MEETING DATE 04-May-2009
ISIN US6200761095 AGENDA 933018257 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1A ELECTION OF DIRECTOR: G. BROWN Management For For
1B ELECTION OF DIRECTOR: D. DORMAN Management For For
1C ELECTION OF DIRECTOR: W. HAMBRECHT Management For For
1D ELECTION OF DIRECTOR: S. JHA Management For For
1E ELECTION OF DIRECTOR: J. LEWENT Management For For
1F ELECTION OF DIRECTOR: K. MEISTER Management For For
1G ELECTION OF DIRECTOR: T. MEREDITH Management For For
1H ELECTION OF DIRECTOR: S. SCOTT III Management For For
1I ELECTION OF DIRECTOR: R. SOMMER Management For For
1J ELECTION OF DIRECTOR: J. STENGEL Management For For
1K ELECTION OF DIRECTOR: A. VINCIQUERRA Management For For
1L ELECTION OF DIRECTOR: D. WARNER III Management For For
1M ELECTION OF DIRECTOR: J. WHITE Management For For
02 AMENDMENT TO THE COMPANY'S RESTATED Management For For
CERTIFICATE OF INCORPORATION TO CHANGE PAR
VALUE
03 AMENDMENT TO EXISTING EQUITY PLANS TO PERMIT A Management Against Against
ONE-TIME STOCK OPTION EXCHANGE PROGRAM
04 AMENDMENT TO THE MOTOROLA EMPLOYEE STOCK Management For For
PURCHASE PLAN OF 1999
05 STOCKHOLDER ADVISORY VOTE ON EXECUTIVE Management For For
COMPENSATION
06 RATIFICATION OF APPOINTMENT OF INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM
07 SHAREHOLDER PROPOSAL RE: CUMULATIVE VOTING Shareholder Against For
08 SHAREHOLDER PROPOSAL RE: SPECIAL SHAREOWNER Shareholder Against For
MEETINGS
09 SHAREHOLDER PROPOSAL RE: A GLOBAL SET OF Shareholder Against For
CORPORATE STANDARDS AT MOTOROLA FOR HUMAN
RIGHTS
TOOTSIE ROLL INDUSTRIES, INC.
SECURITY 890516107 MEETING TYPE Annual
TICKER SYMBOL TR MEETING DATE 04-May-2009
ISIN US8905161076 AGENDA 933018423 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 MELVIN J. GORDON For For
2 ELLEN R. GORDON For For
3 LANE JANE LEWIS-BRENT For For
4 BARRE A. SEIBERT For For
5 RICHARD P. BERGEMAN For For
02 RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
FISCAL YEAR 2009.
TRINITY INDUSTRIES, INC.
SECURITY 896522109 MEETING TYPE Annual
TICKER SYMBOL TRN MEETING DATE 04-May-2009
ISIN US8965221091 AGENDA 933035429 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 JOHN L. ADAMS For For
2 RHYS J. BEST For For
3 DAVID W. BIEGLER For For
4 LELDON E. ECHOLS For For
5 RONALD J. GAFFORD For For
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 76
The Gabelli Asset Fund
6 RONALD W. HADDOCK For For
7 JESS T. HAY For For
8 ADRIAN LAJOUS For For
9 DIANA S. NATALICIO For For
10 TIMOTHY R. WALLACE For For
02 TO APPROVE RATIFICATION OF THE APPOINTMENT OF Management For For
ERNST & YOUNG LLP AS INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR ENDING
DECEMBER 31, 2009.
THE TRAVELERS COMPANIES, INC.
SECURITY 89417E109 MEETING TYPE Annual
TICKER SYMBOL TRV MEETING DATE 05-May-2009
ISIN US89417E1091 AGENDA 933009703 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1A ELECTION OF DIRECTOR: ALAN L. BELLER Management For For
1B ELECTION OF DIRECTOR: JOHN H. DASBURG Management For For
1C ELECTION OF DIRECTOR: JANET M. DOLAN Management For For
1D ELECTION OF DIRECTOR: KENNETH M. DUBERSTEIN Management For For
1E ELECTION OF DIRECTOR: JAY S. FISHMAN Management For For
1F ELECTION OF DIRECTOR: LAWRENCE G. GRAEV Management For For
1G ELECTION OF DIRECTOR: PATRICIA L. HIGGINS Management For For
1H ELECTION OF DIRECTOR: THOMAS R. HODGSON Management For For
1I ELECTION OF DIRECTOR: CLEVE L. KILLINGSWORTH, Management For For
JR.
1J ELECTION OF DIRECTOR: ROBERT I. LIPP Management For For
1K ELECTION OF DIRECTOR: BLYTHE J. MCGARVIE Management For For
1L ELECTION OF DIRECTOR: LAURIE J. THOMSEN Management For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP Management For For
AS TRAVELERS' INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2009.
03 TO RE-APPROVE THE MATERIAL TERMS OF THE Management For For
PERFORMANCE GOALS UNDER TRAVELERS' AMENDED AND
RESTATED 2004 STOCK INCENTIVE PLAN.
04 SHAREHOLDER PROPOSAL RELATING TO POLITICAL Shareholder Against For
CONTRIBUTIONS.
BAXTER INTERNATIONAL INC.
SECURITY 071813109 MEETING TYPE Annual
TICKER SYMBOL BAX MEETING DATE 05-May-2009
ISIN US0718131099 AGENDA 933016974 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1A ELECTION OF DIRECTOR: WALTER E. BOOMER Management For For
1B ELECTION OF DIRECTOR: JAMES R. GAVIN III, Management For For
M.D., PH.D.
1C ELECTION OF DIRECTOR: PETER S. HELLMAN Management For For
1D ELECTION OF DIRECTOR: K.J. STORM Management For For
02 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC Management For For
ACCOUNTING FIRM
03 SHAREHOLDER PROPOSAL RELATING TO ANIMAL TESTING Shareholder Against For
GREAT PLAINS ENERGY INCORPORATED
SECURITY 391164100 MEETING TYPE Annual
TICKER SYMBOL GXP MEETING DATE 05-May-2009
ISIN US3911641005 AGENDA 933016998 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 D.L. BODDE For For
2 M.J. CHESSER For For
3 W.H. DOWNEY For For
4 R.C. FERGUSON, JR. For For
5 G.D. FORSEE For For
6 J.A. MITCHELL For For
7 W.C. NELSON For For
8 L.H. TALBOTT For For
9 R.H. WEST For For
02 RATIFICATION OF APPOINTMENT OF DELOITTE & Management For For
TOUCHE LLP AS INDEPENDENT AUDITORS FOR 2009.
03 THE APPROVAL OF AN AMENDMENT TO THE COMPANY'S Management For For
ARTICLES OF INCORPORATION TO INCREASE THE
NUMBER OF AUTHORIZED SHARES OF COMMON STOCK,
WITHOUT PAR VALUE, FROM 150,000,000 TO
250,000,000.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 77
The Gabelli Asset Fund
THE E.W. SCRIPPS COMPANY
SECURITY 811054402 MEETING TYPE Annual
TICKER SYMBOL SSP MEETING DATE 05-May-2009
ISIN US8110544025 AGENDA 933017205 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 ROGER L. OGDEN For For
2 J. MARVIN QUIN For For
3 KIM WILLIAMS For For
GARDNER DENVER, INC.
SECURITY 365558105 MEETING TYPE Annual
TICKER SYMBOL GDI MEETING DATE 05-May-2009
ISIN US3655581052 AGENDA 933017229 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 BARRY L. PENNYPACKER For For
2 RICHARD L. THOMPSON For For
02 TO RATIFY THE APPOINTMENT OF KPMG LLP AS OUR Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR 2009.
O'REILLY AUTOMOTIVE, INC.
SECURITY 686091109 MEETING TYPE Annual
TICKER SYMBOL ORLY MEETING DATE 05-May-2009
ISIN US6860911097 AGENDA 933017471 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 CHARLES H. O'REILLY JR. For For
2 JOHN MURPHY For For
3 RONALD RASHKOW For For
02 RATIFICATION OF APPOINTMENT OF ERNST & YOUNG, Management For For
LLP, AS INDEPENDENT AUDITORS.
03 APPROVAL OF THE 2009 STOCK PURCHASE PLAN. Management For For
04 APPROVAL OF THE 2009 INCENTIVE PLAN. Management Against Against
BOSTON SCIENTIFIC CORPORATION
SECURITY 101137107 MEETING TYPE Annual
TICKER SYMBOL BSX MEETING DATE 05-May-2009
ISIN US1011371077 AGENDA 933017887 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1A ELECTION OF DIRECTOR: JOHN E. ABELE Management For For
1B ELECTION OF DIRECTOR: URSULA M. BURNS Management For For
1C ELECTION OF DIRECTOR: MARYE ANNE FOX Management For For
1D ELECTION OF DIRECTOR: RAY J. GROVES Management For For
1E ELECTION OF DIRECTOR: KRISTINA M. JOHNSON Management For For
1F ELECTION OF DIRECTOR: ERNEST MARIO Management For For
1G ELECTION OF DIRECTOR: N.J. NICHOLAS, JR. Management For For
1H ELECTION OF DIRECTOR: PETE M. NICHOLAS Management For For
1I ELECTION OF DIRECTOR: JOHN E. PEPPER Management For For
1J ELECTION OF DIRECTOR: UWE E. REINHARDT Management For For
1K ELECTION OF DIRECTOR: WARREN B. RUDMAN Management For For
1L ELECTION OF DIRECTOR: JOHN E. SUNUNU Management For For
1M ELECTION OF DIRECTOR: JAMES R. TOBIN Management For For
02 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP Management For For
AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE 2009 FISCAL YEAR.
03 TO TRANSACT SUCH OTHER BUSINESS AS MAY Management For For
PROPERLY COME BEFORE THE MEETING OR ANY
ADJOURNMENT OR POSTPONEMENT THEREOF.
THE MANITOWOC COMPANY, INC.
SECURITY 563571108 MEETING TYPE Annual
TICKER SYMBOL MTW MEETING DATE 05-May-2009
ISIN US5635711089 AGENDA 933018043 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1 DIRECTOR Management
1 CYNTHIA M. EGNOTOVICH For For
2 JAMES L. PACKARD For For
2 RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS, LLP, AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR ENDING DECEMBER 31, 2009.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 78
The Gabelli Asset Fund
PHILIP MORRIS INTERNATIONAL INC.
SECURITY 718172109 MEETING TYPE Annual
TICKER SYMBOL PM MEETING DATE 05-May-2009
ISIN US7181721090 AGENDA 933018067 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1A ELECTION OF DIRECTOR: HAROLD BROWN Management For For
1B ELECTION OF DIRECTOR: MATHIS CABIALLAVETTA Management For For
1C ELECTION OF DIRECTOR: LOUIS C. CAMILLERI Management For For
1D ELECTION OF DIRECTOR: J. DUDLEY FISHBURN Management For For
1E ELECTION OF DIRECTOR: GRAHAM MACKAY Management For For
1F ELECTION OF DIRECTOR: SERGIO MARCHIONNE Management For For
1G ELECTION OF DIRECTOR: LUCIO A. NOTO Management For For
1H ELECTION OF DIRECTOR: CARLOS SLIM HELU Management For For
1I ELECTION OF DIRECTOR: STEPHEN M. WOLF Management For For
2 RATIFICATION OF THE SELECTION OF INDEPENDENT Management For For
AUDITORS.
3 APPROVAL OF ELIGIBILITY, BUSINESS CRITERIA FOR Management For For
AWARDS AND AWARD LIMITS UNDER THE PMI 2008
PERFORMANCE INCENTIVE PLAN.
ARGO GROUP INTERNATIONAL HOLDINGS, LTD.
SECURITY G0464B107 MEETING TYPE Annual
TICKER SYMBOL AGII MEETING DATE 05-May-2009
ISIN BMG0464B1072 AGENDA 933018079 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 MURAL R. JOSEPHSON For For
2 JOHN R. POWER, JR. For For
3 GARY V. WOODS For For
02 TO CONSIDER AND APPROVE THE RECOMMENDATION OF Management For For
THE AUDIT COMMITTEE OF OUR BOARD OF DIRECTORS
THAT ERNST & YOUNG LLP BE APPOINTED AS OUR
INDEPENDENT AUDITORS FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2009 AND TO REFER THE
DETERMINATION OF THE INDEPENDENT AUDITORS'
REMUNERATION TO THE AUDIT COMMITTEE OF OUR
BOARD OF DIRECTORS.
ROWAN COMPANIES, INC.
SECURITY 779382100 MEETING TYPE Annual
TICKER SYMBOL RDC MEETING DATE 05-May-2009
ISIN US7793821007 AGENDA 933018221 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 THOMAS R. HIX For For
2 ROBERT E. KRAMEK For For
3 FREDERICK R. LAUSEN For For
4 LAWRENCE J. RUISI For For
02 APPROVE THE 2009 ROWAN COMPANIES, INC. Management For For
INCENTIVE PLAN.
03 RATIFY THE APPOINTMENT OF DELOITTE TOUCHE LLP Management For For
AS INDEPENDENT AUDITORS FOR THE FISCAL YEAR
ENDED DECEMBER 31, 2009.
BRISTOL-MYERS SQUIBB COMPANY
SECURITY 110122108 MEETING TYPE Annual
TICKER SYMBOL BMY MEETING DATE 05-May-2009
ISIN US1101221083 AGENDA 933018372 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1A ELECTION OF DIRECTOR: L. ANDREOTTI Management For For
1B ELECTION OF DIRECTOR: L.B. CAMPBELL Management For For
1C ELECTION OF DIRECTOR: J.M. CORNELIUS Management For For
1D ELECTION OF DIRECTOR: L.J. FREEH Management For For
1E ELECTION OF DIRECTOR: L.H. GLIMCHER, M.D. Management For For
1F ELECTION OF DIRECTOR: M. GROBSTEIN Management For For
1G ELECTION OF DIRECTOR: L. JOHANSSON Management For For
1H ELECTION OF DIRECTOR: A.J. LACY Management For For
1I ELECTION OF DIRECTOR: V.L. SATO, PH.D. Management For For
1J ELECTION OF DIRECTOR: T.D. WEST, JR. Management For For
1K ELECTION OF DIRECTOR: R.S. WILLIAMS, M.D. Management For For
02 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC Management For For
ACCOUNTING FIRM.
03 EXECUTIVE COMPENSATION DISCLOSURE. Shareholder Against For
04 SIMPLE MAJORITY VOTE. Shareholder Against For
05 SPECIAL SHAREOWNER MEETINGS. Shareholder Against For
06 EXECUTIVE COMPENSATION ADVISORY VOTE. Shareholder Against For
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 79
The Gabelli Asset Fund
WYNN RESORTS, LIMITED
SECURITY 983134107 MEETING TYPE Annual
TICKER SYMBOL WYNN MEETING DATE 05-May-2009
ISIN US9831341071 AGENDA 933018790 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1 DIRECTOR Management
1 LINDA CHEN For For
2 ELAINE P. WYNN For For
3 JOHN A. MORAN For For
2 THE AUDIT COMMITTEE'S APPOINTMENT OF ERNST & Management For For
YOUNG, LLP AS THE INDEPENDENT AUDITORS FOR THE
COMPANY AND ALL OF ITS SUBSIDIARIES
DANAHER CORPORATION
SECURITY 235851102 MEETING TYPE Annual
TICKER SYMBOL DHR MEETING DATE 05-May-2009
ISIN US2358511028 AGENDA 933024591 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1A ELECTION OF DIRECTOR: MORTIMER M. CAPLIN Management For For
1B ELECTION OF DIRECTOR: DONALD J. EHRLICH Management For For
1C ELECTION OF DIRECTOR: WALTER G. LOHR, JR. Management For For
1D ELECTION OF DIRECTOR: LINDA P. HEFNER Management For For
02 TO RATIFY THE SELECTION OF ERNST & YOUNG LLP Management For For
AS DANAHER'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER
31, 2009.
03 TO APPROVE CERTAIN AMENDMENTS TO DANAHER'S Management Against Against
2007 STOCK INCENTIVE PLAN.
04 TO ACT UPON A SHAREHOLDER PROPOSAL REQUESTING Shareholder Against For
THAT DANAHER'S COMPENSATION COMMITTEE ADOPT
SPECIFIED PRINCIPLES RELATING TO THE
EMPLOYMENT OF ANY NAMED EXECUTIVE OFFICER.
05 TO ACT UPON A SHAREHOLDER PROPOSAL REQUESTING Shareholder Against For
THAT DANAHER'S COMPENSATION COMMITTEE ADOPT A
POLICY REQUIRING THAT SENIOR EXECUTIVES RETAIN
A SIGNIFICANT PERCENTAGE OF SHARES ACQUIRED
THROUGH EQUITY COMPENSATION PROGRAMS UNTIL TWO
YEARS FOLLOWING TERMINATION OF THEIR
EMPLOYMENT.
06 TO ACT UPON A SHAREHOLDER PROPOSAL REQUESTING Shareholder Against For
THAT DANAHER'S BOARD OF DIRECTORS ISSUE A
REPORT IDENTIFYING POLICY OPTIONS FOR
ELIMINATING EXPOSURE OF THE ENVIRONMENT AND
DENTAL CONSUMERS TO MERCURY FROM DENTAL
AMALGAMS SOLD BY DANAHER.
BROOKFIELD ASSET MANAGEMENT INC.
SECURITY 112585104 MEETING TYPE Annual and Special Meeting
TICKER SYMBOL BAM MEETING DATE 05-May-2009
ISIN CA1125851040 AGENDA 933032625 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 MARCEL R. COUTU For For
2 MAUREEN KEMPSTON DARKES For For
3 LANCE LIEBMAN For For
4 G. WALLACE F. MCCAIN For For
5 FRANK J. MCKENNA For For
6 JACK M. MINTZ For For
7 PATRICIA M. NEWSON For For
8 JAMES A. PATTISON For For
02 THE APPOINTMENT OF THE EXTERNAL AUDITOR AND Management For For
AUTHORIZING THE DIRECTORS TO SET ITS
REMUNERATION;
03 THE 2009 PLAN RESOLUTION. Management For For
YOUNG INNOVATIONS, INC.
SECURITY 987520103 MEETING TYPE Annual
TICKER SYMBOL YDNT MEETING DATE 05-May-2009
ISIN US9875201033 AGENDA 933033564 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 GEORGE E. RICHMOND For For
2 ALFRED E. BRENNAN For For
3 BRIAN F. BREMER For For
4 P.J. FERRILLO, JR. For For
5 RICHARD J. BLISS For For
NASHUA CORPORATION
SECURITY 631226107 MEETING TYPE Annual
TICKER SYMBOL NSHA MEETING DATE 05-May-2009
ISIN US6312261075 AGENDA 933037752 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 ANDREW B. ALBERT For For
2 L. SCOTT BARNARD For For
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 80
The Gabelli Asset Fund
3 THOMAS G. BROOKER For For
4 CLINTON J. COLEMAN For For
5 AVRUM GRAY For For
6 MICHAEL T. LEATHERMAN For For
7 MARK E. SCHWARZ For For
02 APPROVE THE 2009 VALUE CREATION INCENTIVE PLAN Management For For
AARON RENTS, INC.
SECURITY 002535300 MEETING TYPE Annual
TICKER SYMBOL RNTA MEETING DATE 05-May-2009
ISIN US0025353006 AGENDA 933044442 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 R.C. LOUDERMILK, SR. For For
2 R.C. LOUDERMILK, JR. For For
3 GILBERT L. DANIELSON For For
4 WILLIAM K. BUTLER, JR. For For
5 RONALD W. ALLEN For For
6 LEO BENATAR For For
7 EARL DOLIVE For For
8 DAVID L. KOLB For For
9 RAY M. ROBINSON For For
10 JOHN B. SCHUERHOLZ For For
11 JOHN C. PORTMAN, JR. For For
02 THE AMENDMENT AND RESTATEMENT OF THE COMPANY'S Management Against Against
2001 STOCK OPTION AND INCENTIVE AWARD PLAN.
PINNACLE ENTERTAINMENT, INC.
SECURITY 723456109 MEETING TYPE Annual
TICKER SYMBOL PNK MEETING DATE 05-May-2009
ISIN US7234561097 AGENDA 933059809 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 DANIEL R. LEE For For
2 STEPHEN C. COMER For For
3 JOHN V. GIOVENCO For For
4 RICHARD J. GOEGLEIN For For
5 ELLIS LANDAU For For
6 BRUCE A. LESLIE For For
7 JAMES L. MARTINEAU For For
8 MICHAEL ORNEST For For
9 LYNN P. REITNOUER For For
02 PROPOSAL TO AMEND THE COMPANY'S EXISTING Management For For
EQUITY PLANS AND INDUCEMENT OPTION GRANTS TO
PERMIT A ONE-TIME VALUE-FOR-VALUE STOCK OPTION
EXCHANGE PROGRAM.
03 APPROVAL OF THE APPOINTMENT OF THE COMPANY'S Management For For
INDEPENDENT AUDITORS FOR THE 2009 FISCAL YEAR.
MANDARIN ORIENTAL INTL LTD
SECURITY G57848106 MEETING TYPE Annual General Meeting
TICKER SYMBOL MAORF.PK MEETING DATE 06-May-2009
ISIN BMG578481068 AGENDA 701897906 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1. Receive the financial statements and the Management For For
Independent Auditor's report for the YE 31 DEC
2008 and to declare a final dividend
2. Re-elect Mr. Edouard Ettedgui as a Director Management For For
3. Re-elect Mr. Henry Keswick as a Director Management For For
4. Re-elect Mr. R. C. Kwok as a Director Management For For
5. Re-elect Mr. Sydney S. W. Leong as a Director Management For For
6. Re-appoint the Auditors and authorize the Management For For
Directors to fix their remuneration
7. Grant authority for the issue of equity or Management For For
equity-linked securities with pre-emptive
rights up to aggregate nominal amount of USD
16.5 million and without pre-emptive rights up
to aggregate nominal amount of USD 2.5 million
8. Approve the renewal of a general mandate to Management For For
the Directors to repurchase shares of the
Company representing less than 15% of the
issued share capital of the Company
PLEASE NOTE THAT THIS IS A REVISION DUE TO Non-Voting
RECEIPT OF AMOUNTS IN RESOLUTION 7-AND RECEIPT
OF ACTUAL RECORD DATE. IF YOU HAVE ALREADY
SENT IN YOUR VOTES, PLE-ASE DO NOT RETURN THIS
PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR
ORIGINAL INS- TRUCTIONS. THANK YOU.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 81
The Gabelli Asset Fund
PEPSICO, INC.
SECURITY 713448108 MEETING TYPE Annual
TICKER SYMBOL PEP MEETING DATE 06-May-2009
ISIN US7134481081 AGENDA 933014906 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1A ELECTION OF DIRECTOR: S.L. BROWN Management For For
1B ELECTION OF DIRECTOR: I.M. COOK Management For For
1C ELECTION OF DIRECTOR: D. DUBLON Management For For
1D ELECTION OF DIRECTOR: V.J. DZAU Management For For
1E ELECTION OF DIRECTOR: R.L. HUNT Management For For
1F ELECTION OF DIRECTOR: A. IBARGUEN Management For For
1G ELECTION OF DIRECTOR: A.C. MARTINEZ Management For For
1H ELECTION OF DIRECTOR: I.K. NOOYI Management For For
1I ELECTION OF DIRECTOR: S.P. ROCKEFELLER Management For For
1J ELECTION OF DIRECTOR: J.J. SCHIRO Management For For
1K ELECTION OF DIRECTOR: L.G. TROTTER Management For For
1L ELECTION OF DIRECTOR: D. VASELLA Management For For
1M ELECTION OF DIRECTOR: M.D. WHITE Management For For
02 APPROVAL OF INDEPENDENT REGISTERED PUBLIC Management For For
ACCOUNTANTS
03 APPROVAL OF PEPSICO, INC. EXECUTIVE INCENTIVE Management For For
COMPENSATION PLAN
04 SHAREHOLDER PROPOSAL - BEVERAGE CONTAINER Shareholder Against For
RECYCLING (PROXY STATEMENT P. 59)
05 SHAREHOLDER PROPOSAL - GENETICALLY ENGINEERED Shareholder Against For
PRODUCTS REPORT (PROXY STATEMENT P. 61)
06 SHAREHOLDER PROPOSAL - CHARITABLE Shareholder Against For
CONTRIBUTIONS REPORT (PROXY STATEMENT P. 63)
07 SHAREHOLDER PROPOSAL - ADVISORY VOTE ON Shareholder Against For
COMPENSATION (PROXY STATEMENT P. 64)
AMGEN INC.
SECURITY 031162100 MEETING TYPE Annual
TICKER SYMBOL AMGN MEETING DATE 06-May-2009
ISIN US0311621009 AGENDA 933015946 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1A ELECTION OF DIRECTOR: DR. DAVID BALTIMORE Management For For
1B ELECTION OF DIRECTOR: MR. FRANK J. BIONDI, JR. Management For For
1C ELECTION OF DIRECTOR: MR. FRANCOIS DE CARBONNEL Management For For
1D ELECTION OF DIRECTOR: MR. JERRY D. CHOATE Management For For
1E ELECTION OF DIRECTOR: DR. VANCE D. COFFMAN Management For For
1F ELECTION OF DIRECTOR: MR. FREDERICK W. GLUCK Management For For
1G ELECTION OF DIRECTOR: MR. FRANK C. HERRINGER Management For For
1H ELECTION OF DIRECTOR: DR. GILBERT S. OMENN Management For For
1I ELECTION OF DIRECTOR: MS. JUDITH C. PELHAM Management For For
1J ELECTION OF DIRECTOR: ADM. J. PAUL REASON, USN Management For For
(RETIRED)
1K ELECTION OF DIRECTOR: MR. LEONARD D. SCHAEFFER Management For For
1L ELECTION OF DIRECTOR: MR. KEVIN W. SHARER Management For For
02 TO RATIFY THE SELECTION OF ERNST & YOUNG LLP Management For For
AS OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTANTS FOR THE YEAR ENDING DECEMBER 31,
2009.
03 TO APPROVE THE PROPOSED 2009 EQUITY INCENTIVE Management Against Against
PLAN, WHICH AUTHORIZES THE ISSUANCE OF
100,000,000 SHARES.
04 TO APPROVE THE PROPOSED AMENDMENT TO OUR Management For For
RESTATED CERTIFICATE OF INCORPORATION, AS
AMENDED, WHICH REDUCES THE SIXTY-SIX AND TWO-
THIRDS PERCENT (66-2/3%) VOTING REQUIREMENT TO
A SIMPLE MAJORITY VOTING REQUIREMENT FOR
APPROVAL OF CERTAIN BUSINESS COMBINATIONS.
5A STOCKHOLDER PROPOSAL #1 (AMEND OUR BYLAWS TO Shareholder Against For
PERMIT 10 PERCENT OF OUR OUTSTANDING COMMON
STOCK THE ABILITY TO CALL SPECIAL MEETINGS.)
5B STOCKHOLDER PROPOSAL #2 (CHANGE OUR Shareholder Against For
JURISDICTION OF INCORPORATION FROM DELAWARE TO
NORTH DAKOTA.)
THOMAS & BETTS CORPORATION
SECURITY 884315102 MEETING TYPE Annual
TICKER SYMBOL TNB MEETING DATE 06-May-2009
ISIN US8843151023 AGENDA 933017382 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1 DIRECTOR Management
1 JEANANNE K. HAUSWALD For For
2 DEAN JERNIGAN For For
3 RONALD B. KALICH, SR. For For
4 KENNETH R. MASTERSON For For
5 DOMINIC J. PILEGGI For For
6 JEAN-PAUL RICHARD For For
7 RUFUS H. RIVERS For For
8 KEVIN L. ROBERG For For
9 DAVID D. STEVENS For For
10 WILLIAM H. WALTRIP For For
2 RATIFICATION OF APPOINTMENT OF INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 82
The Gabelli Asset Fund
STARWOOD HOTELS & RESORTS WORLDWIDE
SECURITY 85590A401 MEETING TYPE Annual
TICKER SYMBOL HOT MEETING DATE 06-May-2009
ISIN US85590A4013 AGENDA 933017421 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 ADAM ARON For For
2 CHARLENE BARSHEFSKY For For
3 THOMAS CLARKE For For
4 CLAYTON DALEY, JR. For For
5 BRUCE DUNCAN For For
6 LIZANNE GALBREATH For For
7 ERIC HIPPEAU For For
8 STEPHEN QUAZZO For For
9 THOMAS RYDER For For
10 FRITS VAN PAASSCHEN For For
11 KNEELAND YOUNGBLOOD For For
02 RATIFICATION OF THE APPOINTMENT OF ERNST & Management For For
YOUNG LLP AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2009.
EL PASO CORPORATION
SECURITY 28336L109 MEETING TYPE Annual
TICKER SYMBOL EP MEETING DATE 06-May-2009
ISIN US28336L1098 AGENDA 933017510 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1A ELECTION OF DIRECTOR: JUAN CARLOS BRANIFF Management For For
1B ELECTION OF DIRECTOR: JAMES L. DUNLAP Management For For
1C ELECTION OF DIRECTOR: DOUGLAS L. FOSHEE Management For For
1D ELECTION OF DIRECTOR: ROBERT W. GOLDMAN Management For For
1E ELECTION OF DIRECTOR: ANTHONY W. HALL, JR. Management For For
1F ELECTION OF DIRECTOR: THOMAS R. HIX Management For For
1G ELECTION OF DIRECTOR: FERRELL P. MCCLEAN Management For For
1H ELECTION OF DIRECTOR: STEVEN J. SHAPIRO Management For For
1I ELECTION OF DIRECTOR: J. MICHAEL TALBERT Management For For
1J ELECTION OF DIRECTOR: ROBERT F. VAGT Management For For
1K ELECTION OF DIRECTOR: JOHN L. WHITMIRE Management For For
02 APPROVAL OF THE EL PASO CORPORATION 2005 Management For For
OMNIBUS INCENTIVE COMPENSATION PLAN.
03 APPROVAL OF THE EL PASO CORPORATION EMPLOYEE Management For For
STOCK PURCHASE PLAN.
04 RATIFICATION OF THE APPOINTMENT OF ERNST & Management For For
YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM.
SJW CORP.
SECURITY 784305104 MEETING TYPE Annual
TICKER SYMBOL SJW MEETING DATE 06-May-2009
ISIN US7843051043 AGENDA 933017724 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 K. ARMSTRONG For For
2 M.L. CALI For For
3 J.P. DINAPOLI For For
4 D.R. KING For For
5 N.Y. MINETA For For
6 G.E. MOSS For For
7 W.R. ROTH For For
8 C.J. TOENISKOETTER For For
9 F.R. ULRICH, JR. For For
10 R.A. VAN VALER For For
02 RATIFY THE APPOINTMENT OF KPMG LLP AS THE Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
OF THE COMPANY FOR FISCAL YEAR 2009.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 83
The Gabelli Asset Fund
AUTONATION, INC.
SECURITY 05329W102 MEETING TYPE Annual
TICKER SYMBOL AN MEETING DATE 06-May-2009
ISIN US05329W1027 AGENDA 933018613 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1 DIRECTOR Management
1 MIKE JACKSON For For
2 RICK L. BURDICK For For
3 WILLIAM C. CROWLEY For For
4 DAVID B. EDELSON For For
5 KIM C. GOODMAN For For
6 ROBERT R. GRUSKY For For
7 MICHAEL E. MAROONE For For
8 CARLOS A. MIGOYA For For
2 RATIFICATION OF THE SELECTION OF KPMG LLP AS Management For For
THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2009.
3 ADOPTION OF STOCKHOLDER PROPOSAL REGARDING Shareholder Against For
SPECIAL MEETINGS
4 ADOPTION OF STOCKHOLDER PROPOSAL REGARDING AN Shareholder Against For
INDEPENDENT CHAIRMAN
WINDSTREAM CORPORATION
SECURITY 97381W104 MEETING TYPE Annual
TICKER SYMBOL WIN MEETING DATE 06-May-2009
ISIN US97381W1045 AGENDA 933018649 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1 DIRECTOR Management
1 CAROL B. ARMITAGE For For
2 SAMUEL E. BEALL, III For For
3 DENNIS E. FOSTER For For
4 FRANCIS X. FRANTZ For For
5 JEFFERY R. GARDNER For For
6 JEFFREY T. HINSON For For
7 JUDY K. JONES For For
8 WILLIAM A. MONTGOMERY For For
9 FRANK E. REED For For
2 RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS, LLP AS WINDSTREAM'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR
2009
3 EXECUTIVE COMPENSATION ADVISORY VOTE Shareholder Against For
4 PROPOSAL TO REQUIRE AN INDEPENDENT CHAIRMAN OF Shareholder Against For
THE BOARD
LABORATORY CORP. OF AMERICA HOLDINGS
SECURITY 50540R409 MEETING TYPE Annual
TICKER SYMBOL LH MEETING DATE 06-May-2009
ISIN US50540R4092 AGENDA 933019639 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1A ELECTION OF DIRECTOR: THOMAS P. MAC MAHON Management For For
1B ELECTION OF DIRECTOR: KERRII B. ANDERSON Management For For
1C ELECTION OF DIRECTOR: JEAN-LUC BELINGARD Management For For
1D ELECTION OF DIRECTOR: DAVID P. KING Management For For
1E ELECTION OF DIRECTOR: WENDY E. LANE Management For For
1F ELECTION OF DIRECTOR: ROBERT E. MITTELSTAEDT, Management For For
JR.
1G ELECTION OF DIRECTOR: ARTHUR H. RUBENSTEIN, Management For For
MBBCH
1H ELECTION OF DIRECTOR: M. KEITH WEIKEL, PH.D Management For For
1I ELECTION OF DIRECTOR: R. SANDERS WILLIAMS, M.D. Management For For
02 RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS LABORATORY
CORPORATION OF AMERICA HOLDINGS' INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2009.
IMATION CORP.
SECURITY 45245A107 MEETING TYPE Annual
TICKER SYMBOL IMN MEETING DATE 06-May-2009
ISIN US45245A1079 AGENDA 933019689 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1 DIRECTOR Management
1 MICHAEL S. FIELDS For For
2 RONALD T. LEMAY For For
3 L. WHITE MATTHEWS, III For For
02 RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS IMATION'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR FISCAL YEAR 2009
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 84
The Gabelli Asset Fund
CVS CAREMARK CORPORATION
SECURITY 126650100 MEETING TYPE Annual
TICKER SYMBOL CVS MEETING DATE 06-May-2009
ISIN US1266501006 AGENDA 933021418 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1A ELECTION OF DIRECTOR: EDWIN M. BANKS Management For For
1B ELECTION OF DIRECTOR: C. DAVID BROWN II Management For For
1C ELECTION OF DIRECTOR: DAVID W. DORMAN Management For For
1D ELECTION OF DIRECTOR: KRISTEN G. WILLIAMS Management For For
1E ELECTION OF DIRECTOR: MARIAN L. HEARD Management For For
1F ELECTION OF DIRECTOR: WILLIAM H. JOYCE Management For For
1G ELECTION OF DIRECTOR: JEAN-PIERRE MILLON Management For For
1H ELECTION OF DIRECTOR: TERRENCE MURRAY Management For For
1I ELECTION OF DIRECTOR: C.A. LANCE PICCOLO Management For For
1J ELECTION OF DIRECTOR: SHELI Z. ROSENBERG Management For For
1K ELECTION OF DIRECTOR: THOMAS M. RYAN Management For For
1L ELECTION OF DIRECTOR: RICHARD J. SWIFT Management For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & Management For For
YOUNG LLP AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2009
FISCAL YEAR.
03 STOCKHOLDER PROPOSAL REGARDING SPECIAL Shareholder Against For
STOCKHOLDER MEETINGS.
04 STOCKHOLDER PROPOSAL REGARDING INDEPENDENT Shareholder Against For
CHAIRMAN OF THE BOARD.
05 STOCKHOLDER PROPOSAL REGARDING POLITICAL Shareholder Against For
CONTRIBUTIONS AND EXPENDITURES.
06 STOCKHOLDER PROPOSAL REGARDING ADVISORY Shareholder Against For
STOCKHOLDER VOTE ON EXECUTIVE COMPENSATION.
CHAMPION ENTERPRISES, INC.
SECURITY 158496109 MEETING TYPE Annual
TICKER SYMBOL CHB MEETING DATE 06-May-2009
ISIN US1584961098 AGENDA 933022802 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 ROBERT W. ANESTIS For For
2 ERIC S. BELSKY For For
3 WILLIAM C. GRIFFITHS For For
4 SELWYN ISAKOW For For
5 G. MICHAEL LYNCH For For
6 THOMAS A. MADDEN For For
7 SHIRLEY D. PETERSON For For
02 RATIFICATION OF THE COMPANY'S INDEPENDENT Management For For
AUDITORS. THE COMPANY'S AUDIT COMMITTEE HAS
SELECTED ERNST & YOUNG TO SERVE AS INDEPENDENT
AUDITOR TO THE COMPANY.
TENET HEALTHCARE CORPORATION
SECURITY 88033G100 MEETING TYPE Annual
TICKER SYMBOL THC MEETING DATE 06-May-2009
ISIN US88033G1004 AGENDA 933024957 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1A ELECTION OF DIRECTOR: JOHN ELLIS "JEB" BUSH Management For For
1B ELECTION OF DIRECTOR: TREVOR FETTER Management For For
1C ELECTION OF DIRECTOR: BRENDA J. GAINES Management For For
1D ELECTION OF DIRECTOR: KAREN M. GARRISON Management For For
1E ELECTION OF DIRECTOR: EDWARD A. KANGAS Management For For
1F ELECTION OF DIRECTOR: J. ROBERT KERREY Management For For
1G ELECTION OF DIRECTOR: FLOYD D. LOOP, M.D. Management For For
1H ELECTION OF DIRECTOR: RICHARD R. PETTINGILL Management For For
1I ELECTION OF DIRECTOR: JAMES A. UNRUH Management For For
1J ELECTION OF DIRECTOR: J. MCDONALD WILLIAMS Management For For
02 PROPOSAL TO RATIFY THE SELECTION OF DELOITTE & Management For For
TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC
ACCOUNTANTS FOR THE YEAR ENDING DECEMBER 31,
2009.
03 SHAREHOLDER PROPOSAL REGARDING PEER Shareholder Against For
BENCHMARKING OF EXECUTIVE COMPENSATION.
LUFKIN INDUSTRIES, INC.
SECURITY 549764108 MEETING TYPE Annual
TICKER SYMBOL LUFK MEETING DATE 06-May-2009
ISIN US5497641085 AGENDA 933035140 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 D.V. SMITH For For
2 J.F. ANDERSON For For
02 RATIFICATION OF DELOITTE & TOUCHE LLP AS THE Management For For
COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR FISCAL YEAR 2009.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 85
The Gabelli Asset Fund
KINROSS GOLD CORPORATION
SECURITY 496902404 MEETING TYPE Annual and Special Meeting
TICKER SYMBOL KGC MEETING DATE 06-May-2009
ISIN CA4969024047 AGENDA 933041662 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 JOHN A. BROUGH For For
2 WILSON N. BRUMER For For
3 TYE W. BURT For For
4 JOHN K. CARRINGTON For For
5 JOHN M.H. HUXLEY For For
6 JOHN A. KEYES For For
7 C. MCLEOD-SELTZER For For
8 GEORGE F. MICHALS For For
9 JOHN E. OLIVER For For
10 TERENCE C.W. REID For For
02 TO APPROVE THE APPOINTMENT OF KPMG LLP, Management For For
CHARTERED ACCOUNTANTS, AS AUDITORS OF THE
COMPANY FOR THE ENSUING YEAR AND TO AUTHORIZE
THE DIRECTORS TO FIX THEIR REMUNERATION.
03 TO APPROVE A RESOLUTION RATIFYING THE ADOPTION Management Against Against
OF A SHAREHOLDER RIGHTS PLAN AS FULLY
DESCRIBED IN THE ACCOMPANYING MANAGEMENT
INFORMATION CIRCULAR.
UNITRIN, INC.
SECURITY 913275103 MEETING TYPE Annual
TICKER SYMBOL UTR MEETING DATE 06-May-2009
ISIN US9132751036 AGENDA 933042854 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 JAMES E. ANNABLE For For
2 ERIC J. DRAUT For For
3 DOUGLAS G. GEOGA For For
4 REUBEN L. HEDLUND For For
5 W.E. JOHNSTON, JR. For For
6 WAYNE KAUTH For For
7 FAYEZ S. SAROFIM For For
8 DONALD G. SOUTHWELL For For
9 RICHARD C. VIE For For
10 ANN E. ZIEGLER For For
02 RATIFICATION OF SELECTION OF DELOITTE & TOUCHE Management For For
LLP AS INDEPENDENT REGISTERED PUBLIC
ACCOUNTANT FOR 2009.
03 APPROVAL OF MATERIAL TERMS OF PERFORMANCE Management For For
GOALS UNDER THE COMPANY'S 2009 PERFORMANCE
INCENTIVE PLAN.
04 APPROVAL OF MATERIAL TERMS OF PERFORMANCE Management For For
GOALS UNDER THE COMPANY'S 2005 RESTRICTED
STOCK AND RESTRICTED STOCK UNIT PLAN.
REGAL ENTERTAINMENT GROUP
SECURITY 758766109 MEETING TYPE Annual
TICKER SYMBOL RGC MEETING DATE 06-May-2009
ISIN US7587661098 AGENDA 933064355 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 CHARLES E. BRYMER For For
2 MICHAEL L. CAMPBELL For For
3 ALEX YEMENIDJIAN For For
02 RATIFICATION OF THE AUDIT COMMITTEE'S Management For For
SELECTION OF KPMG LLP AS OUR INDEPENDENT
REGISTERED ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2009.
RECKITT BENCKISER GROUP PLC
SECURITY G74079107 MEETING TYPE Annual General Meeting
TICKER SYMBOL RKBKF.PK MEETING DATE 07-May-2009
ISIN GB00B24CGK77 AGENDA 701878095 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1. Adopt the 2008 report and the financial Management For For
statements
2. Approve the Directors' remuneration report Management For For
3. Declare a final dividend Management For For
4. Re-elect Mr. Adrian Bellamy [Member of the Management For For
remuneration committee] as a Director
5. Re-elect Dr. Peter Harf as a Director Management For For
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 86
The Gabelli Asset Fund
6. Elect Mr. Andre Lacroix [Member of Audit Management For For
Committee] as a Director
7. Re-appoint PricewaterhouseCoopers LLP as the Management For For
Auditors of the Company
8. Authorize the Board to determine the Auditors' Management For For
remuneration
9. Grant authority to issue of equity or Management For For
equity-linked securities with the pre-emptive
rights up to aggregate nominal amount of GBP
23,662,000
S.10 Grant authority, subject to the passing of Management For For
Resolution 9, to issue of equity or
equity-linked securities without the
pre-emptive rights up to aggregate nominal
amount of GBP 3,611,000
S.10 Grant authority to market purchase 72,000,000 Management For For
ordinary shares
S.12 Approve that a general meeting other than an Management For For
AGM may be called on not less than 14 clear
days' notice
POTASH CORPORATION OF SASKATCHEWAN INC.
SECURITY 73755L107 MEETING TYPE Annual and Special Meeting
TICKER SYMBOL POT MEETING DATE 07-May-2009
ISIN CA73755L1076 AGENDA 933013156 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 C.M. BURLEY For For
2 W.J. DOYLE For For
3 J.W. ESTEY For For
4 C.S. HOFFMAN For For
5 D.J. HOWE For For
6 A.D. LABERGE For For
7 K.G. MARTELL For For
8 J.J. MCCAIG For For
9 M. MOGFORD For For
10 P.J. SCHOENHALS For For
11 E.R. STROMBERG For For
12 E. VIYELLA DE PALIZA For For
02 THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS Management For For
AUDITORS OF THE CORPORATION.
03 THE RESOLUTION (ATTACHED AS APPENDIX B TO THE Management For For
ACCOMPANYING MANAGEMENT PROXY CIRCULAR)
APPROVING THE ADOPTION OF A NEW PERFORMANCE
OPTION PLAN, THE FULL TEXT OF WHICH IS
ATTACHED AS APPENDIX C TO THE ACCOMPANYING
MANAGEMENT PROXY CIRCULAR.
04 THE SHAREHOLDER PROPOSAL (ATTACHED AS APPENDIX Shareholder Against For
D TO THE ACCOMPANYING MANAGEMENT PROXY
CIRCULAR).
SPECTRA ENERGY CORP
SECURITY 847560109 MEETING TYPE Annual
TICKER SYMBOL SE MEETING DATE 07-May-2009
ISIN US8475601097 AGENDA 933017065 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 APPROVAL OF AN AMENDMENT TO SPECTRA ENERGY'S Management For For
CERTIFICATE OF INCORPORATION TO ELIMINATE THE
CLASSIFIED STRUCTURE OF ITS BOARD OF DIRECTORS.
02 DIRECTOR Management
1 GREGORY L. EBEL For For
2 PETER B. HAMILTON For For
3 MICHAEL E.J. PHELPS For For
03 RATIFICATION OF DELOITTE & TOUCHE LLP AS Management For For
SPECTRA ENERGY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDED
DECEMBER 31, 2009.
VERIZON COMMUNICATIONS INC.
SECURITY 92343V104 MEETING TYPE Annual
TICKER SYMBOL VZ MEETING DATE 07-May-2009
ISIN US92343V1044 AGENDA 933018017 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1A ELECTION OF DIRECTOR: RICHARD L. CARRION Management For For
1B ELECTION OF DIRECTOR: M. FRANCES KEETH Management For For
1C ELECTION OF DIRECTOR: ROBERT W. LANE Management For For
1D ELECTION OF DIRECTOR: SANDRA O. MOOSE Management For For
1E ELECTION OF DIRECTOR: JOSEPH NEUBAUER Management For For
1F ELECTION OF DIRECTOR: DONALD T. NICOLAISEN Management For For
1G ELECTION OF DIRECTOR: THOMAS H. O'BRIEN Management For For
1H ELECTION OF DIRECTOR: CLARENCE OTIS, JR. Management For For
1I ELECTION OF DIRECTOR: HUGH B. PRICE Management For For
1J ELECTION OF DIRECTOR: IVAN G. SEIDENBERG Management For For
1K ELECTION OF DIRECTOR: JOHN W. SNOW Management For For
1L ELECTION OF DIRECTOR: JOHN R. STAFFORD Management For For
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 87
The Gabelli Asset Fund
02 RATIFICATION OF APPOINTMENT OF ERNST & YOUNG Management For For
LLP AS INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
03 ADVISORY VOTE RELATED TO EXECUTIVE COMPENSATION Management For For
04 APPROVAL OF LONG-TERM INCENTIVE PLAN Management For For
05 APPROVAL OF SHORT-TERM INCENTIVE PLAN Management For For
06 PROHIBIT GRANTING STOCK OPTIONS Shareholder Against For
07 SHAREHOLDER ABILITY TO CALL SPECIAL MEETING Shareholder Against For
08 SEPARATE OFFICES OF CHAIRMAN AND CEO Shareholder Against For
09 CUMULATIVE VOTING Shareholder Against For
10 SHAREHOLDER APPROVAL OF BENEFITS PAID AFTER Shareholder Against For
DEATH
PEPSIAMERICAS, INC.
SECURITY 71343P200 MEETING TYPE Annual
TICKER SYMBOL PAS MEETING DATE 07-May-2009
ISIN US71343P2002 AGENDA 933019312 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1A ELECTION OF DIRECTOR: HERBERT M. BAUM Management For For
1B ELECTION OF DIRECTOR: RICHARD G. CLINE Management For For
1C ELECTION OF DIRECTOR: MICHAEL J. CORLISS Management For For
1D ELECTION OF DIRECTOR: PIERRE S. DU PONT Management For For
1E ELECTION OF DIRECTOR: ARCHIE R. DYKES Management For For
1F ELECTION OF DIRECTOR: JAROBIN GILBERT, JR. Management For For
1G ELECTION OF DIRECTOR: JAMES R. KACKLEY Management For For
1H ELECTION OF DIRECTOR: MATTHEW M. MCKENNA Management For For
1I ELECTION OF DIRECTOR: ROBERT C. POHLAD Management For For
1J ELECTION OF DIRECTOR: DEBORAH E. POWELL Management For For
02 APPROVAL OF 2009 LONG-TERM INCENTIVE PLAN. Management For For
03 RATIFICATION OF APPOINTMENT OF INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTANTS.
DUKE ENERGY CORPORATION
SECURITY 26441C105 MEETING TYPE Annual
TICKER SYMBOL DUK MEETING DATE 07-May-2009
ISIN US26441C1053 AGENDA 933019728 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 WILLIAM BARNET, III For For
2 G. ALEX BERNHARDT, SR. For For
3 MICHAEL G. BROWNING For For
4 DANIEL R. DIMICCO For For
5 ANN MAYNARD GRAY For For
6 JAMES H. HANCE, JR. For For
7 JAMES T. RHODES For For
8 JAMES E. ROGERS For For
9 PHILIP R. SHARP For For
10 DUDLEY S. TAFT For For
02 RATIFICATION OF DELOITTE & TOUCHE LLP AS DUKE Management For For
ENERGY CORPORATION'S INDEPENDENT PUBLIC
ACCOUNTANT FOR 2009
SOUTHWEST GAS CORPORATION
SECURITY 844895102 MEETING TYPE Annual
TICKER SYMBOL SWX MEETING DATE 07-May-2009
ISIN US8448951025 AGENDA 933019754 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1 DIRECTOR Management
1 GEORGE C. BIEHL For For
2 ROBERT L. BOUGHNER For For
3 THOMAS E. CHESTNUT For For
4 STEPHEN C. COMER For For
5 RICHARD M. GARDNER For For
6 LEROY C. HANNEMAN, JR. For For
7 JAMES J. KROPID For For
8 MICHAEL O. MAFFIE For For
9 ANNE L. MARIUCCI For For
10 MICHAEL J. MELARKEY For For
11 JEFFREY W. SHAW For For
12 THOMAS A. THOMAS For For
13 TERRENCE L. WRIGHT For For
2 TO APPROVE THE CONTINUATION OF THE AMENDED AND Management For For
RESTATED MANAGEMENT INCENTIVE PLAN.
3 TO RATIFY THE SELECTION OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
COMPANY FOR FISCAL YEAR 2009.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 88
The Gabelli Asset Fund
PEABODY ENERGY CORPORATION
SECURITY 704549104 MEETING TYPE Annual
TICKER SYMBOL BTU MEETING DATE 07-May-2009
ISIN US7045491047 AGENDA 933021064 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTORS Management
1 GREGORY H. BOYCE For For
2 WILLIAM E. JAMES For For
3 ROBERT B. KARN III For For
4 M. FRANCES KEETH For For
5 HENRY E. LENTZ For For
02 RATIFICATION OF THE APPOINTMENT OF ERNST & Management For For
YOUNG LLP AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2009.
03 REAPPROVAL OF THE MATERIAL TERMS OF THE Management For For
PERFORMANCE MEASURES UNDER THE COMPANY'S 2004
LONG-TERM EQUITY INCENTIVE PLAN.
EXACTECH, INC.
SECURITY 30064E109 MEETING TYPE Annual
TICKER SYMBOL EXAC MEETING DATE 07-May-2009
ISIN US30064E1091 AGENDA 933022078 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1 DIRECTOR Management
1 WILLIAM PETTY For For
2 ALBERT BURSTEIN For For
2 APPROVE AND ADOPT THE EXACTECH, INC. 2009 Management Against Against
EXECUTIVE INCENTIVE COMPENSATION PLAN
3 APPROVE AND ADOPT THE EXACTECH, INC. 2009 Management For For
EMPLOYEE STOCK PURCHASE PLAN
EL PASO ELECTRIC COMPANY
SECURITY 283677854 MEETING TYPE Annual
TICKER SYMBOL EE MEETING DATE 07-May-2009
ISIN US2836778546 AGENDA 933022775 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 JAMES W. HARRIS For For
2 DAVID W. STEVENS For For
3 STEPHEN N. WERTHEIMER For For
4 CHARLES A. YAMARONE For For
02 RATIFY THE SELECTION OF KPMG LLP AS THE Management For For
COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2009.
AVON PRODUCTS, INC.
SECURITY 054303102 MEETING TYPE Annual
TICKER SYMBOL AVP MEETING DATE 07-May-2009
ISIN US0543031027 AGENDA 933023157 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1 DIRECTOR Management
1 W. DON CORNWELL For For
2 EDWARD T. FOGARTY For For
3 V. ANN HAILEY For For
4 FRED HASSAN For For
5 ANDREA JUNG For For
6 MARIA ELENA LAGOMASINO For For
7 ANN S. MOORE For For
8 PAUL S. PRESSLER For For
9 GARY M. RODKIN For For
10 PAULA STERN For For
11 LAWRENCE A. WEINBACH For For
2 RATIFICATION OF THE APPOINTMENT OF INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM
3 RESOLUTION REGARDING NANOMATERIAL REPORT Shareholder Against For
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 89
The Gabelli Asset Fund
KANSAS CITY SOUTHERN
SECURITY 485170302 MEETING TYPE Annual
TICKER SYMBOL KSU MEETING DATE 07-May-2009
ISIN US4851703029 AGENDA 933024565 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 MICHAEL R. HAVERTY For For
2 THOMAS A. MCDONNELL For For
02 RATIFICATION OF THE AUDIT COMMITTEE'S Management For For
SELECTION OF KPMG LLP AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2009.
03 APPROVAL OF THE KANSAS CITY SOUTHERN 2009 Management For For
EMPLOYEE STOCK PURCHASE PLAN.
PROLIANCE INTERNATIONAL, INC.
SECURITY 74340R104 MEETING TYPE Annual
TICKER SYMBOL PLI MEETING DATE 07-May-2009
ISIN US74340R1041 AGENDA 933026848 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 WILLIAM J. ABRAHAM, JR. For For
2 BARRY R. BANDUCCI For For
3 CHARLES E. JOHNSON For For
4 VINCENT L. MARTIN For For
5 JAMES R. RULSEH For For
6 F. ALAN SMITH For For
02 APPROVAL OF AN INCREASE IN PROLIANCE'S Management For For
AUTHORIZED COMMON STOCK.
03 APPOINTMENT OF BDO SEIDMAN, LLP AS PROLIANCE'S Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
GAYLORD ENTERTAINMENT COMPANY
SECURITY 367905106 MEETING TYPE Annual
TICKER SYMBOL GET MEETING DATE 07-May-2009
ISIN US3679051066 AGENDA 933043856 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 GLENN J. ANGIOLILLO For For
2 MICHAEL J. BENDER For For
3 E.K. GAYLORD II For For
4 RALPH HORN For For
5 DAVID W. JOHNSON For For
6 ELLEN LEVINE For For
7 ROBERT S. PRATHER, JR. For For
8 COLIN V. REED For For
9 MICHAEL D. ROSE For For
10 MICHAEL I. ROTH For For
11 ROBERT B. ROWLING For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & Management For For
YOUNG LLP AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM.
CENTURYTEL, INC.
SECURITY 156700106 MEETING TYPE Annual
TICKER SYMBOL CTL MEETING DATE 07-May-2009
ISIN US1567001060 AGENDA 933046080 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 FRED R. NICHOLS For For
2 HARVEY P. PERRY For For
3 JIM D. REPPOND For For
4 JOSEPH R. ZIMMEL For For
02 TO RATIFY THE SELECTION OF KPMG LLP AS THE Management For For
COMPANY'S INDEPENDENT AUDITOR FOR 2009.
03 TO ACT UPON A SHAREHOLDER PROPOSAL REGARDING Shareholder Against For
DIRECTOR ELECTION VOTING STANDARDS.
04 TO ACT UPON A SHAREHOLDER PROPOSAL REGARDING Shareholder Against For
EXECUTIVE COMPENSATION.
05 TO ACT UPON A SHAREHOLDER PROPOSAL REGARDING Shareholder Against For
NETWORK MANAGEMENT PRACTICES.
WEATHERFORD INTERNATIONAL LTD
SECURITY H27013103 MEETING TYPE Annual
TICKER SYMBOL WFT MEETING DATE 07-May-2009
ISIN CH0038838394 AGENDA 933056182 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1A ELECTION OF DIRECTOR: BERNARD J. DUROC-DANNER Management For For
1B ELECTION OF DIRECTOR: DAVID J. BUTTERS Management For For
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 90
The Gabelli Asset Fund
1C ELECTION OF DIRECTOR: NICHOLAS F. BRADY Management For For
1D ELECTION OF DIRECTOR: WILLIAM E. MACAULAY Management For For
1E ELECTION OF DIRECTOR: ROBERT B. MILLARD Management For For
1F ELECTION OF DIRECTOR: ROBERT K. MOSES, JR. Management For For
1G ELECTION OF DIRECTOR: ROBERT A. RAYNE Management For For
02 APPOINTMENT OF ERNST & YOUNG LLP AS Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR YEAR ENDING DECEMBER 31, 2009 AND
RATIFICATION OF THE ELECTION OF ERNST & YOUNG
AG, ZURICH AS STATUTORY AUDITOR FOR YEAR
ENDING DECEMBER 31, 2009.
COLGATE-PALMOLIVE COMPANY
SECURITY 194162103 MEETING TYPE Annual
TICKER SYMBOL CL MEETING DATE 08-May-2009
ISIN US1941621039 AGENDA 933010011 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1A ELECTION OF DIRECTOR: JOHN T. CAHILL Management For For
1B ELECTION OF DIRECTOR: JILL K. CONWAY Management For For
1C ELECTION OF DIRECTOR: IAN COOK Management For For
1D ELECTION OF DIRECTOR: ELLEN M. HANCOCK Management For For
1E ELECTION OF DIRECTOR: DAVID W. JOHNSON Management For For
1F ELECTION OF DIRECTOR: RICHARD J. KOGAN Management For For
1G ELECTION OF DIRECTOR: DELANO E. LEWIS Management For For
1H ELECTION OF DIRECTOR: J. PEDRO REINHARD Management For For
1I ELECTION OF DIRECTOR: STEPHEN I. SADOVE Management For For
02 RATIFY SELECTION OF PRICEWATERHOUSECOOPERS LLP Management For For
AS COLGATE'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM.
03 APPROVAL OF THE COLGATE-PALMOLIVE COMPANY 2009 Management For For
EXECUTIVE INCENTIVE COMPENSATION PLAN.
04 STOCKHOLDER PROPOSAL ON EXECUTIVE COMPENSATION Shareholder Against For
ADVISORY VOTE.
ECOLAB INC.
SECURITY 278865100 MEETING TYPE Annual
TICKER SYMBOL ECL MEETING DATE 08-May-2009
ISIN US2788651006 AGENDA 933013649 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1A ELECTION OF DIRECTOR: LESLIE S. BILLER Management For For
1B ELECTION OF DIRECTOR: JERRY A. GRUNDHOFER Management For For
1C ELECTION OF DIRECTOR: JOHN J. ZILLMER Management For For
2 RATIFY APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For For
LLP AS INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM.
3 RE-APPROVE THE ECOLAB INC. MANAGEMENT Management For For
PERFORMANCE INCENTIVE PLAN.
4 STOCKHOLDER PROPOSAL TO ELIMINATE Shareholder Against For
CLASSIFICATION OF TERMS OF THE BOARD OF
DIRECTORS.
WASTE MANAGEMENT, INC.
SECURITY 94106L109 MEETING TYPE Annual
TICKER SYMBOL WMI MEETING DATE 08-May-2009
ISIN US94106L1098 AGENDA 933026115 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1A ELECTION OF DIRECTOR: PASTORA SAN JUAN CAFFERTY Management For For
1B ELECTION OF DIRECTOR: FRANK M. CLARK, JR. Management For For
1C ELECTION OF DIRECTOR: PATRICK W. GROSS Management For For
1D ELECTION OF DIRECTOR: JOHN C. POPE Management For For
1E ELECTION OF DIRECTOR: W. ROBERT REUM Management For For
1F ELECTION OF DIRECTOR: STEVEN G. ROTHMEIER Management For For
1G ELECTION OF DIRECTOR: DAVID P. STEINER Management For For
1H ELECTION OF DIRECTOR: THOMAS H. WEIDEMEYER Management For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & Management For For
YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2009.
03 PROPOSAL TO AMEND THE COMPANY'S EMPLOYEE STOCK Management For For
PURCHASE PLAN TO INCREASE THE NUMBER OF SHARES
AUTHORIZED FOR ISSUANCE UNDER THE PLAN.
04 PROPOSAL TO APPROVE THE COMPANY'S 2009 STOCK Management For For
INCENTIVE PLAN.
05 PROPOSAL RELATING TO DISCLOSURE OF POLITICAL Shareholder Against For
CONTRIBUTIONS, IF PROPERLY PRESENTED AT THE
MEETING.
06 PROPOSAL TO ADOPT SIMPLE MAJORITY VOTE, IF Shareholder Against For
PROPERLY PRESENTED AT MEETING.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 91
The Gabelli Asset Fund
ALCOA INC.
SECURITY 013817101 MEETING TYPE Annual
TICKER SYMBOL AA MEETING DATE 08-May-2009
ISIN US0138171014 AGENDA 933026165 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 KATHRYN S. FULLER For For
2 JUDITH M. GUERON For For
3 PATRICIA F. RUSSO For For
4 ERNESTO ZEDILLO For For
02 PROPOSAL TO RATIFY THE INDEPENDENT AUDITOR Management For For
03 PROPOSAL TO APPROVE 2009 ALCOA STOCK INCENTIVE Management Against Against
PLAN
04 SHAREHOLDER PROPOSAL: SIMPLE MAJORITY VOTE Shareholder Against For
CURTISS-WRIGHT CORPORATION
SECURITY 231561101 MEETING TYPE Annual
TICKER SYMBOL CW MEETING DATE 08-May-2009
ISIN US2315611010 AGENDA 933027066 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 MARTIN R. BENANTE For For
2 S. MARCE FULLER For For
3 ALLEN A. KOZINSKI For For
4 CARL G. MILLER For For
5 WILLIAM B. MITCHELL For For
6 JOHN R. MYERS For For
7 JOHN B. NATHMAN For For
8 WILLIAM W. SIHLER For For
9 ALBERT E. SMITH For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF DELOITTE Management For For
& TOUCHE LLP AS THE COMPANY'S INDEPENDENT
ACCOUNTANTS FOR 2009.
OCEANEERING INTERNATIONAL, INC.
SECURITY 675232102 MEETING TYPE Annual
TICKER SYMBOL OII MEETING DATE 08-May-2009
ISIN US6752321025 AGENDA 933030253 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 JOHN R. HUFF For For
2 JEROLD J. DESROCHE For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & Management For For
YOUNG LLP AS INDEPENDENT AUDITORS FOR THE YEAR
ENDING DECEMBER 31, 2009.
ORTHOLOGIC CORP.
SECURITY 68750J107 MEETING TYPE Annual
TICKER SYMBOL CAPS MEETING DATE 08-May-2009
ISIN US68750J1079 AGENDA 933033223 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 ELWOOD D. HOWSE, JR. For For
2 W.M. WARDELL, MD, PH.D. For For
02 APPROVAL OF AMENDMENT TO THE ORTHOLOGIC 2005 Management Against Against
EQUITY INCENTIVE PLAN INCREASING SHARES
AVAILABLE FOR GRANT BY 1,250,000 SHARES.
03 PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & Management For For
YOUNG LLP, AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL
YEAR 2009.
THE GOLDMAN SACHS GROUP, INC.
SECURITY 38141G104 MEETING TYPE Annual
TICKER SYMBOL GS MEETING DATE 08-May-2009
ISIN US38141G1040 AGENDA 933037322 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1A ELECTION OF DIRECTOR: LLOYD C. BLANKFEIN Management For For
1B ELECTION OF DIRECTOR: JOHN H. BRYAN Management For For
1C ELECTION OF DIRECTOR: GARY D. COHN Management For For
1D ELECTION OF DIRECTOR: CLAES DAHLBACK Management For For
1E ELECTION OF DIRECTOR: STEPHEN FRIEDMAN Management For For
1F ELECTION OF DIRECTOR: WILLIAM W. GEORGE Management For For
1G ELECTION OF DIRECTOR: RAJAT K. GUPTA Management For For
1H ELECTION OF DIRECTOR: JAMES A. JOHNSON Management For For
1I ELECTION OF DIRECTOR: LOIS D. JULIBER Management For For
1J ELECTION OF DIRECTOR: LAKSHMI N. MITTAL Management For For
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 92
The Gabelli Asset Fund
1K ELECTION OF DIRECTOR: JAMES J. SCHIRO Management For For
1L ELECTION OF DIRECTOR: RUTH J. SIMMONS Management For For
02 RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR OUR 2009
FISCAL YEAR
03 ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION Management For For
04 SHAREHOLDER PROPOSAL REGARDING CUMULATIVE Shareholder Against For
VOTING
05 SHAREHOLDER PROPOSAL REGARDING SIMPLE MAJORITY Shareholder Against For
VOTE
06 SHAREHOLDER PROPOSAL TO AMEND BY-LAWS TO Shareholder Against For
PROVIDE FOR A BOARD COMMITTEE ON U.S. ECONOMIC
SECURITY
07 SHAREHOLDER PROPOSAL REGARDING POLITICAL Shareholder Against For
CONTRIBUTIONS
BRINK'S HOME SECURITY HOLDINGS, INC.
SECURITY 109699108 MEETING TYPE Annual
TICKER SYMBOL CFL MEETING DATE 08-May-2009
ISIN US1096991088 AGENDA 933047070 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 ROBERT B. ALLEN For For
2 MICHAEL S. GILLILAND For For
02 RATIFY THE APPOINTMENT OF KPMG LLP AS AN Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR ENDING DECEMBER 31, 2009.
IVANHOE MINES LTD.
SECURITY 46579N103 MEETING TYPE Annual
TICKER SYMBOL IVN MEETING DATE 08-May-2009
ISIN CA46579N1033 AGENDA 933053984 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 ROBERT M. FRIEDLAND For For
2 DAVID HUBERMAN For For
3 JOHN MACKEN For For
4 PETER MEREDITH For For
5 BRET CLAYTON For For
6 KJELD THYGESEN For For
7 ROBERT HANSON For For
8 MARKUS FABER For For
9 HOWARD BALLOCH For For
10 DAVID KORBIN For For
11 R. EDWARD FLOOD For For
12 LIVIA MAHLER For For
02 TO APPOINT DELOITTE & TOUCHE, LLP, CHARTERED Management For For
ACCOUNTANTS, AS AUDITORS OF THE CORPORATION AT
A REMUNERATION TO BE FIXED BY THE BOARD OF
DIRECTORS.
03 TO AUTHORIZE, BY AN ORDINARY RESOLUTION, THE Management For For
REPLACEMENT OF THE EXISTING PLAN WITH THE
AMENDED PLAN (EACH AS DEFINED IN THE
INFORMATION CIRCULAR) ALL AS MORE PARTICULARLY
DESCRIBED IN THE INFORMATION CIRCULAR.
DISCOVERY COMMUNICATIONS, INC.
SECURITY 25470F104 MEETING TYPE Annual
TICKER SYMBOL DISCA MEETING DATE 11-May-2009
ISIN US25470F1049 AGENDA 933026381 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1 DIRECTOR Management
1 ROBERT R. BECK For For
2 J. DAVID WARGO For For
2 RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS DISCOVERY
COMMUNICATIONS, INC.'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2009
DISH NETWORK CORPORATION
SECURITY 25470M109 MEETING TYPE Annual
TICKER SYMBOL DISH MEETING DATE 11-May-2009
ISIN US25470M1099 AGENDA 933028981 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 JAMES DEFRANCO For For
2 CANTEY ERGEN For For
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 93
The Gabelli Asset Fund
3 CHARLES W. ERGEN For For
4 STEVEN R. GOODBARN For For
5 GARY S. HOWARD For For
6 DAVID K. MOSKOWITZ For For
7 TOM A. ORTOLF For For
8 CARL E. VOGEL For For
02 TO RATIFY THE APPOINTMENT OF KPMG LLP AS OUR Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR ENDING DECEMBER 31, 2009.
03 TO APPROVE OUR 2009 STOCK INCENTIVE PLAN. Management Against Against
04 TO APPROVE AMENDMENTS TO EXISTING EQUITY PLANS Management Against Against
TO ALLOW FOR STOCK AWARD EXCHANGE PROGRAMS.
ECHOSTAR CORPORATION
SECURITY 278768106 MEETING TYPE Annual
TICKER SYMBOL SATS MEETING DATE 11-May-2009
ISIN US2787681061 AGENDA 933028993 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 JOSEPH P. CLAYTON For For
2 R. STANTON DODGE For For
3 MICHAEL T. DUGAN For For
4 CHARLES W. ERGEN For For
5 DAVID K. MOSKOWITZ For For
6 TOM A. ORTOLF For For
7 C. MICHAEL SCHROEDER For For
02 TO RATIFY THE APPOINTMENT OF KPMG LLP AS OUR Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR ENDING DECEMBER 31, 2009.
03 TO AMEND AND RESTATE OUR EMPLOYEE STOCK Management For For
PURCHASE PLAN.
04 TO APPROVE AMENDMENTS TO EXISTING EQUITY PLANS Management Against Against
TO ALLOW FOR STOCK AWARD EXCHANGE PROGRAMS.
LEUCADIA NATIONAL CORPORATION
SECURITY 527288104 MEETING TYPE Annual
TICKER SYMBOL LUK MEETING DATE 11-May-2009
ISIN US5272881047 AGENDA 933048298 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 IAN M. CUMMING For For
2 PAUL M. DOUGAN For For
3 ALAN J. HIRSCHFIELD For For
4 JAMES E. JORDAN For For
5 JEFFREY C. KEIL For For
6 J.C. NICHOLS, III For For
7 MICHAEL SORKIN For For
8 JOSEPH S. STEINBERG For For
02 TO APPROVE CERTAIN AMENDMENTS TO THE COMPANY'S Management For For
1999 STOCK OPTION PLAN.
03 TO RATIFY THE SELECTION OF Management For For
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
ACCOUNTANTS OF THE COMPANY FOR 2009.
KERRY GROUP PLC
SECURITY G52416107 MEETING TYPE Annual General Meeting
TICKER SYMBOL KRYAY.PK MEETING DATE 12-May-2009
ISIN IE0004906560 AGENDA 701908052 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1. Receive and approve the accounts for the YE 31 Management For For
DEC 2008 and the Directors' and the Auditors'
reports thereon
2. Declare a final dividend as recommended by the Management For For
Directors
3.ai Re-elect Mr. Denis Buckley, who retires in Management For For
accordance in accordance with the provisions
of the Combined Code on Corporate Governance
3aii Re-elect Mr. Michael Dowling, who retires in Management For For
accordance in accordance with the provisions
of the Combined Code on Corporate Governance
3.bi Re-elect Mr. Gerry Behan, who retires in Management For For
accordance with Article 102 and Article of
Association of the Company
3.Ci Re-elect Mr. Noel Greene, who retires in Management For For
accordance in accordance with Article 97 of
the Articles of Association of the Company
3Cii Re-elect Mr. Flor Healy, who retires in Management For For
accordance in accordance with Article 97 of
the Articles of Association of the Company
3Ciii Re-elect Mr. Kevin Kelly, who retires in Management For For
accordance in accordance with Article 97 of
the Articles of Association of the Company
3Civ Re-elect Mr. Brian Mehigan, who retires in Management For For
accordance in accordance with Article 97 of
the Articles of Association of the Company
4. Authorize the Directors to fix the Management For For
remuneration of the Auditors
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 94
The Gabelli Asset Fund
5. Authorize the Directors to exercise all the Management For For
powers of the Company to allot relevant
securities within the meaning of Section 20 of
the Companies [Amendment] Act 1983; the
maximum amount of the relevant securities
which may be allotted under the authority
hereby conferred shall be the authorized but
unissued A ordinary shares in the capital of
the Company; [Authority shall expire on 12 AUG
2010 unless and to extend that such is
renewed, revoked or extended prior to such
date]; the Directors may allot relevant
securities in pursuance of such offer or
agreement, notwithstanding that the authority
hereby conferred has expired
S.6 Authorize the Directors, pursuant to Sections Management For For
23 and 24(1) of the Companies [Amendment] Act,
1983 to allot equity securities within the
meaning of the said Section 23 for cash as if
Section 23(1) of the said Act did not apply to
any such allotment; and [Authority shall
expire on 12 AUG 2010 unless and to extend
that such is renewed, revoked or extended
prior to such date] and the Directors may
allot equity securities in pursuance of such
an offer or agreement as if the power
conferred by this Paragraph had not expired
and provided that the maximum amount of equity
securities [within the meaning of the said
Section 23] which may be allotted under this
authority shall not exceed in aggregate the
equivalent of 5% of the issued A ordinary
share capital of the Company at the date hereof
S.7 Authorize the Company to purchase A ordinary Management For For
shares on the market [Section 212 of the
Companies Act 1990], in the manner provided
for in Article 13A of the Articles of
Association of the Company, up to a maximum of
5% of the A ordinary share in issue at the
date of passing of this resolution; [Authority
expires at the end of the next AGM in 2010]
TELECOM ITALIA MEDIA SPA, ROMA
SECURITY T92765121 MEETING TYPE Special General Meeting
TICKER SYMBOL TIT.MI MEETING DATE 12-May-2009
ISIN IT0001389920 AGENDA 701931657 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting
REACH QUORUM, THERE WILL BE A SE-COND CALL ON
13 MAY 2009. [AND A THIRD CALL ON 14 MAY
2009]. CONSEQUENTLY, YOU-R VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE
AGENDA IS AME-NDED. PLEASE BE ALSO ADVISED
THAT YOUR SHARES WILL BE BLOCKED UNTIL THE
QUORUM-IS MET OR THE MEETING IS CANCELLED.
THANK YOU.
1. Appoint the shareholders common Management No
representative; resolutions related there to Action
PRUDENTIAL FINANCIAL, INC.
SECURITY 744320102 MEETING TYPE Annual
TICKER SYMBOL PRU MEETING DATE 12-May-2009
ISIN US7443201022 AGENDA 933021696 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1A ELECTION OF DIRECTOR: THOMAS J. BALTIMORE, JR. Management For For
1B ELECTION OF DIRECTOR: FREDERIC K. BECKER Management For For
1C ELECTION OF DIRECTOR: GORDON M. BETHUNE Management For For
1D ELECTION OF DIRECTOR: GASTON CAPERTON Management For For
1E ELECTION OF DIRECTOR: GILBERT F. CASELLAS Management For For
1F ELECTION OF DIRECTOR: JAMES G. CULLEN Management For For
1G ELECTION OF DIRECTOR: WILLIAM H. GRAY III Management For For
1H ELECTION OF DIRECTOR: MARK B. GRIER Management For For
1I ELECTION OF DIRECTOR: JON F. HANSON Management For For
1J ELECTION OF DIRECTOR: CONSTANCE J. HOMER Management For For
1K ELECTION OF DIRECTOR: KARL J. KRAPEK Management For For
1L ELECTION OF DIRECTOR: CHRISTINE A. POON Management For For
1M ELECTION OF DIRECTOR: JOHN R. STRANGFELD Management For For
1N ELECTION OF DIRECTOR: JAMES A. UNRUH Management For For
02 RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
AUDITOR FOR THE YEAR ENDING DECEMBER 31, 2009.
03 SHAREHOLDER PROPOSAL REGARDING A SHAREHOLDER Shareholder Against For
ADVISORY VOTE ON EXECUTIVE COMPENSATION.
04 SHAREHOLDER PROPOSAL ON SEPARATING THE OFFICES Shareholder Against For
OF CHAIRMAN AND CHIEF EXECUTIVE OFFICER.
NORTHEAST UTILITIES
SECURITY 664397106 MEETING TYPE Annual
TICKER SYMBOL NU MEETING DATE 12-May-2009
ISIN US6643971061 AGENDA 933026127 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTORS Management
1 RICHARD H. BOOTH For For
2 JOHN S. CLARKESON For For
3 COTTON M. CLEVELAND For For
4 SANFORD CLOUD, JR. For For
5 JAMES F. CORDES For For
6 E. GAIL DE PLANQUE For For
7 JOHN G. GRAHAM For For
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 95
The Gabelli Asset Fund
8 ELIZABETH T. KENNAN For For
9 KENNETH R. LEIBLER For For
10 ROBERT E. PATRICELLI For For
11 CHARLES W. SHIVERY For For
12 JOHN F. SWOPE For For
02 TO RATIFY THE SELECTION OF DELOITTE & TOUCHE Management For For
LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR
2009.
03 OTHER BUSINESS THAT MAY PROPERLY COME BEFORE Management For For
THE ANNUAL MEETING OR ANY ADJOURNMENT THEREOF.
CEPHALON, INC.
SECURITY 156708109 MEETING TYPE Annual
TICKER SYMBOL CEPH MEETING DATE 12-May-2009
ISIN US1567081096 AGENDA 933026684 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 F. BALDINO, JR., PH.D. For For
2 WILLIAM P. EGAN For For
3 MARTYN D. GREENACRE For For
4 VAUGHN M. KAILIAN For For
5 KEVIN E. MOLEY For For
6 C.A. SANDERS, M.D. For For
7 GAIL R. WILENSKY, PH.D. For For
8 DENNIS L. WINGER For For
02 APPROVAL OF AMENDMENT TO THE 2004 EQUITY Management Against Against
COMPENSATION PLAN INCREASING THE NUMBER OF
SHARES AUTHORIZED FOR ISSUANCE.
03 RATIFICATION OF APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
REGISTERED PUBLIC ACCOUNTANTS FOR THE YEAR
ENDING DECEMBER 31, 2009.
THE ST. JOE COMPANY
SECURITY 790148100 MEETING TYPE Annual
TICKER SYMBOL JOE MEETING DATE 12-May-2009
ISIN US7901481009 AGENDA 933027294 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 MICHAEL L. AINSLIE For For
2 HUGH M. DURDEN For For
3 THOMAS A. FANNING For For
4 WM. BRITTON GREENE For For
5 ADAM W. HERBERT, JR. For For
6 DELORES M. KESLER For For
7 JOHN S. LORD For For
8 WALTER L. REVELL For For
02 APPROVAL OF THE ST. JOE COMPANY 2009 EQUITY Management For For
INCENTIVE PLAN.
03 RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS Management For For
OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE 2009 FISCAL YEAR.
ITT CORPORATION
SECURITY 450911102 MEETING TYPE Annual
TICKER SYMBOL ITT MEETING DATE 12-May-2009
ISIN US4509111021 AGENDA 933028551 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 STEVEN R. LORANGER For For
2 CURTIS J. CRAWFORD For For
3 CHRISTINA A. GOLD For For
4 RALPH F. HAKE For For
5 JOHN J. HAMRE For For
6 PAUL J. KERN For For
7 FRANK T. MACINNIS For For
8 SURYA N. MOHAPATRA For For
9 LINDA S. SANFORD For For
10 MARKOS I. TAMBAKERAS For For
02 RATIFICATION OF THE APPOINTMENT OF DELOITTE & Management For For
TOUCHE LLP AS ITT'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR 2009.
03 TO VOTE ON A SHAREHOLDER PROPOSAL, IF PROPERLY Shareholder Against For
PRESENTED AT THE MEETING, REQUESTING THAT THE
COMPANY PROVIDE A COMPREHENSIVE REPORT AT A
REASONABLE COST AND OMITTING PROPRIETARY AND
CLASSIFIED INFORMATION OF THE COMPANY'S
FOREIGN SALES OF MILITARY AND WEAPONS-RELATED
PRODUCTS AND SERVICES.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 96
The Gabelli Asset Fund
SPRINT NEXTEL CORPORATION
SECURITY 852061100 MEETING TYPE Annual
TICKER SYMBOL S MEETING DATE 12-May-2009
ISIN US8520611000 AGENDA 933029224 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1A ELECTION OF DIRECTOR: ROBERT R. BENNETT Management For For
1B ELECTION OF DIRECTOR: GORDON M. BETHUNE Management For For
1C ELECTION OF DIRECTOR: LARRY C. GLASSCOCK Management For For
1D ELECTION OF DIRECTOR: JAMES H. HANCE, JR. Management For For
1E ELECTION OF DIRECTOR: DANIEL R. HESSE Management For For
1F ELECTION OF DIRECTOR: V. JANET HILL Management For For
1G ELECTION OF DIRECTOR: FRANK IANNA Management For For
1H ELECTION OF DIRECTOR: SVEN-CHRISTER NILSSON Management For For
1I ELECTION OF DIRECTOR: WILLIAM R. NUTI Management For For
1J ELECTION OF DIRECTOR: RODNEY O'NEAL Management For For
02 TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
OF SPRINT NEXTEL FOR 2009.
03 TO APPROVE AMENDMENTS TO THE 1988 EMPLOYEES Management For For
STOCK PURCHASE PLAN.
04 TO VOTE ON A SHAREHOLDER PROPOSAL CONCERNING Shareholder Against For
SPECIAL SHAREHOLDER MEETINGS.
05 TO VOTE ON A SHAREHOLDER PROPOSAL CONCERNING Shareholder Against For
POLITICAL CONTRIBUTIONS.
WYNDHAM WORLDWIDE CORPORATION
SECURITY 98310W108 MEETING TYPE Annual
TICKER SYMBOL WYN MEETING DATE 12-May-2009
ISIN US98310W1080 AGENDA 933029616 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1 DIRECTOR Management
1 STEPHEN P. HOLMES For For
2 MYRA J. BIBLOWIT For For
3 PAULINE D.E. RICHARDS For For
2 TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE Management For For
LLP AS WYNDHAM WORLDWIDE CORPORATION'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR ENDING DECEMBER 31, 2009.
3 TO APPROVE THE AMENDMENT AND RESTATEMENT OF Management For For
THE WYNDHAM WORLDWIDE CORPORATION 2006 EQUITY
AND INCENTIVE PLAN PRIMARILY FOR PURPOSES OF
SECTION 162(M) OF THE INTERNAL REVENUE CODE.
4 SHAREHOLDER PROPOSAL NO. 1 - CONCERNING Shareholder Against For
SEVERANCE AGREEMENTS.
5 SHAREHOLDER PROPOSAL NO. 2 - CONCERNING Shareholder Against For
INDEPENDENT CHAIRMAN OF THE BOARD.
BELO CORP.
SECURITY 080555105 MEETING TYPE Annual
TICKER SYMBOL BLC MEETING DATE 12-May-2009
ISIN US0805551050 AGENDA 933033134 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 HENRY P. BECTON, JR. For For
2 JAMES M. MORONEY III For For
3 LLOYD D. WARD For For
02 PROPOSAL TO APPROVE THE BELO AMENDED AND Management For For
RESTATED 2004 EXECUTIVE COMPENSATION PLAN.
03 RATIFICATION OF THE APPOINTMENT OF ERNST & Management For For
YOUNG LLP AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM.
04 SHAREHOLDER PROPOSAL RELATING TO REPEAL OF THE Shareholder Against For
CLASSIFIED BOARD OF DIRECTORS.
NISOURCE INC.
SECURITY 65473P105 MEETING TYPE Annual
TICKER SYMBOL NI MEETING DATE 12-May-2009
ISIN US65473P1057 AGENDA 933033297 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1A ELECTION OF DIRECTOR: RICHARD A. ABDOO Management For For
1B ELECTION OF DIRECTOR: STEVEN C. BEERING Management For For
1C ELECTION OF DIRECTOR: DENNIS E. FOSTER Management For For
1D ELECTION OF DIRECTOR: MICHAEL E. JESANIS Management For For
1E ELECTION OF DIRECTOR: MARTY K. KITTRELL Management For For
1F ELECTION OF DIRECTOR: W. LEE NUTTER Management For For
1G ELECTION OF DIRECTOR: DEBORAH S. PARKER Management For For
1H ELECTION OF DIRECTOR: IAN M. ROLLAND Management For For
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 97
The Gabelli Asset Fund
1I ELECTION OF DIRECTOR: ROBERT C. SKAGGS, JR. Management For For
1J ELECTION OF DIRECTOR: RICHARD L. THOMPSON Management For For
1K ELECTION OF DIRECTOR: CAROLYN Y. WOO Management For For
II RATIFICATION OF INDEPENDENT REGISTERED PUBLIC Management For For
ACCOUNTANTS.
III SHAREHOLDER PROPOSAL REGARDING SPECIAL Shareholder Against For
SHAREHOLDER MEETINGS.
DENTSPLY INTERNATIONAL INC.
SECURITY 249030107 MEETING TYPE Annual
TICKER SYMBOL XRAY MEETING DATE 12-May-2009
ISIN US2490301072 AGENDA 933041129 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1 DIRECTOR Management
1 WENDY L DIXON, PHD For For
2 LESLIE A. JONES For For
3 BRET W. WISE For For
2 PROPOSAL TO RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP, INDEPENDENT
ACCOUNTANTS, TO AUDIT THE BOOKS AND ACCOUNTS
OF THE COMPANY FOR THE YEAR ENDING DECEMBER
31, 2009.
ANIXTER INTERNATIONAL INC.
SECURITY 035290105 MEETING TYPE Annual
TICKER SYMBOL AXE MEETING DATE 12-May-2009
ISIN US0352901054 AGENDA 933043135 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 LORD JAMES BLYTH For For
2 FREDERIC F. BRACE For For
3 LINDA WALKER BYNOE For For
4 ROBERT L. CRANDALL For For
5 ROBERT J. ECK For For
6 ROBERT W. GRUBBS JR. For For
7 F. PHILIP HANDY For For
8 MELVYN N. KLEIN For For
9 GEORGE MUNOZ For For
10 STUART M. SLOAN For For
11 THOMAS C. THEOBALD For For
12 MATTHEW ZELL For For
13 SAMUEL ZELL For For
02 RATIFICATION OF ERNST & YOUNG LLP AS Management For For
INDEPENDENT AUDITORS.
LOEWS CORPORATION
SECURITY 540424108 MEETING TYPE Annual
TICKER SYMBOL L MEETING DATE 12-May-2009
ISIN US5404241086 AGENDA 933048616 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1A ELECTION OF DIRECTOR: A.E. BERMAN Management For For
1B ELECTION OF DIRECTOR: J.L. BOWER Management For For
1C ELECTION OF DIRECTOR: C.M. DIKER Management For For
1D ELECTION OF DIRECTOR: P.J. FRIBOURG Management For For
1E ELECTION OF DIRECTOR: W.L. HARRIS Management For For
1F ELECTION OF DIRECTOR: P.A. LASKAWY Management For For
1G ELECTION OF DIRECTOR: K. MILLER Management For For
1H ELECTION OF DIRECTOR: G.R. SCOTT Management For For
1I ELECTION OF DIRECTOR: A.H. TISCH Management For For
1J ELECTION OF DIRECTOR: J.S. TISCH Management For For
1K ELECTION OF DIRECTOR: J.M. TISCH Management For For
02 RATIFY DELOITTE & TOUCHE LLP AS INDEPENDENT Management For For
AUDITORS
03 APPROVE A PROPOSED AMENDMENT TO SIMPLIFY AND Management For For
UPDATE OUR CORPORATE CHARTER THE BOARD OF
DIRECTORS RECOMMENDS A VOTE "AGAINST" ITEM 4
04 SHAREHOLDER PROPOSAL - CUMULATIVE VOTING Shareholder Against For
MIDAS, INC.
SECURITY 595626102 MEETING TYPE Annual
TICKER SYMBOL MDS MEETING DATE 12-May-2009
ISIN US5956261029 AGENDA 933048654 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 JAROBIN GILBERT, JR. For For
2 DIANE L. ROUTSON For For
02 RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS Management For For
THE INDEPENDENT AUDITORS OF MIDAS, INC. FOR
THE FISCAL YEAR ENDING JANUARY 2, 2010.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 98
The Gabelli Asset Fund
PETROCHINA COMPANY LIMITED
SECURITY 71646E100 MEETING TYPE Annual
TICKER SYMBOL PTR MEETING DATE 12-May-2009
ISIN US71646E1001 AGENDA 933050255 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 TO CONSIDER AND APPROVE THE REPORT OF THE Management For For
BOARD OF DIRECTORS OF THE COMPANY FOR THE YEAR
2008.
02 TO CONSIDER AND APPROVE THE REPORT OF THE Management For For
SUPERVISORY COMMITTEE OF THE COMPANY FOR THE
YEAR 2008.
03 TO CONSIDER AND APPROVE THE AUDITED FINANCIAL Management For For
STATEMENTS OF THE COMPANY FOR THE YEAR 2008.
04 TO CONSIDER AND APPROVE THE DECLARATION AND Management For For
PAYMENT OF THE FINAL DIVIDENDS FOR THE YEAR
ENDED DECEMBER 31, 2008 IN THE AMOUNT AND IN
THE MANNER RECOMMENDED BY THE BOARD OF
DIRECTORS.
05 TO CONSIDER AND APPROVE THE AUTHORISATION OF Management For For
THE BOARD OF DIRECTORS TO DETERMINE THE
DISTRIBUTION OF INTERIM DIVIDENDS.
06 APPOINTMENT OF PRICEWATERHOUSECOOPERS AS Management For For
INTERNATIONAL AUDITORS AND
PRICEWATERHOUSECOOPERS ZHONG TIAN CPAS LIMITED
COMPANY, CERTIFIED PUBLIC ACCOUNTANTS AS
DOMESTIC AUDITORS FOR 2009.
07 TO CONSIDER AND APPROVE, BY WAY OF SPECIAL Management For For
RESOLUTION, A GENERAL MANDATE TO THE BOARD OF
DIRECTORS TO SEPARATELY OR CONCURRENTLY ISSUE,
ALLOT AND DEAL WITH ADDITIONAL DOMESTIC SHARES
& COMPANY SHARES AND OVERSEAS LISTED FOREIGN
SHARES IN THE COMPANY NOT EXCEEDING 20% OF
EACH OF ITS EXISTING DOMESTIC SHARES.
08 CONSIDER AND APPROVE, TO GRANT A GENERAL Management For For
MANDATE TO ISSUE DEBT FINANCING INSTRUMENTS IN
AGGREGATE PRINCIPAL AMOUNT BY BOARD.
09 TO CONSIDER AND APPROVE THE ELECTION OF MR. Management For For
WANG DAOCHENG AS INDEPENDENT SUPERVISOR OF THE
COMPANY.
GRIFFIN LAND & NURSERIES, INC.
SECURITY 398231100 MEETING TYPE Annual
TICKER SYMBOL GRIF MEETING DATE 12-May-2009
ISIN US3982311009 AGENDA 933060509 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 W.J. CHURCHILL, JR. For For
2 EDGAR M. CULLMAN For For
3 DAVID M. DANZIGER For For
4 FREDERICK M. DANZIGER For For
5 THOMAS C. ISRAEL For For
6 ALBERT H. SMALL, JR. For For
7 DAVID F. STEIN For For
02 APPROVAL OF THE GRIFFIN LAND & NURSERIES, INC. Management For For
2009 STOCK OPTION PLAN.
03 RATIFICATION OF THE SELECTION OF INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTANTS.
WEIR GROUP PLC, GLASGOW
SECURITY G95248137 MEETING TYPE Annual General Meeting
TICKER SYMBOL 42W.BE MEETING DATE 13-May-2009
ISIN GB0009465807 AGENDA 701886662 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1. Receive and adopt the report and financial Management For For
statements
2. Approve final dividend of 13.85 pence per Management For For
ordinary share
3. Approve the Remuneration Committee Report Management For For
4. Elect Mr. John Mogford as a Director Management For For
5. Elect Mr. Richard Menell as a Director Management For For
6. Re-elect Mr. Michael Dearden as a Director Management For For
7. Re-elect Mr. Lord Robertson as a Director Management For For
8. Re-elect Professor Ian Percy as a Director Management For For
9. Re-appoint Ernst & Young LLP as the Auditors Management For For
10. Authorize the Directors to fix the Management For For
remuneration of the Auditors
11. Grant authority to issue of equity or Management For For
equity-linked securities with pre-emptive
rights up to aggregate nominal amount of GBP
8,750,000
S.12 Grant authority to issue of equity or Management For For
equity-linked securities without pre-emptive
rights up to aggregate nominal amount of GBP
1,310,000
S.13 Grant authority up to GBP 2,620,000 for market Management For For
purchase
S.14 Grant authority for the general meetings, Management For For
other than the Company's AGM, may be called on
14 clear days' notice
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 99
The Gabelli Asset Fund
HONGKONG & SHANGHAI HOTELS LTD
SECURITY Y35518110 MEETING TYPE Annual General Meeting
TICKER SYMBOL HKSHF MEETING DATE 13-May-2009
ISIN HK0045000319 AGENDA 701893908 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO Non-Voting
VOTE 'IN FAVOR' OR 'AGAINST' FOR-ALL THE
RESOLUTIONS. THANK YOU.
1. Receive the audited financial statements and Management For For
the reports of the Directors' and the
Independent Auditor for the YE 31 DEC 2008
2. Declare a final dividend Management For For
3.a Re-elect Mr. Ronald James McAulay as a Director Management For For
3.b Re-elect Dr. The Hon. Sir David Kwok Po Li as Management For For
a Director
3.c Re-elect Mr. John Andrew Harry Leigh as a Management For For
Director
3.d Re-elect Mr. Nicholas Timothy James Colfer as Management For For
a Director
3.e Re-elect Mr. Neil John Galloway as a Director Management For For
4. Re-appoint KPMG as the Auditors of the Company Management For For
at a fee to be agreed by the Directors and
authorize the Directors to fix their
remuneration
5. Authorize the Directors of the Company, Management For For
subject to this resolution, to allot, issue
and deal with additional shares in the capital
of the Company and make or grant offers,
agreements, options or warrants during and
after the relevant period, not exceeding 20%
of the aggregate number of the issued share
capital of the Company otherwise than pursuant
to: i) a rights issue; or ii) any option
scheme or similar arrangement for the time
being adopted for the grant or issue to
officers and/or employees of the Company
and/or any of its subsidiaries of shares or
rights to acquire shares of the Company; or
iii) any scrip dividend or similar arrangement
pursuant to the Articles of Association of the
Company from time to time; [Authority expires
the earlier of the conclusion of the next AGM
of the Company or the expiration of the period
within which the next AGM is to be held by law]
6. Authorize the Directors of the Company to Management For For
repurchase shares or otherwise acquire shares
of HKD 0.50 each in the capital of the Company
in accordance with all applicable laws and the
requirements of the Rules Governing the
Listing of Securities on The Stock Exchange of
Hong Kong Limited, during the relevant period,
provided that the aggregate number of shares
in the capital of the Company so repurchased
or otherwise acquired shall not exceeding 10%
of the aggregate nominal amount of the issued
share capital of the Company; and [Authority
expires the earlier of the conclusion of the
AGM of the Company or the expiration of the
period within which the next AGM of the
Company is to be held by law]
7. Approve, subject to the passing of the Management For For
Resolutions 5 and 6 above, to add the
aggregate number of the shares in the capital
of the Company which are repurchased or
otherwise acquired by the Company pursuant to
Resolution 6 be added to the aggregate number
of shares in the capital of the Company which
may be issued pursuant to Resolution 5
S.8 Amend the Articles 1, 2, 7A, 15, 17(A), 17(B), Management For For
36, 38, 49, 58, 65A, 68, 74A, 70, 72, 74A, 86,
87, 89, 91, 92, 98(A), 130(A), 130(C), 133,
135, 137 of the Articles of Association of the
Company as specified
ACCOR SA, COURCOURONNES
SECURITY F00189120 MEETING TYPE MIX
TICKER SYMBOL ACRFF.PK MEETING DATE 13-May-2009
ISIN FR0000120404 AGENDA 701897324 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
French Resident Shareowners must complete, Non-Voting
sign and forward the Proxy Card dir-ectly to
the sub custodian. Please contact your Client
Service Representative-to obtain the necessary
card, account details and directions. The
followin-g applies to Non- Resident
Shareowners: Proxy Cards: Voting instructions
will-be forwarded to the Global Custodians
that have become Registered Intermediar-ies,
on the Vote Deadline Date. In capacity as
Registered Intermediary, the Gl-obal Custodian
will sign the Proxy Card and forward to the
local custodian. If-you are unsure whether
your Global Custodian acts as Registered
Intermediary,-please contact your
representative
PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY Non-Voting
VALID VOTE OPTIONS ARE "FOR" AN-D ""AGAINST" A
VOTE OF "ABSTAIN" WILL BE TREATED AS AN
""AGAINST" VOTE.
1. Approve financial statements and the statutory Management For For
reports
2. Approve the consolidated financial statements Management For For
and the statutory reports
3. Approve the allocation of income and dividends Management For For
of EUR 1.65 per Share
4. Approve the Stock Dividend Program [Cash or Management For For
Shares]
5. Re-elect Mr. Thomas J. Barack as a Director Management For For
6. Re-elect Mr. Sebastien Bazin as a Director Management For For
7. Re-elect Mr. Philippe Citerne as a Director Management For For
8. Re-elect Mr. Gabriele Galateri as a Director Management For For
9. Re-elect Mr. Gilles Pelisson as a Director Management For For
10. Ratify the appointment and re-election of Mr. Management For For
Alain Quinet as a Director
11. Re-elect Mr. Franck Riboud as a Director Management For For
12. Ratify the appointment and re-election of Mr. Management For For
Patrick Sayer as a Director
13. Elect Mr. Jean-Paul Bailly as a Director Management For For
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 100
The Gabelli Asset Fund
14. Elect Mr. Denis Hennequin as a Director Management For For
15. Elect Mr. Bertrand Meheut as a Director Management For For
16. Elect Ms.Virginie Morgon as a Director Management For For
17. Approve the remuneration of the Directors in Management For For
the aggregate amount of EUR 420,000
18. Approve the transaction with Caisse Des Depots Management For For
Et Consignations
19. Approve the transaction with Colony Capital SAS Management For For
20. Approve the transaction with Gilles Pelisson Management For For
21. Approve the transaction with Gilles Pelisson Management For For
22. Approve the transaction with Gilles Pelisson Management For For
23. Approve the transaction with Paul Dubrule and Management For For
Gerard Pelisson
24. Grant authority to repurchase of Up to 10% of Management For For
issued share capital special business
25. Approve the reduction in Share capital via Management For For
cancellation of repurchased shares
26. Grant authority to issue of equity or Management For For
equity-linked securities with preemptive
rights up to aggregate nominal amount of EUR
200 Million
27. Approve the issuance of equity or Management For For
equity-linked securities without preemptive
rights up to aggregate nominal amount of EUR
150 Million, with the possibility not to offer
them to the public
28. Grant authority to increase the capital of up Management For For
to 10% of issued capital for future
acquisitions
29. Authorize the Board, subject to Approval of Management For For
Items 26 and/or 27, to increase capital in the
event of additional demand related to
delegation submitted to shareholder vote above
30. Approve the capitalization of reserves of up Management For For
to EUR 200 Million for bonus issue or increase
in par value
31. Approve to set global limit for capital Management For For
increase to result from all issuance requests
under Items 26 to 30 at EUR 300 Million
32. Approve the Employee Stock Purchase Plan Management For For
33. Grant authority to fill the required Management For For
documents/other formalities
SAFEWAY INC.
SECURITY 786514208 MEETING TYPE Annual
TICKER SYMBOL SWY MEETING DATE 13-May-2009
ISIN US7865142084 AGENDA 933009640 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1A ELECTION OF DIRECTOR: STEVEN A. BURD Management For For
1B ELECTION OF DIRECTOR: JANET E. GROVE Management For For
1C ELECTION OF DIRECTOR: MOHAN GYANI Management For For
1D ELECTION OF DIRECTOR: PAUL HAZEN Management For For
1E ELECTION OF DIRECTOR: FRANK C. HERRINGER Management For For
1F ELECTION OF DIRECTOR: ROBERT I. MACDONNELL Management For For
1G ELECTION OF DIRECTOR: KENNETH W. ODER Management For For
1H ELECTION OF DIRECTOR: REBECCA A. STIRN Management For For
1I ELECTION OF DIRECTOR: WILLIAM Y. TAUSCHER Management For For
1J ELECTION OF DIRECTOR: RAYMOND G. VIAULT Management For For
02 RATIFICATION OF APPOINTMENT OF DELOITTE & Management For For
TOUCHE LLP AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM.
03 STOCKHOLDER PROPOSAL REQUESTING CUMULATIVE Shareholder Against For
VOTING.
04 STOCKHOLDER PROPOSAL REQUESTING THAT HOLDERS Shareholder Against For
OF 10% OF THE OUTSTANDING COMMON STOCK BE
GIVEN THE POWER TO CALL SPECIAL STOCKHOLDER
MEETINGS
05 STOCKHOLDER PROPOSAL REQUESTING LIMITATION ON Shareholder Against For
FUTURE DEATH BENEFITS.
COMCAST CORPORATION
SECURITY 20030N101 MEETING TYPE Annual
TICKER SYMBOL CMCSA MEETING DATE 13-May-2009
ISIN US20030N1019 AGENDA 933019552 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 S. DECKER ANSTROM For For
2 KENNETH J. BACON For For
3 SHELDON M. BONOVITZ For For
4 EDWARD D. BREEN For For
5 JULIAN A. BRODSKY For For
6 JOSEPH J. COLLINS For For
7 J. MICHAEL COOK For For
8 GERALD L. HASSELL For For
9 JEFFREY A. HONICKMAN For For
10 BRIAN L. ROBERTS For For
11 RALPH J. ROBERTS For For
12 DR. JUDITH RODIN For For
13 MICHAEL I. SOVERN For For
02 RATIFICATION OF INDEPENDENT AUDITORS Management For For
03 APPROVAL OF OUR 2002 EMPLOYEE STOCK PURCHASE Management For For
PLAN, AS AMENDED AND RESTATED
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 101
The Gabelli Asset Fund
04 APPROVAL OF OUR 2002 RESTRICTED STOCK PLAN, AS Management Against Against
AMENDED AND RESTATED
05 APPROVAL OF OUR 2003 STOCK OPTION PLAN, AS Management Against Against
AMENDED AND RESTATED
06 IDENTIFY ALL EXECUTIVE OFFICERS WHO EARN IN Shareholder Against For
EXCESS OF $500,000
07 OBTAIN SHAREHOLDER APPROVAL OF CERTAIN FUTURE Shareholder Against For
DEATH BENEFIT ARRANGEMENTS
08 ADOPT AN ANNUAL VOTE ON EXECUTIVE COMPENSATION Shareholder Against For
09 ADOPT A RECAPITALIZATION PLAN Shareholder Against For
QWEST COMMUNICATIONS INTERNATIONAL INC.
SECURITY 749121109 MEETING TYPE Annual
TICKER SYMBOL Q MEETING DATE 13-May-2009
ISIN US7491211097 AGENDA 933024527 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1A ELECTION OF DIRECTOR: EDWARD A. MUELLER Management For For
1B ELECTION OF DIRECTOR: LINDA G. ALVARADO Management For For
1C ELECTION OF DIRECTOR: CHARLES L. BIGGS Management For For
1D ELECTION OF DIRECTOR: K. DANE BROOKSHER Management For For
1E ELECTION OF DIRECTOR: PETER S. HELLMAN Management For For
1F ELECTION OF DIRECTOR: R. DAVID HOOVER Management For For
1G ELECTION OF DIRECTOR: PATRICK J. MARTIN Management For For
1H ELECTION OF DIRECTOR: CAROLINE MATTHEWS Management For For
1I ELECTION OF DIRECTOR: WAYNE W. MURDY Management For For
1J ELECTION OF DIRECTOR: JAN L. MURLEY Management For For
1K ELECTION OF DIRECTOR: JAMES A. UNRUH Management For For
1L ELECTION OF DIRECTOR: ANTHONY WELTERS Management For For
02 THE RATIFICATION OF THE APPOINTMENT OF KPMG Management For For
LLP AS OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2009.
03 APPROVAL OF A POLICY RELATING TO SEVERANCE Management For For
ARRANGEMENTS WITH EXECUTIVES.
04 A STOCKHOLDER PROPOSAL URGING THE BOARD TO Shareholder Against For
ADOPT A POLICY TO SEEK STOCKHOLDER APPROVAL OF
CERTAIN EXTRAORDINARY RETIREMENT BENEFITS FOR
EXECUTIVES.
05 A STOCKHOLDER PROPOSAL URGING THE BOARD TO Shareholder Against For
ADOPT A POLICY THAT STOCKHOLDERS HAVE THE
OPPORTUNITY AT ANNUAL MEETINGS TO VOTE ON AN
ADVISORY RESOLUTION ON CERTAIN EXECUTIVE
COMPENSATION.
06 A STOCKHOLDER PROPOSAL REQUESTING THE BOARD TO Shareholder Against For
AMEND OUR BYLAWS TO ALLOW 10% STOCKHOLDERS TO
CALL SPECIAL STOCKHOLDER MEETINGS.
07 A STOCKHOLDER PROPOSAL REQUESTING THAT OUR Shareholder Against For
BOARD INITIATE THE PROCESS OF REINCORPORATING
QWEST IN NORTH DAKOTA.
CONOCOPHILLIPS
SECURITY 20825C104 MEETING TYPE Annual
TICKER SYMBOL COP MEETING DATE 13-May-2009
ISIN US20825C1045 AGENDA 933026317 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1A ELECTION OF DIRECTOR: RICHARD L. ARMITAGE Management For For
1B ELECTION OF DIRECTOR: RICHARD H. AUCHINLECK Management For For
1C ELECTION OF DIRECTOR: JAMES E. COPELAND, JR. Management For For
1D ELECTION OF DIRECTOR: KENNETH M. DUBERSTEIN Management For For
1E ELECTION OF DIRECTOR: RUTH R. HARKIN Management For For
1F ELECTION OF DIRECTOR: HAROLD W. MCGRAW III Management For For
1G ELECTION OF DIRECTOR: JAMES J. MULVA Management For For
1H ELECTION OF DIRECTOR: HARALD J. NORVIK Management For For
1I ELECTION OF DIRECTOR: WILLIAM K. REILLY Management For For
1J ELECTION OF DIRECTOR: BOBBY S. SHACKOULS Management For For
1K ELECTION OF DIRECTOR: VICTORIA J. TSCHINKEL Management For For
1L ELECTION OF DIRECTOR: KATHRYN C. TURNER Management For For
1M ELECTION OF DIRECTOR: WILLIAM E. WADE, JR. Management For For
02 PROPOSAL TO RATIFY APPOINTMENT OF ERNST & Management For For
YOUNG LLP AS CONOCOPHILLIPS' INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2009.
03 PROPOSAL TO APPROVE 2009 OMNIBUS STOCK AND Management For For
PERFORMANCE INCENTIVE PLAN.
04 UNIVERSAL HEALTH CARE PRINCIPLES. Shareholder Against For
05 ADVISORY VOTE ON EXECUTIVE COMPENSATION. Shareholder Against For
06 POLITICAL CONTRIBUTIONS. Shareholder Against For
07 GREENHOUSE GAS REDUCTION. Shareholder Against For
08 OIL SANDS DRILLING. Shareholder Against For
09 DIRECTOR QUALIFICATIONS. Shareholder Against For
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 102
The Gabelli Asset Fund
EASTMAN KODAK COMPANY
SECURITY 277461109 MEETING TYPE Annual
TICKER SYMBOL EK MEETING DATE 13-May-2009
ISIN US2774611097 AGENDA 933028652 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1A ELECTION OF DIRECTOR: RICHARD S. BRADDOCK Management For For
1B ELECTION OF DIRECTOR: TIMOTHY M. DONAHUE Management For For
1C ELECTION OF DIRECTOR: MICHAEL J. HAWLEY Management For For
1D ELECTION OF DIRECTOR: WILLIAM H. HERNANDEZ Management For For
1E ELECTION OF DIRECTOR: DOUGLAS R. LEBDA Management For For
1F ELECTION OF DIRECTOR: DEBRA L. LEE Management For For
1G ELECTION OF DIRECTOR: DELANO E. LEWIS Management For For
1H ELECTION OF DIRECTOR: WILLIAM G. PARRETT Management For For
1I ELECTION OF DIRECTOR: ANTONIO M. PEREZ Management For For
1J ELECTION OF DIRECTOR: DENNIS F. STRIGL Management For For
1K ELECTION OF DIRECTOR: LAURA D'ANDREA TYSON Management For For
02 RATIFICATION OF THE AUDIT COMMITTEE'S Management For For
SELECTION OF PRICEWATERHOUSECOOPERS LLP AS OUR
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
WATTS WATER TECHNOLOGIES, INC.
SECURITY 942749102 MEETING TYPE Annual
TICKER SYMBOL WTS MEETING DATE 13-May-2009
ISIN US9427491025 AGENDA 933028880 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1 DIRECTOR Management
1 ROBERT L. AYERS For For
2 KENNETT F. BURNES For For
3 RICHARD J. CATHCART For For
4 TIMOTHY P. HORNE For For
5 RALPH E. JACKSON, JR. For For
6 KENNETH J. MCAVOY For For
7 JOHN K. MCGILLICUDDY For For
8 GORDON W. MORAN For For
9 DANIEL J. MURPHY, III For For
10 PATRICK S. O'KEEFE For For
2 TO RATIFY THE SELECTION OF KPMG LLP AS OUR Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE CURRENT FISCAL YEAR.
MATTEL, INC.
SECURITY 577081102 MEETING TYPE Annual
TICKER SYMBOL MAT MEETING DATE 13-May-2009
ISIN US5770811025 AGENDA 933029046 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1A ELECTION OF DIRECTOR: MICHAEL J. DOLAN Management For For
1B ELECTION OF DIRECTOR: ROBERT A. ECKERT Management For For
1C ELECTION OF DIRECTOR: DR. FRANCES D. FERGUSSON Management For For
1D ELECTION OF DIRECTOR: TULLY M. FRIEDMAN Management For For
1E ELECTION OF DIRECTOR: DOMINIC NG Management For For
1F ELECTION OF DIRECTOR: VASANT M. PRABHU Management For For
1G ELECTION OF DIRECTOR: DR. ANDREA L. RICH Management For For
1H ELECTION OF DIRECTOR: RONALD L. SARGENT Management For For
1I ELECTION OF DIRECTOR: DEAN A. SCARBOROUGH Management For For
1J ELECTION OF DIRECTOR: CHRISTOPHER A. SINCLAIR Management For For
1K ELECTION OF DIRECTOR: G. CRAIG SULLIVAN Management For For
1L ELECTION OF DIRECTOR: KATHY BRITTAIN WHITE Management For For
02 RATIFICATION OF THE SELECTION OF Management For For
PRICEWATERHOUSECOOPERS LLP AS MATTEL, INC.'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
03 STOCKHOLDER PROPOSAL REGARDING CERTAIN REPORTS Shareholder Against For
BY THE BOARD OF DIRECTORS.
04 STOCKHOLDER PROPOSAL REGARDING SPECIAL Shareholder Against For
SHAREOWNER MEETINGS.
TENNECO INC.
SECURITY 880349105 MEETING TYPE Annual
TICKER SYMBOL TEN MEETING DATE 13-May-2009
ISIN US8803491054 AGENDA 933029274 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1A ELECTION OF DIRECTOR: CHARLES W. CRAMB Management For For
1B ELECTION OF DIRECTOR: DENNIS J. LETHAM Management For For
1C ELECTION OF DIRECTOR: FRANK E. MACHER Management For For
1D ELECTION OF DIRECTOR: HARI N. NAIR Management For For
1E ELECTION OF DIRECTOR: ROGER B. PORTER Management For For
1F ELECTION OF DIRECTOR: DAVID B. PRICE, JR. Management For For
1G ELECTION OF DIRECTOR: GREGG M. SHERRILL Management For For
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 103
The Gabelli Asset Fund
1H ELECTION OF DIRECTOR: PAUL T. STECKO Management For For
1I ELECTION OF DIRECTOR: MITSUNOBU TAKEUCHI Management For For
1J ELECTION OF DIRECTOR: JANE L. WARNER Management For For
02 APPROVE APPOINTMENT OF DELOITTE & TOUCHE LLP Management For For
AS INDEPENDENT PUBLIC ACCOUNTANTS FOR 2009.
03 APPROVE AMENDMENT OF THE TENNECO INC. 2006 Management Against Against
LONG- TERM INCENTIVE PLAN TO INCREASE SHARES
AVAILABLE BY 2.3 MILLION, WITH EACH SHARE
UNDERLYING AN AWARD COUNTING AS ONE SHARE
AGAINST THE TOTAL PLAN AVAILABILITY.
CAMERON INTERNATIONAL CORPORATION
SECURITY 13342B105 MEETING TYPE Annual
TICKER SYMBOL CAM MEETING DATE 13-May-2009
ISIN US13342B1052 AGENDA 933029894 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTORS Management
1 C. BAKER CUNNINGHAM For For
2 SHELDON R. ERIKSON For For
3 DOUGLAS L. FOSHEE For For
2 APPROVAL OF AN AMENDMENT TO THE COMPANY'S 2005 Management For For
EQUITY INCENTIVE PLAN INCREASING THE NUMBER OF
AUTHORIZED SHARES UNDER THE PLAN.
3 RATIFICATION OF THE APPOINTMENT OF INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTANTS FOR 2009.
UIL HOLDINGS CORPORATION
SECURITY 902748102 MEETING TYPE Annual
TICKER SYMBOL UIL MEETING DATE 13-May-2009
ISIN US9027481020 AGENDA 933030998 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 THELMA R. ALBRIGHT For For
2 MARC C. BRESLAWSKY For For
3 ARNOLD L. CHASE For For
4 BETSY HENLEY-COHN For For
5 JOHN L. LAHEY For For
6 F. PATRICK MCFADDEN JR. For For
7 DANIEL J. MIGLIO For For
8 WILLIAM F. MURDY For For
9 DONALD R. SHASSIAN For For
10 JAMES A. THOMAS For For
11 JAMES P. TORGERSON For For
02 RATIFICATION OF THE SELECTION OF Management For For
PRICEWATERHOUSECOOPERS LLP AS UIL HOLDINGS
CORPORATION'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2009.
WRIGHT MEDICAL GROUP, INC.
SECURITY 98235T107 MEETING TYPE Annual
TICKER SYMBOL WMGI MEETING DATE 13-May-2009
ISIN US98235T1079 AGENDA 933049581 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 GARY D. BLACKFORD For For
2 MARTIN J. EMERSON For For
3 LAWRENCE W. HAMILTON For For
4 GARY D. HENLEY For For
5 JOHN L. MICLOT For For
6 AMY S. PAUL For For
7 ROBERT J. QUILLINAN For For
8 DAVID D. STEVENS For For
02 TO RATIFY THE SELECTION OF KPMG LLP AS OUR Management For For
INDEPENDENT AUDITOR FOR 2009.
03 TO APPROVE OUR 2009 EQUITY INCENTIVE PLAN. Management Against Against
THORATEC CORPORATION
SECURITY 885175307 MEETING TYPE Annual
TICKER SYMBOL THOR MEETING DATE 13-May-2009
ISIN US8851753074 AGENDA 933062488 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 NEIL F. DIMICK For For
2 GERHARD F. BURBACH For For
3 J. DANIEL COLE For For
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 104
The Gabelli Asset Fund
4 STEVEN H. COLLIS For For
5 ELISHA W. FINNEY For For
6 D. KEITH GROSSMAN For For
7 PAUL A. LAVIOLETTE For For
8 DANIEL M. MULVENA For For
02 RATIFICATION OF THE APPOINTMENT OF DELOITTE & Management For For
TOUCHE LLP AS THE COMPANY'S INDEPENDENT
AUDITORS FOR ITS FISCAL YEAR ENDING JANUARY 2,
2010.
CHRISTIAN DIOR SA, PARIS
SECURITY F26334106 MEETING TYPE MIX
TICKER SYMBOL CHDRF.PK MEETING DATE 14-May-2009
ISIN FR0000130403 AGENDA 701888729 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
French Resident Shareowners must complete, Non-Voting
sign and forward the Proxy Card dir-ectly to
the sub custodian. Please contact your Client
Service Representative-to obtain the necessary
card, account details and directions. The
followin-g applies to Non- Resident
Shareowners: Proxy Cards: Voting instructions
will-be forwarded to the Global Custodians
that have become Registered Intermediar-ies,
on the Vote Deadline Date. In capacity as
Registered Intermediary, the Gl-obal Custodian
will sign the Proxy Card and forward to the
local custodian. If-you are unsure whether
your Global Custodian acts as Registered
Intermediary,-please contact your
representative
PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY Non-Voting
VALID VOTE OPTIONS ARE "FOR" AN-D "AGAINST" A
VOTE OF "ABSTAIN" WILL BE TREATED AS AN
"AGAINST" VOTE.
1. Receive the reports of the Board of Directors, Management For For
the Chairman of the Board of Directors and the
Auditors and approve the Company's financial
statements for the YE 31 DEC 2008, as presented
2. Receive the reports of the Board of Directors Management For For
and the Auditors and approve the consolidated
financial statements for the said FY, in the
form presented to the meeting
3. Receive the special report of the Auditors on Management For For
agreements governed by Article L.225-38 of the
French Commercial Code and approve the said
report and the agreements referred to therein
4. Approves the recommendations of the Board of Management For For
Directors and resolves that the in come for
the FY be appropriated as follows: earnings
for the FY: EUR 309,976,093.49 retained
earnings: EUR 28,183,337.41 representing a
distributable income of EUR 338,159,430.90
allocation: dividends: EUR 292,580,547.28 the
balance to the retained earnings account: EUR
45,578,883.62 i.e. a total amount of EUR
338,159,430.90 the shareholders will receive a
net dividend of EUR 1.61 per share, and will
entitle to the 40% deduction provided by the
French General Tax Code; the shareholders'
meeting reminds that an interim dividend of
EUR 0.44 was already paid on 08 DEC 2008; the
remaining dividend of EUR 1.17 will be paid on
25 MAY 2009; in the event that the Company
holds some of its own shares on such date, the
amount of the unpaid dividend on such shares
shall be allocated to the retained earnings
account; as required by Law, it is reminded
that, for the last 3 financial years, the
dividends paid, were as follows: EUR 1.16 for
FY 2005 EUR 1.41 for FY 2006 EUR 1.61 for FY
2007
5. Ratify the co-optation of Mr. Renaud Donne Management For For
Dieu de Vabres as a Director, to replace Mr.
Raymond Wibaux, for the remainder of Mr.
Raymond Wibaux's term of office, i.e. until
the shareholders' meeting called to approve in
2010 the financial statements for the previous
FY
6. Approve to renew the appointment of Mr. Eric Management For For
Guerlain as a Director for a 3-year period
7. Approve to renew the appointment of Mr. Management For For
Antoine Bernheim as a Director for a 3-year
period
8. Approve to renew the appointment of Mr. Denis Management For For
Dalibot as a Director for a 3-year period
9. Approve to renew the appointment of Mr. Management For For
Christian de Labriffe as a Director for a
3-year period
10. Approve to renew the appointment of Mr. Jaime Management For For
de Marichalar y Saenz de Tejada as a Director
for a 3-year period
11. Approve to renew the appointment of Mr. Management For For
Alessandro Vallarino Gancia as a Director for
a 3-year period
12. Appoint Ernst and Young Audit as a Statutory Management For For
Auditor, for a 6-year period
13. Appoint Company Auditex as a Deputy Auditor, Management For For
for a 6-year period
14. Approve to renew the appointment of the firm Management For For
of Mazars as a Statutory Auditor for a 6-year
period
15. Approve to renew the appointment of Mr. Management For For
Guillaume Potel as a Deputy Auditor for a
6-year period
16. Authorize the Board of Directors to trade, by Management For For
all means, in the Company's shares on the
stock market, subject to the conditions
described below: maximum purchase price: EUR
130.00, maximum number of shares to be
acquired: 18,172,704 shares, i.e. 10% of the
share capital, maximum funds invested in the
share buybacks: EUR 2,400,000,000.00;
[Authority expires at 18 month period]; this
delegation of powers supersedes the 1 granted
by the combined shareholders' meeting of 15
MAY 2008
E.17 Authorize the Board of Directors to reduce the Management For For
share capital, on 1 or more occasions, by
canceling all or part of the shares held by
the Company in connection with a Stock
Repurchase Plan, up to a maximum of 10% of the
share capital over a 24-month period;
[Authority expires at 18 month period]; it
supersedes the 1 granted by the shareholders'
meeting of 15 MAY 2008
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 105
The Gabelli Asset Fund
E.18 Authorize the Board of Directors in order to Management For For
increase the share capital, in 1 or more
occasions: up to a maximum nominal amount of
EUR 80,000,000.00 by way of issuing, on the
French and, or the international market, by
way of a public offer, with preferential
subscription right maintained, ordinary shares
and, or securities giving access to the
capital or giving right to debt securities, to
be subscribed either in cash or by the
offsetting of debts; the nominal amount of any
capital increase resulting from the issues
decided by virtue of the Resolutions 19, 21
and, or 22 shall count against this amount; up
to a maximum nominal amount of EUR
80,000,000.00 by way of capitalizing reserves,
profits or premiums, provided that such
capitalization is all owed by Law and under
the by Laws, to be carried out through the
issue of bonus shares or the raise of the par
value of the existing shares; [Authority
expires at 26 month period]; it supersedes the
1 granted by the shareholders' meeting of 10
MAY 2007
E.19 Authorize issuance of equity or equity linked Management For For
securities without preemptive rights, with the
possibility not to offer them to the public,
up to aggregate nominal amount of EUR 80
Million
E.20 Authorize the Board to increase capital in the Management For For
event of additional demand related to
delegation submitted to shareholder vote above
E.21 Authorize capital increase of up to EUR 80 Management For For
Million for future exchange offers
E.22 Authorize capital increase of up to 10% of Management For For
issued capital for future acquisitions
E.23 Authorize up to 3% of issued capital for use Management For For
in Stock Option Plan
E.24 Amend the Articles 10 and 17 of Bylaws Re: Management For For
shareholding requirements for the Directors
and double voting rights
LVMH MOET HENNESSY LOUIS VUITTON, PARIS
SECURITY F58485115 MEETING TYPE MIX
TICKER SYMBOL LVMHF.PK MEETING DATE 14-May-2009
ISIN FR0000121014 AGENDA 701888767 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
French Resident Shareowners must complete, Non-Voting
sign and forward the Proxy Card dir-ectly to
the sub custodian. Please contact your Client
Service Representative-to obtain the necessary
card, account details and directions. The
followin-g applies to Non- Resident
Shareowners: Proxy Cards: Voting instructions
will-be forwarded to the Global Custodians
that have become Registered Intermediar-ies,
on the Vote Deadline Date. In capacity as
Registered Intermediary, the Gl-obal Custodian
will sign the Proxy Card and forward to the
local custodian. If-you are unsure whether
your Global Custodian acts as Registered
Intermediary,-please contact your
representative
PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY Non-Voting
VALID VOTE OPTIONS ARE "FOR" AN-D "AGAINST" A
VOTE OF "ABSTAIN" WILL BE TREATED AS AN
"AGAINST" VOTE.
O.1 Approve the financial statements and statutory Management For For
reports
O.2 Approve to accept the consolidated financial Management For For
statements and statutory reports
O.3 Approve the Auditors' special report regarding Management For For
related-party transactions
O.4 Approve the allocation of income and dividends Management For For
of EUR 1.60 per share
O.5 Re-elect Mr. Antoine Arnault as a Director Management For For
O.6 Re-elect Mr. Antoine Bernheim as a Director Management For For
O.7 Re-elect Mr. Albert Frere as a Director Management For For
O.8 Re-elect Mr. Pierre Gode as a Director Management For For
O.9 Re-elect Mr. Lord Powell of Bayswater as a Management For For
Director
O.10 Elect Mr. Yves-Thilbaut De Silguy as a Director Management For For
O.11 Grant authority to repurchase of up to 10% of Management For For
issued share capital
E.12 Approve the reduction in share capital via Management For For
cancellation of repurchased shares
E.13 Grant authority the issuance of equity or Management For For
equity-linked securities with preemptive
rights up to aggregate nominal amount of EUR
50 million
E.14 Grant authority the issuance of equity or Management For For
equity-linked securities without preemptive
rights up to aggregate nominal amount of EUR
50 million, with the possibility not to offer
them to the public for an amount representing
20% per year
E.15 Approve the frame of the issuances to be Management For For
decided by virtue of Resolutions 13 and 14, to
increase the number of securities to be issued
set forth in the issuance, in the event of an
excess demand, may be increased within the
limit of the ceiling set forth in the said
resolutions
E.16 Authorize the Board of Directors to issue Management For For
shares or any securities giving access to the
Company's share capital, or giving right, in
the case where the equity issued is a share,
to the debt securities, in consideration for
securities tendered in a public exchange offer
concerning the shares of another Company;
[Authority expires for a 26-month period]; the
maximal nominal amount of capital increases to
be carried out under this delegation of
authority shall not exceed EUR 50,000,000.00;
the nominal amount of all capital increase
carried out, or to be carried out under the
delegations of the Resolutions 13, 14 and, or
17 shall count against the overall value set
forth in the present delegation; to take all
necessary measures and accomplish all
necessary formalities; this authorization
supersedes the 1 granted by the combined
shareholders' meeting of 10 MAY 2007
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 106
The Gabelli Asset Fund
E.17 Authorize the Board of Directors to increase, Management For For
on 1 and more occasions, the share capital, up
to 10% of the share capital, by way of issuing
shares or securities giving access to the
capital or giving right, in the case where the
first equity issued is a share, to a debt
security, in consideration for the
contributions in kind granted to the Company
and comprised of capital securities or
securities giving access to share capital;
[Authority expires for a 26-month]; to take
all necessary measures and accomplish all
necessary formalities; this authorization
supersedes the 1 granted by the shareholders'
meeting 10 MAY 2007
E.18 Authorize the Board of Directors to grant, in Management For For
1 or more transactions, in favor of employees
or executives of the Company and related
Companies, options giving the right either to
subscribe for new shares in the Company to be
issued through a share capital increase, or to
purchase existing shares purchased by the
Company, it being provided that the options
shall not give rights to a total numbers of
shares, which shall exceed 3% of the share
capital; [Authority expires for a 38-month
period]; to take all necessary measures and
accomplish all necessary formalities; this
authorization supersedes the 1 granted by the
shareholders' meeting of 11 MAY 2006
E.19 Authorize the Board of Directors to increase Management For For
the capital on 1 or more occasions, in France
or abroad, by a maximum nominal amount which
shall not exceed 3% of the share capital, in
favor of employees of the Company and related
Companies, who are members of the Company
Savings Plan; [Authority expires for a
26-month period]; to take all necessary
measures and accomplish all necessary
formalities; the shareholders' meeting decided
to cancel the shareholders' preferential
subscription rights in favor of the said
employees; this authorization supersedes the 1
granted by the combined shareholders' meeting
of 15 MAY 2008
E.20 Amend item 2 of Articles 11 'Board of Management For For
Directors' and 23 'General Meetings' of the
By-Laws in order to take into account the new
Clauses in accordance with the Law 2008-776 of
04 AUG 2008, know as the French Act of Economy
Modernization
THE CHARLES SCHWAB CORPORATION
SECURITY 808513105 MEETING TYPE Annual
TICKER SYMBOL SCHW MEETING DATE 14-May-2009
ISIN US8085131055 AGENDA 933022636 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1A ELECTION OF DIRECTOR: NANCY H. BECHTLE Management For For
1B ELECTION OF DIRECTOR: WALTER W. BETTINGER II Management For For
1C ELECTION OF DIRECTOR: C. PRESTON BUTCHER Management For For
02 STOCKHOLDER PROPOSAL REGARDING POLITICAL Shareholder Against For
CONTRIBUTIONS
03 STOCKHOLDER PROPOSAL REGARDING DEATH BENEFITS Shareholder Against For
04 STOCKHOLDER PROPOSAL REGARDING CORPORATE Shareholder Against For
EXECUTIVE BONUS PLAN
LSI CORPORATION
SECURITY 502161102 MEETING TYPE Annual
TICKER SYMBOL LSI MEETING DATE 14-May-2009
ISIN US5021611026 AGENDA 933027775 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1A ELECTION OF DIRECTOR: CHARLES A. HAGGERTY Management For For
1B ELECTION OF DIRECTOR: RICHARD S. HILL Management For For
1C ELECTION OF DIRECTOR: JOHN H.F. MINER Management For For
1D ELECTION OF DIRECTOR: ARUN NETRAVALI Management For For
1E ELECTION OF DIRECTOR: MATTHEW J. O'ROURKE Management For For
1F ELECTION OF DIRECTOR: GREGORIO REYES Management For For
1G ELECTION OF DIRECTOR: MICHAEL G. STRACHAN Management For For
1H ELECTION OF DIRECTOR: ABHIJIT Y. TALWALKAR Management For For
1I ELECTION OF DIRECTOR: SUSAN M. WHITNEY Management For For
02 TO RATIFY THE AUDIT COMMITTEE'S SELECTION OF Management For For
OUR INDEPENDENT AUDITORS FOR 2009.
03 TO APPROVE OUR AMENDED INCENTIVE PLAN. Management For For
HOSPIRA, INC.
SECURITY 441060100 MEETING TYPE Annual
TICKER SYMBOL HSP MEETING DATE 14-May-2009
ISIN US4410601003 AGENDA 933028587 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 CHRISTOPHER B. BEGLEY** For For
2 BARBARA L. BOWLES** For For
3 ROGER W. HALE** For For
4 JOHN C. STALEY** For For
5 HEINO VON PRONDZYNSKI* For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF DELOITTE Management For For
& TOUCHE LLP AS AUDITORS FOR HOSPIRA FOR 2009.
03 PROPOSAL TO APPROVE AMENDMENTS TO THE HOSPIRA Management Against Against
2004 LONG-TERM STOCK INCENTIVE PLAN.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 107
The Gabelli Asset Fund
REPUBLIC SERVICES, INC.
SECURITY 760759100 MEETING TYPE Annual
TICKER SYMBOL RSG MEETING DATE 14-May-2009
ISIN US7607591002 AGENDA 933032461 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1 DIRECTOR Management
1 JAMES E. O'CONNOR For For
2 JOHN W. CROGHAN For For
3 JAMES W. CROWNOVER For For
4 WILLIAM J. FLYNN For For
5 DAVID I. FOLEY For For
6 NOLAN LEHMANN For For
7 W. LEE NUTTER For For
8 RAMON A. RODRIGUEZ For For
9 ALLAN C. SORENSEN For For
10 JOHN M. TRANI For For
11 MICHAEL W. WICKHAM For For
2 RATIFICATION OF THE APPOINTMENT OF ERNST & Management For For
YOUNG AS THE COMPANY'S INDEPENDENT PUBLIC
ACCOUNTANTS FOR 2009.
3 APPROVAL OF THE REPUBLIC SERVICES, INC. Management For For
EXECUTIVE INCENTIVE PLAN.
4 APPROVAL OF THE REPUBLIC SERVICES, INC. 2009 Management For For
EMPLOYEE STOCK PURCHASE PLAN.
HOST HOTELS & RESORTS, INC.
SECURITY 44107P104 MEETING TYPE Annual
TICKER SYMBOL HST MEETING DATE 14-May-2009
ISIN US44107P1049 AGENDA 933037776 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1A ELECTION OF DIRECTOR: ROBERT M. BAYLIS Management For For
1B ELECTION OF DIRECTOR: TERENCE C. GOLDEN Management For For
1C ELECTION OF DIRECTOR: ANN M. KOROLOGOS Management For For
1D ELECTION OF DIRECTOR: RICHARD E. MARRIOTT Management For For
1E ELECTION OF DIRECTOR: JUDITH A. MCHALE Management For For
1F ELECTION OF DIRECTOR: JOHN B. MORSE, JR. Management For For
1G ELECTION OF DIRECTOR: W. EDWARD WALTER Management For For
02 RATIFY APPOINTMENT OF KPMG LLP AS INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTANTS.
03 APPROVAL OF 2009 COMPREHENSIVE STOCK AND CASH Management For For
INCENTIVE PLAN.
04 APPROVAL OF AMENDMENT TO OUR CHARTER TO Management For For
INCREASE AUTHORIZED CAPITAL STOCK.
A H BELO CORPORATION
SECURITY 001282102 MEETING TYPE Annual
TICKER SYMBOL AHC MEETING DATE 14-May-2009
ISIN US0012821023 AGENDA 933043426 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 DOUGLAS G. CARLSTON* For For
2 DEALEY D. HERNDON* For For
3 DAVID R. MORGAN* For For
4 TYREE B. (TY) MILLER** For For
02 PROPOSAL TO APPROVE THE A.H. BELO 2008 Management For For
INCENTIVE COMPENSATION PLAN.
03 RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS Management For For
THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM.
FLOWSERVE CORPORATION
SECURITY 34354P105 MEETING TYPE Annual
TICKER SYMBOL FLS MEETING DATE 14-May-2009
ISIN US34354P1057 AGENDA 933047462 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 ROGER L. FIX For For
2 LEWIS M. KLING For For
3 JAMES O. ROLLANS For For
02 APPROVE THE ADOPTION OF THE FLOWSERVE Management For For
CORPORATION EQUITY AND INCENTIVE COMPENSATION
PLAN.
03 RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP TO SERVE AS THE
COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2009.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 108
The Gabelli Asset Fund
FRONTIER COMMUNICATIONS CORP
SECURITY 35906A108 MEETING TYPE Annual
TICKER SYMBOL FTR MEETING DATE 14-May-2009
ISIN US35906A1088 AGENDA 933048363 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 KATHLEEN Q. ABERNATHY For For
2 LEROY T. BARNES, JR. For For
3 PETER C.B. BYNOE For For
4 MICHAEL T. DUGAN For For
5 JERI B. FINARD For For
6 LAWTON WEHLE FITT For For
7 WILLIAM M. KRAUS For For
8 HOWARD L. SCHROTT For For
9 LARRAINE D. SEGIL For For
10 DAVID H. WARD For For
11 MYRON A. WICK, III For For
12 MARY AGNES WILDEROTTER For For
02 TO ADOPT THE 2009 EQUITY INCENTIVE PLAN. Management For For
03 TO CONSIDER AND VOTE UPON A STOCKHOLDER Shareholder Against For
PROPOSAL, IF PRESENTED AT THE MEETING.
04 TO RATIFY THE SELECTION OF KPMG LLP AS OUR Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR 2009.
CADBURY PLC
SECURITY 12721E102 MEETING TYPE Annual
TICKER SYMBOL CBY MEETING DATE 14-May-2009
ISIN US12721E1029 AGENDA 933053679 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
O1 TO RECEIVE THE 2008 FINANCIAL STATEMENTS AND Management For For
THE DIRECTORS' AND AUDITORS' REPORTS.
O2 TO DECLARE AND APPROVE THE FINAL DIVIDEND. Management For For
O3 TO APPROVE THE DIRECTORS' REMUNERATION REPORT. Management For For
O4 TO RE-ELECT ROGER CARR AS A DIRECTOR. Management For For
O5 TO RE-ELECT TODD STITZER AS A DIRECTOR. Management For For
O6 TO ELECT BARONESS HOGG AS A DIRECTOR. Management For For
O7 TO ELECT COLIN DAY AS A DIRECTOR. Management For For
O8 TO ELECT ANDREW BONFIELD AS A DIRECTOR. Management For For
O9 TO RE-APPOINT DELOITTE LLP AS AUDITORS. Management For For
O10 TO AUTHORISE THE DIRECTORS TO SET THE Management For For
AUDITORS' FEES.
O11 TO AUTHORISE THE DIRECTORS TO MAKE POLITICAL Management For For
DONATIONS AND TO INCUR POLITICAL EXPENDITURE.
O12 TO AUTHORISE THE DIRECTORS TO ALLOT FURTHER Management For For
SHARES.
S13 TO DISAPPLY PRE-EMPTION RIGHTS. Management For For
S14 TO AUTHORISE THE COMPANY TO PURCHASE ITS OWN Management For For
SHARES.
S15 TO AUTHORIZE THE CONVENING OF A GENERAL Management For For
MEETING, OTHER THAN AN ANNUAL GENERAL MEETING,
ON NOT LESS THAN 14 DAYS' NOTICE.
LADBROKES PLC
SECURITY G5337D107 MEETING TYPE Annual General Meeting
TICKER SYMBOL LDBKF.PK MEETING DATE 15-May-2009
ISIN GB00B0ZSH635 AGENDA 701843977 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1. Receive and adopt the reports of the Directors Management For For
and the Auditor and the accounts of the
Company for the YE 31 DEC 2008
2. Approve to declare the final dividend of 9.05p Management For For
on each of the ordinary shares entitled
thereto in respect of the YE 31 DEC 2008
3. Appoint Mr. P. Erskine as a Director of the Management For For
Company, who retires in accordance with the
Articles of Association
4. Appoint Mr. R. J. Ames as a Director of the Management For For
Company, who retires in accordance with the
Articles of Association
5. Re-appoint Mr. N. M. H. Jones a Director of Management For For
the Company, who retires by rotation in
accordance with the Articles of Association
6. Re-appoint Mr. J. P. O'Reilly as a Director of Management For For
the Company, who retires by rotation in
accordance with the Articles of Association
7. Re-appoint Ernst & Young LLP as the Auditor to Management For For
the Company and authorize the Directors to
agree the remuneration of the Auditor
8. Receive the 2008 Directors' remuneration report Management For For
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 109
The Gabelli Asset Fund
9. Authorize the Company, for the purposes of Management For For
Section 366 of the Companies Act 2006
[authorizations required for donations or
expenditure] and all Companies that are
subsidiaries of the Company at any time during
the period for which this resolution has
effect to: (i) make political donations to
political parties or independent election
candidates not exceeding GBP 50,000 in total;
(ii) make political donations to political
organizations other than political parties not
exceeding GBP 50,000 in total; and (iii) incur
political expenditure not exceeding GBP 50,000
in total, provided that the aggregate amount
of any such donations and expenditure shall
not exceed GBP 50,000 during the period
beginning with the date of the passing of this
resolution and ending on the date of the AGM
of the Company to be held in 2010 or, if
earlier, on 30 JUN 2010; for the purpose of
this resolution the terms "political
donations", "independent election candidates",
"political organizations" and "political
expenditure" have the meanings set out in
Sections 363 to 365 of the Companies Act 2006
S.10 Authorize the Company to make market purchases Management For For
[Section 163 of the Companies Act 1985] of up
to 60,063,870 ordinary shares of 28 1/3p each
of the Company, at a minimum price which may
be paid for the ordinary share 28 1/3p per
share and the maximum price which may be paid
for an ordinary share is an amount equal to
105% of the average of the middle market
quotations for an ordinary share derived from
the London Stock Exchange Daily Official List,
over the previous 5 business days; [Authority
expires at earlier of the conclusion of the
AGM of the Company to be held 2010 or 30 JUN
2010]; and the Company may make a contract to
purchase shares after the expiry of this
authority in pursuance of such an offer or
agreement made prior to such expiry
11. Approve to increase the share capital of the Management For For
Company by GBP 34,000,000 from GBP 253,000,000
to GBP 287,000,000 by the creation of
120,000,000 additional new ordinary shares of
28 1/3p each in the capital of the Company
12. Authorize the Directors, in substitution for Management For For
any existing authority and for the purpose of
Section 80 of the Companies Act 1985, to allot
relevant securities [with in the meaning of
that Section] up to an aggregate nominal
amount of GBP 56,776,939; [Authority expires
earlier of the conclusion of the AGM of the
Company held in 2010 or on 30 JUN 2010]; and
the Directors may allot relevant securities
after the expiry of this authority in
pursuance of such an offer or agreement made
prior to such expiry
S.13 Authorize the Directors, to allot equity Management For For
securities [Section 94 of the Companies Act
1985[the Act]] pursuant to the authority for
the purposes of Section 80 of the Act
conferred by the ordinary resolution set out
as Resolution No.12 at the notice of 2009 AGM
of the Company and passed at the 2009 AGM of
the Company and to sell equity securities
which immediately before the sale are held by
the Company as treasury shares[Section 162A of
the Act] in each case, disapplying the
statutory pre-emption rights [Section 89(1) of
the Act], provided that this power is limited
to: a) the allotment or sale of equity
securities up to an aggregate nominal amount
of GBP 8,509,048; b) the allotment or sale of
equity securities up to an aggregate nominal
amount of GBP 56,776,939 in connection with a
rights issue or other issue in favor of
ordinary shareholders; [Authority expires the
earlier of the conclusion of the AGM of the
Company to be held in 2010 or 30 JUN 2010];
and the Directors may allot equity securities
after the expiry of this authority in
pursuance of such an offer or agreement made
prior to such expiry
S.14 Authorize the Directors of the Company, in Management For For
addition to the authority conferred on the
Directors by Resolution 12 as set out in the
Notice of the 2009 AGM of the Company: (a)
authorized for the purposes of Section 80 of
the Companies Act 1985 (the Act) to allot
relevant securities [within the meaning of
that section] up to an aggregate nominal
amount of GBP 56,776,939 in connection with a
rights issue; and (b) empowered to allot
equity securities [as defined by section 94 of
the Act] pursuant to the authority for the
purposes of section 80 of the Act conferred by
this resolution and to sell equity securities
which immediately before the sale are held by
the Company as treasury shares [as defined in
section 162A of the Act] in each case as if
section 89(1) of the Act did not apply to such
allotment or sale provided that this power
shall be limited to the issue of equity
securities in connection with a rights issue,
[Authority shall expire at the conclusion of
the AGM of the Company to be held in 2010 or
if earlier, on 30 JUN 2010] save that the
Company may before the expiry of this
authority make an offer or agreement which
would or might require relevant securities of
the company to be allotted after its expiry
and the Directors may allot relevant
securities pursuant to such an offer or
agreement as if the authority in this
resolution had not expired
15. Approve the term of the Ladbrokes plc Management For For
international Share Option Scheme be extended
for a further 10 years until 2019 and
authorize the Directors of the Company to do
all acts and things necessary to put the
extension of the scheme into effect
S.16 Approve to cancel the share premium account of Management For For
the Company
COMMERZBANK AG, FRANKFURT A/MAIN
SECURITY D15642107 MEETING TYPE Annual General Meeting
TICKER SYMBOL CBK.F MEETING DATE 15-May-2009
ISIN DE0008032004 AGENDA 701882727 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
AS A CONDITION OF VOTING, GERMAN MARKET Non-Voting
REGULATIONS REQUIRE THAT YOU DISCLOSE-WHETHER
YOU HAVE A CONTROLLING OR PERSONAL INTEREST IN
THIS COMPANY. SHOULD EI-THER BE THE CASE,
PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE SO THAT WE-MAY LODGE YOUR
INSTRUCTIONS ACCORDINGLY. IF YOU DO NOT HAVE A
CONTROLLING OR- PERSONAL INTEREST, SUBMIT YOUR
VOTE AS NORMAL. THANK YOU
PLEASE NOTE THAT THE TRUE RECORD DATE FOR THIS Non-Voting
MEETING IS 24 APR 2009, WHEREAS-THE MEETING
HAS BEEN SETUP USING THE ACTUAL RECORD DATE -
1 BUSINESS DAY. THI-S IS DONE TO ENSURE THAT
ALL POSITIONS REPORTED ARE IN CONCURRENCE WITH
THE GE-RMAN LAW. THANK YOU
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 110
The Gabelli Asset Fund
1. Presentation of the established financial Non-Voting
statements and management report (in-cluding
the explanatory report on information pursuant
to Article 289 (4) of t-he German Commercial
Code) of Commerzbank Aktiengesellschaft for
the FY 2008,- together with the presentation
of the approved consolidated financial
statemen-ts and Management report (including
the explanatory report on information
purs-uant to Article 315 (4) of the German
Commercial Code) of the Commerzbank Grou-p for
the FY 2008, the report of the Supervisory
Board and the corporate gover-nance and
remuneration report for the FY 2008
2. Approve the actions of the Members of the Management For For
Board of Managing Directors
3. Approve of the actions of the Members of the Management For For
Supervisory Board
4. Resolution on the appointment of the Auditor, Management For For
the Group Auditor and the Auditor tasked with
reviewing the interim financial statements for
FY 2009
5. Resolution on the appointment of the Auditor Management For For
to review the interim financial statements for
the first quarter of FY 2010
6.1. Resolution on the election of Members of the Management For For
Supervisory Board: Dr. Helmut Perlet
6.2. Resolution on the election of Members of the Management For For
Supervisory Board: Dr. Nikolaus Von Bomhard
6.3. Resolution on the election of Members of the Management For For
Supervisory Board: Dr. Edgar Meister
7. Resolution on the authorization for Management For For
Commerzbank Aktiengesellschaft to purchase its
own shares for the purpose of securities
trading, pursuant to Article 71 (1) no. 7 AKTG
8. Resolution on the authorization for the Board Management For For
of Managing Directors to increase the Bank s
share capital [Authorized Capital 2009/I] and
amendment of the Articles of Association
9. Resolution on the authorization for the Board Management For For
of Managing Directors to increase the Bank s
share capital [Authorized Capital 2009/I] with
the possibility of excluding subscription
rights pursuant to Article 186 (3) 4 AKTG if
contributions in kind are made and amendment
of the Articles of Association
10. Resolution on a capital increase of EUR 767, Management For For
879,405.80 against cash without subscription
rights for shareholders pursuant to Article 7
of the FMStBG (Acceleration Act)
11. Resolution on a capital increase of up to EUR Management For For
806,273,358.80 against cash with subscription
rights for shareholders pursuant to Art. 7 of
the FMStBG
12. Resolution on the granting of exchange rights Management For For
in favour of the Financial Market
Stabilization Fund and the conditional raising
of the share capital pursuant to Article 7A of
the FMStBG [Conditional Capital 2009]
13. Resolution on the authorization for the Board Management For For
of Managing Directors to increase the Bank s
share capital against contributions in kind in
favour of the Financial Market Stabilization
Fund
14. Resolution on an amendment the Articles 12 of Management For For
the Articles of Association
15. Resolution on an amendment to the Articles of Management For For
Association concerning the simplification of
the granting of proxy statements
16. Resolution on an amendment to the Articles of Management For For
Association to reflect a planned amendment to
the AktG
17. AGENDA ITEM AT THE REQUEST OF SHAREHOLDERS: Shareholder Against For
Withdrawal of confidence from the Chairman of
the Board of Managing Directors, Mr. Martin
Blessing, in accordance with Article 84 (3) 2
AktG
18. AGENDA ITEM AT THE REQUEST OF SHAREHOLDERS: Shareholder Against For
Amendment to Articles 15 of the Articles of
Association Supervisory Board remuneration
19. AGENDA ITEM AT THE REQUEST OF SHAREHOLDERS: Shareholder Against For
Appointment of the Special Auditors pursuant
to Articles 142 (1) AktG to examine the
actions of management, in particular capital-
raising measures with subscription rights
excluded, in acquiring the 100% stake in
Dresdner Bank Aktiengesellschaft from Allianz
SE
PLEASE NOTE THAT THE MEETING WILL BE CONTINUED Non-Voting
ON SATURDAY 16 MAY 2009 FROM 10-AM ONWARDS IF
THIS SHOULD BECOME NECESSARY.
MACY'S INC.
SECURITY 55616P104 MEETING TYPE Annual
TICKER SYMBOL M MEETING DATE 15-May-2009
ISIN US55616P1049 AGENDA 933048515 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 STEPHEN F. BOLLENBACH For For
2 DEIRDRE P. CONNELLY For For
3 MEYER FELDBERG For For
4 SARA LEVINSON For For
5 TERRY J. LUNDGREN For For
6 JOSEPH NEUBAUER For For
7 JOSEPH A. PICHLER For For
8 JOYCE M. ROCHE For For
9 KARL M. VON DER HEYDEN For For
10 CRAIG E. WEATHERUP For For
11 MARNA C. WHITTINGTON For For
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 111
The Gabelli Asset Fund
02 TO RATIFY THE APPOINTMENT OF KPMG LLP AS Management For For
MACY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
JANUARY 30, 2010.
03 TO APPROVE THE MACY'S, INC. 2009 OMNIBUS Management Against Against
INCENTIVE COMPENSATION PLAN.
04 TO CONSIDER A SHAREHOLDER PROPOSAL REGARDING Shareholder Against For
SIMPLE MAJORITY VOTE, IF PROPERLY PRESENTED AT
THE MEETING.
05 TO CONSIDER A SHAREHOLDER PROPOSAL REGARDING Shareholder Against For
RETENTION OF EQUITY COMPENSATION, IF PROPERLY
PRESENTED AT THE MEETING.
GREATBATCH INC.
SECURITY 39153L106 MEETING TYPE Annual
TICKER SYMBOL GB MEETING DATE 15-May-2009
ISIN US39153L1061 AGENDA 933049644 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 PAMELA G. BAILEY For For
2 MICHAEL DINKINS For For
3 THOMAS J. HOOK For For
4 KEVIN C. MELIA For For
5 DR. J.A. MILLER, JR. For For
6 BILL R. SANFORD For For
7 PETER H. SODERBERG For For
8 WILLIAM B. SUMMERS, JR. For For
9 JOHN P. WAREHAM For For
10 DR. H.S. WISNIEWSKI For For
02 APPROVE THE ADOPTION OF THE GREATBATCH, INC. Management Against Against
2009 STOCK INCENTIVE PLAN.
03 RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE Management For For
LLP AS THE INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR GREATBATCH, INC. FOR
FISCAL YEAR 2009.
TRANSOCEAN, LTD.
SECURITY H8817H100 MEETING TYPE Annual
TICKER SYMBOL RIG MEETING DATE 15-May-2009
ISIN CH0048265513 AGENDA 933053198 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 APPROVAL OF THE 2008 ANNUAL REPORT, THE Management For For
CONSOLIDATED FINANCIAL STATEMENTS OF
TRANSOCEAN LTD. FOR FISCAL YEAR 2008 AND THE
STATUTORY FINANCIAL STATEMENTS OF TRANSOCEAN
LTD.
02 DISCHARGE OF THE MEMBERS OF THE BOARD OF Management For For
DIRECTORS AND THE EXECUTIVE OFFICERS FOR
FISCAL YEAR 2008
03 APPROPRIATION OF THE AVAILABLE RETAINED Management For For
EARNINGS WITHOUT PAYMENT OF A DIVIDEND TO
SHAREHOLDERS FOR FISCAL YEAR 2008 AND RELEASE
OF CHF 3.5 BILLION OF LEGAL RESERVES TO OTHER
RESERVES.
04 AUTHORIZATION OF A SHARE REPURCHASE PROGRAM Management For For
05 APPROVAL OF THE LONG-TERM INCENTIVE PLAN OF Management For For
TRANSOCEAN LTD. IN THE FORM AS AMENDED AND
RESTATED EFFECTIVE AS OF 2/12/09
6A REELECTION OF CLASS I DIRECTOR FOR A THREE Management For For
YEAR TERM: W. RICHARD ANDERSON
6B REELECTION OF CLASS I DIRECTOR FOR A THREE Management For For
YEAR TERM: RICHARD L. GEORGE
6C REELECTION OF CLASS I DIRECTOR FOR A THREE Management For For
YEAR TERM: ROBERT L. LONG
6D REELECTION OF CLASS I DIRECTOR FOR A THREE Management For For
YEAR TERM: EDWARD R. MULLER
6E REELECTION OF CLASS III DIRECTOR FOR A Management For For
TWO-YEAR TERM: VICTOR E. GRIJALVA
07 APPOINTMENT OF ERNST & YOUNG LLP AS TRANSOCEAN Management For For
LTD.'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR FISCAL YEAR 2009 AND
REELECTION OF ERNST & YOUNG LTD., ZURICH, AS
TRANSOCEAN LTD.'S AUDITOR PURSUANT TO THE
SWISS CODE OF OBLIGATIONS FOR A FURTHER
ONE-YEAR TERM
TRANSOCEAN, LTD.
SECURITY H8817H100 MEETING TYPE Annual
TICKER SYMBOL RIG MEETING DATE 15-May-2009
ISIN CH0048265513 AGENDA 933083759 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 APPROVAL OF THE 2008 ANNUAL REPORT, THE Management For For
CONSOLIDATED FINANCIAL STATEMENTS OF
TRANSOCEAN LTD. FOR FISCAL YEAR 2008 AND THE
STATUTORY FINANCIAL STATEMENTS OF TRANSOCEAN
LTD.
02 DISCHARGE OF THE MEMBERS OF THE BOARD OF Management For For
DIRECTORS AND THE EXECUTIVE OFFICERS FOR
FISCAL YEAR 2008
03 APPROPRIATION OF THE AVAILABLE RETAINED Management For For
EARNINGS WITHOUT PAYMENT OF A DIVIDEND TO
SHAREHOLDERS FOR FISCAL YEAR 2008 AND RELEASE
OF CHF 3.5 BILLION OF LEGAL RESERVES TO OTHER
RESERVES.
04 AUTHORIZATION OF A SHARE REPURCHASE PROGRAM Management For For
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 112
The Gabelli Asset Fund
05 APPROVAL OF THE LONG-TERM INCENTIVE PLAN OF Management For For
TRANSOCEAN LTD. IN THE FORM AS AMENDED AND
RESTATED EFFECTIVE AS OF 2/12/09
6A REELECTION OF CLASS I DIRECTOR FOR A THREE Management For For
YEAR TERM: W. RICHARD ANDERSON
6B REELECTION OF CLASS I DIRECTOR FOR A THREE Management For For
YEAR TERM: RICHARD L. GEORGE
6C REELECTION OF CLASS I DIRECTOR FOR A THREE Management For For
YEAR TERM: ROBERT L. LONG
6D REELECTION OF CLASS I DIRECTOR FOR A THREE Management For For
YEAR TERM: EDWARD R. MULLER
6E REELECTION OF CLASS III DIRECTOR FOR A Management For For
TWO-YEAR TERM: VICTOR E. GRIJALVA
07 APPOINTMENT OF ERNST & YOUNG LLP AS TRANSOCEAN Management For For
LTD.'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR FISCAL YEAR 2009 AND
REELECTION OF ERNST & YOUNG LTD., ZURICH, AS
TRANSOCEAN LTD.'S AUDITOR PURSUANT TO THE
SWISS CODE OF OBLIGATIONS FOR A FURTHER
ONE-YEAR TERM
SCHERING-PLOUGH CORPORATION
SECURITY 806605101 MEETING TYPE Annual
TICKER SYMBOL SGP MEETING DATE 18-May-2009
ISIN US8066051017 AGENDA 933071920 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 THOMAS J. COLLIGAN For For
2 FRED HASSAN For For
3 C. ROBERT KIDDER For For
4 EUGENE R. MCGRATH For For
5 ANTONIO M. PEREZ For For
6 PATRICIA F. RUSSO For For
7 JACK L. STAHL For For
8 CRAIG B. THOMPSON, M.D. For For
9 KATHRYN C. TURNER For For
10 ROBERT F.W. VAN OORDT For For
11 ARTHUR F. WEINBACH For For
02 RATIFY THE DESIGNATION OF DELOITTE & TOUCHE Management For For
LLP AS AUDITOR FOR 2009.
03 SHAREHOLDER PROPOSAL RE CUMULATIVE VOTING. Shareholder Against For
04 SHAREHOLDER PROPOSAL RE CALLING SPECIAL Shareholder Against For
MEETING.
ALTRIA GROUP, INC.
SECURITY 02209S103 MEETING TYPE Annual
TICKER SYMBOL MO MEETING DATE 19-May-2009
ISIN US02209S1033 AGENDA 933037170 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1A ELECTION OF DIRECTOR: ELIZABETH E. BAILEY Management For For
1B ELECTION OF DIRECTOR: GERALD L. BALILES Management For For
1C ELECTION OF DIRECTOR: DINYAR S. DEVITRE Management For For
1D ELECTION OF DIRECTOR: THOMAS F. FARRELL II Management For For
1E ELECTION OF DIRECTOR: ROBERT E. R. HUNTLEY Management For For
1F ELECTION OF DIRECTOR: THOMAS W. JONES Management For For
1G ELECTION OF DIRECTOR: GEORGE MUNOZ Management For For
1H ELECTION OF DIRECTOR: NABIL Y. SAKKAB Management For For
1I ELECTION OF DIRECTOR: MICHAEL E. SZYMANCZYK Management For For
02 RATIFICATION OF THE SELECTION OF INDEPENDENT Management For For
AUDITORS
03 STOCKHOLDER PROPOSAL 1 - MAKING FUTURE AND/OR Shareholder Against For
EXPANDED BRANDS NON-ADDICTIVE
04 STOCKHOLDER PROPOSAL 2 - FOOD INSECURITY AND Shareholder Against For
TOBACCO USE
05 STOCKHOLDER PROPOSAL 3 - ENDORSE HEALTH CARE Shareholder Against For
PRINCIPLES
06 STOCKHOLDER PROPOSAL 4 - CREATE HUMAN RIGHTS Shareholder Against For
PROTOCOLS FOR THE COMPANY AND ITS SUPPLIERS
07 STOCKHOLDER PROPOSAL 5 - SHAREHOLDER SAY ON Shareholder Against For
EXECUTIVE PAY
08 STOCKHOLDER PROPOSAL 6 - DISCLOSURE OF Shareholder Against For
POLITICAL CONTRIBUTIONS
JPMORGAN CHASE & CO.
SECURITY 46625H100 MEETING TYPE Annual
TICKER SYMBOL JPM MEETING DATE 19-May-2009
ISIN US46625H1005 AGENDA 933038641 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1A ELECTION OF DIRECTOR: CRANDALL C. BOWLES Management For For
1B ELECTION OF DIRECTOR: STEPHEN B. BURKE Management For For
1C ELECTION OF DIRECTOR: DAVID M. COTE Management For For
1D ELECTION OF DIRECTOR: JAMES S. CROWN Management For For
1E ELECTION OF DIRECTOR: JAMES DIMON Management For For
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 113
The Gabelli Asset Fund
1F ELECTION OF DIRECTOR: ELLEN V. FUTTER Management For For
1G ELECTION OF DIRECTOR: WILLIAM H. GRAY, III Management For For
1H ELECTION OF DIRECTOR: LABAN P. JACKSON, JR. Management For For
1I ELECTION OF DIRECTOR: DAVID C. NOVAK Management For For
1J ELECTION OF DIRECTOR: LEE R. RAYMOND Management For For
1K ELECTION OF DIRECTOR: WILLIAM C. WELDON Management For For
02 APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC Management For For
ACCOUNTING FIRM
03 ADVISORY VOTE ON EXECUTIVE COMPENSATION Management For For
04 GOVERNMENTAL SERVICE REPORT Shareholder Against For
05 CUMULATIVE VOTING Shareholder Against For
06 SPECIAL SHAREOWNER MEETINGS Shareholder Against For
07 CREDIT CARD LENDING PRACTICES Shareholder Against For
08 CHANGES TO KEPP Shareholder Against For
09 SHARE RETENTION Shareholder Against For
10 CARBON PRINCIPLES REPORT Shareholder Against For
ACCO BRANDS CORPORATION
SECURITY 00081T108 MEETING TYPE Annual
TICKER SYMBOL ABD MEETING DATE 19-May-2009
ISIN US00081T1088 AGENDA 933040076 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1 DIRECTOR Management
1 G. THOMAS HARGROVE For For
2 ROBERT H. JENKINS For For
3 ROBERT J. KELLER For For
4 MICHAEL NORKUS For For
5 NORMAN H. WESLEY For For
2 SUCH OTHER BUSINESS AS MAY PROPERLY COME Management For For
BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
THE ALLSTATE CORPORATION
SECURITY 020002101 MEETING TYPE Annual
TICKER SYMBOL ALL MEETING DATE 19-May-2009
ISIN US0200021014 AGENDA 933040153 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1A ELECTION OF DIRECTOR: F. DUANE ACKERMAN Management For For
1B ELECTION OF DIRECTOR: ROBERT D. BEYER Management For For
1C ELECTION OF DIRECTOR: W. JAMES FARRELL Management For For
1D ELECTION OF DIRECTOR: JACK M. GREENBERG Management For For
1E ELECTION OF DIRECTOR: RONALD T. LEMAY Management For For
1F ELECTION OF DIRECTOR: H. JOHN RILEY, JR. Management For For
1G ELECTION OF DIRECTOR: JOSHUA I. SMITH Management For For
1H ELECTION OF DIRECTOR: JUDITH A. SPRIESER Management For For
1I ELECTION OF DIRECTOR: MARY ALICE TAYLOR Management For For
1J ELECTION OF DIRECTOR: THOMAS J. WILSON Management For For
02 RATIFICATION OF THE APPOINTMENT OF DELOITTE & Management For For
TOUCHE LLP AS ALLSTATE'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTANT FOR 2009.
03 APPROVAL OF THE MATERIAL TERMS OF THE ANNUAL Management For For
EXECUTIVE INCENTIVE PLAN.
04 APPROVAL OF THE 2009 EQUITY INCENTIVE PLAN. Management Against Against
05 STOCKHOLDER PROPOSAL SEEKING THE RIGHT TO CALL Shareholder Against For
SPECIAL SHAREOWNER MEETINGS.
06 STOCKHOLDER PROPOSAL SEEKING AN ADVISORY Shareholder Against For
RESOLUTION TO RATIFY COMPENSATION OF THE NAMED
EXECUTIVE OFFICERS.
07 STOCKHOLDER PROPOSAL SEEKING A REPORT ON Shareholder Against For
POLITICAL CONTRIBUTIONS AND PAYMENTS TO TRADE
ASSOCIATIONS AND OTHER TAX EXEMPT
ORGANIZATIONS.
DR PEPPER SNAPPLE GROUP INC
SECURITY 26138E109 MEETING TYPE Annual
TICKER SYMBOL DPS MEETING DATE 19-May-2009
ISIN US26138E1091 AGENDA 933040519 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1A ELECTION OF DIRECTOR: PAMELA H. PATSLEY Management For For
1B ELECTION OF DIRECTOR: M. ANNE SZOSTAK Management For For
1C ELECTION OF DIRECTOR: MICHAEL F. WEINSTEIN Management For For
02 TO APPROVE AND ADOPT THE MANAGEMENT INCENTIVE Management For For
PLAN RELATED TO PERFORMANCE-BASED INCENTIVE
COMPENSATION FOR CERTAIN OF OUR EXECUTIVE
OFFICERS.
03 TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE Management For For
AS THE CORPORATION'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2009.
04 TO APPROVE AND ADOPT THE OMNIBUS STOCK Management For For
INCENTIVE PLAN OF 2009.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 114
The Gabelli Asset Fund
NATIONAL PRESTO INDUSTRIES, INC.
SECURITY 637215104 MEETING TYPE Annual
TICKER SYMBOL NPK MEETING DATE 19-May-2009
ISIN US6372151042 AGENDA 933048779 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 MARYJO COHEN For For
DIAMOND OFFSHORE DRILLING, INC.
SECURITY 25271C102 MEETING TYPE Annual
TICKER SYMBOL DO MEETING DATE 19-May-2009
ISIN US25271C1027 AGENDA 933051120 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 JAMES S. TISCH For For
2 LAWRENCE R. DICKERSON For For
3 JOHN R. BOLTON For For
4 CHARLES L. FABRIKANT For For
5 PAUL G. GAFFNEY II For For
6 EDWARD GREBOW For For
7 HERBERT C. HOFMANN For For
8 ARTHUR L. REBELL For For
9 RAYMOND S. TROUBH For For
02 TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE Management For For
LLP AS THE INDEPENDENT AUDITORS OF THE COMPANY
FOR FISCAL YEAR 2009.
GRAFTECH INTERNATIONAL LTD.
SECURITY 384313102 MEETING TYPE Annual
TICKER SYMBOL GTI MEETING DATE 19-May-2009
ISIN US3843131026 AGENDA 933054001 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 RANDY W. CARSON For For
2 MARY B. CRANSTON For For
3 HAROLD E. LAYMAN For For
4 FERRELL P. MCCLEAN For For
5 MICHAEL C. NAHL For For
6 FRANK A. RIDDICK III For For
7 CRAIG S. SHULAR For For
02 AMEND THE 2005 EQUITY INCENTIVE PLAN TO Management For For
INCREASE THE NUMBER OF SHARES AUTHORIZED FOR
AWARDS BY 4,000,000 SHARES.
03 AMEND THE AMENDED AND RESTATED CERTIFICATE OF Management For For
INCORPORATION TO INCREASE THE NUMBER OF SHARES
OF COMMON STOCK AUTHORIZED FOR ISSUANCE BY
75,000,000 SHARES.
04 APPROVE THE GRAFTECH EXECUTIVE INCENTIVE Management For For
COMPENSATION PLAN.
UNITED STATES CELLULAR CORPORATION
SECURITY 911684108 MEETING TYPE Annual
TICKER SYMBOL USM MEETING DATE 19-May-2009
ISIN US9116841084 AGENDA 933054049 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 HARRY J. HARCZAK, JR. For For
02 NON-EMPLOYEE DIRECTOR COMPENSATION PLAN. Management For For
03 U.S. CELLULAR'S 2005 LONG-TERM INCENTIVE PLAN, Management For For
AS AMENDED.
04 RATIFY ACCOUNTANTS FOR 2009. Management For For
HSN, INC
SECURITY 404303109 MEETING TYPE Annual
TICKER SYMBOL HSNI MEETING DATE 19-May-2009
ISIN US4043031099 AGENDA 933061741 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1 DIRECTOR Management
1 GREGORY R. BLATT For For
2 MICHAEL C. BOYD For For
3 P. BOUSQUET-CHAVANNE For For
4 WILLIAM COSTELLO For For
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 115
The Gabelli Asset Fund
5 JAMES M. FOLLO For For
6 MINDY GROSSMAN For For
7 STEPHANIE KUGELMAN For For
8 ARTHUR C. MARTINEZ For For
9 THOMAS J. MCINERNEY For For
10 JOHN B. MORSE, JR. For For
2 RATIFICATION OF THE APPOINTMENT OF ERNST & Management For For
YOUNG LLP AS HSN, INC.'S INDEPENDENT
REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM
FOR THE 2009 FISCAL YEAR.
3 APPROVAL OF SECOND AMENDED AND RESTATED 2008 Management Against Against
STOCK AND ANNUAL INCENTIVE PLAN.
ROYAL DUTCH SHELL PLC
SECURITY 780259206 MEETING TYPE Annual
TICKER SYMBOL RDSA MEETING DATE 19-May-2009
ISIN US7802592060 AGENDA 933062882 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 ADOPTION OF ANNUAL REPORT & ACCOUNTS Management For For
02 APPROVAL OF REMUNERATION REPORT Management For For
03 APPOINTMENT OF SIMON HENRY AS A DIRECTOR Management For For
04 RE-APPOINTMENT OF LORD KERR OF KINLOCHARD AS A Management For For
DIRECTOR
05 RE-APPOINTMENT OF WIM KOK AS A DIRECTOR Management For For
06 RE-APPOINTMENT OF NICK LAND AS A DIRECTOR Management For For
07 RE-APPOINTMENT OF JORMA OLLILA AS A DIRECTOR Management For For
08 RE-APPOINTMENT OF JEROEN VAN DER VEER AS A Management For For
DIRECTOR
09 RE-APPOINTMENT OF HANS WIJERS AS A DIRECTOR Management For For
10 RE-APPOINTMENT OF AUDITORS Management For For
11 REMUNERATION OF AUDITORS Management For For
12 AUTHORITY TO ALLOT SHARES Management For For
13 DISAPPLICATION OF PRE-EMPTION RIGHTS Management For For
14 AUTHORITY TO PURCHASE OWN SHARES Management For For
15 AUTHORITY FOR CERTAIN DONATIONS AND Management For For
EXPENDITURE **VOTING CUT-OFF DATE: MAY 11,
2009 AT 5:00 P.M. EDT.**
TELEVISION BROADCASTS LTD
SECURITY Y85830100 MEETING TYPE Annual General Meeting
TICKER SYMBOL TVBCY.PK MEETING DATE 20-May-2009
ISIN HK0511001957 AGENDA 701907846 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
PLEASE NOTE IN THE HONG KONG MARKET THAT A Non-Voting
VOTE OF "ABSTAIN" WILL BE TREATED T-HE SAME AS
A "TAKE NO ACTION" VOTE.
1. Adopt the audited financial statements, the Management For For
Directors' report and the Independent
Auditors' report for the YE 31 DEC 2008
2. Declare a final dividend for the YE 31 DEC 2008 Management For For
3.i Re-elect Ms. Mona Fong as a retiring Director Management For For
3.ii Re-elect Mrs. Christina Lee Look Ngan Kwan as Management For For
a retiring Director
4. Re-appoint PricewaterhouseCoopers as the Management For For
Auditors of the Company and authorize the
Directors to fix their remuneration
5. Authorize the Directors of the Company, Management For For
subject to this resolution, in substitution of
all previous authorities, during or after the
relevant period, to allot, issue and deal with
unissued shares in the capital of the Company
and to make or grant offers, agreements,
options and other rights or issue securities,
which might require the exercise of such
powers, the aggregate nominal amount of share
capital allotted or agreed conditionally or
unconditionally to be allotted or issued
[whether pursuant to an option or otherwise]
by the Directors of the Company, otherwise
than pursuant to i) a rights Issue; or ii) any
scrip dividend or similar arrangement
providing for allotment of shares in lieu of
the whole or part of a dividend on the
ordinary shares in the Company [such ordinary
shares being defined in this and the following
Resolution 6, shares] in accordance with the
Articles of Association of the Company, shall
not exceed the aggregate of: i) 10% of the
aggregate nominal amount of the share capital
of the Company in issue at the date of passing
of this resolution; and ii) [if the Directors
of the Company are so authorized by a separate
ordinary resolution of the shareholders of the
Company] the nominal amount of any share
capital of the Company repurchased by the
Company subsequent to the passing of this
resolution [up to a maximum equivalent to 10%
of the aggregate nominal amount of the share
capital of the Company in issue at the date of
passing of this resolution]; [Authority
expires the earlier of the conclusion of the
next AGM of the Company or the expiry of the
period within which the next AGM of the
Company is required by the Articles of
Association of the Company or any other
applicable Law to be held]
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 116
The Gabelli Asset Fund
6. Authorize the Directors of the Company, Management For For
subject to this resolution, during the
relevant period of all powers of the Company
to purchase shares on the Stock Exchange of
Hong Kong Limited or any other Stock Exchange
on which the shares may be listed and
recognized by the Securities and Futures
Commission and the Stock Exchange of Hong Kong
Limited; the aggregate nominal amount of
shares which may be purchased by the Company
pursuant to this resolution shall not exceed
10% of the aggregate nominal amount of the
issued share capital of the Company at the
date of passing of this resolution; [Authority
expires the earlier of the conclusion of the
next AGM of the Company or the expiry of the
period within which the next AGM of the
Company is required by the Articles or any
other applicable law to be held]
7. Authorize the Directors of the Company to Management For For
exercise the powers of the Company referred to
in paragraph (a) of Resolution (5) above in
respect of the share capital of the Company
referred to in paragraph (c)(ii) of Resolution
(5)
8. Approve the period of 30 days during which the Management For For
Company's register of Members may be closed
under Section 99(1) of the Companies Ordinance
during the calendar year 2009, be extended,
pursuant to Section 99(2) of the Companies
Ordinance, to 60 days
S.9 Amend the Articles 2, 53, 65, 66, 68, 73, 74, Management For For
75, 76, 77, 86, 86A, 89, 93, 106, 108, 109,
111, 113, 114, 119, 171 and 176 of the
Articles of Association of the Company as
specified
PLEASE NOTE THAT THIS IS A REVISION DUE TO Non-Voting
RECEIPT OF CONSERVATIVE RECORD DATE-. IF YOU
HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT
RETURN THIS PROXY FORM-UNLESS YOU DECIDE TO
AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
INTEL CORPORATION
SECURITY 458140100 MEETING TYPE Annual
TICKER SYMBOL INTC MEETING DATE 20-May-2009
ISIN US4581401001 AGENDA 933030897 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1A ELECTION OF DIRECTOR: CHARLENE BARSHEFSKY Management For For
1B ELECTION OF DIRECTOR: SUSAN L. DECKER Management For For
1C ELECTION OF DIRECTOR: JOHN J. DONAHOE Management For For
1D ELECTION OF DIRECTOR: REED E. HUNDT Management For For
1E ELECTION OF DIRECTOR: PAUL S. OTELLINI Management For For
1F ELECTION OF DIRECTOR: JAMES D. PLUMMER Management For For
1G ELECTION OF DIRECTOR: DAVID S. POTTRUCK Management For For
1H ELECTION OF DIRECTOR: JANE E. SHAW Management For For
1I ELECTION OF DIRECTOR: JOHN L. THORNTON Management For For
1J ELECTION OF DIRECTOR: FRANK D. YEARY Management For For
1K ELECTION OF DIRECTOR: DAVID B. YOFFIE Management For For
02 RATIFICATION OF SELECTION OF ERNST & YOUNG LLP Management For For
AS OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE CURRENT YEAR
03 AMENDMENT AND EXTENSION OF THE 2006 EQUITY Management Against Against
INCENTIVE PLAN
04 APPROVAL OF AN EMPLOYEE STOCK OPTION EXCHANGE Management Against Against
PROGRAM
05 ADVISORY VOTE ON EXECUTIVE COMPENSATION Management For For
06 STOCKHOLDER PROPOSAL: CUMULATIVE VOTING Shareholder Against For
07 STOCKHOLDER PROPOSAL: HUMAN RIGHT TO WATER Shareholder Against For
KRAFT FOODS INC.
SECURITY 50075N104 MEETING TYPE Annual
TICKER SYMBOL KFT MEETING DATE 20-May-2009
ISIN US50075N1046 AGENDA 933033235 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1A ELECTION OF AJAY BANGA AS A DIRECTOR Management For For
1B ELECTION OF MYRA M. HART AS A DIRECTOR Management For For
1C ELECTION OF LOIS D. JULIBER AS A DIRECTOR Management For For
1D ELECTION OF MARK D. KETCHUM AS A DIRECTOR Management For For
1E ELECTION OF RICHARD A. LERNER M.D. AS A Management For For
DIRECTOR
1F ELECTION OF JOHN C. POPE AS A DIRECTOR Management For For
1G ELECTION OF FREDRIC G. REYNOLDS AS A DIRECTOR Management For For
1H ELECTION OF IRENE B. ROSENFELD AS A DIRECTOR Management For For
1I ELECTION OF DEBORAH C. WRIGHT AS A DIRECTOR Management For For
IJ ELECTION OF FRANK G. ZARB AS A DIRECTOR Management For For
02 APPROVAL OF THE AMENDED AND RESTATED 2005 Management Against Against
PERFORMANCE INCENTIVE PLAN.
03 RATIFICATION OF THE SELECTION OF Management For For
PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT
AUDITORS FOR THE FISCAL YEAR ENDING 12/31/2009.
04 SHAREHOLDER PROPOSAL REGARDING SPECIAL Shareholder Against For
SHAREHOLDER MEETINGS.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 117
The Gabelli Asset Fund
STATE STREET CORPORATION
SECURITY 857477103 MEETING TYPE Annual
TICKER SYMBOL STT MEETING DATE 20-May-2009
ISIN US8574771031 AGENDA 933037144 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 K. BURNES For For
2 P. COYM For For
3 P. DE SAINT-AIGNAN For For
4 A. FAWCETT For For
5 D. GRUBER For For
6 L. HILL For For
7 R. KAPLAN For For
8 C. LAMANTIA For For
9 R. LOGUE For For
10 R. SERGEL For For
11 R. SKATES For For
12 G. SUMME For For
13 R. WEISSMAN For For
02 TO APPROVE AMENDMENTS TO STATE STREET'S Management For For
ARTICLES OF ORGANIZATION AND BY-LAWS CHANGING
THE SHAREHOLDER QUORUM AND VOTING
REQUIREMENTS, INCLUDING THE ADOPTION OF A
MAJORITY VOTE STANDARD FOR UNCONTESTED
ELECTIONS OF DIRECTORS.
03 TO APPROVE THE AMENDED AND RESTATED 2006 Management Against Against
EQUITY INCENTIVE PLAN TO, AMONG OTHER THINGS,
INCREASE BY 17 MILLION THE NUMBER OF SHARES OF
OUR COMMON STOCK THAT MAY BE DELIVERED IN
SATISFACTION OF AWARDS UNDER THE PLAN.
04 TO APPROVE A NON-BINDING ADVISORY PROPOSAL ON Shareholder For For
EXECUTIVE COMPENSATION.
05 TO RATIFY THE SELECTION OF ERNST & YOUNG LLP Management For For
AS STATE STREET'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING
DECEMBER 31, 2009.
06 TO VOTE ON A SHAREHOLDER PROPOSAL. Shareholder Against For
HALLIBURTON COMPANY
SECURITY 406216101 MEETING TYPE Annual
TICKER SYMBOL HAL MEETING DATE 20-May-2009
ISIN US4062161017 AGENDA 933038487 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1A ELECTION OF DIRECTOR: A.M. BENNETT Management For For
1B ELECTION OF DIRECTOR: J.R. BOYD Management For For
1C ELECTION OF DIRECTOR: M. CARROLL Management For For
1D ELECTION OF DIRECTOR: S.M. GILLIS Management For For
1E ELECTION OF DIRECTOR: J.T. HACKETT Management For For
1F ELECTION OF DIRECTOR: D.J. LESAR Management For For
1G ELECTION OF DIRECTOR: R.A. MALONE Management For For
1H ELECTION OF DIRECTOR: J.L. MARTIN Management For For
1I ELECTION OF DIRECTOR: J.A. PRECOURT Management For For
1J ELECTION OF DIRECTOR: D.L. REED Management For For
02 PROPOSAL FOR RATIFICATION OF THE SELECTION OF Management For For
AUDITORS.
03 PROPOSAL TO AMEND AND RESTATE THE 1993 STOCK Management For For
AND INCENTIVE PLAN.
04 PROPOSAL TO AMEND AND RESTATE THE 2002 Management For For
EMPLOYEE STOCK PURCHASE PLAN.
05 PROPOSAL ON HUMAN RIGHTS POLICY. Shareholder Against For
06 PROPOSAL ON POLITICAL CONTRIBUTIONS. Shareholder Against For
07 PROPOSAL ON LOW CARBON ENERGY REPORT. Shareholder Against For
08 PROPOSAL ON ADDITIONAL COMPENSATION DISCUSSION Shareholder Against For
AND ANALYSIS DISCLOSURE.
09 PROPOSAL ON SPECIAL SHAREOWNER MEETINGS. Shareholder Against For
10 PROPOSAL ON IRAQ OPERATIONS. Shareholder Against For
CITADEL BROADCASTING CORPORATION
SECURITY 17285T106 MEETING TYPE Annual
TICKER SYMBOL CTDB MEETING DATE 20-May-2009
ISIN US17285T1060 AGENDA 933040204 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 MICHAEL A. MILES For For
2 THEODORE J. FORSTMANN For For
3 FARID SULEMAN For For
02 THE RATIFICATION OF THE APPOINTMENT OF Management For For
DELOITTE & TOUCHE LLP TO SERVE AS INDEPENDENT
REGISTERED PUBLIC ACCOUNTANTS FOR THE YEAR
ENDING DECEMBER 31, 2009.
03 TO PROVIDE FARID SULEMAN AND JACQUELYN J. ORR Management For For
WITH DISCRETIONARY AUTHORITY TO ACT UPON SUCH
OTHER MATTERS AS MAY PROPERLY COME BEFORE THE
MEETING.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 118
The Gabelli Asset Fund
PROLOGIS
SECURITY 743410102 MEETING TYPE Annual
TICKER SYMBOL PLD MEETING DATE 20-May-2009
ISIN US7434101025 AGENDA 933040343 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 STEPHEN L. FEINBERG For For
2 GEORGE L. FOTIADES For For
3 CHRISTINE N. GARVEY For For
4 LAWRENCE V. JACKSON For For
5 DONALD P. JACOBS For For
6 WALTER C. RAKOWICH For For
7 D. MICHAEL STEUERT For For
8 J. ANDRE TEIXEIRA For For
9 WILLIAM D. ZOLLARS For For
10 ANDREA M. ZULBERTI For For
02 RATIFY THE APPOINTMENT OF KPMG LLP AS OUR Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR 2009.
CORN PRODUCTS INTERNATIONAL, INC.
SECURITY 219023108 MEETING TYPE Annual
TICKER SYMBOL CPO MEETING DATE 20-May-2009
ISIN US2190231082 AGENDA 933045165 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 LUIS ARANGUREN-TRELLEZ For For
2 PAUL HANRAHAN For For
3 WILLIAM S. NORMAN For For
02 TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
OF THE COMPANY AND ITS SUBSIDIARIES, IN
RESPECT OF THE COMPANY'S OPERATIONS IN 2009.
03 TO REQUEST THE BOARD OF DIRECTORS TO ELIMINATE Shareholder For
CLASSIFICATION OF THE TERMS OF THE BOARD OF
DIRECTORS TO REQUIRE THAT ALL DIRECTORS STAND
FOR ELECTION ANNUALLY.
SEALED AIR CORPORATION
SECURITY 81211K100 MEETING TYPE Annual
TICKER SYMBOL SEE MEETING DATE 20-May-2009
ISIN US81211K1007 AGENDA 933049101 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 ELECTION OF HANK BROWN AS A DIRECTOR. Management For For
02 ELECTION OF MICHAEL CHU AS A DIRECTOR. Management For For
03 ELECTION OF LAWRENCE R. CODEY AS A DIRECTOR. Management For For
04 ELECTION OF T.J. DERMOT DUNPHY AS A DIRECTOR. Management For For
05 ELECTION OF CHARLES F. FARRELL, JR. AS A Management For For
DIRECTOR.
06 ELECTION OF WILLIAM V. HICKEY AS A DIRECTOR. Management For For
07 ELECTION OF JACQUELINE B. KOSECOFF AS A Management For For
DIRECTOR.
08 ELECTION OF KENNETH P. MANNING AS A DIRECTOR. Management For For
09 ELECTION OF WILLIAM J. MARINO AS A DIRECTOR. Management For For
10 RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS Management For For
THE INDEPENDENT AUDITOR FOR THE YEAR ENDING
DECEMBER 31, 2009.
AMR CORPORATION
SECURITY 001765106 MEETING TYPE Annual
TICKER SYMBOL AMR MEETING DATE 20-May-2009
ISIN US0017651060 AGENDA 933064266 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 GERARD J. ARPEY For For
2 JOHN W. BACHMANN For For
3 DAVID L. BOREN For For
4 ARMANDO M. CODINA For For
5 RAJAT K. GUPTA For For
6 ALBERTO IBARGUEN For For
7 ANN M. KOROLOGOS For For
8 MICHAEL A. MILES For For
9 PHILIP J. PURCELL For For
10 RAY M. ROBINSON For For
11 JUDITH RODIN For For
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 119
The Gabelli Asset Fund
12 MATTHEW K. ROSE For For
13 ROGER T. STAUBACH For For
02 RATIFICATION OF THE SELECTION BY THE AUDIT Management For For
COMMITTEE OF ERNST & YOUNG LLP AS INDEPENDENT
AUDITORS FOR THE YEAR 2009
03 PROPOSAL TO APPROVE THE 2009 LONG TERM Management Against Against
INCENTIVE PLAN
04 STOCKHOLDER PROPOSAL RELATING TO CUMULATIVE Shareholder Against For
VOTING FOR THE ELECTION OF DIRECTORS
05 STOCKHOLDER PROPOSAL RELATING TO SPECIAL Shareholder Against For
SHAREHOLDER MEETINGS
NORTHROP GRUMMAN CORPORATION
SECURITY 666807102 MEETING TYPE Annual
TICKER SYMBOL NOC MEETING DATE 20-May-2009
ISIN US6668071029 AGENDA 933066791 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1A ELECTION OF DIRECTOR: LEWIS W. COLEMAN Management For For
1B ELECTION OF DIRECTOR: THOMAS B. FARGO Management For For
1C ELECTION OF DIRECTOR: VICTOR H. FAZIO Management For For
1D ELECTION OF DIRECTOR: DONALD E. FELSINGER Management For For
1E ELECTION OF DIRECTOR: STEPHEN E. FRANK Management For For
1F ELECTION OF DIRECTOR: BRUCE S. GORDON Management For For
1G ELECTION OF DIRECTOR: MADELEINE KLEINER Management For For
1H ELECTION OF DIRECTOR: KARL J. KRAPEK Management For For
1I ELECTION OF DIRECTOR: RICHARD B. MYERS Management For For
1J ELECTION OF DIRECTOR: AULANA L. PETERS Management For For
1K ELECTION OF DIRECTOR: KEVIN W. SHARER Management For For
1L ELECTION OF DIRECTOR: RONALD D. SUGAR Management For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF DELOITTE Management For For
& TOUCHE LLP AS THE COMPANY'S INDEPENDENT
AUDITOR.
03 STOCKHOLDER PROPOSAL REGARDING A REPORT ON Shareholder Against For
SPACE-BASED WEAPONS.
04 STOCKHOLDER PROPOSAL REGARDING A VOTE ON Shareholder Against For
EXECUTIVE COMPENSATION.
05 STOCKHOLDER PROPOSAL REGARDING RIGHT OF 10% Shareholder Against For
STOCKHOLDERS TO CALL A SPECIAL MEETING.
PRIMEDIA INC.
SECURITY 74157K846 MEETING TYPE Annual
TICKER SYMBOL PRM MEETING DATE 20-May-2009
ISIN US74157K8466 AGENDA 933066880 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 DAVID A. BELL For For
2 BEVERLY C. CHELL For For
3 DANIEL T. CIPORIN For For
4 MEYER FELDBERG For For
5 PERRY GOLKIN For For
6 H. JOHN GREENIAUS For For
7 DEAN B. NELSON For For
8 KEVIN J. SMITH For For
9 CHARLES J. STUBBS For For
10 THOMAS C. UGER For For
02 TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE Management For For
LLP AS INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE COMPANY FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2009.
AMPHENOL CORPORATION
SECURITY 032095101 MEETING TYPE Annual
TICKER SYMBOL APH MEETING DATE 20-May-2009
ISIN US0320951017 AGENDA 933071196 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 EDWARD G. JEPSEN For For
2 JOHN R. LORD For For
02 RATIFICATION OF DELOITTE & TOUCHE LLP AS Management For For
INDEPENDENT PUBLIC ACCOUNTANTS OF THE COMPANY.
03 RATIFICATION AND APPROVAL OF THE 2009 AMPHENOL Management For For
EXECUTIVE INCENTIVE PLAN.
04 RATIFICATION AND APPROVAL OF THE 2009 STOCK Management Against Against
PURCHASE AND OPTION PLAN FOR KEY EMPLOYEES OF
AMPHENOL AND SUBSIDIARIES.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 120
The Gabelli Asset Fund
ALLEGHENY ENERGY, INC.
SECURITY 017361106 MEETING TYPE Annual
TICKER SYMBOL AYE MEETING DATE 21-May-2009
ISIN US0173611064 AGENDA 933026331 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1A ELECTION OF DIRECTOR: H. FURLONG BALDWIN Management For For
1B ELECTION OF DIRECTOR: ELEANOR BAUM Management For For
1C ELECTION OF DIRECTOR: PAUL J. EVANSON Management For For
1D ELECTION OF DIRECTOR: CYRUS F. FREIDHEIM, JR. Management For For
1E ELECTION OF DIRECTOR: JULIA L. JOHNSON Management For For
1F ELECTION OF DIRECTOR: TED J. KLEISNER Management For For
1G ELECTION OF DIRECTOR: CHRISTOPHER D. PAPPAS Management For For
1H ELECTION OF DIRECTOR: STEVEN H. RICE Management For For
1I ELECTION OF DIRECTOR: GUNNAR E. SARSTEN Management For For
1J ELECTION OF DIRECTOR: MICHAEL H. SUTTON Management For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF DELOITTE Management For For
& TOUCHE LLP AS THE COMPANY'S INDEPENDENT
AUDITOR FOR 2009.
03 PROPOSAL TO APPROVE THE ALLEGHENY ENERGY, INC. Management For For
ANNUAL INCENTIVE PLAN.
04 STOCKHOLDER PROPOSAL RELATING TO SPECIAL Shareholder Against For
STOCKHOLDER MEETINGS.
MARSH & MCLENNAN COMPANIES, INC.
SECURITY 571748102 MEETING TYPE Annual
TICKER SYMBOL MMC MEETING DATE 21-May-2009
ISIN US5717481023 AGENDA 933037346 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1A ELECTION OF DIRECTOR: LESLIE M. BAKER, JR. Management For For
1B ELECTION OF DIRECTOR: GWENDOLYN S. KING Management For For
1C ELECTION OF DIRECTOR: MARC D. OKEN Management For For
1D ELECTION OF DIRECTOR: DAVID A. OLSEN Management For For
02 RATIFICATION OF SELECTION OF INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM
03 STOCKHOLDER PROPOSAL: REINCORPORATE IN NORTH Shareholder Against For
DAKOTA
04 STOCKHOLDER PROPOSAL: SPECIAL MEETINGS Shareholder Against For
05 STOCKHOLDER PROPOSAL: POLITICAL CONTRIBUTIONS Shareholder Against For
MEDCO HEALTH SOLUTIONS, INC.
SECURITY 58405U102 MEETING TYPE Annual
TICKER SYMBOL MHS MEETING DATE 21-May-2009
ISIN US58405U1025 AGENDA 933037358 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1A ELECTION OF DIRECTOR: CHARLES M. LILLIS Management For For
1B ELECTION OF DIRECTOR: WILLIAM L. ROPER Management For For
1C ELECTION OF DIRECTOR: DAVID D. STEVENS Management For For
02 RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM OF THE
COMPANY FOR THE 2009 FISCAL YEAR
03 APPROVAL OF EXECUTIVE ANNUAL INCENTIVE PLAN Management For For
CABLEVISION SYSTEMS CORPORATION
SECURITY 12686C109 MEETING TYPE Annual
TICKER SYMBOL CVC MEETING DATE 21-May-2009
ISIN US12686C1099 AGENDA 933046321 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 ZACHARY W. CARTER For For
2 CHARLES D. FERRIS For For
3 THOMAS V. REIFENHEISER For For
4 JOHN R. RYAN For For
5 VINCENT TESE For For
6 LEONARD TOW For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP Management For For
AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM OF THE COMPANY FOR FISCAL YEAR 2009.
03 APPROVAL OF CABLEVISION SYSTEMS CORPORATION Management Against Against
AMENDED 2006 EMPLOYEE STOCK PLAN.
VIRTUS INVESTMENT PARTNERS, INC.
SECURITY 92828Q109 MEETING TYPE Annual
TICKER SYMBOL VRTS MEETING DATE 21-May-2009
ISIN US92828Q1094 AGENDA 933047385 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1 DIRECTOR Management
1 DIANE M. COFFEY For For
2 TIMOTHY A. HOLT For For
2 VOTE TO RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2009.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 121
The Gabelli Asset Fund
PAIN THERAPEUTICS, INC.
SECURITY 69562K100 MEETING TYPE Annual
TICKER SYMBOL PTIE MEETING DATE 21-May-2009
ISIN US69562K1007 AGENDA 933049466 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 REMI BARBIER For For
2 SANFORD R. ROBERTSON For For
3 P.J. SCANNON, MD, PH.D For For
02 TO RATIFY THE SELECTION OF ERNST & YOUNG LLP Management For For
AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM TO THE COMPANY FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2009.
DEAN FOODS COMPANY
SECURITY 242370104 MEETING TYPE Annual
TICKER SYMBOL DF MEETING DATE 21-May-2009
ISIN US2423701042 AGENDA 933053706 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 JANET HILL For For
2 HECTOR M. NEVARES For For
02 PROPOSAL TO AMEND THE DEAN FOODS COMPANY 2007 Management Against Against
STOCK INCENTIVE PLAN.
03 PROPOSAL TO RATIFY DELOITTE & TOUCHE LLP AS Management For For
INDEPENDENT AUDITOR.
CONMED CORPORATION
SECURITY 207410101 MEETING TYPE Annual
TICKER SYMBOL CNMD MEETING DATE 21-May-2009
ISIN US2074101013 AGENDA 933056346 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 EUGENE R. CORASANTI For For
2 JOSEPH J. CORASANTI For For
3 BRUCE F. DANIELS For For
4 JO ANN GOLDEN For For
5 STEPHEN M. MANDIA For For
6 STUART J. SCHWARTZ For For
7 MARK E. TRYNISKI For For
02 RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
ACCOUNTANTS FOR THE COMPANY FOR 2009.
03 APPROVAL OF THE AMENDED AND RESTATED 1999 Management Against Against
LONG- TERM INCENTIVE PLAN.
LIN TV CORP.
SECURITY 532774106 MEETING TYPE Annual
TICKER SYMBOL TVL MEETING DATE 21-May-2009
ISIN US5327741063 AGENDA 933060028 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 ROYAL W. CARSON III Withheld Against
2 VINCENT L. SADUSKY Withheld Against
02 TO RATIFY THE SELECTION OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM OF LIN TV
CORP. FOR THE YEAR ENDING DECEMBER 31, 2009.
STANDARD MOTOR PRODUCTS, INC.
SECURITY 853666105 MEETING TYPE Annual
TICKER SYMBOL SMP MEETING DATE 21-May-2009
ISIN US8536661056 AGENDA 933067185 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 ROBERT M. GERRITY For For
2 PAMELA FORBES LIEBERMAN For For
3 ARTHUR S. SILLS For For
4 LAWRENCE I. SILLS For For
5 PETER J. SILLS For For
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 122
The Gabelli Asset Fund
6 FREDERICK D. STURDIVANT For For
7 WILLAM H. TURNER For For
8 RICHARD S. WARD For For
9 ROGER M. WIDMANN For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF GRANT Management For For
THORNTON LLP AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2009.
TELEPHONE AND DATA SYSTEMS, INC.
SECURITY 879433100 MEETING TYPE Annual
TICKER SYMBOL TDS MEETING DATE 21-May-2009
ISIN US8794331004 AGENDA 933076831 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 C.A. DAVIS For For
2 C.D. O'LEARY For For
3 G.L. SUGARMAN For For
4 H.S. WANDER For For
02 NON-EMPLOYEE DIRECTOR COMPENSATION PLAN. Management For For
03 RATIFY ACCOUNTANTS FOR 2009. Management For For
04 SHAREHOLDER PROPOSAL TO RECAPITALIZE THE TDS Shareholder For Against
CAPITAL STOCK.
TELEPHONE AND DATA SYSTEMS, INC.
SECURITY 879433860 MEETING TYPE Annual
TICKER SYMBOL TDSS MEETING DATE 21-May-2009
ISIN US8794338603 AGENDA 933076843 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 C.A. DAVIS For For
2 C.D. O'LEARY For For
3 G.L. SUGARMAN For For
4 H.S. WANDER For For
KATY INDUSTRIES, INC.
SECURITY 486026107 MEETING TYPE Annual
TICKER SYMBOL KATY MEETING DATE 21-May-2009
ISIN US4860261076 AGENDA 933077744 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 CHRISTOPHER W. ANDERSON Withheld Against
2 WILLIAM F. ANDREWS Withheld Against
3 SAMUEL P. FRIEDER Withheld Against
4 CHRISTOPHER LACOVARA Withheld Against
5 SHANT MARDIROSSIAN Withheld Against
02 TO RATIFY THE SELECTION OF UHY LLP AS THE Management For For
INDEPENDENT PUBLIC ACCOUNTANTS OF KATY.
FPL GROUP, INC.
SECURITY 302571104 MEETING TYPE Annual
TICKER SYMBOL FPL MEETING DATE 22-May-2009
ISIN US3025711041 AGENDA 933040569 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 SHERRY S. BARRAT For For
2 ROBERT M. BEALL, II For For
3 J. HYATT BROWN For For
4 JAMES L. CAMAREN For For
5 J. BRIAN FERGUSON For For
6 LEWIS HAY, III For For
7 TONI JENNINGS For For
8 OLIVER D. KINGSLEY, JR. For For
9 RUDY E. SCHUPP For For
10 MICHAEL H. THAMAN For For
11 HANSEL E. TOOKES, II For For
12 PAUL R. TREGURTHA For For
02 RATIFICATION OF APPOINTMENT OF DELOITTE & Management For For
TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2009.
03 APPROVAL OF THE MATERIAL TERMS UNDER THE FPL Management For For
GROUP, INC. AMENDED AND RESTATED LONG TERM
INCENTIVE PLAN FOR PAYMENT OF
PERFORMANCE-BASED COMPENSATION AS REQUIRED BY
INTERNAL REVENUE CODE SECTION 162(M).
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 123
The Gabelli Asset Fund
CALAMOS ASSET MANAGEMENT, INC.
SECURITY 12811R104 MEETING TYPE Annual
TICKER SYMBOL CLMS MEETING DATE 22-May-2009
ISIN US12811R1041 AGENDA 933062286 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 G. BRADFORD BULKLEY For For
2 MITCHELL S. FEIGER For For
3 RICHARD W. GILBERT For For
4 ARTHUR L. KNIGHT For For
02 RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS Management For For
THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE COMPANY'S FISCAL YEAR
ENDING DECEMBER 31, 2009.
03 APPROVAL TO AMEND THE COMPANY'S INCENTIVE Management Against Against
COMPENSATION PLAN TO ALLOW FOR A STOCK OPTION
EXCHANGE PROGRAM.
DEUTSCHE BANK AG
SECURITY D18190898 MEETING TYPE Annual
TICKER SYMBOL DB MEETING DATE 26-May-2009
ISIN DE0005140008 AGENDA 933065458 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
02 APPROPRIATION OF DISTRIBUTABLE PROFIT. Management For For
03 RATIFICATION OF THE ACTS OF MANAGEMENT OF THE Management For For
MANAGEMENT BOARD FOR THE 2008 FINANCIAL YEAR.
04 RATIFICATION OF THE ACTS OF MANAGEMENT OF THE Management For For
SUPERVISORY BOARD FOR THE 2008 FINANCIAL YEAR.
05 ELECTION OF AUDITOR FOR 2009 FINANCIAL YEAR, Management For For
INTERIM ACCOUNTS.
06 AUTHORIZATION TO ACQUIRE OWN SHARES FOR Management For For
TRADING PURPOSES.
07 AUTHORIZATION TO ACQUIRE OWN SHARES PURSUANT Management For For
TO SECTION 71 (1) NO. 8 STOCK CORPORATION ACT.
08 AMENDMENT TO THE ARTICLES OF ASSOCIATION Management For For
RELATING TO THE REGISTRATION PERIOD FOR THE
GENERAL MEETING.
09 AMENDMENT TO SECTION 19 (2) SENTENCE 3 OF THE Management For For
ARTICLES OF ASSOCIATION TO ACCORD WITH THE
RULES OF THE ACT ON THE IMPLEMENTATION OF THE
SHAREHOLDER RIGHTS DIRECTIVE.
10 CREATION OF NEW AUTHORIZED CAPITAL AND Management For For
AMENDMENT TO ARTICLES OF ASSOCIATION.
11 CREATION OF NEW AUTHORIZED CAPITAL FOR CAPITAL Management For For
INCREASES IN CASH OR IN KIND AND AMENDMENT TO
THE ARTICLES OF ASSOCIATION.
12 CREATION OF NEW AUTHORIZED CAPITAL AND Management For For
AMENDMENT TO THE ARTICLES OF ASSOCIATION.
13 AUTHORIZATION TO ISSUE PARTICIPATORY NOTES Management For For
WITH WARRANTS AND/OR CONVERTIBLE PARTICIPATORY
NOTES, BONDS WITH WARRANTS AND CONVERTIBLE
BONDS, CREATION OF CONDITIONAL CAPITAL AND
AMENDMENT TO ARTICLES OF ASSOCIATION.
14 SHAREHOLDER PROPOSAL: PROPOSAL THAT Shareholder Against For
RATIFICATION OF THE ACTS OF MANAGEMENT OF THE
MANAGEMENT BOARD BE REFUSED.
15 SHAREHOLDER PROPOSAL: RATIFICATION OF THE ACTS Shareholder Against For
OF MANAGEMENT OF THE MANAGEMENT BOARD BE
POSTPONED UNTIL ALL LIABILITY PROCEEDINGS
AGAINST DEUTSCHE BANK HAVE BEEN CONCLUDED AND
ALSO UNTIL A REFORM OF THE COMPENSATION AND
BONUS SYSTEM HAS BEEN CARRIED OUT.
16 SHAREHOLDER PROPOSAL: THE ACTS OF THE Shareholder Against For
MANAGEMENT BOARD FOR THE 2008 FINANCIAL YEAR
ARE NOT RATIFIED.
17 SHAREHOLDER PROPOSAL: THE ACTS OF MANAGEMENT Shareholder Against For
OF THE SUPERVISORY BOARD FOR THE 2008
FINANCIAL YEAR ARE NOT RATIFIED.
18 SHAREHOLDER PROPOSAL - RATIFICATION OF THE Shareholder Against For
ACTS OF MANAGEMENT OF THE MEMBERS OF THE
SUPERVISORY BOARD IS REFUSED.
19 SHAREHOLDER PROPOSAL - PROPOSE THAT NO Shareholder Against For
DISTRIBUTABLE PROFIT BE DISTRIBUTED AND HENCE
NO DIVIDENDS PAID.
20 SHAREHOLDER PROPOSAL - RATIFICATION OF THE Shareholder Against For
ACTS OF MANAGEMENT OF BOTH THE MANAGEMENT
BOARD AND THE SUPERVISORY BOARD BE REFUSED.
21 SHAREHOLDER PROPOSAL - NOT TO ADOPT A Shareholder Against For
RESOLUTION ON THE PLANNED CHANGE TO ARTICLE 19
II 3 OF THE ARTICLES OF ASSOCIATION.
22 SHAREHOLDER PROPOSAL - APPROPRIATION OF Shareholder Against For
DISTRIBUTABLE PROFIT.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 124
The Gabelli Asset Fund
FRANCE TELECOM
SECURITY 35177Q105 MEETING TYPE Annual
TICKER SYMBOL FTE MEETING DATE 26-May-2009
ISIN US35177Q1058 AGENDA 933069317 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 APPROVAL OF THE ANNUAL FINANCIAL STATEMENTS Management For For
FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2008
02 APPROVAL OF THE CONSOLIDATED FINANCIAL Management For For
STATEMENTS FOR THE FINANCIAL YEAR ENDED
DECEMBER 31, 2008
03 ALLOCATION OF THE INCOME FOR THE FINANCIAL Management For For
YEAR ENDED DECEMBER 31, 2008, AS STATED IN THE
ANNUAL FINANCIAL STATEMENTS
04 APPROVAL OF THE AGREEMENTS REFERRED TO IN Management For For
ARTICLE L. 225-38 OF THE FRENCH COMMERCIAL CODE
05 RENEWAL OF TERM OF A PRINCIPAL STATUTORY Management For For
AUDITOR
06 RENEWAL OF TERM OF A DEPUTY STATUTORY AUDITOR Management For For
07 RENEWAL OF TERM OF A PRINCIPAL STATUTORY Management For For
AUDITOR
08 RENEWAL OF TERM OF A DEPUTY STATUTORY AUDITOR Management For For
09 AUTHORIZATION TO BE GRANTED TO THE BOARD OF Management For For
DIRECTORS TO PURCHASE OR TRANSFER FRANCE
TELECOM SHARES
10 AMENDMENT OF ARTICLE 13 OF THE BY-LAWS Management For For
11 DELEGATION OF AUTHORITY TO THE BOARD OF Management For For
DIRECTORS TO ISSUE SHARES OF THE COMPANY AND
SECURITIES GIVING ACCESS TO SHARES OF THE
COMPANY OR OF ONE OF ITS SUBSIDIARIES, WITH
PREFERENTIAL SUBSCRIPTION RIGHTS OF THE
SHAREHOLDERS
12 DELEGATION OF AUTHORITY TO THE BOARD OF Management For For
DIRECTORS TO ISSUE SHARES OF THE COMPANY AND
SECURITIES GIVING ACCESS TO THE SHARES OF THE
COMPANY OR OF ONE OF ITS SUBSIDIARIES, WITHOUT
PREFERENTIAL SUBSCRIPTION RIGHTS OF THE
SHAREHOLDERS
13 AUTHORIZATION GRANTED TO THE BOARD OF Management For For
DIRECTORS IN THE EVENT OF A CAPITAL INCREASE
WITH OR WITHOUT PREFERENTIAL SUBSCRIPTION
RIGHTS OF SHAREHOLDERS, TO INCREASE THE NUMBER
OF ISSUABLE SECURITIES
14 DELEGATION OF AUTHORITY TO THE BOARD OF Management For For
DIRECTORS TO ISSUE SHARES AND SECURITIES
GIVING ACCESS TO SHARES, IN THE EVENT OF A
PUBLIC EXCHANGE OFFER INITIATED BY THE COMPANY
15 AUTHORIZATION OF POWERS TO THE BOARD OF Management For For
DIRECTORS TO ISSUE SHARES AND SECURITIES
GIVING ACCESS TO SHARES, IN CONSIDERATION FOR
CONTRIBUTIONS IN KIND GRANTED TO THE COMPANY
AND COMPRISED OF EQUITY SECURITIES OR
SECURITIES GIVING ACCESS TO SHARE CAPITAL
16 DELEGATION OF POWERS TO THE BOARD OF DIRECTORS Management For For
TO ISSUE SHARES RESERVED FOR PERSONS SIGNING A
LIQUIDITY CONTRACT WITH THE COMPANY IN THEIR
CAPACITY AS HOLDERS OF SHARES OR STOCK OPTIONS
OF ORANGE S.A.
17 DELEGATION OF POWERS TO THE BOARD OF DIRECTORS Management For For
TO PROCEED WITH THE FREE ISSUANCE OF OPTION-
BASED LIQUIDITY INSTRUMENTS RESERVED FOR THOSE
HOLDERS OF STOCK OPTIONS OF ORANGE S.A. THAT
HAVE SIGNED A LIQUIDITY CONTRACT WITH THE
COMPANY
18 OVERALL LIMITATION OF THE AUTHORIZATIONS Management For For
19 DELEGATION OF AUTHORITY TO THE BOARD OF Management For For
DIRECTORS TO ISSUE SECURITIES GIVING RIGHT TO
THE ALLOCATION OF DEBT SECURITIES
20 DELEGATION OF AUTHORITY TO THE BOARD OF Management For For
DIRECTORS TO INCREASE THE SHARE CAPITAL OF THE
COMPANY BY CAPITALIZATION OF RESERVES, PROFITS
OR PREMIUMS
21 AUTHORIZATION GIVEN TO THE BOARD OF DIRECTORS Management For For
TO ALLOCATE FREE SHARES
22 DELEGATION OF AUTHORITY TO THE BOARD OF Management For For
DIRECTORS TO PROCEED WITH CAPITAL INCREASES
RESERVED FOR MEMBERS OF THE FRANCE TELECOM
GROUP SAVINGS PLAN
23 AUTHORIZATION TO THE BOARD OF DIRECTORS TO Management For For
REDUCE THE SHARE CAPITAL THROUGH THE
CANCELLATION OF SHARES
24 POWERS FOR FORMALITIES Management For For
CAVALIER HOMES, INC.
SECURITY 149507105 MEETING TYPE Annual
TICKER SYMBOL CAV MEETING DATE 26-May-2009
ISIN US1495071052 AGENDA 933093421 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 THOMAS A. BROUGHTON III For For
2 BARRY B. DONNELL For For
3 CURTIS D. HODGSON For For
4 LEE ROY JORDAN For For
5 JONATHAN B. LOWE For For
6 KENNETH E. SHIPLEY For For
7 KENNETH J. SMITH For For
8 BOBBY TESNEY For For
9 CARL S. THIGPEN For For
10 J. DON WILLIAMS For For
02 PROPOSAL TO RATIFY AND APPROVE THE APPOINTMENT Management For For
OF CARR, RIGGS & INGRAM, LLC AS THE
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR CAVALIER HOMES, INC.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 125
The Gabelli Asset Fund
DEUTSCHE BANK AG
SECURITY D18190898 MEETING TYPE Annual
TICKER SYMBOL DB MEETING DATE 26-May-2009
ISIN DE0005140008 AGENDA 933093813 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
02 APPROPRIATION OF DISTRIBUTABLE PROFIT. Management For For
03 RATIFICATION OF THE ACTS OF MANAGEMENT OF THE Management For For
MANAGEMENT BOARD FOR THE 2008 FINANCIAL YEAR.
04 RATIFICATION OF THE ACTS OF MANAGEMENT OF THE Management For For
SUPERVISORY BOARD FOR THE 2008 FINANCIAL YEAR.
05 ELECTION OF AUDITOR FOR 2009 FINANCIAL YEAR, Management For For
INTERIM ACCOUNTS.
06 AUTHORIZATION TO ACQUIRE OWN SHARES FOR Management For For
TRADING PURPOSES.
07 AUTHORIZATION TO ACQUIRE OWN SHARES PURSUANT Management For For
TO SECTION 71 (1) NO. 8 STOCK CORPORATION ACT.
08 AMENDMENT TO THE ARTICLES OF ASSOCIATION Management For For
RELATING TO THE REGISTRATION PERIOD FOR THE
GENERAL MEETING.
09 AMENDMENT TO SECTION 19 (2) SENTENCE 3 OF THE Management For For
ARTICLES OF ASSOCIATION TO ACCORD WITH THE
RULES OF THE ACT ON THE IMPLEMENTATION OF THE
SHAREHOLDER RIGHTS DIRECTIVE.
10 CREATION OF NEW AUTHORIZED CAPITAL AND Management For For
AMENDMENT TO ARTICLES OF ASSOCIATION.
11 CREATION OF NEW AUTHORIZED CAPITAL FOR CAPITAL Management For For
INCREASES IN CASH OR IN KIND AND AMENDMENT TO
THE ARTICLES OF ASSOCIATION.
12 CREATION OF NEW AUTHORIZED CAPITAL AND Management For For
AMENDMENT TO THE ARTICLES OF ASSOCIATION.
13 AUTHORIZATION TO ISSUE PARTICIPATORY NOTES Management For For
WITH WARRANTS AND/OR CONVERTIBLE PARTICIPATORY
NOTES, BONDS WITH WARRANTS AND CONVERTIBLE
BONDS, CREATION OF CONDITIONAL CAPITAL AND
AMENDMENT TO ARTICLES OF ASSOCIATION.
14 SHAREHOLDER PROPOSAL: PROPOSAL THAT Shareholder Against For
RATIFICATION OF THE ACTS OF MANAGEMENT OF THE
MANAGEMENT BOARD BE REFUSED.
15 SHAREHOLDER PROPOSAL: RATIFICATION OF THE ACTS Shareholder Against For
OF MANAGEMENT OF THE MANAGEMENT BOARD BE
POSTPONED UNTIL ALL LIABILITY PROCEEDINGS
AGAINST DEUTSCHE BANK HAVE BEEN CONCLUDED AND
ALSO UNTIL A REFORM OF THE COMPENSATION AND
BONUS SYSTEM HAS BEEN CARRIED OUT.
16 SHAREHOLDER PROPOSAL: THE ACTS OF THE Shareholder Against For
MANAGEMENT BOARD FOR THE 2008 FINANCIAL YEAR
ARE NOT RATIFIED.
17 SHAREHOLDER PROPOSAL: THE ACTS OF MANAGEMENT Shareholder Against For
OF THE SUPERVISORY BOARD FOR THE 2008
FINANCIAL YEAR ARE NOT RATIFIED.
18 SHAREHOLDER PROPOSAL - RATIFICATION OF THE Shareholder Against For
ACTS OF MANAGEMENT OF THE MEMBERS OF THE
SUPERVISORY BOARD IS REFUSED.
19 SHAREHOLDER PROPOSAL - PROPOSE THAT NO Shareholder Against For
DISTRIBUTABLE PROFIT BE DISTRIBUTED AND HENCE
NO DIVIDENDS PAID.
20 SHAREHOLDER PROPOSAL - RATIFICATION OF THE Shareholder Against For
ACTS OF MANAGEMENT OF BOTH THE MANAGEMENT
BOARD AND THE SUPERVISORY BOARD BE REFUSED.
21 SHAREHOLDER PROPOSAL - NOT TO ADOPT A Shareholder Against For
RESOLUTION ON THE PLANNED CHANGE TO ARTICLE 19
II 3 OF THE ARTICLES OF ASSOCIATION.
22 SHAREHOLDER PROPOSAL - APPROPRIATION OF Shareholder Against For
DISTRIBUTABLE PROFIT.
EXXON MOBIL CORPORATION
SECURITY 30231G102 MEETING TYPE Annual
TICKER SYMBOL XOM MEETING DATE 27-May-2009
ISIN US30231G1022 AGENDA 933046965 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 M.J. BOSKIN For For
2 L.R. FAULKNER For For
3 K.C. FRAZIER For For
4 W.W. GEORGE For For
5 R.C. KING For For
6 M.C. NELSON For For
7 S.J. PALMISANO For For
8 S.S REINEMUND For For
9 R.W. TILLERSON For For
10 E.E. WHITACRE, JR. For For
02 RATIFICATION OF INDEPENDENT AUDITORS (PAGE 50) Management For For
03 CUMULATIVE VOTING (PAGE 51) Shareholder Against For
04 SPECIAL SHAREHOLDER MEETINGS (PAGE 53) Shareholder Against For
05 INCORPORATE IN NORTH DAKOTA (PAGE 54) Shareholder Against For
06 BOARD CHAIRMAN AND CEO (PAGE 55) Shareholder Against For
07 SHAREHOLDER ADVISORY VOTE ON EXECUTIVE Shareholder Against For
COMPENSATION (PAGE 57)
08 EXECUTIVE COMPENSATION REPORT (PAGE 59) Shareholder Against For
09 CORPORATE SPONSORSHIPS REPORT (PAGE 60) Shareholder Against For
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 126
The Gabelli Asset Fund
10 AMENDMENT OF EEO POLICY (PAGE 62) Shareholder Against For
11 GREENHOUSE GAS EMISSIONS GOALS (PAGE 63) Shareholder Against For
12 CLIMATE CHANGE AND TECHNOLOGY REPORT (PAGE 65) Shareholder Against For
13 RENEWABLE ENERGY POLICY (PAGE 66) Shareholder Against For
CHEVRON CORPORATION
SECURITY 166764100 MEETING TYPE Annual
TICKER SYMBOL CVX MEETING DATE 27-May-2009
ISIN US1667641005 AGENDA 933051067 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1A ELECTION OF DIRECTOR: S.H. ARMACOST Management For For
1B ELECTION OF DIRECTOR: L.F. DEILY Management For For
1C ELECTION OF DIRECTOR: R.E. DENHAM Management For For
1D ELECTION OF DIRECTOR: R.J. EATON Management For For
1E ELECTION OF DIRECTOR: E. HERNANDEZ Management For For
1F ELECTION OF DIRECTOR: F.G. JENIFER Management For For
1G ELECTION OF DIRECTOR: S. NUNN Management For For
1H ELECTION OF DIRECTOR: D.J. O'REILLY Management For For
1I ELECTION OF DIRECTOR: D.B. RICE Management For For
1J ELECTION OF DIRECTOR: K.W. SHARER Management For For
1K ELECTION OF DIRECTOR: C.R. SHOEMATE Management For For
1L ELECTION OF DIRECTOR: R.D. SUGAR Management For For
1M ELECTION OF DIRECTOR: C. WARE Management For For
1N ELECTION OF DIRECTOR: J.S. WATSON Management For For
02 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC Management For For
ACCOUNTING FIRM
03 APPROVE THE MATERIAL TERMS OF PERFORMANCE Management For For
GOALS FOR PERFORMANCE-BASED AWARDS UNDER THE
CHEVRON INCENTIVE PLAN
04 APPROVE THE MATERIAL TERMS OF PERFORMANCE Management For For
GOALS FOR PERFORMANCE-BASED AWARDS UNDER THE
LONG-TERM INCENTIVE PLAN OF CHEVRON CORPORATION
05 SPECIAL STOCKHOLDER MEETINGS Shareholder Against For
06 ADVISORY VOTE ON SUMMARY COMPENSATION TABLE Shareholder Against For
07 GREENHOUSE GAS EMISSIONS Shareholder Against For
08 COUNTRY SELECTION GUIDELINES Shareholder Against For
09 HUMAN RIGHTS POLICY Shareholder Against For
10 HOST COUNTRY LAWS Shareholder Against For
CTS CORPORATION
SECURITY 126501105 MEETING TYPE Annual
TICKER SYMBOL CTS MEETING DATE 27-May-2009
ISIN US1265011056 AGENDA 933068478 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 W.S. CATLOW For For
2 L.J. CIANCIA For For
3 T.G. CODY For For
4 P.K. COLLAWN For For
5 R.R. HEMMINGHAUS For For
6 M.A. HENNING For For
7 V.M. KHILNANI For For
8 R.A. PROFUSEK For For
02 APPROVAL OF THE CTS CORPORATION 2009 OMNIBUS Management For For
EQUITY AND PERFORMANCE INCENTIVE PLAN.
03 RATIFICATION OF THE APPOINTMENT OF GRANT Management For For
THORNTON LLP AS CTS' INDEPENDENT AUDITOR.
CLEAR CHANNEL OUTDOOR HOLDINGS, INC.
SECURITY 18451C109 MEETING TYPE Annual
TICKER SYMBOL CCO MEETING DATE 27-May-2009
ISIN US18451C1099 AGENDA 933080979 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 MARGARET W. COVELL For For
2 MARK P. MAYS For For
3 DALE W. TREMBLAY For For
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 127
The Gabelli Asset Fund
TIME WARNER INC.
SECURITY 887317303 MEETING TYPE Annual
TICKER SYMBOL TWX MEETING DATE 28-May-2009
ISIN US8873173038 AGENDA 933048224 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1A ELECTION OF DIRECTOR: HERBERT M. ALLISON, JR. Management For For
1B ELECTION OF DIRECTOR: JAMES L. BARKSDALE Management For For
1C ELECTION OF DIRECTOR: JEFFREY L. BEWKES Management For For
1D ELECTION OF DIRECTOR: STEPHEN F. BOLLENBACH Management For For
1E ELECTION OF DIRECTOR: FRANK J. CAUFIELD Management For For
1F ELECTION OF DIRECTOR: ROBERT C. CLARK Management For For
1G ELECTION OF DIRECTOR: MATHIAS DOPFNER Management For For
1H ELECTION OF DIRECTOR: JESSICA P. EINHORN Management For For
1I ELECTION OF DIRECTOR: MICHAEL A. MILES Management For For
1J ELECTION OF DIRECTOR: KENNETH J. NOVACK Management For For
1K ELECTION OF DIRECTOR: DEBORAH C. WRIGHT Management For For
02 RATIFICATION OF APPOINTMENT OF INDEPENDENT Management For For
AUDITORS.
03 COMPANY PROPOSAL TO APPROVE THE TIME WARNER Management For For
INC. ANNUAL INCENTIVE PLAN FOR EXECUTIVE
OFFICERS.
04 STOCKHOLDER PROPOSAL REGARDING CUMULATIVE Shareholder Against For
VOTING.
05 STOCKHOLDER PROPOSAL REGARDING SPECIAL Shareholder Against For
STOCKHOLDER MEETINGS.
06 STOCKHOLDER PROPOSAL REGARDING ADVISORY Shareholder Against For
RESOLUTION TO RATIFY COMPENSATION OF NAMED
EXECUTIVE OFFICERS.
HENRY SCHEIN, INC.
SECURITY 806407102 MEETING TYPE Annual
TICKER SYMBOL HSIC MEETING DATE 28-May-2009
ISIN US8064071025 AGENDA 933054392 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 STANLEY M. BERGMAN For For
2 GERALD A. BENJAMIN For For
3 JAMES P. BRESLAWSKI For For
4 MARK E. MLOTEK For For
5 STEVEN PALADINO For For
6 BARRY J. ALPERIN For For
7 PAUL BRONS For For
8 M.A. HAMBURG, M.D. For For
9 DONALD J. KABAT For For
10 PHILIP A. LASKAWY For For
11 KARYN MASHIMA For For
12 NORMAN S. MATTHEWS For For
13 LOUIS W. SULLIVAN, M.D. For For
02 PROPOSAL TO AMEND THE COMPANY'S 1994 STOCK Management Against Against
INCENTIVE PLAN.
03 PROPOSAL TO AMEND THE COMPANY'S SECTION 162(M) Management For For
CASH BONUS PLAN.
04 PROPOSAL TO RATIFY THE SELECTION OF BDO Management For For
SEIDMAN, LLP AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
FISCAL YEAR ENDING DECEMBER 26, 2009.
THE INTERPUBLIC GROUP OF COMPANIES, INC.
SECURITY 460690100 MEETING TYPE Annual
TICKER SYMBOL IPG MEETING DATE 28-May-2009
ISIN US4606901001 AGENDA 933076982 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1A ELECTION OF DIRECTOR: FRANK J. BORELLI Management For For
1B ELECTION OF DIRECTOR: REGINALD K. BRACK Management For For
1C ELECTION OF DIRECTOR: JOCELYN CARTER-MILLER Management For For
1D ELECTION OF DIRECTOR: JILL M. CONSIDINE Management For For
1E ELECTION OF DIRECTOR: RICHARD A. GOLDSTEIN Management For For
1F ELECTION OF DIRECTOR: MARY J. STEELE GUILFOILE Management For For
1G ELECTION OF DIRECTOR: H. JOHN GREENIAUS Management For For
1H ELECTION OF DIRECTOR: WILLIAM T. KERR Management For For
1I ELECTION OF DIRECTOR: MICHAEL I. ROTH Management For For
1J ELECTION OF DIRECTOR: DAVID M. THOMAS Management For For
02 ADOPT THE INTERPUBLIC GROUP OF COMPANIES, INC. Management Against Against
2009 PERFORMANCE INCENTIVE PLAN
03 ADOPT THE 2009 NON-MANAGEMENT DIRECTORS' STOCK Management Against Against
INCENTIVE PLAN
04 CONFIRM THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2009
05 SHAREHOLDER PROPOSAL ON SPECIAL SHAREHOLDER Shareholder Against For
MEETINGS
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 128
The Gabelli Asset Fund
SUPERIOR INDUSTRIES INTERNATIONAL, INC.
SECURITY 868168105 MEETING TYPE Annual
TICKER SYMBOL SUP MEETING DATE 29-May-2009
ISIN US8681681057 AGENDA 933058302 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 PHILIP W. COLBURN For For
2 MARGARET S. DANO For For
02 APPROVAL OF BYLAW AMENDMENT TO REDUCE BOARD Management For For
SIZE.
03 APPROVAL OF SHAREHOLDER PROPOSAL TO CHANGE Shareholder Against For
VOTING STANDARD FOR DIRECTOR ELECTIONS.
ALCATEL-LUCENT
SECURITY 013904305 MEETING TYPE Annual
TICKER SYMBOL ALU MEETING DATE 29-May-2009
ISIN US0139043055 AGENDA 933069278 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
O1 APPROVAL OF THE FINANCIAL STATEMENTS FOR Management For For
FISCAL YEAR ENDED DECEMBER 31, 2008.
O2 APPROVAL OF THE CONSOLIDATED FINANCIAL Management For For
STATEMENTS FOR FISCAL YEAR ENDED DECEMBER 31,
2008.
O3 RESULTS FOR FISCAL YEAR - APPROPRIATION. Management For For
O4 RATIFICATION OF THE APPOINTMENT OF PHILIPPE Management For For
CAMUS AS MEMBER OF THE BOARD OF DIRECTORS.
O5 RATIFICATION OF THE APPOINTMENT OF BEN Management For For
VERWAAYEN AS MEMBER OF THE BOARD OF DIRECTORS.
O6 RATIFICATION OF THE APPOINTMENT OF STUART E. Management For For
EIZENSTAT AS MEMBER OF THE BOARD OF DIRECTORS.
O7 RATIFICATION OF THE APPOINTMENT OF LOUIS R. Management For For
HUGHES AS MEMBER OF THE BOARD OF DIRECTORS.
O8 RATIFICATION OF THE APPOINTMENT OF JEAN C. Management For For
MONTY AS MEMBER OF THE BOARD OF DIRECTORS.
O9 RATIFICATION OF THE APPOINTMENT OF OLIVIER Management For For
PIOU AS MEMBER OF THE BOARD OF DIRECTORS.
O10 RENEWAL OF THE TERM OF OFFICE OF SYLVIA JAY AS Management For For
MEMBER OF THE BOARD OF DIRECTORS.
O11 RENEWAL OF THE TERM OF OFFICE OF JEAN-CYRIL Management For For
SPINETTA AS MEMBER OF THE BOARD OF DIRECTORS.
O12 APPROVAL OF REGULATED AGREEMENT WHICH REMAINED Management For For
IN FORCE DURING THE FISCAL YEAR.
O13 APPROVAL OF THE COMMITMENTS IN FAVOR OF THE Management For For
CHAIRMAN, ENTERED INTO ACCORDING TO ARTICLE L.
225- 42-1 OF THE FRENCH COMMERCIAL CODE WITH
RESPECT TO THE ALLOCATION OF RESTRICTED STOCK
UNITS.
O14 APPROVAL OF THE COMMITMENTS IN FAVOR OF THE Management For For
CEO, ENTERED INTO ACCORDING TO ARTICLE L.
225-42-1 OF THE FRENCH COMMERCIAL CODE WITH
RESPECT TO THE ALLOCATION OF RESTRICTED STOCK
UNITS AND STOCK OPTIONS.
O15 APPROVAL OF THE COMMITMENTS IN FAVOR OF THE Management For For
CEO, ENTERED INTO ACCORDING TO ARTICLE L.
225-42-1 OF THE FRENCH COMMERCIAL CODE WITH
RESPECT TO THE PENSION BENEFITS.
O16 AUTHORIZATION TO BE GIVEN TO THE BOARD OF Management For For
DIRECTORS TO ALLOW THE COMPANY TO PURCHASE AND
SELL ITS OWN SHARES.
E17 AUTHORIZATION TO BE GIVEN TO THE BOARD OF Management For For
DIRECTORS TO REDUCE THE SHARE CAPITAL OF THE
COMPANY BY CANCELLATION OF THE TREASURY SHARES.
E18 DELEGATION OF AUTHORITY TO BE GIVEN TO THE Management For For
BOARD OF DIRECTORS TO PROCEED WITH THE ISSUE
WITHOUT CANCELLATION OF PREFERENTIAL
SUBSCRIPTION RIGHTS OF ORDINARY SHARES AND OF
SECURITIES CONFERRING AN IMMEDIATE OR FUTURE
RIGHT TO THE SHARE CAPITAL OF THE COMPANY OR
OF ITS AFFILIATES.
E19 DELEGATION OF AUTHORITY TO BE GIVEN TO THE Management For For
BOARD OF DIRECTORS TO PROCEED WITH THE ISSUE
WITH CANCELLATION OF PREFERENTIAL SUBSCRIPTION
RIGHTS, OF (I) ORDINARY SHARES AND ANY
SECURITIES CONFERRING AN IMMEDIATE OR FUTURE
RIGHT TO THE SHARE CAPITAL OF THE COMPANY OR
OF ITS AFFILIATES, OR OF (II) COMPANY ORDINARY
SHARES WHICH CONFERS A RIGHT TO THE ISSUANCE
OF SECURITIES TO BE ISSUED BY SUBSIDIARIES,
INCLUDING FOR THE PURPOSES OF REMUNERATING
SECURITIES THAT ARE TENDERED IN CONNECTION
WITH AN EXCHANGE OFFER.
E20 DELEGATION OF AUTHORITY TO BE GIVEN TO THE Management For For
BOARD OF DIRECTORS TO CARRY OUT A SHARE
CAPITAL INCREASE TO REMUNERATE CONTRIBUTIONS
IN KIND OF CAPITAL STOCK OR MARKETABLE
SECURITIES GIVING ACCESS TO THE CAPITAL OF
THIRD-PARTY COMPANIES.
E21 AGGREGATE LIMIT TO THE AMOUNT OF ISSUANCES Management For For
CARRIED OUT BY VIRTUE OF THE 18TH, 19TH, AND
20TH RESOLUTIONS.
E22 DELEGATION OF AUTHORITY TO BE GIVEN TO THE Management For For
BOARD OF DIRECTORS TO INCREASE THE SHARE
CAPITAL OF THE COMPANY BY INCORPORATION OF
RESERVES, PROFITS OR PREMIUMS.
E23 DELEGATION OF AUTHORITY TO BE GIVEN TO THE Management For For
BOARD OF DIRECTORS TO DECIDE ON THE DISPOSAL
OR INCREASE OF SHARE CAPITAL BY THE ISSUANCE
OF SHARES RESERVED TO THE PARTICIPANTS IN A
COMPANY SAVINGS PLAN.
E24 POWERS. Management For For
E25 AMENDMENTS OR NEW RESOLUTIONS PROPOSED AT THE Management For For
MEETING. (IF YOU CAST YOUR VOTE IN FAVOR OF
RESOLUTION 25, YOU ARE GIVING DISCRETION TO
THE CHAIRMAN OF THE MEETING TO VOTE FOR OR
AGAINST ANY AMENDMENTS OR NEW RESOLUTIONS THAT
MAY BE PROPOSED).
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 129
The Gabelli Asset Fund
CHEMED CORPORATION
SECURITY 16359R103 MEETING TYPE Contested-Annual
TICKER SYMBOL CHE MEETING DATE 29-May-2009
ISIN US16359R1032 AGENDA 933070017 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1 DIRECTOR Management
1 KEVIN J. MCNAMARA For For
2 JOEL F. GEMUNDER For For
3 PATRICK P. GRACE For For
4 THOMAS C. HUTTON For For
5 WALTER L. KREBS For For
6 ANDREA R. LINDELL For For
7 ERNEST J. MROZEK For For
8 THOMAS P. RICE For For
9 DONALD E. SAUNDERS For For
10 GEORGE J. WALSH III For For
11 FRANK E. WOOD For For
2 RATIFICATION OF AUDIT COMMITTEE'S SELECTION OF Management For For
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
ACCOUNTANTS FOR 2009.
CONSTELLATION ENERGY GROUP, INC.
SECURITY 210371100 MEETING TYPE Annual
TICKER SYMBOL CEG MEETING DATE 29-May-2009
ISIN US2103711006 AGENDA 933073342 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1A ELECTION OF DIRECTOR : YVES C. DE BALMANN Management For For
1B ELECTION OF DIRECTOR : ANN C. BERZIN Management For For
1C ELECTION OF DIRECTOR : JAMES T. BRADY Management For For
1D ELECTION OF DIRECTOR : JAMES R. CURTISS Management For For
1E ELECTION OF DIRECTOR : FREEMAN A. HRABOWSKI, Management For For
III
1F ELECTION OF DIRECTOR : NANCY LAMPTON Management For For
1G ELECTION OF DIRECTOR : ROBERT J. LAWLESS Management For For
1H ELECTION OF DIRECTOR : LYNN M. MARTIN Management For For
1I ELECTION OF DIRECTOR : MAYO A. SHATTUCK III Management For For
1J ELECTION OF DIRECTOR : JOHN L. SKOLDS Management For For
1K ELECTION OF DIRECTOR : MICHAEL D. SULLIVAN Management For For
02 RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR 2009.
UNITEDHEALTH GROUP INCORPORATED
SECURITY 91324P102 MEETING TYPE Annual
TICKER SYMBOL UNH MEETING DATE 02-Jun-2009
ISIN US91324P1021 AGENDA 933031762 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1A ELECTION OF DIRECTOR: WILLIAM C. BALLARD, JR. Management For For
1B ELECTION OF DIRECTOR: RICHARD T. BURKE Management For For
1C ELECTION OF DIRECTOR: ROBERT J. DARRETTA Management For For
1D ELECTION OF DIRECTOR: STEPHEN J. HEMSLEY Management For For
1E ELECTION OF DIRECTOR: MICHELE J. HOOPER Management For For
1F ELECTION OF DIRECTOR: DOUGLAS W. LEATHERDALE Management For For
1G ELECTION OF DIRECTOR: GLENN M. RENWICK Management For For
1H ELECTION OF DIRECTOR: KENNETH I. SHINE, M.D. Management For For
1I ELECTION OF DIRECTOR: GAIL R. WILENSKY, PH.D. Management For For
02 RATIFICATION OF THE APPOINTMENT OF DELOITTE & Management For For
TOUCHE LLP AS THE INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2009.
03 SHAREHOLDER PROPOSAL CONCERNING ADVISORY VOTE Shareholder Against For
ON EXECUTIVE COMPENSATION.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 130
The Gabelli Asset Fund
THE DIRECTV GROUP, INC.
SECURITY 25459L106 MEETING TYPE Annual
TICKER SYMBOL DTV MEETING DATE 02-Jun-2009
ISIN US25459L1061 AGENDA 933062123 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 CHASE CAREY For For
2 MARK CARLETON For For
3 PETER LUND For For
4 HAIM SABAN For For
02 RATIFICATION OF APPOINTMENT OF INDEPENDENT Management For For
PUBLIC ACCOUNTANTS.
03 ADOPTION OF PRINCIPLES FOR HEALTHCARE REFORM. Shareholder Against For
04 ADOPTION OF THE DECLASSIFICATION OF THE BOARD Shareholder Against For
OF DIRECTORS.
TIME WARNER CABLE INC
SECURITY 88732J207 MEETING TYPE Annual
TICKER SYMBOL TWC MEETING DATE 03-Jun-2009
ISIN US88732J2078 AGENDA 933058415 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1A ELECTION OF DIRECTOR: CAROLE BLACK Management For For
1B ELECTION OF DIRECTOR: GLENN A. BRITT Management For For
1C ELECTION OF DIRECTOR: THOMAS H. CASTRO Management For For
1D ELECTION OF DIRECTOR: DAVID C. CHANG Management For For
1E ELECTION OF DIRECTOR: JAMES E. COPELAND, JR. Management For For
1F ELECTION OF DIRECTOR: PETER R. HAJE Management For For
1G ELECTION OF DIRECTOR: DONNA A. JAMES Management For For
1H ELECTION OF DIRECTOR: DON LOGAN Management For For
1I ELECTION OF DIRECTOR: N.J. NICHOLAS, JR. Management For For
1J ELECTION OF DIRECTOR: WAYNE H. PACE Management For For
1K ELECTION OF DIRECTOR: EDWARD D. SHIRLEY Management For For
1L ELECTION OF DIRECTOR: JOHN E. SUNUNU Management For For
2 RATIFICATION OF AUDITORS Management For For
MET-PRO CORPORATION
SECURITY 590876306 MEETING TYPE Annual
TICKER SYMBOL MPR MEETING DATE 03-Jun-2009
ISIN US5908763064 AGENDA 933058580 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 GEORGE H. GLATFELTER II For For
2 GARY J. MORGAN For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF MARGOLIS Management For For
& COMPANY P.C. AS INDEPENDENT REGISTERED
PUBLIC ACCOUNTANTS
DEVON ENERGY CORPORATION
SECURITY 25179M103 MEETING TYPE Annual
TICKER SYMBOL DVN MEETING DATE 03-Jun-2009
ISIN US25179M1036 AGENDA 933059417 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 ROBERT L. HOWARD For For
2 MICHAEL M. KANOVSKY For For
3 J. TODD MITCHELL For For
4 J. LARRY NICHOLS For For
02 RATIFY THE APPOINTMENT OF ROBERT A. MOSBACHER, Management For For
JR. AS A DIRECTOR.
03 RATIFY THE APPOINTMENT OF THE COMPANY'S Management For For
INDEPENDENT AUDITORS FOR 2009.
04 ADOPTION OF THE DEVON ENERGY CORPORATION 2009 Management For For
LONG-TERM INCENTIVE PLAN.
05 ADOPT DIRECTOR ELECTION MAJORITY VOTE STANDARD. Shareholder Against For
INGERSOLL-RAND COMPANY LIMITED
SECURITY G4776G101 MEETING TYPE Annual
TICKER SYMBOL IR MEETING DATE 03-Jun-2009
ISIN BMG4776G1015 AGENDA 933067375 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1A ELECTION OF DIRECTOR: A.C. BERZIN Management For For
1B ELECTION OF DIRECTOR: J.L. COHON Management For For
1C ELECTION OF DIRECTOR: G.D. FORSEE Management For For
1D ELECTION OF DIRECTOR: P.C. GODSOE Management For For
1E ELECTION OF DIRECTOR: E.E. HAGENLOCKER Management For For
1F ELECTION OF DIRECTOR: H.L. HENKEL Management For For
1G ELECTION OF DIRECTOR: C.J. HORNER Management For For
1H ELECTION OF DIRECTOR: T.E. MARTIN Management For For
1I ELECTION OF DIRECTOR: P. NACHTIGAL Management For For
1J ELECTION OF DIRECTOR: O.R. SMITH Management For For
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 131
The Gabelli Asset Fund
1K ELECTION OF DIRECTOR: R.J. SWIFT Management For For
1L ELECTION OF DIRECTOR: T.L. WHITE Management For For
02 APPROVAL OF AN ADVISORY PROPOSAL RELATING TO Management For For
COMPANY'S EXECUTIVE PAY-FOR-PERFORMANCE
COMPENSATION POLICIES AND PROCEDURES.
03 APPROVAL OF THE AMENDED AND RESTATED INCENTIVE Management Against Against
STOCK PLAN OF 2007.
04 APPOINTMENT OF INDEPENDENT AUDITORS AND Management For For
AUTHORIZATION OF BOARD OF DIRECTORS TO FIX THE
AUDITORS' REMUNERATION.
BIOGEN IDEC INC.
SECURITY 09062X103 MEETING TYPE Contested-Annual
TICKER SYMBOL BIIB MEETING DATE 03-Jun-2009
ISIN US09062X1037 AGENDA 933075396 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 LAWRENCE C. BEST For For
2 ALAN B. GLASSBERG For For
3 ROBERT W. PANGIA For For
4 WILLIAM D. YOUNG For For
02 TO RATIFY THE SELECTION OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR ENDING DECEMBER 31, 2009.
03 TO APPROVE AMENDMENTS TO THE COMPANY'S BYLAWS Management For For
TO CHANGE THE VOTING STANDARD FOR THE ELECTION
OF DIRECTORS IN UNCONTESTED ELECTIONS FROM A
PLURALITY STANDARD TO A MAJORITY STANDARD. THE
BOARD OF DIRECTORS RECOMMENDS A VOTE "AGAINST"
PROPOSALS 4 AND 5.
04 SHAREHOLDER PROPOSAL TO AMEND THE COMPANY'S Shareholder Against For
BYLAWS TO FIX THE SIZE OF THE BOARD AT 13
MEMBERS AND REMOVE THE BOARD'S ABILITY TO
CHANGE THE SIZE OF THE BOARD.
05 SHAREHOLDER PROPOSAL THAT THE COMPANY Shareholder Against For
REINCORPORATE FROM DELAWARE TO NORTH DAKOTA
AND ELECT TO BE SUBJECT TO THE NORTH DAKOTA
PUBLICLY TRADED CORPORATIONS ACT.
BIOGEN IDEC INC.
SECURITY 09062X103 MEETING TYPE Contested-Annual
TICKER SYMBOL BIIB MEETING DATE 03-Jun-2009
ISIN US09062X1037 AGENDA 933075396 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 LAWRENCE C. BEST For For
2 ALAN B. GLASSBERG For For
3 ROBERT W. PANGIA For For
4 WILLIAM D. YOUNG For For
02 TO RATIFY THE SELECTION OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR ENDING DECEMBER 31, 2009.
03 TO APPROVE AMENDMENTS TO THE COMPANY'S BYLAWS Management For For
TO CHANGE THE VOTING STANDARD FOR THE ELECTION
OF DIRECTORS IN UNCONTESTED ELECTIONS FROM A
PLURALITY STANDARD TO A MAJORITY STANDARD. THE
BOARD OF DIRECTORS RECOMMENDS A VOTE "AGAINST"
PROPOSALS 4 AND 5.
04 SHAREHOLDER PROPOSAL TO AMEND THE COMPANY'S Shareholder Against For
BYLAWS TO FIX THE SIZE OF THE BOARD AT 13
MEMBERS AND REMOVE THE BOARD'S ABILITY TO
CHANGE THE SIZE OF THE BOARD.
05 SHAREHOLDER PROPOSAL THAT THE COMPANY Shareholder Against For
REINCORPORATE FROM DELAWARE TO NORTH DAKOTA
AND ELECT TO BE SUBJECT TO THE NORTH DAKOTA
PUBLICLY TRADED CORPORATIONS ACT.
INGERSOLL-RAND COMPANY LIMITED
SECURITY G4776G101 MEETING TYPE Special
TICKER SYMBOL IR MEETING DATE 03-Jun-2009
ISIN BMG4776G1015 AGENDA 933076588 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 APPROVAL OF THE SCHEME OF ARRANGEMENT ATTACHED Management For For
TO THE ACCOMPANYING PROXY STATEMENT AS ANNEX A.
02 IF THE SCHEME OF ARRANGEMENT IS APPROVED, Management For For
APPROVAL OF THE CREATION OF DISTRIBUTABLE
RESERVES OF INGERSOLL-RAND PLC THAT WAS
PREVIOUSLY APPROVED BY INGERSOLL-RAND COMPANY
LIMITED AND THE OTHER CURRENT SHAREHOLDERS OF
INGERSOLL-RAND PLC (AS DESCRIBED IN THE PROXY
STATEMENT).
03 APPROVAL OF THE MOTION TO ADJOURN THE MEETING Management For For
TO A LATER DATE TO SOLICIT ADDITIONAL PROXIES
IF THERE ARE INSUFFICIENT PROXIES TO APPROVE
THE SCHEME OF ARRANGEMENT AT THE TIME OF THE
MEETING.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 132
The Gabelli Asset Fund
SL INDUSTRIES, INC.
SECURITY 784413106 MEETING TYPE Annual
TICKER SYMBOL SLI MEETING DATE 03-Jun-2009
ISIN US7844131067 AGENDA 933082769 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 GLEN M. KASSAN For For
2 J. DWANE BAUMGARDNER For For
3 JAMES R. HENDERSON For For
4 JOHN H. MCNAMARA, JR. For For
5 MARK E. SCHWARZ For For
6 AVRUM GRAY For For
7 JAMES A. RISHER For For
02 RATIFICATION OF THE APPOINTMENT OF GRANT Management For For
THORNTON LLP AS THE INDEPENDENT PUBLIC
ACCOUNTANTS OF THE COMPANY FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2009.
WEBMEDIABRANDS INC
SECURITY 94770W100 MEETING TYPE Annual
TICKER SYMBOL WEBM MEETING DATE 03-Jun-2009
ISIN US94770W1009 AGENDA 933082795 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 ALAN M. MECKLER For For
2 MICHAEL J. DAVIES For For
3 GILBERT F. BACH For For
4 WILLIAM A. SHUTZER For For
5 JOHN R. PATRICK For For
02 APPROVAL OF GRANT THORTON LLP, INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM, AS OUR
INDEPENDENT AUDITORS FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2009.
PRICELINE.COM INCORPORATED
SECURITY 741503403 MEETING TYPE Annual
TICKER SYMBOL PCLN MEETING DATE 03-Jun-2009
ISIN US7415034039 AGENDA 933083709 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1 DIRECTOR Management
1 JEFFERY H. BOYD For For
2 RALPH M. BAHNA For For
3 HOWARD W. BARKER, JR. For For
4 JAN L. DOCTER For For
5 JEFFREY E. EPSTEIN For For
6 JAMES M. GUYETTE For For
7 NANCY B. PERETSMAN For For
8 CRAIG W. RYDIN For For
2 TO RATIFY THE SELECTION OF DELOITTE & TOUCHE Management For For
LLP AS INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM OF THE COMPANY FOR OUR FISCAL
YEAR ENDING DECEMBER 31, 2009.
3 TO AMEND THE COMPANY'S CERTIFICATE OF Management For For
INCORPORATION TO PROVIDE FOR THE RIGHT OF
STOCKHOLDERS REPRESENTING AT LEAST 25% OF THE
COMPANY'S OUTSTANDING SHARES OF COMMON STOCK
TO CALL SPECIAL STOCKHOLDER MEETINGS.
4 TO CONSIDER AND VOTE UPON A STOCKHOLDER Shareholder Against For
PROPOSAL CONCERNING SPECIAL STOCKHOLDER
MEETINGS.
TENARIS, S.A.
SECURITY 88031M109 MEETING TYPE Annual
TICKER SYMBOL TS MEETING DATE 03-Jun-2009
ISIN US88031M1099 AGENDA 933086185 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 CONSIDERATION OF THE BOARD OF DIRECTORS' AND Management For For
INDEPENDENT AUDITORS' REPORTS ON THE
CONSOLIDATED FINANCIAL STATEMENTS, ALL AS MORE
FULLY DESCRIBED IN THE PROXY STATEMENT.
02 CONSIDERATION OF THE BOARD OF DIRECTORS' AND Management For For
INDEPENDENT AUDITORS' REPORTS ON THE COMPANY'S
ANNUAL ACCOUNTS.
03 ALLOCATION OF RESULTS AND APPROVAL OF DIVIDEND Management For For
PAYMENT.
04 DISCHARGE TO THE MEMBERS OF THE BOARD OF Management For For
DIRECTORS FOR THE EXERCISE OF THEIR MANDATE.
05 ELECTION OF THE MEMBERS OF THE BOARD OF Management For For
DIRECTORS.
06 COMPENSATION OF THE MEMBERS OF THE BOARD OF Management For For
DIRECTORS.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 133
The Gabelli Asset Fund
07 APPOINTMENT OF THE INDEPENDENT AUDITORS FOR Management For For
THE FISCAL YEAR ENDING DECEMBER 31, 2009 AND
APPROVAL OF THEIR FEES.
08 AUTHORISATION TO THE BOARD AND THE BOARD OF Management For For
DIRECTORS OR OTHER GOVERNING BODIES OF THE
SUBSIDIARIES TO ACQUIRE COMPANY SHARES.
09 AUTHORISATION TO THE BOARD OF DIRECTORS TO Management For For
CAUSE THE DISTRIBUTION OF ALL SHAREHOLDER
COMMUNICATIONS, INCLUDING ITS SHAREHOLDER
MEETING AND PROXY MATERIALS AND ANNUAL REPORTS
TO SHAREHOLDERS, BY SUCH ELECTRONIC MEANS AS
IS PERMITTED BY ANY APPLICABLE LAWS OR
REGULATIONS.
SINCLAIR BROADCAST GROUP, INC.
SECURITY 829226109 MEETING TYPE Annual
TICKER SYMBOL SBGI MEETING DATE 04-Jun-2009
ISIN US8292261091 AGENDA 933055445 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1 DIRECTOR Management
1 DAVID D. SMITH For For
2 FREDERICK G. SMITH For For
3 J. DUNCAN SMITH For For
4 ROBERT E. SMITH For For
5 DANIEL C. KEITH For For
6 MARTIN R. LEADER For For
7 LAWRENCE E. MCCANNA For For
8 BASIL A. THOMAS For For
2 RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS, LLP AS THE INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR
ENDING DECEMBER 31, 2009.
VIACOM INC.
SECURITY 92553P102 MEETING TYPE Annual
TICKER SYMBOL VIA MEETING DATE 04-Jun-2009
ISIN US92553P1021 AGENDA 933064317 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 GEORGE S. ABRAMS For For
2 PHILIPPE P. DAUMAN For For
3 THOMAS E. DOOLEY For For
4 ALAN C. GREENBERG For For
5 ROBERT K. KRAFT For For
6 BLYTHE J. MCGARVIE For For
7 CHARLES E. PHILLIPS,JR. For For
8 SHARI REDSTONE For For
9 SUMNER M. REDSTONE For For
10 FREDERIC V. SALERNO For For
11 WILLIAM SCHWARTZ For For
02 RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP TO SERVE AS
INDEPENDENT AUDITOR FOR VIACOM INC. FOR 2009.
TW TELECOM INC.
SECURITY 87311L104 MEETING TYPE Annual
TICKER SYMBOL TWTC MEETING DATE 04-Jun-2009
ISIN US87311L1044 AGENDA 933067109 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 GREGORY J. ATTORRI For For
2 SPENCER B. HAYS For For
3 LARISSA L. HERDA For For
4 KEVIN W. MOONEY For For
5 KIRBY G. PICKLE For For
6 ROSCOE C. YOUNG, II For For
02 RATIFICATION OF APPOINTMENT OF ERNST & YOUNG Management For For
LLP TO SERVE AS OUR INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR 2009.
03 APPROVE THE AMENDED AND RESTATED 2000 EMPLOYEE Management Against Against
STOCK PLAN.
04 APPROVE THE RIGHTS PLAN ADOPTED BY THE BOARD Management Against Against
OF DIRECTORS ON JANUARY 20, 2009.
05 A STOCKHOLDER PROPOSAL REGARDING AN ADVISORY Shareholder Against For
VOTE ON EXECUTIVE COMPENSATION.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 134
The Gabelli Asset Fund
WAL-MART STORES, INC.
SECURITY 931142103 MEETING TYPE Annual
TICKER SYMBOL WMT MEETING DATE 05-Jun-2009
ISIN US9311421039 AGENDA 933057754 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1A ELECTION OF DIRECTOR: AIDA M. ALVAREZ Management For For
1B ELECTION OF DIRECTOR: JAMES W. BREYER Management For For
1C ELECTION OF DIRECTOR: M. MICHELE BURNS Management For For
1D ELECTION OF DIRECTOR: JAMES I. CASH, JR. Management For For
1E ELECTION OF DIRECTOR: ROGER C. CORBETT Management For For
1F ELECTION OF DIRECTOR: DOUGLAS N. DAFT Management For For
1G ELECTION OF DIRECTOR: MICHAEL T. DUKE Management For For
1H ELECTION OF DIRECTOR: GREGORY B. PENNER Management For For
1I ELECTION OF DIRECTOR: ALLEN I. QUESTROM Management For For
1J ELECTION OF DIRECTOR: H. LEE SCOTT, JR. Management For For
1K ELECTION OF DIRECTOR: ARNE M. SORENSON Management For For
1L ELECTION OF DIRECTOR: JIM C. WALTON Management For For
1M ELECTION OF DIRECTOR: S. ROBSON WALTON Management For For
1N ELECTION OF DIRECTOR: CHRISTOPHER J. WILLIAMS Management For For
1O ELECTION OF DIRECTOR: LINDA S. WOLF Management For For
02 RATIFICATION OF ERNST & YOUNG LLP AS Management For For
INDEPENDENT ACCOUNTANTS
03 GENDER IDENTITY NON-DISCRIMINATION POLICY Shareholder Against For
04 PAY FOR SUPERIOR PERFORMANCE Shareholder Against For
05 ADVISORY VOTE ON EXECUTIVE COMPENSATION Shareholder Against For
06 POLITICAL CONTRIBUTIONS Shareholder Against For
07 SPECIAL SHAREOWNER MEETINGS Shareholder Against For
08 INCENTIVE COMPENSATION TO BE STOCK OPTIONS Shareholder Against For
ORIENT-EXPRESS HOTELS LTD.
SECURITY G67743107 MEETING TYPE Annual
TICKER SYMBOL OEH MEETING DATE 05-Jun-2009
ISIN BMG677431071 AGENDA 933059669 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1 DIRECTOR Management
1 JOHN D. CAMPBELL For For
2 MITCHELL C. HOCHBERG For For
3 JAMES B. HURLOCK For For
4 PRUDENCE M. LEITH For For
5 J. ROBERT LOVEJOY For For
6 GEORG R. RAFAEL For For
7 JAMES B. SHERWOOD For For
8 PAUL M. WHITE For For
2 APPROVAL OF THE COMPANY'S 2009 SHARE AWARD AND Management For For
INCENTIVE PLAN
3 APPOINTMENT OF DELOITTE LLP AS THE COMPANY'S Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM,
AND AUTHORIZATION OF THE AUDIT COMMITTEE TO
FIX THE ACCOUNTING FIRM'S REMUNERATION
FLOWERS FOODS, INC.
SECURITY 343498101 MEETING TYPE Annual
TICKER SYMBOL FLO MEETING DATE 05-Jun-2009
ISIN US3434981011 AGENDA 933067147 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 JOE E. BEVERLY For For
2 AMOS R. MCMULLIAN For For
3 J.V. SHIELDS, JR. For For
02 TO APPROVE THE 2001 EQUITY AND PERFORMANCE Management Against Against
INCENTIVE PLAN, AS AMENDED AND RESTATED AS OF
APRIL 1, 2009.
03 TO APPROVE THE ANNUAL EXECUTIVE BONUS PLAN. Management For For
04 TO RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR FLOWERS
FOODS, INC. FOR THE 2009 FISCAL YEAR.
MASTERCARD INCORPORATED
SECURITY 57636Q104 MEETING TYPE Annual
TICKER SYMBOL MA MEETING DATE 09-Jun-2009
ISIN US57636Q1040 AGENDA 933069862 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 RICHARD HAYTHORNTHWAITE For For
2 DAVID R. CARLUCCI For For
3 ROBERT W. SELANDER For For
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 135
The Gabelli Asset Fund
02 APPROVAL OF AMENDMENT OF SECTIONS 6.1(A) AND Management For For
6.4(B) OF THE COMPANY'S AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
03 RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
COMPANY FOR 2009
CBS CORPORATION
SECURITY 124857103 MEETING TYPE Annual
TICKER SYMBOL CBSA MEETING DATE 09-Jun-2009
ISIN US1248571036 AGENDA 933071285 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 DAVID R. ANDELMAN For For
2 JOSEPH A. CALIFANO, JR. For For
3 WILLIAM S. COHEN For For
4 GARY L. COUNTRYMAN For For
5 CHARLES K. GIFFORD For For
6 LEONARD GOLDBERG For For
7 BRUCE S. GORDON For For
8 LINDA M. GRIEGO For For
9 ARNOLD KOPELSON For For
10 LESLIE MOONVES For For
11 DOUG MORRIS For For
12 SHARI REDSTONE For For
13 SUMNER M. REDSTONE For For
14 FREDERIC V. SALERNO For For
02 RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP TO SERVE AS THE
COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR FISCAL YEAR 2009.
03 A PROPOSAL TO APPROVE THE COMPANY'S 2009 LONG- Management For For
TERM INCENTIVE PLAN.
04 A PROPOSAL TO APPROVE AMENDMENTS TO THE Management For For
COMPANY'S 2000 STOCK OPTION PLAN FOR OUTSIDE
DIRECTORS.
05 A PROPOSAL TO APPROVE AMENDMENTS TO THE Management For For
COMPANY'S 2005 RSU PLAN FOR OUTSIDE DIRECTORS.
06 A STOCKHOLDER PROPOSAL. Shareholder Against For
CHINA MENGNIU DAIRY CO LTD
SECURITY G21096105 MEETING TYPE Annual General Meeting
TICKER SYMBOL EZQ.DE MEETING DATE 10-Jun-2009
ISIN KYG210961051 AGENDA 701933827 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO Non-Voting
VOTE "IN FAVOR" OR "AGAINST" FO-R ALL
RESOLUTIONS. THANK YOU.
1. Receive and approve the audited financial Management For For
statements and the reports of the Directors
and the Auditors for the YE 31 DEC 2008
2.a Re-elect Mr. Yang Wenjun as a Director and Management For For
authorize the Board of Directors of the
Company to fix his remuneration
2.b Re-elect Mr. Yao Tongshan as a Director and Management For For
authorize the Board of Directors of the
Company to fix his remuneration
2.c Re-elect Mr. Bai Ying as a Director and Management For For
authorize the Board of Directors of the
Company to fix his remuneration
2.d Re-elect Mr. Julian Juul Wolhardt as a Management For For
Director and authorize the Board of Directors
of the Company to fix his remuneration
2.e Re-elect Mr. Zhang Julin as a Director and Management For For
authorize the Board of Directors of the
Company to fix his remuneration
2.f Re-elect Mr. Liu Fuchun as a Director and Management For For
authorize the Board of Directors of the
Company to fix his remuneration
2.g Re-elect Mr. Zhang Xiaoya as a Director and Management For For
authorize the Board of Directors of the
Company to fix his remuneration
3. Re-appoint Ernst and Young as the Auditors of Management For For
the Company and authorize the Board of
Directors of the Company to fix their
remuneration
4. Authorize the Directors of the Company during Management For For
the relevant period to repurchase shares of
HKD 0.10 each in the capital of the Company
[Shares] on The Stock Exchange of Hong Kong
Limited [the Stock Exchange] or on any other
stock exchange on which the securities of the
Company may be listed and recognized by the
Securities and Futures Commission of Hong Kong
and the Stock Exchange for this purpose,
subject to and in accordance with applicable
laws and the requirements of the Rules
Governing the Listing of Securities on the
Stock Exchange or of any other stock exchange
as amended from time to time; shall not exceed
10% of the aggregate nominal amount of the
share capital of the Company in issue at the
date of passing this Resolution 4 as
specified; and [Authority expires at the
earlier of the conclusion of the next AGM of
the Company or the expiration of the period
within which the next AGM of the Company is
required by its Articles of Association or by
any applicable Laws to be held]
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 136
The Gabelli Asset Fund
5. Authorize the Directors to allot, issue and Management For For
deal with additional shares and to make or
grant offers, agreements, options and warrants
which might require the exercise of such
power, during and after the relevant period,
shall not exceed of 20% of the aggregate
nominal amount of the share capital of the
Company in issue at the date of passing this
Resolution 5, otherwise than pursuant to, i] a
rights issue [as specified], ii] any option
scheme or similar arrangement for the time
being adopted for the grant or issue to
officers and/or employees of the Company
and/or any of its subsidiaries of shares or
rights to acquire shares or iii] any
scrip dividend or similar arrangement
providing for the allotment of shares in lieu
of the whole or part of a dividend on shares
in accordance with the Articles of Association
of the Company; [Authority expires at the
earlier of the conclusion of the next AGM of
the Company or the expiration of the period
within which the next AGM of the Company is
required by its Articles of Association or by
any applicable Law[s] to be held]
6. Approve, subject to the passing of Resolutions Management For For
4 and 5, to extend the general mandate
referred to in Resolution 5, by the addition
to the aggregate nominal amount of the share
capital of the Company which may be allotted
or agreed to be allotted by the Directors of
the Company pursuant to such general mandate
an amount representing the aggregate nominal
amount of shares repurchased by the Company
pursuant to the general mandate referred to in
Resolution 4 above provided that such amount
shall not exceed 10% of the existing issued
share capital of the Company at the date of
passing this Resolution
7. Approve, subject to and conditional upon the Management For For
Listing Committee of the Stock Exchange of
Hong Kong Limited granting, for the listing
of, and permission to deal in, the shares in
the share capital of the Company to be issued
pursuant to the exercise of options which may
be granted under the Share Option Mandate
Limit [as specified below], the refreshment of
the limit in respect of the granting of share
options under the Share Option Scheme of the
Company adopted on 28 JUN 2005 [the "Share
Option Scheme"] and all other share option
scheme up to 10% of the number of shares in
issue at the date of the passing of this
resolution [the "Share Option Mandate Limit"];
authorize any Director of the Company to do
all such acts and execute all such documents
to effect the Share Option Mandate Limit; and
authorize the Directors of the Company,
subject to compliance with the Rules Governing
the Listing of Securities on the Stock
Exchange of Hong Kong Limited, to grant
options under the Share Option Scheme up to
the Share Option Mandate Limit and to exercise
all powers of the Company to allot, issue and
deal with shares of the Company pursuant to
the exercise of such options
CATERPILLAR INC.
SECURITY 149123101 MEETING TYPE Annual
TICKER SYMBOL CAT MEETING DATE 10-Jun-2009
ISIN US1491231015 AGENDA 933068860 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 DANIEL M. DICKINSON For For
2 DAVID R. GOODE For For
3 JAMES W. OWENS For For
4 CHARLES D. POWELL For For
5 JOSHUA I. SMITH For For
02 RATIFY AUDITORS Management For For
03 STOCKHOLDER PROPOSAL - ANNUAL ELECTION OF Shareholder Against For
DIRECTORS
04 STOCKHOLDER PROPOSAL - DIRECTOR ELECTION Shareholder Against For
MAJORITY VOTE STANDARD
05 STOCKHOLDER PROPOSAL - FOREIGN MILITARY SALES Shareholder Against For
06 STOCKHOLDER PROPOSAL - SIMPLE MAJORITY VOTE Shareholder Against For
07 STOCKHOLDER PROPOSAL - INDEPENDENT Shareholder Against For
COMPENSATION CONSULTANT
08 STOCKHOLDER PROPOSAL - INDEPENDENT CHAIRMAN OF Shareholder Against For
THE BOARD
09 STOCKHOLDER PROPOSAL - LOBBYING PRIORITIES Shareholder Against For
LAS VEGAS SANDS CORP.
SECURITY 517834107 MEETING TYPE Annual
TICKER SYMBOL LVS MEETING DATE 10-Jun-2009
ISIN US5178341070 AGENDA 933073633 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1 DIRECTOR Management
1 MICHAEL A. LEVEN For For
2 JASON N. ADER For For
3 JEFFREY H. SCHWARTZ For For
2 TO CONSIDER AND ACT UPON THE RATIFICATION OF Management For For
THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS
THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM.
3 TO CONSIDER AND ACT UPON A STOCKHOLDER Shareholder Against For
PROPOSAL REGARDING SUSTAINABILITY REPORT.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 137
The Gabelli Asset Fund
DREAMWORKS ANIMATION SKG, INC.
SECURITY 26153C103 MEETING TYPE Annual
TICKER SYMBOL DWA MEETING DATE 10-Jun-2009
ISIN US26153C1036 AGENDA 933073734 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1 DIRECTOR Management
1 JEFFREY KATZENBERG For For
2 ROGER A. ENRICO For For
3 LEWIS COLEMAN For For
4 HARRY BRITTENHAM For For
5 THOMAS FRESTON For For
6 JUDSON C. GREEN For For
7 MELLODY HOBSON For For
8 MICHAEL MONTGOMERY For For
9 NATHAN MYHRVOLD For For
10 RICHARD SHERMAN For For
2 PROPOSAL TO APPROVE THE AMENDED AND RESTATED Management Against Against
2008 OMNIBUS INCENTIVE COMPENSATION PLAN
3 PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & Management For For
YOUNG LLP AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR
ENDING DECEMBER 31, 2009
INTERVAL LEISURE GROUP INC
SECURITY 46113M108 MEETING TYPE Annual
TICKER SYMBOL IILG MEETING DATE 10-Jun-2009
ISIN US46113M1080 AGENDA 933074041 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1 DIRECTOR Management
1 CRAIG M. NASH For For
2 GREGORY R. BLATT For For
3 DAVID FLOWERS For For
4 GARY S. HOWARD For For
5 LEWIS J. KORMAN For For
6 THOMAS J. KUHN For For
7 THOMAS J. MCINERNEY For For
8 THOMAS P. MURPHY, JR. For For
9 AVY H. STEIN For For
2 TO RATIFY THE SELECTION OF ERNST & YOUNG LLP Management For For
AS THE INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR INTERVAL LEISURE GROUP FOR
THE FISCAL YEAR ENDING DECEMBER 31, 2009.
JAMES RIVER COAL COMPANY
SECURITY 470355207 MEETING TYPE Annual
TICKER SYMBOL JRCC MEETING DATE 10-Jun-2009
ISIN US4703552079 AGENDA 933080335 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 RONALD J. FLORJANCIC For For
2 JOSEPH H. VIPPERMAN For For
02 TO AMEND THE COMPANY'S 2004 EQUITY INCENTIVE Management For For
PLAN TO INCREASE THE NUMBER OF SHARES
AVAILABLE UNDER THE PLAN.
FREEPORT-MCMORAN COPPER & GOLD INC.
SECURITY 35671D857 MEETING TYPE Annual
TICKER SYMBOL FCX MEETING DATE 11-Jun-2009
ISIN US35671D8570 AGENDA 933071754 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1 DIRECTOR Management
1 RICHARD C. ADKERSON For For
2 ROBERT J. ALLISON, JR. For For
3 ROBERT A. DAY For For
4 GERALD J. FORD For For
5 H. DEVON GRAHAM, JR. For For
6 J. BENNETT JOHNSTON For For
7 CHARLES C. KRULAK For For
8 BOBBY LEE LACKEY For For
9 JON C. MADONNA For For
10 DUSTAN E. MCCOY For For
11 GABRIELLE K. MCDONALD For For
12 JAMES R. MOFFETT For For
13 B. M. RANKIN, JR. For For
14 J. STAPLETON ROY For For
15 STEPHEN H. SIEGELE For For
16 J. TAYLOR WHARTON For For
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 138
The Gabelli Asset Fund
2 RATIFICATION OF APPOINTMENT OF ERNST & YOUNG Management For For
LLP AS INDEPENDENT AUDITOR.
3 APPROVAL OF THE PROPOSED 2009 ANNUAL INCENTIVE Management For For
PLAN.
4 STOCKHOLDER PROPOSAL REGARDING THE SELECTION Shareholder Against For
OF A CANDIDATE WITH ENVIRONMENTAL EXPERTISE TO
BE RECOMMENDED FOR ELECTION TO THE COMPANY'S
BOARD OF DIRECTORS.
INDEPENDENT NEWS & MEDIA PLC
SECURITY G4755S126 MEETING TYPE Annual General Meeting
TICKER SYMBOL IMS.L MEETING DATE 12-Jun-2009
ISIN IE0004614818 AGENDA 701959528 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1. Adopt the report and financial statements Management For For
2.I Re-elect Mr. Donal J. Buggy Management For For
2.II Re-elect Ms. Leslie Buckley Management For For
2.III Re-elect Mr. Paul Connolly Management For For
2.IV Re-elect Ms. Lucy Gaffney Management For For
3. Approve to fix the remuneration of the Management For For
Directors
4. Authorize the Directors to fix remuneration of Management For For
the Auditors
5. Approve the re-nominalization of share capital Management For For
6. Approve the reduction in share capital and Management For For
amend the Articles following High Court
confirmation
7. Amend the Articles in relation to pre-emption Management For For
rights
8. Authorize the Directors to allot the Management For For
authorized share capital
9. Authorize the Directors to disapply Management For For
pre-emption rights
10. Grant authority to the purchase and reissue of Management For For
own shares
11. Authorize the Directors to continue to offer Management For For
scrip dividends to shareholders
12. Grant authority to the Electronic Management For For
Communication with shareholders
13. Amend the Articles of Association to Management For For
facilitate Electronic Communication by and to
the Company
14. Grant authority for the holding of general Management For For
meetings on 14 days notice
15. Approve a new Share Option Scheme Management For For
PLEASE NOTE THAT THIS IS A REVISION DUE TO Non-Voting
RECEIPT OF CONSERVATIVE CUT-OFF DAT-E. IF YOU
HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT
RETURN THIS PROXY FOR-M UNLESS YOU DECIDE TO
AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
ASCENT MEDIA CORPORATION
SECURITY 043632108 MEETING TYPE Annual
TICKER SYMBOL ASCMA MEETING DATE 12-Jun-2009
ISIN US0436321089 AGENDA 933073936 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 MICHAEL J. POHL For For
02 APPROVAL OF THE ASCENT MEDIA CORPORATION 2008 Management For For
INCENTIVE PLAN.
03 RATIFY SELECTION OF KPMG LLP AS OUR Management For For
INDEPENDENT AUDITORS FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2009.
COLDWATER CREEK INC.
SECURITY 193068103 MEETING TYPE Annual
TICKER SYMBOL CWTR MEETING DATE 13-Jun-2009
ISIN US1930681036 AGENDA 933075699 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1 DIRECTOR Management
1 DENNIS C. PENCE For For
2 ROBERT H. MCCALL For For
3 FRANK M. LESHER For For
2 TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE Management For For
LLP AS THE COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING JANUARY 30, 2010.
IAC/INTERACTIVECORP
SECURITY 44919P508 MEETING TYPE Annual
TICKER SYMBOL IACI MEETING DATE 15-Jun-2009
ISIN US44919P5089 AGENDA 933097621 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 EDGAR BRONFMAN, JR. For For
2 BARRY DILLER For For
3 VICTOR A. KAUFMAN For For
4 DONALD R. KEOUGH* For For
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 139
The Gabelli Asset Fund
5 BRYAN LOURD* For For
6 JOHN C. MALONE For For
7 ARTHUR C. MARTINEZ For For
8 DAVID ROSENBLATT For For
9 ALAN G. SPOON* For For
10 A. VON FURSTENBERG For For
11 MICHAEL P. ZEISSER For For
02 TO APPROVE THE MATCH EQUITY PROPOSAL. Management For For
03 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP Management For For
AS IAC'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE 2009 FISCAL YEAR.
LIBERTY GLOBAL, INC.
SECURITY 530555101 MEETING TYPE Annual
TICKER SYMBOL LBTYA MEETING DATE 17-Jun-2009
ISIN US5305551013 AGENDA 933076893 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 JOHN P. COLE, JR. For For
2 RICHARD R. GREEN For For
3 DAVID E. RAPLEY For For
02 RATIFICATION OF THE SELECTION OF KPMG LLP AS Management For For
THE COMPANY'S INDEPENDENT AUDITORS FOR THE
YEAR ENDING DECEMBER 31, 2009.
03 STOCKHOLDER PROPOSAL ON BOARD DIVERSITY. Shareholder Against For
CLEARWIRE CORPORATION
SECURITY 18538Q105 MEETING TYPE Annual
TICKER SYMBOL CLWR MEETING DATE 17-Jun-2009
ISIN US18538Q1058 AGENDA 933077770 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 CRAIG O. MCCAW For For
2 JOSE A. COLLAZO For For
3 KEITH O. COWAN For For
4 PETER L.S. CURRIE For For
5 STEVEN L. ELFMAN For For
6 DENNIS S. HERSCH For For
7 DANIEL R. HESSE For For
8 FRANK IANNA For For
9 SEAN MALONEY For For
10 BRIAN P. MCANDREWS For For
11 THEODORE H. SCHELL For For
12 JOHN W. STANTON For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF DELOITTE Management For For
& TOUCHE LLP AS CLEARWIRE CORPORATION'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR
THE FISCAL YEAR 2009.
CHURCHILL DOWNS INCORPORATED
SECURITY 171484108 MEETING TYPE Annual
TICKER SYMBOL CHDN MEETING DATE 18-Jun-2009
ISIN US1714841087 AGENDA 933069747 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 LEONARD S. COLEMAN, JR. For For
2 CRAIG J. DUCHOSSOIS For For
3 ROBERT L. EVANS For For
4 G. WATTS HUMPHREY, JR. For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF JAMES F. Management For For
MCDONALD AND R. ALEX RANKIN AS CLASS II
DIRECTORS, SERVING TERMS EXPIRING AT THE
COMPANY'S 2010 ANNUAL MEETING OF SHAREHOLDERS.
03 PROPOSAL TO RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP TO SERVE AS THE
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR CHURCHILL DOWNS INCORPORATED FOR THE YEAR
ENDING DECEMBER 31, 2009.
04 PROPOSAL TO APPROVE THE MATERIAL TERMS OF THE Management For For
PERFORMANCE GOALS AND MAXIMUM AWARDS PAYABLE
AS ESTABLISHED BY THE SPECIAL SUBCOMMITTEE OF
THE COMPENSATION COMMITTEE OF THE BOARD OF
DIRECTORS FOR THE PAYMENT OF COMPENSATION TO
ROBERT L. EVANS, WILLIAM C. CARSTANJEN,
WILLIAM E. MUDD AND STEVEN P. SEXTON, ALL AS
MORE FULLY DESCRIBED IN THE PROXY STATEMENT.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 140
The Gabelli Asset Fund
INVERNESS MEDICAL INNOVATIONS, INC.
SECURITY 46126P106 MEETING TYPE Annual
TICKER SYMBOL IMA MEETING DATE 18-Jun-2009
ISIN US46126P1066 AGENDA 933082024 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1 DIRECTOR Management
1 CAROL R. GOLDBERG For For
2 JAMES ROOSEVELT, JR. For For
3 RON ZWANZIGER For For
2 APPROVAL OF AN INCREASE TO THE NUMBER OF Management Against Against
SHARES OF COMMON STOCK AVAILABLE FOR ISSUANCE
UNDER THE INVERNESS MEDICAL INNOVATIONS, INC.
2001 STOCK OPTION AND INCENTIVE PLAN BY
1,000,000, FROM 11,074,081 TO 12,074,081.
3 APPROVAL OF AN INCREASE TO THE NUMBER OF Management For For
SHARES OF COMMON STOCK AVAILABLE FOR ISSUANCE
UNDER THE INVERNESS MEDICAL INNOVATIONS, INC.
2001 EMPLOYEE STOCK PURCHASE PLAN BY
1,000,000, FROM 1,000,000 TO 2,000,000.
4 RATIFICATION OF THE APPOINTMENT OF BDO Management For For
SEIDMAN, LLP AS OUR INDEPENDENT REGISTERED
PUBLIC ACCOUNTANTS FOR OUR FISCAL YEAR ENDING
DECEMBER 31, 2009.
FORTRESS INVESTMENT GROUP
SECURITY 34958B106 MEETING TYPE Annual
TICKER SYMBOL FIG MEETING DATE 18-Jun-2009
ISIN US34958B1061 AGENDA 933083064 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 ROBERT I. KAUFFMAN For For
2 MICHAEL E. NOVOGRATZ For For
3 TAKUMI SHIBATA For For
02 PROPOSAL TO APPROVE THE APPOINTMENT OF ERNST & Management For For
YOUNG LLP AS THE COMPANY'S INDEPENDENT
AUDITORS FOR THE FISCAL YEAR 2009.
COCA-COLA HBC S.A.
SECURITY 1912EP104 MEETING TYPE Annual
TICKER SYMBOL CCH MEETING DATE 18-Jun-2009
ISIN US1912EP1042 AGENDA 933111596 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 SUBMISSION OF THE MANAGEMENT REPORT BY THE Management For
BOARD AND OF THE AUDIT CERTIFICATE BY THE
COMPANY'S CHARTERED AUDITOR-ACCOUNTANT ON
COMPANY'S FINANCIAL STATEMENTS FOR FISCAL YEAR
31.12.2008.
02 SUBMISSION AND APPROVAL OF THE COMPANY'S Management For
ANNUAL FINANCIAL STATEMENTS FOR THE FISCAL
YEAR WHICH ENDED ON 31.12.2008.
03 RELEASE OF MEMBERS OF THE BOARD AND OF Management For
AUDITORS OF COMPANY FROM ANY LIABILITY FOR
THEIR ACTIVITY FOR FISCAL YEAR 31.12.2008.
04 APPROVAL OF REMUNERATION OF THE BOARD OF FOR Management For
THEIR PARTICIPATION IN THE MEETINGS OF THE
BOARD OF DIRECTORS AND FOR THEIR SERVICES TO
THE COMPANY FOR FISCAL 2008 AND PRE-APPROVAL
FOR FISCAL 2009.
05 ELECTION OF STATUTORY AUDITORS FOR THE FISCAL Management For
YEAR 2009 (1.1.2009-31.12.2009) AND
DETERMINATION OF THEIR FEES.
06 APPROVAL OF DISTRIBUTION OF PROFITS (DIVIDEND) Management For
FOR THE FISCAL YEAR 2008.
07 APPOINTMENT OF AUDIT COMMITTEE, IN ACCORDANCE Management For
WITH ARTICLE 37 OF LAW 3693/2008.
08 AMENDMENT OF THE TERMS OF AN EXISTING STOCK Management For
OPTION PLAN FOR EMPLOYEES OF THE COMPANY AND
ITS AFFILIATES, IN ACCORDANCE WITH ARTICLE 13
PARAGRAPH 13 OF CODIFIED LAW 2190/1920.
09 APPROVAL OF A STOCK OPTION PLAN FOR EMPLOYEES Management For
OF THE COMPANY AND ITS AFFILIATES, IN
ACCORDANCE WITH ARTICLE 13 PARAGRAPH 13 OF
CODIFIED LAW 2190/1920.
NTT DOCOMO,INC.
SECURITY J59399105 MEETING TYPE Annual General Meeting
TICKER SYMBOL NTDMF.PK MEETING DATE 19-Jun-2009
ISIN JP3165650007 AGENDA 701974746 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
Please reference meeting materials. Non-Voting
1. Approve Appropriation of Retained Earnings Management For For
2. Amend Articles to:Approve Minor Revisions Management For For
Related to Dematerialization of Shares and the
other Updated Laws and Regulations
3. Appoint a Corporate Auditor Management For For
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 141
The Gabelli Asset Fund
SONY CORPORATION
SECURITY 835699307 MEETING TYPE Annual
TICKER SYMBOL SNE MEETING DATE 19-Jun-2009
ISIN US8356993076 AGENDA 933103676 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 TO AMEND A PART OF THE ARTICLES OF Management For For
INCORPORATION.
02 DIRECTOR Management
1 HOWARD STRINGER For For
2 RYOJI CHUBACHI For For
3 NOBUYUKI ONEDA For For
4 YOTARO KOBAYASHI For For
5 SAKIE T. FUKUSHIMA For For
6 YOSHIHIKO MIYAUCHI For For
7 YOSHIAKI YAMAUCHI For For
8 PETER BONFIELD For For
9 FUEO SUMITA For For
10 FUJIO CHO For For
11 RYUJI YASUDA For For
12 YUKAKO UCHINAGA For For
13 MITSUAKI YAHAGI For For
14 TSUN-YAN HSIEH For For
15 ROLAND A. HERNANDEZ For For
03 TO ISSUE STOCK ACQUISITION RIGHTS FOR THE Management For For
PURPOSE OF GRANTING STOCK OPTIONS.
TELEFONICA S A
SECURITY E90183281 MEETING TYPE Annual General Meeting
TICKER SYMBOL TEF.BA MEETING DATE 22-Jun-2009
ISIN BRTEFCBDR014 AGENDA 701971512 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting
BENEFICIAL OWNER SIGNED POWER OF AT-TORNEY
(POA) IS REQUIRED IN ORDER TO LODGE AND
EXECUTE YOUR VOTING INSTRUCTION-S IN THIS
MARKET. ABSENCE OF A POA, MAY CAUSE YOUR
INSTRUCTIONS TO BE REJECTED-. IF YOU HAVE ANY
QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE
PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting
REACH QUORUM, THERE WILL BE A SE-COND CALL ON
23 JUN 2009. CONSEQUENTLY, YOUR VOTING
INSTRUCTIONS WILL REMAIN V-ALID FOR ALL CALLS
UNLESS THE AGENDA IS AMENDED. THANK YOU.
PLEASE NOTE THAT VOTES "IN FAVOR" AND Non-Voting
"AGAINST" IN THE SAME AGENDA ITEM ARE-NOT
ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR
AGAINST AND/ OR ABSTAIN AR-E ALLOWED. THANK YOU
I. Approve the individual annual accounts, the Management For For
consolidated financial statements [annual
consolidated accounts] and the Board of
Directors report of Telefonica S.A. as well as
its consolidated group of Companies, and the
proposal for the allocation of the profits of
Telefonica S.A and the term in the office of
its Board of Directors, in relation to the
2008 FY
II. Approve the payment to the shareholders Management For For
distribution of dividends based on the profits
reserves
III. Approve the Stock Option Plan for Telefonica Management For For
S.A. shares for Telefonica group employees
IV. Grant authority for the purchase of own Management For For
shares, directly or through the Companies of
the group
V. Approve to reduce the share capital through Management For For
the amortization of own shares, with the
exclusion of the creditors right of
opposition, giving new wording to the Article
of the Corporate bylaws relating to the share
capital
VI. Re-elect the accounts Auditor for the 2009 FY Management For For
VII. Approve the delegation powers to formalize, Management For For
interprets, carry out and perform the
resolutions passed by the general meeting of
shareholders
MONSTER WORLDWIDE, INC.
SECURITY 611742107 MEETING TYPE Annual
TICKER SYMBOL MWW MEETING DATE 22-Jun-2009
ISIN US6117421072 AGENDA 933079736 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 SALVATORE IANNUZZI For For
2 ROBERT J. CHRENC For For
3 JOHN GAULDING For For
4 E.P. GIAMBASTIANI, JR. For For
5 RONALD J. KRAMER For For
6 ROBERTO TUNIOLI For For
7 TIMOTHY T. YATES For For
02 APPROVAL OF AN AMENDMENT TO THE MONSTER Management For For
WORLDWIDE, INC. 2008 EQUITY INCENTIVE PLAN TO
INCREASE THE NUMBER OF SHARES AUTHORIZED FOR
ISSUANCE UNDER THE PLAN.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/200 142
The Gabelli Asset Fund
03 RATIFICATION OF THE APPOINTMENT OF BDO Management For For
SEIDMAN, LLP AS MONSTER WORLDWIDE, INC.'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR ENDING DECEMBER 31, 2009.
TYCO ELECTRONICS LTD.
SECURITY G9144P105 MEETING TYPE Special
TICKER SYMBOL TEL MEETING DATE 22-Jun-2009
ISIN BMG9144P1059 AGENDA 933089268 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 TO APPROVE A RESOLUTION APPROVING TYCO Management For For
ELECTRONICS LTD.'S DISCONTINUANCE FROM BERMUDA
AND CONTINUANCE AS A SWISS CORPORATION. SEE
PAGE 41 OF PROXY STATEMENT/PROSPECTUS FOR FULL
TEXT OF RESOLUTION.
02 TO APPROVE A RESOLUTION AMENDING OUR BYE-LAWS Management For For
TO ELIMINATE CERTAIN SUPERMAJORITY VOTE
REQUIREMENTS. SEE PAGE 43 OF PROXY
STATEMENT/PROSPECTUS FOR FULL TEXT OF
RESOLUTION.
03 TO APPROVE A RESOLUTION AUTHORIZING SEVERAL Management For For
STEPS, INCLUDING AN AMENDMENT TO OUR BYE-LAWS,
THAT WILL HAVE THE EFFECT OF INCREASING OUR
REGISTERED SHARE CAPITAL. SEE PAGES 45-46 OF
PROXY STATEMENT/PROSPECTUS FOR FULL TEXT OF
RESOLUTION.
04 TO APPROVE A DISTRIBUTION TO SHAREHOLDERS. SEE Management For For
PAGES 47-48 OF PROXY STATEMENT/PROSPECTUS FOR
FULL TEXT OF RESOLUTION.
05 TO CONFIRM SWISS LAW AS OUR AUTHORITATIVE Management For For
GOVERNING LEGISLATION. SEE PAGE 49 OF PROXY
STATEMENT/PROSPECTUS FOR FULL TEXT OF
RESOLUTION.
06 TO APPROVE OUR CORPORATE NAME AS TYCO Management For For
ELECTRONICS LTD. SEE PAGE 50 OF PROXY
STATEMENT/PROSPECTUS FOR FULL TEXT OF
RESOLUTION.
07 TO CHANGE OUR CORPORATE PURPOSE. SEE PAGE 51 Management For For
OF PROXY STATEMENT/PROSPECTUS FOR FULL TEXT OF
RESOLUTION.
08 TO APPROVE OUR SWISS ARTICLES OF ASSOCIATION. Management For For
SEE PAGE 52 OF PROXY STATEMENT/PROSPECTUS FOR
FULL TEXT OF RESOLUTION.
09 TO CONFIRM OUR PRINCIPAL PLACE OF BUSINESS AS Management For For
SCHAFFHAUSEN, SWITZERLAND. SEE PAGE 53 OF
PROXY STATEMENT/PROSPECTUS FOR FULL TEXT OF
RESOLUTION.
10 TO APPOINT PRICEWATERHOUSECOOPERS AG, ZURICH Management For For
AS SPECIAL AUDITOR UNTIL OUR NEXT ANNUAL
GENERAL MEETING. SEE PAGE 54 OF PROXY
STATEMENT/PROSPECTUS FOR FULL TEXT OF
RESOLUTION.
11 TO APPOINT DELOITTE AG AS OUR SWISS REGISTERED Management For For
AUDITOR UNTIL OUR NEXT ANNUAL GENERAL MEETING.
SEE PAGE 55 OF PROXY STATEMENT/PROSPECTUS FOR
FULL TEXT OF RESOLUTION.
12 TO APPROVE ADDITIONAL PROVISIONS OF OUR SWISS Management Against Against
ARTICLES OF ASSOCIATION LIMITING THE NUMBER OF
SHARES THAT MAY BE REGISTERED AND/OR VOTED BY
A SINGLE SHAREHOLDER OR GROUP. SEE PAGES 58-59
OF PROXY STATEMENT/PROSPECTUS FOR FULL TEXT OF
RESOLUTION.
13 TO APPROVE ADDITIONAL PROVISIONS OF OUR SWISS Management Against Against
ARTICLES OF ASSOCIATION REQUIRING A
SUPERMAJORITY VOTE TO AMEND THE 0ROVISIONS
REFERRED TO IN PROPOSAL 12 AND CERTAIN OTHER
PROVISIONS OF OUR SWISS ARTICLES. SEE PAGES
60-61 OF PROXY STATEMENT/PROSPECTUS FOR FULL
TEXT OF RESOLUTION.
14 TO APPROVE ANY ADJOURNMENTS OR POSTPONEMENTS Management For For
OF THE MEETING. SEE PAGE 62 OF PROXY
STATEMENT/PROSPECTUS FOR FULL TEXT OF
RESOLUTION.
TYCO ELECTRONICS LTD.
SECURITY G9144P105 MEETING TYPE Annual
TICKER SYMBOL TEL MEETING DATE 22-Jun-2009
ISIN BMG9144P1059 AGENDA 933089725 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 PIERRE R. BRONDEAU For For
2 RAM CHARAN For For
3 JUERGEN W. GROMER For For
4 ROBERT M. HERNANDEZ For For
5 THOMAS J. LYNCH For For
6 DANIEL J. PHELAN For For
7 FREDERIC M. POSES For For
8 LAWRENCE S. SMITH For For
9 PAULA A. SNEED For For
10 DAVID P. STEINER For For
11 JOHN C. VAN SCOTER For For
02 APPROVAL OF THE TYCO ELECTRONICS LTD. 2007 Management For For
STOCK AND INCENTIVE PLAN (AS AMENDED AND
RESTATED).
03 APPOINTMENT OF DELOITTE & TOUCHE LLP AS TYCO Management For For
ELECTRONICS' INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM (INDEPENDENT AUDITOR) AND
AUTHORIZATION OF THE AUDIT COMMITTEE OF THE
BOARD OF DIRECTORS TO SET THE INDEPENDENT
AUDITOR'S REMUNERATION.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 143
The Gabelli Asset Fund
TELEFONICA, S.A.
SECURITY 879382208 MEETING TYPE Annual
TICKER SYMBOL TEF MEETING DATE 22-Jun-2009
ISIN US8793822086 AGENDA 933106886 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 EXAMINATION AND APPROVAL, IF APPLICABLE, OF Management For For
THE INDIVIDUAL ANNUAL ACCOUNTS, THE
CONSOLIDATED FINANCIAL STATEMENTS AND THE
MANAGEMENT REPORT OF TELEFONICA, S.A. AND OF
ITS CONSOLIDATED GROUP OF COMPANIES, AS WELL
AS THE PROPOSED ALLOCATION OF PROFITS/LOSSES
OF TELEFONICA, S.A. AND THE MANAGEMENT OF ITS
BOARD OF DIRECTORS, ALL WITH RESPECT TO FISCAL
YEAR 2008.
02 COMPENSATION OF SHAREHOLDERS: DISTRIBUTION OF Management For For
A DIVIDEND TO BE CHARGED TO UNRESTRICTED
RESERVES.
03 APPROVAL OF AN INCENTIVE TELEFONICA, S.A.'S Management For For
SHARE PURCHASE PLAN FOR EMPLOYEES OF THE
TELEFONICA GROUP.
04 AUTHORIZATION FOR THE ACQUISITION OF THE Management For For
COMPANY'S OWN SHARES, DIRECTLY OR THROUGH
COMPANIES OF THE GROUP.
05 REDUCTION OF THE SHARE CAPITAL THROUGH THE Management For For
CANCELLATION OF SHARES OF THE COMPANY'S OWN
STOCK, EXCLUDING CREDITORS' RIGHT TO OBJECT,
AND AMENDMENT OF THE ARTICLE OF THE BY-LAWS
RELATING TO THE SHARE CAPITAL.
06 RE-ELECTION OF THE AUDITOR FOR FISCAL YEAR Management For For
2009.
07 DELEGATION OF POWERS TO FORMALIZE, INTERPRET, Management For For
CORRECT AND IMPLEMENT THE RESOLUTIONS ADOPTED
BY THE GENERAL SHAREHOLDERS' MEETING.
KIKKOMAN CORPORATION
SECURITY J32620106 MEETING TYPE Annual General Meeting
TICKER SYMBOL KIKOF.PK MEETING DATE 23-Jun-2009
ISIN JP3240400006 AGENDA 701982337 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
Please reference meeting materials. Non-Voting
1. Approve Appropriation of Retained Earnings Management For For
2. Approve the Plan for an Incorporation-Type Management For For
Company Split
3. Amend Articles to: Change Business Lines, Management For For
Approve Minor Revisions Related to
Dematerialization of Shares and the Other
Updated Laws and Regulations
4.1 Appoint a Director Management For For
4.2 Appoint a Director Management For For
4.3 Appoint a Director Management For For
4.4 Appoint a Director Management For For
4.5 Appoint a Director Management For For
4.6 Appoint a Director Management For For
4.7 Appoint a Director Management For For
4.8 Appoint a Director Management For For
4.9 Appoint a Director Management For For
4.10 Appoint a Director Management For For
4.11 Appoint a Director Management For For
5. Appoint a Corporate Auditor Management For For
6. Appoint a Substitute Corporate Auditor Management For For
7. Approve Issuance of Share Acquisition Rights Management For For
as Stock Options
HITACHI, LTD.
SECURITY 433578507 MEETING TYPE Annual
TICKER SYMBOL HIT MEETING DATE 23-Jun-2009
ISIN US4335785071 AGENDA 933110253 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 REDUCTION OF RESERVES Management For For
02 AMENDMENT TO THE ARTICLES OF INCORPORATION Management For For
3A ELECTION OF TADAMICHI SAKIYAMA AS A DIRECTOR Management For For
3B ELECTION OF TAKASHI KAWAMURA AS A DIRECTOR Management For For
3C ELECTION OF MICHIHARU NAKAMURA AS A DIRECTOR Management For For
3D ELECTION OF TAKASHI MIYOSHI AS A DIRECTOR Management For For
3E ELECTION OF YOSHIE OTA AS A DIRECTOR Management For For
3F ELECTION OF MITSUO OHASHI AS A DIRECTOR Management For For
3G ELECTION OF AKIHIKO NOMIYAMA AS A DIRECTOR Management For For
3H ELECTION OF KENJI MIYAHARA AS A DIRECTOR Management For For
3I ELECTION OF TOHRU MOTOBAYASHI AS A DIRECTOR Management For For
3J ELECTION OF TAKEO UENO AS A DIRECTOR Management For For
3K ELECTION OF SHUNGO DAZAI AS A DIRECTOR Management For For
3L ELECTION OF MICHIHIRO HONDA AS A DIRECTOR Management For For
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 144
The Gabelli Asset Fund
HELLENIC TELECOMMUNICATIONS ORGANIZATIONS OTE
SECURITY X3258B102 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL OTE.F MEETING DATE 24-Jun-2009
ISIN GRS260333000 AGENDA 701984696 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1. Approve the financial statements and the Management No
consolidated for 2008, with the reports of Action
Board of Directors and the Auditors and the
distribution of profits and dividend
2. Approve the dismissal of Board of Director and Management No
Chartered Auditor from any compensational Action
responsibility for 2008
3. Elect the Company for the Audit of the Management No
financial statements and definition of their Action
salary
4. Approve the Board of Director's compensations Management No
and re-approval of their compensations for 2009 Action
5. Approve the Chairman's of Board of Director Management No
and General Manager's salary for 2008 and Action
definition of their salaries for 2009
6. Approve the contracts according to the Management No
Articles 23a and 24 of Law 2190/1920 of the Action
Board of Director Members and grant authority
to them in order to sign
7. Approve the renewal of the contract for the Management No
covering of responsibility of Members of the Action
Board of Director and General Managers for any
exercise of their power
8. Approve to modify the terms for the Stock Management No
Option Plan to Managers of the Company and Action
other connected Companies
9. Approve to determine the Board of Director Management No
Members and elect new Board of Director Action
Members according to Article 9 Paragraph 1 and
2 of Company's association and to determine
the Independent Members
10. Approve to determine the Auditing Committee Management No
according to the Article 37 of Law 3693/2008 Action
11. Various announcements Management No
Action
YAKULT HONSHA CO.,LTD.
SECURITY J95468120 MEETING TYPE Annual General Meeting
TICKER SYMBOL YKLTF.PK MEETING DATE 24-Jun-2009
ISIN JP3931600005 AGENDA 701991641 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1 Amend Articles to: Approve Minor Revisions Management For For
Related to Dematerialization of Shares and the
other Updated Laws and Regulations
2.1 Appoint a Director Management For For
2.2 Appoint a Director Management For For
2.3 Appoint a Director Management For For
2.4 Appoint a Director Management For For
2.5 Appoint a Director Management For For
2.6 Appoint a Director Management For For
2.7 Appoint a Director Management For For
2.8 Appoint a Director Management For For
2.9 Appoint a Director Management For For
2.10 Appoint a Director Management For For
2.11 Appoint a Director Management For For
2.12 Appoint a Director Management For For
2.13 Appoint a Director Management For For
2.14 Appoint a Director Management For For
2.15 Appoint a Director Management For For
2.16 Appoint a Director Management For For
2.17 Appoint a Director Management For For
2.18 Appoint a Director Management For For
2.19 Appoint a Director Management For For
2.20 Appoint a Director Management For For
2.21 Appoint a Director Management For For
2.22 Appoint a Director Management For For
2.23 Appoint a Director Management For For
2.24 Appoint a Director Management For For
2.25 Appoint a Director Management For For
2.26 Appoint a Director Management For For
GRAY TELEVISION INC
SECURITY 389375106 MEETING TYPE Annual
TICKER SYMBOL GTN MEETING DATE 24-Jun-2009
ISIN US3893751061 AGENDA 933073998 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 RICHARD L. BOGER For For
2 RAY M. DEAVER For For
3 T.L. ELDER For For
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 145
The Gabelli Asset Fund
4 HILTON H. HOWELL, JR. For For
5 WILLIAM E. MAYHER, III For For
6 ZELL B. MILLER For For
7 HOWELL W. NEWTON For For
8 HUGH E. NORTON For For
9 ROBERT S. PRATHER, JR. For For
10 HARRIETT J. ROBINSON For For
11 J. MACK ROBINSON For For
02 A PROPOSAL TO APPROVE AN AMENDMENT TO THE GRAY Management For For
TELEVISION, INC. EMPLOYEE STOCK PURCHASE PLAN
TO INCREASE THE NUMBER OF SHARES RESERVED FOR
ISSUANCE THEREUNDER BY 600,000.
HELLENIC TELECOMMUNICATIONS ORG. S.A.
SECURITY 423325307 MEETING TYPE Annual
TICKER SYMBOL OTE MEETING DATE 24-Jun-2009
ISIN US4233253073 AGENDA 933113134 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 APPROVAL OF THE MANAGEMENT REPORT OF THE Management For
BOARD, THE AUDIT REPORT PREPARED BY CERTIFIED
AUDITORS ON THE SEPARATE AND CONSOLIDATED
FINANCIAL STATEMENT OF OTE S.A. ENDED ON
DECEMBER 31, 2008.
02 EXONERATION OF THE MEMBERS OF THE BOARD OF Management For
DIRECTORS AND THE AUDITORS OF ALL LIABILITY,
FOR FISCAL YEAR 2008.
03 APPOINTMENT OF CHARTERED AUDITORS FOR THE Management For
ORDINARY AUDIT OF THE FINANCIAL STATEMENTS, IN
ACCORDANCE WITH INTERNATIONAL FINANCIAL
REPORTING STANDARDS, FOR THE FISCAL YEAR 2009.
04 APPROVAL OF THE REMUNERATION PAID TO THE Management For
MEMBERS OF THE BOARD OF DIRECTORS, THE AUDIT
COMMITTEE AND THE COMPENSATION & HUMAN
RESOURCES COMMITTEE FOR FISCAL YEAR 2008 AND
DETERMINATION OF THEIR REMUNERATION FOR FISCAL
YEAR 2009.
05 APPROVAL OF THE REMUNERATION PAID IN 2008 TO Management For
THE CHAIRMAN OF THE BOARD OF DIRECTORS AND CEO.
06 APPROVAL OF CONTRACTS BETWEEN THE COMPANY AND Management For
MEMBERS OF BOARD, PURSUANT TO ARTICLES 23A AND
24 OF THE CODIFIED LAW 2190/1920.
07 RENEWAL OF CONTRACT FOR THE COVERING OF CIVIL Management For
LIABILITY OF MEMBERS OF THE BOARD AND
COMPANY'S EXECUTIVE DIRECTORS.
08 AMENDMENT OF THE TERMS OF THE STOCK OPTION Management For
PLAN FOR EXECUTIVES OF THE COMPANY AND
AFFILIATED COMPANIES.
09 DEFINITION OF THE NUMBER OF THE MEMBERS OF Management For
BOARD OF DIRECTORS TO BE ELECTED, ELECTION OF
NEW BOARD OF DIRECTORS.
10 APPOINTMENT OF MEMBERS OF THE AUDIT COMMITTEE, Management For
PURSUANT TO ARTICLE 37 OF LAW 3693/2008.
YAHOO! INC.
SECURITY 984332106 MEETING TYPE Annual
TICKER SYMBOL YHOO MEETING DATE 25-Jun-2009
ISIN US9843321061 AGENDA 933077338 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1A ELECTION OF DIRECTOR: CAROL BARTZ Management For For
1B ELECTION OF DIRECTOR: FRANK J. BIONDI, JR. Management For For
1C ELECTION OF DIRECTOR: ROY J. BOSTOCK Management For For
1D ELECTION OF DIRECTOR: RONALD W. BURKLE Management For For
1E ELECTION OF DIRECTOR: JOHN H. CHAPPLE Management For For
1F ELECTION OF DIRECTOR: ERIC HIPPEAU Management For For
1G ELECTION OF DIRECTOR: CARL C. ICAHN Management For For
1H ELECTION OF DIRECTOR: VYOMESH JOSHI Management For For
1I ELECTION OF DIRECTOR: ARTHUR H. KERN Management For For
1J ELECTION OF DIRECTOR: MARY AGNES WILDEROTTER Management For For
1K ELECTION OF DIRECTOR: GARY L. WILSON Management For For
1L ELECTION OF DIRECTOR: JERRY YANG Management For For
02 AMENDMENTS TO THE COMPANY'S AMENDED AND Management Against Against
RESTATED 1995 STOCK PLAN.
03 AMENDMENTS TO THE COMPANY'S AMENDED AND Management For For
RESTATED 1996 EMPLOYEE STOCK PURCHASE PLAN.
04 RATIFICATION OF THE APPOINTMENT OF INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM.
05 STOCKHOLDER PROPOSAL REGARDING EXECUTIVE Shareholder Against For
COMPENSATION ADVISORY VOTE, IF PROPERLY
PRESENTED AT THE ANNUAL MEETING.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 146
The Gabelli Asset Fund
SUPERVALU INC.
SECURITY 868536103 MEETING TYPE Annual
TICKER SYMBOL SVU MEETING DATE 25-Jun-2009
ISIN US8685361037 AGENDA 933085183 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1A ELECTION OF DIRECTOR: IRWIN S. COHEN Management For For
1B ELECTION OF DIRECTOR: RONALD E. DALY Management For For
1C ELECTION OF DIRECTOR: LAWRENCE A. DEL SANTO Management For For
1D ELECTION OF DIRECTOR: SUSAN E. ENGEL Management For For
1E ELECTION OF DIRECTOR: CRAIG R. HERKERT Management For For
1F ELECTION OF DIRECTOR: KATHI P. SEIFERT Management For For
2 RATIFICATION OF APPOINTMENT OF KPMG LLP AS Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
3 TO CONSIDER AND VOTE ON A STOCKHOLDER PROPOSAL Shareholder Against For
REGARDING DRUGSTORE TOBACCO SALES AS DESCRIBED
IN THE ATTACHED PROXY STATEMENT
4 TO CONSIDER AND VOTE ON A STOCKHOLDER PROPOSAL Shareholder Against For
REGARDING SAY ON PAY AS DESCRIBED IN THE
ATTACHED PROXY STATEMENT
THE KROGER CO.
SECURITY 501044101 MEETING TYPE Annual
TICKER SYMBOL KR MEETING DATE 25-Jun-2009
ISIN US5010441013 AGENDA 933088519 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1A ELECTION OF DIRECTOR: REUBEN V. ANDERSON Management For For
1B ELECTION OF DIRECTOR: ROBERT D. BEYER Management For For
1C ELECTION OF DIRECTOR: DAVID B. DILLON Management For For
1D ELECTION OF DIRECTOR: SUSAN J. KROPF Management For For
1E ELECTION OF DIRECTOR: JOHN T. LAMACCHIA Management For For
1F ELECTION OF DIRECTOR: DAVID B. LEWIS Management For For
1G ELECTION OF DIRECTOR: DON W. MCGEORGE Management For For
1H ELECTION OF DIRECTOR: W. RODNEY MCMULLEN Management For For
1I ELECTION OF DIRECTOR: JORGE P. MONTOYA Management For For
1J ELECTION OF DIRECTOR: CLYDE R. MOORE Management For For
1K ELECTION OF DIRECTOR: SUSAN M. PHILLIPS Management For For
1L ELECTION OF DIRECTOR: STEVEN R. ROGEL Management For For
1M ELECTION OF DIRECTOR: JAMES A. RUNDE Management For For
1N ELECTION OF DIRECTOR: RONALD L. SARGENT Management For For
1O ELECTION OF DIRECTOR: BOBBY S. SHACKOULS Management For For
2 APPROVAL OF PRICEWATERHOUSECOOPERS LLP, AS Management For For
AUDITORS.
3 APPROVE SHAREHOLDER PROPOSAL, IF PROPERLY Shareholder Against For
PRESENTED, TO RECOMMEND AN INCREASE OF THE
PERCENTAGE OF EGGS STOCKED FROM HENS NOT
CONFINED IN BATTERY CAGES.
4 APPROVE SHAREHOLDER PROPOSAL, IF PROPERLY Shareholder Against For
PRESENTED, TO RECOMMEND AMENDMENT OF KROGER'S
ARTICLES TO PROVIDE FOR ELECTION OF DIRECTORS
BY MAJORITY VOTE.
LIBERTY MEDIA CORPORATION
SECURITY 53071M302 MEETING TYPE Annual
TICKER SYMBOL LCAPA MEETING DATE 25-Jun-2009
ISIN US53071M3025 AGENDA 933091744 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1 DIRECTOR Management
1 MR. DONNE F. FISHER For For
2 MR. GREGORY B. MAFFEI For For
3 MR. M. LAVOY ROBISON For For
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 147
The Gabelli Asset Fund
2 APPROVE CHARTER AMENDMENT CHANGING NAME OF THE Management For For
"ENTERTAINMENT GROUP" TO THE "STARZ GROUP" AND
THE "LIBERTY ENTERTAINMENT COMMON STOCK" TO
THE "LIBERTY STARZ COMMON STOCK" AND MAKING
OTHER CONFORMING CHANGES.
3 AUTHORIZE REVERSE STOCK SPLIT OF THE Management For For
OUTSTANDING SHARES OF SERIES A AND SERIES B
LIBERTY CAPITAL COMMON STOCK AT A RATIO OF
1-FOR-3, AND AUTHORIZE A REVERSE STOCK SPLIT
OF THE OUTSTANDING SHARES OF SERIES A AND
SERIES B LIBERTY INTERACTIVE COMMON STOCK AT A
RATIO OF 1-FOR-5.
4 RATIFY THE SELECTION OF KPMG LLP AS LIBERTY Management For For
MEDIA CORPORATION'S INDEPENDENT AUDITORS FOR
THE FISCAL YEAR ENDING DECEMBER 31, 2009.
LIBERTY MEDIA CORPORATION
SECURITY 53071M500 MEETING TYPE Annual
TICKER SYMBOL LMDIA MEETING DATE 25-Jun-2009
ISIN US53071M5004 AGENDA 933091744 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1 DIRECTOR Management
1 MR. DONNE F. FISHER For For
2 MR. GREGORY B. MAFFEI For For
3 MR. M. LAVOY ROBISON For For
2 APPROVE CHARTER AMENDMENT CHANGING NAME OF THE Management For For
"ENTERTAINMENT GROUP" TO THE "STARZ GROUP" AND
THE "LIBERTY ENTERTAINMENT COMMON STOCK" TO
THE "LIBERTY STARZ COMMON STOCK" AND MAKING
OTHER CONFORMING CHANGES.
3 AUTHORIZE REVERSE STOCK SPLIT OF THE Management For For
OUTSTANDING SHARES OF SERIES A AND SERIES B
LIBERTY CAPITAL COMMON STOCK AT A RATIO OF
1-FOR-3, AND AUTHORIZE A REVERSE STOCK SPLIT
OF THE OUTSTANDING SHARES OF SERIES A AND
SERIES B LIBERTY INTERACTIVE COMMON STOCK AT A
RATIO OF 1-FOR-5.
4 RATIFY THE SELECTION OF KPMG LLP AS LIBERTY Management For For
MEDIA CORPORATION'S INDEPENDENT AUDITORS FOR
THE FISCAL YEAR ENDING DECEMBER 31, 2009.
LIBERTY MEDIA CORPORATION
SECURITY 53071M104 MEETING TYPE Annual
TICKER SYMBOL LINTA MEETING DATE 25-Jun-2009
ISIN US53071M1045 AGENDA 933091744 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1 DIRECTOR Management
1 MR. DONNE F. FISHER For For
2 MR. GREGORY B. MAFFEI For For
3 MR. M. LAVOY ROBISON For For
2 APPROVE CHARTER AMENDMENT CHANGING NAME OF THE Management For For
"ENTERTAINMENT GROUP" TO THE "STARZ GROUP" AND
THE "LIBERTY ENTERTAINMENT COMMON STOCK" TO
THE "LIBERTY STARZ COMMON STOCK" AND MAKING
OTHER CONFORMING CHANGES.
3 AUTHORIZE REVERSE STOCK SPLIT OF THE Management For For
OUTSTANDING SHARES OF SERIES A AND SERIES B
LIBERTY CAPITAL COMMON STOCK AT A RATIO OF
1-FOR-3, AND AUTHORIZE A REVERSE STOCK SPLIT
OF THE OUTSTANDING SHARES OF SERIES A AND
SERIES B LIBERTY INTERACTIVE COMMON STOCK AT A
RATIO OF 1-FOR-5.
4 RATIFY THE SELECTION OF KPMG LLP AS LIBERTY Management For For
MEDIA CORPORATION'S INDEPENDENT AUDITORS FOR
THE FISCAL YEAR ENDING DECEMBER 31, 2009.
MATERIAL SCIENCES CORPORATION
SECURITY 576674105 MEETING TYPE Annual
TICKER SYMBOL MASC MEETING DATE 25-Jun-2009
ISIN US5766741053 AGENDA 933104022 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 TERRY L. BERNANDER For For
2 FRANK L. HOHMANN III For For
3 SAMUEL LICAVOLI For For
4 PATRICK J. MCDONNELL For For
5 CLIFFORD D. NASTAS For For
6 JOHN P. REILLY For For
7 DOMINICK J. SCHIANO For For
02 TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE Management For For
LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR
THE FISCAL YEAR ENDING FEBRUARY 28, 2010.
KYOCERA CORPORATION
SECURITY 501556203 MEETING TYPE Annual
TICKER SYMBOL KYO MEETING DATE 25-Jun-2009
ISIN US5015562037 AGENDA 933108513 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 APPROVAL OF THE DISPOSITION OF SURPLUS. Management For
(PLEASE SEE PAGE 3 OF THE COMPANY'S NOTICE OF
MEETING).
02 APPROVAL OF THE PARTIAL AMENDMENTS TO THE Management For
ARTICLES OF INCORPORATION. (PLEASE SEE PAGES
4, 5, AND 6 OF THE COMPANY'S NOTICE OF
MEETING).
3A ELECTION OF MAKOTO KAWAMURA AS A DIRECTOR. Management For
(PLEASE SEE PAGE 7 OF THE COMPANY'S NOTICE OF
MEETING).
3B ELECTION OF YUZO YAMAMURA AS A DIRECTOR. Management For
(PLEASE SEE PAGE 7 OF THE COMPANY'S NOTICE OF
MEETING).
3C ELECTION OF TETSUO KUBA AS A DIRECTOR. (PLEASE Management For
SEE PAGE 8 OF THE COMPANY'S NOTICE OF MEETING).
3D ELECTION OF TATSUMI MAEDA AS A DIRECTOR. Management For
(PLEASE SEE PAGE 8 OF THE COMPANY'S NOTICE OF
MEETING).
3E ELECTION OF HISAO HISAKI AS A DIRECTOR. Management For
(PLEASE SEE PAGE 9 OF THE COMPANY'S NOTICE OF
MEETING).
3F ELECTION OF RODNEY N. LANTHOME AS A DIRECTOR. Management For
(PLEASE SEE PAGE 9 OF THE COMPANY'S NOTICE OF
MEETING).
3G ELECTION OF JOHN S. GILBERTSON AS A DIRECTOR. Management For
(PLEASE SEE PAGE 9 OF THE COMPANY'S NOTICE OF
MEETING).
3H ELECTION OF YASUYUKI YMAMOTO AS A DIRECTOR. Management For
(PLEASE SEE PAGE 10 OF THE COMPANY'S NOTICE OF
MEETING).
3I ELECTION OF YOSHIHIRO KANO AS A DIRECTOR. Management For
(PLEASE SEE PAGE 10 OF THE COMPANY'S NOTICE OF
MEETING).
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 148
The Gabelli Asset Fund
3J ELECTION OF GOROU YAMAGUCHI AS A DIRECTOR. Management For
(PLEASE SEE PAGE 11 OF THE COMPANY'S NOTICE OF
MEETING).
3K ELECTION OF SHOICHI AOKI AS A DIRECTOR. Management For
(PLEASE SEE PAGE 11 OF THE COMPANY'S NOTICE OF
MEETING).
3L ELECTION OF KATSUMI KOMAGUCHI AS A DIRECTOR. Management For
(PLEASE SEE PAGE 11 OF THE COMPANY'S NOTICE OF
MEETING).
4A ELECTION OF YOSHIHIKO NISHIKAWA AS A CORPORATE Management For
AUDITOR. (PLEASE SEE PAGE 13 OF THE COMPANY'S
NOTICE OF MEETING).
4B ELECTION OF YOSHINARI HARA AS A CORPORATE Management For
AUDITOR. (PLEASE SEE PAGE 13 OF THE COMPANY'S
NOTICE OF MEETING).
05 BONUSES TO DIRECTORS. (PLEASE SEE PAGE 15 OF Management For
THE COMPANY'S NOTICE OF MEETING).
06 REVISION OF AMOUNT OF REMUNERATION OF Management For
DIRECTORS AND CORPORATE AUDITORS IN LINE WITH
REFORM OF THE REMUNERATION SYSTEM FOR
DIRECTORS AND CORPORATE AUDITORS. (PLEASE SEE
PAGES 15 AND 16 OF THE COMPANY'S NOTICE OF
MEETING).
07 PAYMENT OF RETIREMENT ALLOWANCES TO RETIRING Management For
DIRECTOR AND PAYMENT OF SETTLEMENT FUNDS TO
DIRECTORS AND CORPORATE AUDITOR AS A RESULT OF
ABOLISHMENT OF THE RETIREMENT ALLOWANCE
SYSTEM. (PLEASE SEE PAGES 17 AND 18 OF THE
COMPANY'S NOTICE OF MEETING).
NISSIN FOODS HOLDINGS CO.,LTD.
SECURITY J58063124 MEETING TYPE Annual General Meeting
TICKER SYMBOL NF2.BE MEETING DATE 26-Jun-2009
ISIN JP3675600005 AGENDA 701987806 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
Please reference meeting materials. Non-Voting
1. Approve Appropriation of Retained Earnings Management For For
2. Amend Articles to: Approve Minor Revisions Management For For
Related to Dematerialization of Shares and the
Other Updated Laws and Regulations
3.1 Appoint a Director Management For For
3.2 Appoint a Director Management For For
3.3 Appoint a Director Management For For
3.4 Appoint a Director Management For For
3.5 Appoint a Director Management For For
3.6 Appoint a Director Management For For
3.7 Appoint a Director Management For For
3.8 Appoint a Director Management For For
3.9 Appoint a Director Management For For
3.10 Appoint a Director Management For For
3.11 Appoint a Director Management For For
3.12 Appoint a Director Management For For
3.13 Appoint a Director Management For For
3.14 Appoint a Director Management For For
4. Appoint a Corporate Auditor Management For For
5. Appoint Accounting Auditors Management For For
NINTENDO CO.,LTD.
SECURITY J51699106 MEETING TYPE Annual General Meeting
TICKER SYMBOL NTO.BE MEETING DATE 26-Jun-2009
ISIN JP3756600007 AGENDA 701988048 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
Please reference meeting materials. Non-Voting
1. Approve Appropriation of Retained Earnings Management For For
2. Amend Articles to: Approve Minor Revisions Management For For
Related to Dematerialization of Shares and the
Other Updated Laws and Regulations
3.1 Appoint a Director Management For For
3.2 Appoint a Director Management For For
3.3 Appoint a Director Management For For
3.4 Appoint a Director Management For For
3.5 Appoint a Director Management For For
3.6 Appoint a Director Management For For
3.7 Appoint a Director Management For For
3.8 Appoint a Director Management For For
3.9 Appoint a Director Management For For
3.10 Appoint a Director Management For For
3.11 Appoint a Director Management For For
3.12 Appoint a Director Management For For
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 149
The Gabelli Asset Fund
TOKYO BROADCASTING SYSTEM,INCORPORATED
SECURITY J86656105 MEETING TYPE Annual General Meeting
TICKER SYMBOL TKOBF.PK MEETING DATE 26-Jun-2009
ISIN JP3588600001 AGENDA 701994231 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1 Approve Appropriation of Profits Management For For
2 Amend Articles to: Approve Minor Revisions Management For For
Related to Dematerialization of Shares and the
other Updated Laws and Regulations, Adopt
Reduction of Liability System for Outside
Directors, Adopt Reduction of Liability System
for Outside Auditors
3.1 Appoint a Director Management For For
3.2 Appoint a Director Management For For
3.3 Appoint a Director Management For For
3.4 Appoint a Director Management For For
3.5 Appoint a Director Management For For
3.6 Appoint a Director Management For For
3.7 Appoint a Director Management For For
3.8 Appoint a Director Management For For
3.9 Appoint a Director Management For For
3.10 Appoint a Director Management For For
3.11 Appoint a Director Management For For
3.12 Appoint a Director Management For For
3.13 Appoint a Director Management For For
MORINAGA MILK INDUSTRY CO.,LTD.
SECURITY J46410114 MEETING TYPE Annual General Meeting
TICKER SYMBOL M08.BE MEETING DATE 26-Jun-2009
ISIN JP3926800008 AGENDA 701998467 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1 Approve Appropriation of Profits Management For For
2 Amend Articles to: Approve Minor Revisions Management For For
Related to Dematerialization of Shares and the
other Updated Laws and Regulations
3.1 Appoint a Director Management For For
3.2 Appoint a Director Management For For
3.3 Appoint a Director Management For For
3.4 Appoint a Director Management For For
3.5 Appoint a Director Management For For
3.6 Appoint a Director Management For For
3.7 Appoint a Director Management For For
3.8 Appoint a Director Management For For
3.9 Appoint a Director Management For For
4 Appoint a Substitute Corporate Auditor Management For For
ARUZE CORP.
SECURITY J0204H106 MEETING TYPE Annual General Meeting
TICKER SYMBOL AZECF.PK MEETING DATE 26-Jun-2009
ISIN JP3126130008 AGENDA 702017458 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1 Amend Articles to: Approve Minor Revisions Management For For
Related to Dematerialization of Shares and the
other Updated Laws and Regulations, Expand
Business Lines
2.1 Appoint a Director Management For For
2.2 Appoint a Director Management For For
2.3 Appoint a Director Management For For
2.4 Appoint a Director Management For For
2.5 Appoint a Director Management For For
2.6 Appoint a Director Management For For
2.7 Appoint a Director Management For For
3 Allow Board to Authorize Use of Stock Option Management For For
Plan
4 Appoint Accounting Auditors Management For For
SEACOAST BANKING CORPORATION OF FLORIDA
SECURITY 811707306 MEETING TYPE Annual
TICKER SYMBOL SBCF MEETING DATE 30-Jun-2009
ISIN US8117073069 AGENDA 933077427 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 JEFFREY C. BRUNER For For
2 H. GILBERT CULBRETH, JR For For
3 CHRISTOPHER E. FOGAL For For
4 DALE M. HUDSON For For
02 INCREASE AUTHORIZED CAPITAL STOCK. Management For For
03 AMEND ARTICLE VII OF THE COMPANY'S ARTICLES OF Management For For
INCORPORATION-PROVISIONS RELATING TO BUSINESS
COMBINATIONS.
04 AMEND ARTICLE X OF THE ARTICLES OF Management For For
INCORPORATION- AMENDMENT OF ARTICLES OF
INCORPORATION.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 150
The Gabelli Asset Fund
05 AMEND EMPLOYEE STOCK PURCHASE PLAN. Management For For
06 ADVISORY (NON-BINDING) VOTE ON EXECUTIVE Management For For
COMPENSATION.
07 ADJOURNMENT OF THE ANNUAL MEETING. Management For For
CAVCO INDUSTRIES, INC.
SECURITY 149568107 MEETING TYPE Annual
TICKER SYMBOL CVCO MEETING DATE 30-Jun-2009
ISIN US149568107 AGENDA 933094409 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
1 DIRECTOR Management
1 STEVEN G. BUNGER For For
2 JACK HANNA For For
2 RATIFICATION OF THE APPOINTMENT OF INDEPENDENT Management For For
AUDITOR FOR FISCAL 2010.
ORTHOFIX INTERNATIONAL N.V.
SECURITY N6748L102 MEETING TYPE Annual
TICKER SYMBOL OFIX MEETING DATE 30-Jun-2009
ISIN ANN6748L1027 AGENDA 933110277 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- -------- ---- ---- -----------
01 DIRECTOR Management
1 JAMES F. GERO For For
2 JERRY C. BENJAMIN For For
3 CHARLES W. FEDERICO For For
4 GUY J. JORDAN For For
5 THOMAS J. KESTER For For
6 ALAN W. MILINAZZO For For
7 MARIA SAINZ For For
8 WALTER P. VON WARTBURG For For
9 KENNETH R. WEISSHAAR For For
02 PROPOSAL TO APPROVE AMENDMENT AND RESTATEMENT Management Against Against
OF THE AMENDED AND RESTATED 2004 LONG-TERM
INCENTIVE PLAN.
03 PROPOSAL TO APPROVE AMENDMENT NO. 1 TO THE Management For For
AMENDED AND RESTATED STOCK PURCHASE PLAN.
04 PROPOSAL TO APPROVE THE MATERIAL TERMS FOR THE Management For For
PAYMENT OF INCENTIVE COMPENSATION TO THE
COMPANY'S MOST HIGHLY COMPENSATED EXECUTIVE
OFFICERS TO PERMIT SECTION 162(M)
DEDUCTIBILITY.
05 PROPOSAL TO APPROVE THE BALANCE SHEET AND Management For For
INCOME STATEMENT AT AND FOR THE YEAR ENDED
DECEMBER 31, 2008.
06 PROPOSAL TO RATIFY THE SELECTION OF ERNST & Management For For
YOUNG AS THE INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR ORTHOFIX AND ITS
SUBSIDIARIES FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2009.
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 The Gabelli Asset Fund
By (Signature and Title)* /s/ Bruce N. Alpert
--------------------------------------------
Bruce N. Alpert, Principal Executive Officer
Date August 13, 2009
* Print the name and title of each signing officer under his or her
signature.