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 811-07326
Gabelli Investor Funds, Inc.
(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
INVESTMENT COMPANY REPORT
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ENODIS PLC, LONDON
SECURITY G01616104 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL ENO.L MEETING DATE 02-Jul-2008
ISIN GB0000931526 AGENDA 701619782 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- ------------------------------------------------- ------------ ------- -----------
1. Approve the amendment of Rule 10 of the Enodis Management For For
Plc Performance Share Plan
S.2 Authorize the Directors to take any actions to Management For For
carry out the Scheme, approve the reduction in
capital, allotment of ordinary shares and
amendment of the Articles of Association
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ENODIS PLC, LONDON
SECURITY G01616104 MEETING TYPE Court Meeting
TICKER SYMBOL ENO.L MEETING DATE 02-Jul-2008
ISIN GB0000931526 AGENDA 701650411 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- ------------------------------------------------- ------------ ------- -----------
PLEASE NOTE THAT ABSTAIN IS NOT A VALID VOTE Non-Voting
OPTION FOR THIS MEETING TYPE. PLE-ASE CHOOSE
BETWEEN "FOR" AND "AGAINST" ONLY. SHOULD YOU
CHOOSE TO VOTE ABSTAIN-FOR THIS MEETING THEN YOUR
VOTE WILL BE DISREGARDED BY THE ISSUER OR
ISSUERS-AGENT
S.1 Approve the Scheme of Arrangement Management For For
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EMMIS COMMUNICATIONS CORPORATION
SECURITY 291525103 MEETING TYPE Annual
TICKER SYMBOL EMMS MEETING DATE 15-Jul-2008
ISIN US2915251035 AGENDA 932927582 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- ------------------------------------------------- ------------ ------- -----------
01 DIRECTOR Management
1 RICHARD A. LEVENTHAL For For
2 PETER A. LUND* For For
3 LAWRENCE B. SORREL For For
02 PROPOSAL TO RATIFY THE SELECTION OF ERNST & YOUNG Management For For
LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS.
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HOMEFED CORPORATION
SECURITY 43739D307 MEETING TYPE Annual
TICKER SYMBOL HOFD MEETING DATE 15-Jul-2008
ISIN US43739D3070 AGENDA 932929182 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- ------------------------------------------------- ------------ ------- -----------
01 DIRECTOR Management
1 PATRICK D. BIENVENUE For For
2 PAUL J. BORDEN For For
3 TIMOTHY M. CONSIDINE For For
4 IAN M. CUMMING For For
5 MICHAEL A. LOBATZ For For
6 JOSEPH S. STEINBERG For For
02 RATIFICATION OF THE SELECTION OF Management For For
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
AUDITORS OF THE COMPANY FOR 2008.
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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
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
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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.
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ELECTRONIC DATA SYSTEMS CORPORATION
SECURITY 285661104 MEETING TYPE Special
TICKER SYMBOL EDS MEETING DATE 31-Jul-2008
ISIN US2856611049 AGENDA 932932521 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- ------------------------------------------------- ------------ ------- -----------
01 PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF MAY 13, 2008, AMONG
ELECTRONIC DATA SYSTEMS CORPORATION,
HEWLETT-PACKARD COMPANY AND HAWK MERGER
CORPORATION, AS IT MAY BE AMENDED FROM TIME TO
TIME.
02 PROPOSAL TO APPROVE THE ADJOURNMENT OR Management For For
POSTPONEMENT OF 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
AGREEMENT AND PLAN OF MERGER.
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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 ON Shareholder Against For
HUMAN RIGHTS.
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AWILCO OFFSHORE ASA, OSLO
SECURITY R0811G187 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL AWO MEETING DATE 07-Aug-2008
ISIN NO0010255722 AGENDA 701656641 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- ------------------------------------------------- ------------ ------- -----------
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. Elect the Meeting Leader Management For For
2. Elect the person to co-sign the minutes of the Management For For
meeting
3. Approve the notice of the meeting and the agenda Management For For
4.a Approve the 2007 statement on salary and other Management For For
remuneration for Senior Executives
4.b Approve the 2007 allocation of Synthetic Options Management For For
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TUMBLEWEED COMMUNICATIONS CORP.
SECURITY 899690101 MEETING TYPE Special
TICKER SYMBOL TMWD MEETING DATE 08-Aug-2008
ISIN US8996901018 AGENDA 932934208 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- ------------------------------------------------- ------------ ------- -----------
01 TO APPROVE AND ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER DATED JUNE 5, 2008, BY AND AMONG
TUMBLEWEED COMMUNICATIONS CORP., AXWAY INC. AND
TORNADO ACQUISITION CORP., AS IT MAY BE AMENDED
FROM TIME TO TIME
02 TO ADJOURN OR POSTPONE THE SPECIAL MEETING TO A Management For For
LATER DATE, IF NECESSARY, TO PERMIT THE FURTHER
SOLICITATION OF PROXIES IN THE EVENT THAT THERE
ARE NOT SUFFICIENT VOTES TO APPROVE AND ADOPT
PROPOSAL 1
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STONE ENERGY CORPORATION
SECURITY 861642106 MEETING TYPE Special
TICKER SYMBOL SGY MEETING DATE 27-Aug-2008
ISIN US8616421066 AGENDA 932941075 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- ------------------------------------------------- ------------ ------- -----------
01 PROPOSAL TO APPROVE THE ISSUANCE OF ADDITIONAL Management For For
SHARES OF COMMON STOCK OF STONE ENERGY
CORPORATION PURSUANT TO THE AGREEMENT AND PLAN OF
MERGER, DATED AS OF APRIL 30, 2008, BY AND AMONG
STONE ENERGY CORPORATION, STONE ENERGY OFFSHORE,
L.L.C. AND BOIS D'ARC ENERGY, INC.
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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 COMPANY'S Management For For
EXECUTIVE PAY-FOR-PERFORMANCE COMPENSATION
POLICIES AND PROCEDURES.
07 APPROVAL OF THE 2008 DEFERRED STOCK UNIT PLAN FOR Management Against Against
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.
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LEVCOR INTERNATIONAL, INC.
SECURITY 52729D102 MEETING TYPE Special
TICKER SYMBOL LEVC MEETING DATE 10-Sep-2008
ISIN US52729D1028 AGENDA 932946455 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- ------------------------------------------------- ------------ ------- -----------
01 APPROVE, ACTION BY OUR BOARD, A 1-TO-300,000 Management Against Against
REVERSE STOCK SPLIT OF COMMON STOCK, WITH RESULT
THAT (I) HOLDINGS PRIOR TO SUCH SPLIT OF FEWER
THAN 300,000 SHARES WILL BE CONVERTED INTO A
RIGHT TO RECEIVE CASH CONSIDERATION DESCRIBED IN
THE PROXY STATEMENT, (II) DEREGISTER COMMON
STOCK, AND THUS AVOID COSTS ASSOCIATED WITH BEING
A PUBLIC REPORTING COMPANY
- --------------------------------------------------------------------------------
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 VOTE Management For For
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.
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WHX CORPORATION
SECURITY 929248508 MEETING TYPE Annual
TICKER SYMBOL WXCP MEETING DATE 16-Sep-2008
ISIN US9292485086 AGENDA 932946708 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- ------------------------------------------------- ------------ ------- -----------
01 DIRECTOR Management
1 WARREN G. LICHTENSTEIN For For
2 JACK L. HOWARD For For
3 GLEN M. KASSAN For For
4 LOUIS KLEIN, JR. For For
5 JOHN H. MCNAMARA JR. For For
6 JOHN J. QUICKE For For
7 GAREN W. SMITH For For
02 AUTHORIZE THE BOARD, AT ITS DISCRETION, TO AMEND Management For For
THE AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION TO INCREASE THE AUTHORIZED CAPITAL
STOCK FROM 55,000,000 SHARES, CONSISTING OF
50,000,000 SHARES OF COMMON STOCK AND 5,000,000
SHARES OF PREFERRED STOCK TO 185,000,000 SHARES,
CONSISTING OF 180,000,000 SHARES OF COMMON STOCK
AND 5,000,000 SHARES OF PREFERRED STOCK.
03 TO AUTHORIZE THE BOARD, AT ITS DISCRETION, TO Management For For
AMEND THE COMPANY'S AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION TO MAKE CERTAIN
CLARIFYING AMENDMENTS TO PROTECT THE AVAILABILITY
OF THE COMPANY'S NET OPERATING LOSS CARRY
FORWARDS UNDER SECTION 382 OF THE INTERNAL
REVENUE CODE IN CONNECTION WITH THE COMPANY'S
PENDING RIGHTS OFFERING.
04 RATIFICATION OF THE APPOINTMENT OF GRANT THORNTON Management For For
LLP AS THE INDEPENDENT PUBLIC ACCOUNTANTS OF THE
COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31,
2008.
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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, DATED Management For For
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 OR Management For For
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.
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DRS TECHNOLOGIES, INC.
SECURITY 23330X100 MEETING TYPE Special
TICKER SYMBOL DRS MEETING DATE 25-Sep-2008
ISIN US23330X1000 AGENDA 932950404 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- ------------------------------------------------- ------------ ------- -----------
01 PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF MAY 12, 2008, BY AND AMONG
DRS TECHNOLOGIES, INC., FINMECCANICA - SOCIETA
PER AZIONI, AND DRAGON ACQUISITION SUB, INC. AND
APPROVE THE MERGER.
02 PROPOSAL TO APPROVE THE ADJOURNMENT OR Management For For
POSTPONEMENT OF THE MEETING, IF NECESSARY OR
APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF
THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE
SPECIAL MEETING TO ADOPT THE AGREEMENT AND PLAN
OF MERGER AND APPROVE THE MERGER.
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HILB ROGAL & HOBBS COMPANY
SECURITY 431294107 MEETING TYPE Special
TICKER SYMBOL HRH MEETING DATE 29-Sep-2008
ISIN US4312941077 AGENDA 932950911 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- ------------------------------------------------- ------------ ------- -----------
01 CONSIDER AND VOTE UPON A PROPOSAL TO APPROVE AND Management For For
ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS
OF JUNE 7, 2008, BY AND AMONG WILLIS GROUP
HOLDINGS LIMITED, HERMES ACQUISITION CORP.
("MERGER SUB") AND HILB ROGAL & HOBBS COMPANY
("HRH"), AS THE SAME MAY BE AMENDED FROM TIME TO
TIME, PURSUANT TO WHICH HRH WILL MERGE WITH AND
INTO MERGER SUB.
02 TO CONSIDER AND VOTE UPON THE ADJOURNMENT OR Management For For
POSTPONEMENT OF THE SPECIAL MEETING OF HRH
SHAREHOLDERS, IF NECESSARY, TO SOLICIT ADDITIONAL
PROXIES.
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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, DATED Management For For
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.
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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 AND Management For For
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.
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TERCICA, INC.
SECURITY 88078L105 MEETING TYPE Special
TICKER SYMBOL TRCA MEETING DATE 16-Oct-2008
ISIN US88078L1052 AGENDA 932958018 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- ------------------------------------------------- ------------ ------- -----------
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED Management For For
AS OF JUNE 4, 2008 (THE "MERGER AGREEMENT"), BY
AMONG TERCICA, INC., BEAUFOUR IPSEN PHARMA (THE
"PURCHASER") AND TRIBECA ACQUISITION CORPORATION,
A WHOLLY OWNED SUBSIDIARY OF THE PURCHASER (THE
"MERGER SUB").
02 TO APPROVE THE ADJOURNMENT OF THE SPECIAL Management For For
MEETING, IF NECESSARY, FOR THE PURPOSE OF
SOLICITING ADDITIONAL PROXIES TO VOTE IN FAVOR OF
THE ADOPTION OF THE MERGER AGREEMENT.
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PHILADELPHIA CONSOLIDATED HOLDING CORP.
SECURITY 717528103 MEETING TYPE Special
TICKER SYMBOL PHLY MEETING DATE 23-Oct-2008
ISIN US7175281036 AGENDA 932960518 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- ------------------------------------------------- ------------ ------- -----------
01 ADOPTION OF THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF JULY 22, 2008, AMONG THE COMPANY,
TOKIO MARINE HOLDINGS, INC. AND TOKIO MARINE
INVESTMENT (PENNSYLVANIA) INC.
02 APPROVAL OF THE ADJOURNMENT OR POSTPONEMENT OF Management For For
THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE,
TO SOLICIT ADDITIONAL PROXIES IN THE EVENT THERE
ARE NOT SUFFICIENT VOTES PRESENT, IN PERSON OR BY
PROXY, AT THE TIME OF THE SPECIAL MEETING TO
ADOPT THE AGREEMENT AND PLAN OF MERGER.
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FIRST CALGARY PETROLEUMS LTD.
SECURITY 319384301 MEETING TYPE Special
TICKER SYMBOL FCGCF MEETING DATE 29-Oct-2008
ISIN CA3193843016 AGENDA 932959818 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- ------------------------------------------------- ------------ ------- -----------
01 APPROVING ARRANGEMENT. THE SPECIAL RESOLUTION Management For For
APPROVING THE PLAN OF ARRANGEMENT AS MORE
PARTICULARLY SET OUT IN EXHIBIT A OF THE
INFORMATION CIRCULAR OF FIRST CALGARY PETROLEUMS
LTD. DATED SEPTEMBER 22ND, 2008. IT IS
RECOMMENDED THAT SHAREHOLDERS VOTE FOR ITEM 1.
- --------------------------------------------------------------------------------
VITAL SIGNS, INC.
SECURITY 928469105 MEETING TYPE Special
TICKER SYMBOL VITL MEETING DATE 29-Oct-2008
ISIN US9284691055 AGENDA 932960114 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- ------------------------------------------------- ------------ ------- -----------
01 APPROVAL OF THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF JULY 23, 2008, BY AND AMONG GENERAL
ELECTRIC COMPANY, TONIC ACQUISITION CORP AND
VITAL SIGNS, INC.
- --------------------------------------------------------------------------------
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 AS Management For For
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 OR Management For For
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.
- --------------------------------------------------------------------------------
SARA LEE CORPORATION
SECURITY 803111103 MEETING TYPE Annual
TICKER SYMBOL SLE MEETING DATE 30-Oct-2008
ISIN US8031111037 AGENDA 932954705 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- ------------------------------------------------- ------------ ------- -----------
1A ELECTION OF DIRECTOR: BRENDA C. BARNES Management For For
1B ELECTION OF DIRECTOR: CHRISTOPHER B. BEGLEY Management For For
1C ELECTION OF DIRECTOR: CRANDALL C. BOWLES Management For For
1D ELECTION OF DIRECTOR: VIRGIS W. COLBERT Management For For
1E ELECTION OF DIRECTOR: JAMES S. CROWN Management For For
1F ELECTION OF DIRECTOR: LAURETTE T. KOELLNER Management For For
1G ELECTION OF DIRECTOR: CORNELIS J.A. VAN LEDE Management For For
1H ELECTION OF DIRECTOR: DR. JOHN MCADAM Management For For
1I ELECTION OF DIRECTOR: SIR IAN PROSSER Management For For
1J ELECTION OF DIRECTOR: ROZANNE L. RIDGWAY Management For For
1K ELECTION OF DIRECTOR: NORMAN R. SORENSEN Management For For
1L ELECTION OF DIRECTOR: JEFFREY W. UBBEN Management For For
1M ELECTION OF DIRECTOR: JONATHAN P. WARD Management For For
02 RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
REGISTERED PUBLIC ACCOUNTANTS FOR FISCAL 2009
03 TO VOTE ON THE REAPPROVAL OF PERFORMANCE MEASURES Management For For
UNDER SARA LEE'S LONG-TERM PERFORMANCE STOCK PLANS
- --------------------------------------------------------------------------------
CAPTARIS, INC.
SECURITY 14071N104 MEETING TYPE Special
TICKER SYMBOL CAPA MEETING DATE 31-Oct-2008
ISIN US14071N1046 AGENDA 932961813 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- ------------------------------------------------- ------------ ------- -----------
01 TO APPROVE THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF SEPTEMBER 3, 2008, BY AND AMONG
CAPTARIS, INC., OPEN TEXT CORPORATION, OPEN TEXT,
INC., AND OASIS MERGER CORP.
02 TO APPROVE ANY PROPOSAL TO ADJOURN THE SPECIAL Management For For
MEETING, IF DETERMINED NECESSARY BY CAPTARIS, TO
SOLICIT ADDITIONAL PROXIES IF THERE ARE
INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL
MEETING TO APPROVE THE MERGER AGREEMENT OR IF
OTHERWISE DEEMED NECESSARY OR APPROPRIATE.
- --------------------------------------------------------------------------------
IKON OFFICE SOLUTIONS, INC.
SECURITY 451713101 MEETING TYPE Special
TICKER SYMBOL IKN MEETING DATE 31-Oct-2008
ISIN US4517131011 AGENDA 932962372 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- ------------------------------------------------- ------------ ------- -----------
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED Management For For
AS OF AUGUST 27, 2008, BETWEEN RICOH COMPANY,
LTD., KEYSTONE ACQUISITION, INC. AND IKON OFFICE
SOLUTIONS, INC. (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, sign Non-Voting
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 and Management For For
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 and Management For For
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. Patrick Management For For
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, for a Management For For
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 the Management For For
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
E.16 Authorize the Board of Directors to increase the Management For For
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 original, a Management For For
copy or extract of the minutes of this meeting to
carry out all filings, publications and other
formalities prescribed by law
- --------------------------------------------------------------------------------
I2 TECHNOLOGIES, INC.
SECURITY 465754208 MEETING TYPE Special
TICKER SYMBOL ITWO MEETING DATE 06-Nov-2008
ISIN US4657542084 AGENDA 932962776 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- ------------------------------------------------- ------------ ------- -----------
01 TO APPROVE AND ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER DATED AS OF AUGUST 10, 2008 AMONG JDA
SOFTWARE GROUP, INC., ICEBERG ACQUISITION CORP.,
A WHOLLY-OWNED SUBSIDIARY OF JDA, AND I2
TECHNOLOGIES, INC.
02 TO GRANT THE PERSONS NAMED AS PROXIES Management For For
DISCRETIONARY AUTHORITY TO VOTE TO ADJOURN THE
SPECIAL MEETING, IF NECESSARY, TO SATISFY THE
CONDITIONS TO COMPLETING THE MERGER AS SET FORTH
IN THE AGREEMENT AND PLAN OF MERGER, INCLUDING
FOR THE PURPOSE OF SOLICITING PROXIES TO VOTE IN
FAVOR OF APPROVAL OF THE AGREEMENT AND PLAN OF
MERGER.
03 TO GRANT THE PERSONS NAMED AS PROXIES Management For For
DISCRETIONARY AUTHORITY TO CONSIDER AND ACT UPON
SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE
THE MEETING OR ANY ADJOURNMENT OR POSTPONEMENT
THEREOF.
- --------------------------------------------------------------------------------
FOUNDRY NETWORKS, INC.
SECURITY 35063R100 MEETING TYPE Special
TICKER SYMBOL FDRY MEETING DATE 07-Nov-2008
ISIN US35063R1005 AGENDA 932958943 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- ------------------------------------------------- ------------ ------- -----------
01 TO APPROVE A PROPOSAL TO ADOPT THE AGREEMENT AND Management For For
PLAN OF MERGER, DATED AS OF JULY 21, 2008, AMONG
BROCADE COMMUNICATIONS SYSTEMS, INC., FALCON
ACQUISITION SUB, INC., A WHOLLY-OWNED SUBSIDIARY
OF BROCADE COMMUNICATIONS SYSTEMS, INC., AND
FOUNDRY NETWORKS, INC.
02 TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING Management For For
TO PERMIT FURTHER SOLICITATION OF PROXIES IF
THERE ARE NOT SUFFICIENT VOTES AT THE SPECIAL
MEETING TO APPROVE THE FIRST PROPOSAL DESCRIBED
ABOVE.
- --------------------------------------------------------------------------------
CORINTHIAN COLLEGES, INC.
SECURITY 218868107 MEETING TYPE Annual
TICKER SYMBOL COCO MEETING DATE 10-Nov-2008
ISIN US2188681074 AGENDA 932961027 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- ------------------------------------------------- ------------ ------- -----------
01 DIRECTOR Management
1 TERRY O. HARTSHORN For For
2 ALICE T. KANE For For
3 TIMOTHY J. SULLIVAN For For
4 PETER C. WALLER For For
02 APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE Management For For
COMPANY'S CERTIFICATE OF INCORPORATION.
03 RATIFICATION OF ERNST & YOUNG LLP AS THE Management For For
COMPANY'S INDEPENDENT AUDITORS FOR THE FISCAL
YEAR ENDING JUNE 30, 2009.
- --------------------------------------------------------------------------------
BALDWIN TECHNOLOGY COMPANY, INC.
SECURITY 058264102 MEETING TYPE Annual
TICKER SYMBOL BLD MEETING DATE 11-Nov-2008
ISIN US0582641025 AGENDA 932964162 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- ------------------------------------------------- ------------ ------- -----------
01 DIRECTOR Management
1 KARL S. PUEHRINGER For For
2 CLAES WARNANDER For For
02 TO APPROVE AN AMENDMENT TO THE COMPANY'S 2005 Management Against Against
EQUITY COMPENSATION PLAN TO INCREASE THE MAXIMUM
AGGREGATE NUMBER OF SHARES OF THE COMPANY'S CLASS
A COMMON STOCK THAT MAY BE DELIVERED TO
PARTICIPANTS OR THEIR BENEFICIARIES PURSUANT TO
ALL AWARDS GRANTED UNDER THE PLAN BY 1,000,000 TO
2,200,000.
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
GOLD FIELDS LIMITED
SECURITY 38059T106 MEETING TYPE Annual
TICKER SYMBOL GFI MEETING DATE 12-Nov-2008
ISIN US38059T1060 AGENDA 932966267 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- ------------------------------------------------- ------------ ------- -----------
O1 ADOPTION OF FINANCIAL STATEMENTS Management For
O2 RE-ELECTION OF MR DN MURRAY AS A DIRECTOR Management For
O3 RE-ELECTION OF MR CI VON CHRISTIERSON AS A Management For
DIRECTOR
O4 RE-ELECTION OF MRS GM WILSON AS A DIRECTOR Management For
O5 RE-ELECTION OF MR AJ WRIGHT AS A DIRECTOR Management For
O6 PLACEMENT OF ORDINARY SHARES UNDER THE CONTROL OF Management For
THE DIRECTORS
O7 PLACEMENT OF NON-CONVERTIBLE REDEEMABLE Management For
PREFERENCE SHARES UNDER THE CONTROL OF THE
DIRECTORS
O8 ISSUING EQUITY SECURITIES FOR CASH Management For
O9 AWARD OF RIGHTS TO NON-EXECUTIVE DIRECTORS UNDER Management For
THE GOLD FIELDS LIMITED 2005 NON-EXECUTIVE SHARE
PLAN
O10 INCREASE OF NON-EXECUTIVE DIRECTORS' FEES Management For
S1 ACQUISITION OF COMPANY'S OWN SHARES Management For
- --------------------------------------------------------------------------------
SECURE COMPUTING CORPORATION
SECURITY 813705100 MEETING TYPE Special
TICKER SYMBOL SCUR MEETING DATE 14-Nov-2008
ISIN US8137051004 AGENDA 932965479 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- ------------------------------------------------- ------------ ------- -----------
01 PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF SEPTEMBER 21, 2008, BY AND
AMONG MCAFEE, INC., SEABISCUIT ACQUISITION
CORPORATION AND SECURE COMPUTING CORPORATION.
02 PROPOSAL TO ADJOURN THE SPECIAL MEETING, IF Management For For
NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE
ARE NOT SUFFICIENT VOTES IN FAVOR OF ADOPTION OF
THE MERGER AGREEMENT.
- --------------------------------------------------------------------------------
ZONES, INC.
SECURITY 98976N103 MEETING TYPE Special
TICKER SYMBOL ZONS MEETING DATE 19-Nov-2008
ISIN US98976N1037 AGENDA 932966407 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- ------------------------------------------------- ------------ ------- -----------
01 PROPOSAL TO APPROVE THE MERGER AND TO APPROVE AND Management For For
ADOPT THE AGREEMENT AND PLAN OF MERGER DATED AS
OF JULY 30, 2008 BY AND BETWEEN THE COMPANY AND
ZONES ACQUISITION CORP. (AS IT MAY BE AMENDED
FROM TIME TO TIME) AND THE OTHER TRANSACTIONS
CONTEMPLATED THEREBY.
02 PROPOSAL TO APPROVE ANY MOTION TO ADJOURN THE Management For For
SPECIAL MEETING, IF NECESSARY, TO SOLICIT
ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT
VOTES AT THE TIME OF THE SPECIAL MEETING TO
APPROVE PROPOSAL 1.
- --------------------------------------------------------------------------------
WHX CORPORATION
SECURITY 929248508 MEETING TYPE Special
TICKER SYMBOL WXCP MEETING DATE 19-Nov-2008
ISIN US9292485086 AGENDA 932968449 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- ------------------------------------------------- ------------ ------- -----------
01 TO AUTHORIZE THE BOARD, AT ITS DISCRETION, TO Management For For
AMEND THE COMPANY'S AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION, AS AMENDED, TO
EFFECT A REVERSE STOCK SPLIT OF THE COMPANY'S
ISSUED & OUTSTANDING SHARES OF COMMON STOCK, PAR
VALUE $0.01 PER SHARE, BY A RATIO OF BETWEEN 1-
FOR-3 AND 1-FOR-10, INCLUSIVE, WITHOUT FURTHER
APPROVAL OR AUTHORIZATION OF THE COMPANY'S
STOCKHOLDERS.
02 TO AUTHORIZE THE BOARD OF DIRECTORS OF THE Management For For
COMPANY, AT ITS DISCRETION, TO AMEND THE
COMPANY'S AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION, AS AMENDED, TO PERMIT THE COMPANY
TO TAKE ACTION BY WRITTEN CONSENT OF A MAJORITY
OF THE STOCKHOLDERS ENTITLED TO VOTE WITH RESPECT
TO THE SUBJECT MATTER OF THE ACTION.
- --------------------------------------------------------------------------------
ALPHA NATURAL RESOURCES, INC.
SECURITY 02076X102 MEETING TYPE Special
TICKER SYMBOL ANR MEETING DATE 21-Nov-2008
ISIN US02076X1028 AGENDA 932968146 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- ------------------------------------------------- ------------ ------- -----------
01 ADOPTION OF THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF JULY 15, 2008, BY AND AMONG
CLEVELAND- CLIFFS INC (NOW KNOWN AS CLIFFS
NATURAL RESOURCES INC.), ALPHA NATURAL RESOURCES,
INC. AND ALPHA MERGER SUB, INC., F/K/A DAILY
DOUBLE ACQUISITION, INC. ("MERGER SUB"), ALL AS
MORE FULLY DESCRIBED IN THE PROXY STATEMENT.
02 APPROVE ADJOURNMENTS OF THE ALPHA NATURAL Management For For
RESOURCES, INC. SPECIAL MEETING, IF NECESSARY, TO
PERMIT FURTHER SOLICITATION OF PROXIES IF THERE
ARE NOT SUFFICIENT VOTES AT THE TIME OF THE ALPHA
NATURAL RESOURCES, INC. SPECIAL MEETING TO
APPROVE THE ABOVE PROPOSAL.
- --------------------------------------------------------------------------------
QUEENSLAND GAS COMPANY LTD
SECURITY Q8735X104 MEETING TYPE Annual General Meeting
TICKER SYMBOL QB3.DE MEETING DATE 27-Nov-2008
ISIN AU000000QGC2 AGENDA 701747377 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- ------------------------------------------------- ------------ ------- -----------
1. Receive the annual financial report of the Non-Voting
Company for the YE 30 JUN 2008, tog-ether with
the Directors' report and the Auditor's report
2. Adopt the remuneration report for the YE 30 JUN Management For For
2008
3. Re-elect Mr. Timothy Crommelin as a Director of Management For For
the Company, who retires by rotation in
accordance with Clause 13.4 of the Company's
Constitution
4. Re-elect Mr. Stephen Mikkelsen as a Director of Management For For
the Company, who retires by rotation in
accordance with Clause 13.4 of the Company's
Constitution
5. Re-elect Mr. Michael Fraser as a Director of the Management For For
Company, who retires by rotation in accordance
with Clause 13.4 of the Company's Constitution
6. Ratify, for the purpose of Listing Rule 7.4 and Management For For
for all purposes, the issue of 81,278,451
ordinary shares to BG Overseas Holdings Limited,
at an issue price of AUD 3.07 per share
7. Approve the issue of rights to options to Management For For
subscribe for shares in the capital of the
Company and the subsequent issue of options to
subscribe for shares pursuant to those rights
under the Company's Employee Share Option Plan to
Mr. Richard Cottee, Managing Director, in
accordance with the specified terms and conditions
8. Approve the issue of ordinary shares in the Management For For
capital of the Company under a Non-Executive
Director Share Plan, on the specified terms and
conditions
PLEASE NOTE THAT RESOLUTIONS 9 TO 12 WILL BE PUT Non-Voting
TO THE SHAREHOLDERS ONLY IF T-HE RESOLUTION 8 IS
PASSED. THANK YOU.
9. Approve the issue of ordinary shares in the Management For For
capital of the Company to Mr. Dale Elphinstone
pursuant to the Company's Non-Executive Director
Share Plan
10. Approve the issue of ordinary shares in the Management For For
capital of the Company to Mr. Francis Connolly
pursuant to the Company's Non-Executive Director
Share Plan
11. Approve the issue of ordinary shares in the Management For For
capital of the Company to Mr. Peter Cassidy
pursuant to the Company's Non- Executive Director
Share Plan
12. Approve the issue of ordinary shares in the Management For For
capital of the Company to Mr. Martin Houston
pursuant to the Company's Non- Executive Director
Share Plan
Transact any other business Non-Voting
- --------------------------------------------------------------------------------
CIBA SPEZIALITAETENCHEMIE HOLDING AG, BASEL
SECURITY H14405106 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL CSPCF.PK MEETING DATE 02-Dec-2008
ISIN CH0005819724 AGENDA 701760123 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- ------------------------------------------------- ------------ ------- -----------
THE PRACTICE OF SHARE BLOCKING VARIES WIDELY IN Non-Voting
THIS MARKET. PLEASE CONTACT YO-UR CLIENT SERVICE
REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION FOR
YOUR ACCOU-NTS.
1. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST Registration No
BE NOTIFIED TO THE COMPANY REGISTRAR AS Action
BENEFICIAL OWNER BEFORE THE RECORD DATE. PLEASE
ADVISE US NOW IF YOU INTEND TO VOTE. NOTE THAT
THE COMPANY REGISTRAR HAS DISCRETION OVER
GRANTING VOTING RIGHTS. ONCE THE AGENDA IS
AVAILABLE, A SECOND NOTIFICATION WILL BE ISSUED
REQUESTING YOUR VOTING INSTRUCTIONS
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.
PLEASE NOTE THAT THIS IS AN EGM. THANK YOU. Non-Voting
- --------------------------------------------------------------------------------
CIBA SPEZIALITAETENCHEMIE HOLDING AG, BASEL
SECURITY H14405106 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL CSPCF.PK MEETING DATE 02-Dec-2008
ISIN CH0005819724 AGENDA 701764652 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- ------------------------------------------------- ------------ ------- -----------
PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
ID 519748 DUE TO RECEIPT OF D-IRECTORS NAMES. 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 THIS IS THE PART II OF THE Non-Voting
MEETING NOTICE SENT UNDER MEETING-518846,
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.
THE PRACTICE OF SHARE BLOCKING VARIES WIDELY IN Non-Voting
THIS MARKET. PLEASE CONTACT YO-UR CLIENT SERVICE
REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION FOR
YOUR ACCOU-NTS.
1. Amend Articles 5, 15 and 19 of the Articles of Management No
Association Action
2.1 Elect Dr. Hans-Ulrich Engel to the Board of Management No
Directors Action
2.2 Elect Mr. Hans-Walther Reiners to the Board of Management No
Directors Action
2.3 Elect Dr. Joerg Buchmueller to the Board of Management No
Directors Action
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.
- --------------------------------------------------------------------------------
HARMAN INTERNATIONAL INDUSTRIES, INC.
SECURITY 413086109 MEETING TYPE Annual
TICKER SYMBOL HAR MEETING DATE 03-Dec-2008
ISIN US4130861093 AGENDA 932968665 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- ------------------------------------------------- ------------ ------- -----------
01 DIRECTOR Management
1 BRIAN F. CARROLL For For
2 HELLENE S. RUNTAGH For For
02 APPROVAL OF THE AMENDMENTS TO THE 2002 STOCK Management Against Against
OPTION AND INCENTIVE PLAN.
03 APPROVAL OF THE 2008 KEY EXECUTIVE OFFICERS BONUS Management For For
PLAN.
- --------------------------------------------------------------------------------
UST INC.
SECURITY 902911106 MEETING TYPE Special
TICKER SYMBOL UST MEETING DATE 04-Dec-2008
ISIN US9029111062 AGENDA 932969869 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- ------------------------------------------------- ------------ ------- -----------
01 PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF SEPTEMBER 7, 2008, BY AND
AMONG UST INC., ALTRIA GROUP, INC., AND ARMCHAIR
SUB, INC., AS AMENDED, AND APPROVE THE MERGER
CONTEMPLATED THEREBY.
02 PROPOSAL TO APPROVE THE ADJOURNMENT OR Management For For
POSTPONEMENT OF THE MEETING, IF NECESSARY OR
APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF
THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE
SPECIAL MEETING TO ADOPT THE AGREEMENT AND PLAN
OF MERGER, AS AMENDED, AND APPROVE THE MERGER.
- --------------------------------------------------------------------------------
FOUNDRY NETWORKS, INC.
SECURITY 35063R100 MEETING TYPE Special
TICKER SYMBOL FDRY MEETING DATE 17-Dec-2008
ISIN US35063R1005 AGENDA 932975711 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- ------------------------------------------------- ------------ ------- -----------
01 TO APPROVE A PROPOSAL TO ADOPT THE AGREEMENT AND Management For For
PLAN OF MERGER, DATED AS OF JULY 21, 2008, AS
AMENDED BY AMENDMENT NO. 1 TO AGREEMENT AND PLAN
OF MERGER DATED NOVEMBER 7, 2008, AMONG BROCADE
COMMUNICATIONS SYSTEMS, INC., FALCON ACQUISITION
SUB, INC., A WHOLLY-OWNED SUBSIDIARY OF BROCADE
COMMUNICATIONS SYSTEMS, INC., AND FOUNDRY
NETWORKS, INC.
02 TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING Management For For
TO PERMIT FURTHER SOLICITATION OF PROXIES IF
THERE ARE NOT SUFFICIENT VOTES AT THE SPECIAL
MEETING TO APPROVE THE FIRST PROPOSAL DESCRIBED
ABOVE.
- --------------------------------------------------------------------------------
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.
- --------------------------------------------------------------------------------
NDS GROUP PLC
SECURITY 628891103 MEETING TYPE Annual
TICKER SYMBOL NNDS MEETING DATE 17-Dec-2008
ISIN US6288911034 AGENDA 932978173 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- ------------------------------------------------- ------------ ------- -----------
01 FOR THE APPROVAL OF THE COMPANY'S U.K. ANNUAL Management For For
REPORT AND FINANCIAL STATEMENTS FOR THE YEAR
ENDED JUNE 30, 2008, TOGETHER WITH THE
CORRESPONDING INDEPENDENT AUDITORS' REPORT AND
DIRECTORS' REPORT.
02 FOR THE APPROVAL OF THE DIRECTORS' REMUNERATION Management For For
REPORT FOR THE YEAR ENDED JUNE 30, 2008.
03 FOR RATIFICATION OF THE SELECTION OF ERNST & Management For For
YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
JUNE 30, 2009, AND THE AUTHORIZATION OF THE AUDIT
COMMITTEE TO DETERMINE ERNST & YOUNG LLP'S
REMUNERATION IN RESPECT OF SUCH PERIOD.
04 DIRECTOR Management
1 ROGER W. EINIGER For For
- --------------------------------------------------------------------------------
ZONES, INC.
SECURITY 98976N103 MEETING TYPE Special
TICKER SYMBOL ZONS MEETING DATE 19-Dec-2008
ISIN US98976N1037 AGENDA 932979872 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- ------------------------------------------------- ------------ ------- -----------
01 PROPOSAL TO APPROVE THE MERGER, AND TO APPROVE Management For For
AND ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED
AS OF JULY 30, 2008, AS AMENDED BY THE FIRST
AMENDMENT TO AGREEMENT AND PLAN OF MERGER, DATED
AS OF NOVEMBER 17, 2008, BY AND BETWEEN THE
COMPANY AND ZONES ACQUISITION CORP., AND AS IT
MAY BE FURTHER AMENDED FROM TIME TO TIME, AND THE
OTHER TRANSACTIONS CONTEMPLATED THEREBY.
02 PROPOSAL TO APPROVE ANY MOTION TO ADJOURN THE Management For For
SPECIAL MEETING, IF NECESSARY, TO SOLICIT
ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT
VOTES AT THE TIME OF THE SPECIAL MEETING TO
APPROVE PROPOSAL 1.
- --------------------------------------------------------------------------------
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.
- --------------------------------------------------------------------------------
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 OF Management For For
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.
- --------------------------------------------------------------------------------
FIFTH THIRD BANCORP
SECURITY 316773100 MEETING TYPE Special
TICKER SYMBOL FITB MEETING DATE 29-Dec-2008
ISIN US3167731005 AGENDA 932983491 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- ------------------------------------------------- ------------ ------- -----------
01 PROPOSAL TO AMEND ARTICLE FOURTH, SECTION Management For For
(A)2)(D)1. OF THE ARTICLES OF INCORPORATION TO
ALLOW LIMITED VOTING RIGHTS TO A NEW SERIES OF
PREFERRED STOCK FOR ISSUANCE TO THE U.S. DEPT. OF
TREASURY, ALL AS MORE FULLY DESCRIBED IN THE
PROXY STATEMENT.
02 PROPOSAL TO AMEND ARTICLE FOURTH, SECTION Management For For
(A)2)(C)6. OF THE ARTICLES OF INCORPORATION TO
ALLOW CERTAIN OF THE SAME LIMITED VOTING RIGHTS
TO THE EXISTING SERIES G PREFERRED STOCK, ALL AS
MORE FULLY DESCRIBED IN THE PROXY STATEMENT.
03 PROPOSAL TO AMEND ARTICLE FOURTH, SECTION Management For For
(A)2)(D) OF THE ARTICLES OF INCORPORATION TO
PROVIDE GREATER FLEXIBILITY IN THE TERMS OF ANY
FUTURE SERIES OF PREFERRED STOCK, ALL AS MORE
FULLY DESCRIBED IN THE PROXY STATEMENT.
04 PROPOSAL TO APPROVE THE ADJOURNMENT OF THE Management For For
SPECIAL MEETING TO SOLICIT ADDITIONAL PROXIES IN
THE EVENT THAT THERE ARE NOT SUFFICIENT VOTES AT
THE TIME OF THE SPECIAL MEETING, ALL AS MORE
FULLY DESCRIBED IN THE PROXY STATEMENT.
- --------------------------------------------------------------------------------
NATIONWIDE FINANCIAL SERVICES, INC.
SECURITY 638612101 MEETING TYPE Special
TICKER SYMBOL NFS MEETING DATE 31-Dec-2008
ISIN US6386121015 AGENDA 932981194 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- ------------------------------------------------- ------------ ------- -----------
01 TO APPROVE AND ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF AUGUST 6, 2008, AMONG
NATIONWIDE CORPORATION, NATIONWIDE MUTUAL
INSURANCE COMPANY, NWM MERGER SUB, INC. AND
NATIONWIDE FINANCIAL SERVICES, INC. ("NFS"),
PURSUANT TO WHICH EACH OUTSTANDING SHARE OF
COMMON STOCK OF NFS WILL BE CONVERTED INTO THE
RIGHT TO RECEIVE $52.25 IN CASH.
- --------------------------------------------------------------------------------
ASIA SATELLITE TELECOMMUNICATIONS HLDGS LTD
SECURITY G0534R108 MEETING TYPE Special General Meeting
TICKER SYMBOL AISLF.PK MEETING DATE 05-Jan-2009
ISIN BMG0534R1088 AGENDA 701789452 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- ------------------------------------------------- ------------ ------- -----------
PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE Non-Voting
'IN FAVOR' OR "AGAINST" ONLY-FOR THIS RESOLUTION.
THANK YOU.
1. Approve and ratify, the Master Agreement [as Management For For
specified] and the Proposed Capacity Transactions
[as specified] contemplated thereunder and the
implementation thereof; approve, the Proposed Fee
Caps [as specified] for each of the four
financial reporting periods under the Agreement
Term [as specified]; and authorize any 1 Director
of the Company or any 2 Directors of the Company
if affixation of the common seal is necessary, to
execute the Master Agreement [as specified] for
and on behalf of the Company or its Subsidiaries,
and to execute all such other documents,
instruments or agreements and to do all such acts
or things which he may in his discretion consider
necessary or incidental in connection with the
matters contemplated under the Master Agreement
[as specified]
PLEASE NOTE THAT THIS IS A REVISION DUE TO Non-Voting
RECEIPT OF ACTUAL RECORD DATE. 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.
- --------------------------------------------------------------------------------
INTERNATIONAL RECTIFIER CORPORATION
SECURITY 460254105 MEETING TYPE Annual
TICKER SYMBOL IRF MEETING DATE 09-Jan-2009
ISIN US4602541058 AGENDA 932982247 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- ------------------------------------------------- ------------ ------- -----------
01 DIRECTOR Management
1 RICHARD J. DAHL For For
2 DR. ROCHUS E. VOGT For For
02 RATIFICATION OF ERNST & YOUNG LLP AS AN Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF
THE COMPANY TO SERVE FOR FISCAL YEAR 2009.
03 STOCKHOLDER PROPOSAL REGARDING ELIMINATING THE Shareholder Against For
CURRENT CLASSIFIED BOARD STRUCTURE.
- --------------------------------------------------------------------------------
NDS GROUP PLC
SECURITY 628891103 MEETING TYPE Contested-Consent
TICKER SYMBOL NNDS MEETING DATE 13-Jan-2009
ISIN US6288911034 AGENDA 932984974 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- ------------------------------------------------- ------------ ------- -----------
C1 COURT MEETING Management For For
S1 SPECIAL RESOLUTION TO BE PROPOSED AT THE Management For For
EXTRAORDINARY GENERAL MEETING
- --------------------------------------------------------------------------------
LONMIN PUB LTD CO
SECURITY G56350112 MEETING TYPE Annual General Meeting
TICKER SYMBOL LMI.L MEETING DATE 29-Jan-2009
ISIN GB0031192486 AGENDA 701789325 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- ------------------------------------------------- ------------ ------- -----------
1. Receive the report and accounts Management For For
2. Approve the Directors remuneration report Management For For
3. Re-appoint the Auditors and approve the Management For For
remuneration of the Auditors
4. Re-elect Sir John Craven as a Director of the Management For For
Company
5. Re-elect Mr. Michael Hartnall as a Director of Management For For
the Company
6. Re-elect Mr. Roger Phillimore as a Director of Management For For
the Company
7. Grant authority to allot shares Management For For
S.8 Approve to disapply the pre-emption rights Management For For
S.9 Authorize the Company to purchase its own shares Management For For
S.10 Adopt the new Articles of Association Management For For
11. Amend the rules of the Stay and Prosper Plan Management For For
12. Amend the shareholder Value Incentive Plan Management For For
- --------------------------------------------------------------------------------
BCE INC.
SECURITY 05534B760 MEETING TYPE Annual
TICKER SYMBOL BCE MEETING DATE 17-Feb-2009
ISIN CA05534B7604 AGENDA 932992274 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- ------------------------------------------------- ------------ ------- -----------
01 DIRECTOR Management
1 A. BERARD For For
2 R.A. BRENNEMAN For For
3 G.A. COPE For For
4 A.S. FELL For For
5 D. SOBLE KAUFMAN For For
6 B.M. LEVITT For For
7 E.C. LUMLEY For For
8 T.C. O'NEILL For For
9 J.A. PATTISON For For
10 P.M. TELLIER For For
11 V.L. YOUNG For For
02 DELOITTE & TOUCHE LLP AS AUDITORS Management For For
03 SHAREHOLDER PROPOSAL NO. 1 Shareholder Against For
04 SHAREHOLDER PROPOSAL NO. 2 Shareholder Against For
05 SHAREHOLDER PROPOSAL NO. 3 Shareholder Against For
06 SHAREHOLDER PROPOSAL NO. 4 Shareholder Against For
07 SHAREHOLDER PROPOSAL NO. 5 Shareholder Against For
08 SHAREHOLDER PROPOSAL NO. 6 Shareholder Against For
09 SHAREHOLDER PROPOSAL NO. 7 Shareholder Against For
10 SHAREHOLDER PROPOSAL NO. 8 Shareholder Against For
11 SHAREHOLDER PROPOSAL NO. 9 Shareholder Against For
- --------------------------------------------------------------------------------
PROVIDENT NEW YORK BANCORP
SECURITY 744028101 MEETING TYPE Annual
TICKER SYMBOL PBNY MEETING DATE 19-Feb-2009
ISIN US7440281019 AGENDA 932990206 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- ------------------------------------------------- ------------ ------- -----------
01 DIRECTOR Management
1 JUDITH HERSHAFT For For
2 THOMAS F. JAUNTIG JR. For For
3 THOMAS G. KAHN For For
4 RICHARD A. NOZELL For For
5 CARL J. ROSENSTOCK For For
02 THE RATIFICATION OF THE APPOINTMENT OF CROWE Management For For
HORWATH, LLP AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL
YEAR ENDING SEPTEMBER 30, 2009.
- --------------------------------------------------------------------------------
CENTENNIAL COMMUNICATIONS CORP.
SECURITY 15133V208 MEETING TYPE Special
TICKER SYMBOL CYCL MEETING DATE 24-Feb-2009
ISIN US15133V2088 AGENDA 932992806 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- ------------------------------------------------- ------------ ------- -----------
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED Management For For
AS OF NOVEMBER 7, 2008, BY AND AMONG CENTENNIAL
COMMUNICATIONS CORP., A DELAWARE CORPORATION,
AT&T INC., A DELAWARE CORPORATION, AND
INDEPENDENCE MERGER SUB INC., A DELAWARE
CORPORATION AND A WHOLLY OWNED SUBSIDIARY OF AT&T
INC.
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 SPECIAL MEETING TO ADOPT
THE AGREEMENT AND PLAN OF MERGER.
- --------------------------------------------------------------------------------
CIBA SPEZIALITAETENCHEMIE HOLDING AG, BASEL
SECURITY H14405106 MEETING TYPE Annual General Meeting
TICKER SYMBOL CSPCF.PK MEETING DATE 13-Mar-2009
ISIN CH0005819724 AGENDA 701725117 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- ------------------------------------------------- ------------ ------- -----------
THE PRACTICE OF SHARE BLOCKING VARIES WIDELY IN Non-Voting
THIS MARKET. PLEASE CONTACT YO-UR CLIENT SERVICE
REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION FOR
YOUR ACCOU-NTS.
1. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST Registration No
BE NOTIFIED TO THE COMPANY REGISTRAR AS Action
BENEFICIAL OWNER BEFORE THE RECORD DATE. PLEASE
ADVISE US NOW IF YOU INTEND TO VOTE. NOTE THAT
THE COMPANY REGISTRAR HAS DISCRETION OVER
GRANTING VOTING RIGHTS. ONCE THE AGENDA IS
AVAILABLE, A SECOND NOTIFICATION WILL BE ISSUED
REQUESTING YOUR VOTING INSTRUCTIONS
- --------------------------------------------------------------------------------
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.
- --------------------------------------------------------------------------------
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 POSTPONEMENT Management For For
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.
- --------------------------------------------------------------------------------
OESTERREICHISCHE ELEKTRIZITAETSWIRTSCHAFTS-AG (VER
SECURITY A5528H103 MEETING TYPE Annual General Meeting
TICKER SYMBOL OEZVF.PK MEETING DATE 25-Mar-2009
ISIN AT0000746409 AGENDA 701845678 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- ------------------------------------------------- ------------ ------- -----------
1. Approve the presentation of the financial Management No
statements and the consolidated financial Action
statements 2007 including the group annual report
and the management report as well as the report
of the Supervisory Board
2. Approve the appropriation of the balance sheet Management No
profits Action
3. Grant discharge to the Members of the Managing Management No
Board and the Supervisory Board for fiscal 2008 Action
4. Appoint the Auditor of annual accounts for fiscal Management No
2009 Action
5. Authorize the Managing Board pursuant to Section Management No
65 subs. 1 No. 8 of the Austrian Stock Action
Corporation Act (AktG) for the duration of 30
months, effective from the day of the adoption of
the resolution, to acquire own shares
representing up to a maximum of 10% of the
capital stock
- --------------------------------------------------------------------------------
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 MEETING Non-Voting
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 and Management No
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 PROPOSAL: Shareholder No
amend the number 1 of Article 18 of the Company's Action
Articles of Association
6. Elect the Members of the corporate bodies and of Management No
the compensation committee for the 2009-2011 term Action
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 Company's Management No
Article of Association Action
9. Approve the acquisition and disposal of own shares Management No
Action
10. Approve, pursuant to number 4 of Article 8 of the Management No
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 right Management No
of shareholders in the subscription of any Action
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
- --------------------------------------------------------------------------------
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 CUMULATIVE Shareholder Against For
VOTING.
05 STOCKHOLDER PROPOSAL REQUESTING A 75% RETENTION Shareholder Against For
POLICY FOR SHARES ACQUIRED THROUGH COMPENSATION
PLANS.
- --------------------------------------------------------------------------------
NOVA CHEMICALS CORPORATION
SECURITY 66977W109 MEETING TYPE Annual and Special Meeting
TICKER SYMBOL NCX MEETING DATE 14-Apr-2009
ISIN CA66977W1095 AGENDA 933016811 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- ------------------------------------------------- ------------ ------- -----------
01 THE ARRANGEMENT RESOLUTION IN THE FORM ANNEXED AS Management For For
APPENDIX "A" TO THE ACCOMPANYING MANAGEMENT PROXY
CIRCULAR OF NOVA CHEMICALS DATED MARCH 13, 2009
(THE "PROXY CIRCULAR") TO APPROVE AN ARRANGEMENT
UNDER SECTION 192 OF THE CANADA BUSINESS
CORPORATIONS ACT INVOLVING, AMONG OTHER THINGS,
THE ACQUISITION, DIRECTLY OR INDIRECTLY, BY
INTERNATIONAL PETROLEUM INVESTMENT COMPANY OF ALL
OF THE ISSUED AND OUTSTANDING COMMON SHARES FOR
US$6.00 IN CASH FOR EACH COMMON SHARE.
02 DIRECTOR Management
1 J.A. BLUMBERG For For
2 F.P. BOER For For
3 J. BOUGIE For For
4 L. BRLAS For For
5 J.V. CREIGHTON For For
6 R.E. DINEEN, JR. For For
7 C.W. FISCHER For For
8 K.L. HAWKINS For For
9 A.M. LUDWICK For For
10 C.D. PAPPAS For For
11 J.M. STANFORD For For
03 APPOINTMENT OF ERNST & YOUNG LLP AS THE AUDITORS Management For For
OF NOVA CHEMICALS.
- --------------------------------------------------------------------------------
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 OTHER Management For For
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.
- --------------------------------------------------------------------------------
WHIRLPOOL CORPORATION
SECURITY 963320106 MEETING TYPE Annual
TICKER SYMBOL WHR MEETING DATE 21-Apr-2009
ISIN US9633201069 AGENDA 933005084 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- ------------------------------------------------- ------------ ------- -----------
1A ELECTION OF DIRECTOR: GARY T. DICAMILLO Management For For
1B ELECTION OF DIRECTOR: KATHLEEN J. HEMPEL Management For For
1C ELECTION OF DIRECTOR: MICHAEL A. TODMAN Management For For
02 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG Management For For
LLP AS WHIRLPOOL'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2009.
03 APPROVAL OF THE WHIRLPOOL CORPORATION PERFORMANCE Management For For
EXCELLENCE PLAN.
04 MANAGEMENT'S PROPOSAL TO AMEND WHIRLPOOL'S Management For For
RESTATED CERTIFICATE OF INCORPORATION TO
DECLASSIFY WHIRLPOOL'S BOARD OF DIRECTORS.
05 MANAGEMENT'S PROPOSAL TO AMEND ARTICLE SIXTH OF Management For For
WHIRLPOOL'S RESTATED CERTIFICATE OF INCORPORATION
TO ELIMINATE SUPERMAJORITY VOTE PROVISIONS.
06 MANAGEMENT'S PROPOSAL TO AMEND ARTICLES EIGHTH Management For For
AND TENTH OF WHIRLPOOL'S RESTATED CERTIFICATE OF
INCORPORATION TO ELIMINATE SUPERMAJORITY VOTE
PROVISIONS.
07 STOCKHOLDER PROPOSAL TO ELECT EACH DIRECTOR Shareholder Against For
ANNUALLY.
08 STOCKHOLDER PROPOSAL TO ELIMINATE SUPERMAJORITY Shareholder Against For
STOCKHOLDER VOTE PROVISIONS.
- --------------------------------------------------------------------------------
NORTHWESTERN CORPORATION
SECURITY 668074305 MEETING TYPE Annual
TICKER SYMBOL NWE MEETING DATE 22-Apr-2009
ISIN US6680743050 AGENDA 933006442 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- ------------------------------------------------- ------------ ------- -----------
01 DIRECTOR Management
1 STEPHEN P. ADIK For For
2 E. LINN DRAPER, JR. For For
3 DANA J. DYKHOUSE For For
4 JULIA L. JOHNSON For For
5 PHILIP L. MASLOWE For For
6 D. LOUIS PEOPLES For For
7 ROBERT C. ROWE For For
02 RATIFICATION OF SELECTION OF DELOITTE & TOUCHE Management For For
LLP AS INDEPENDENT REGISTERED ACCOUNTING FIRM FOR
FISCAL YEAR ENDED DECEMBER 31, 2009.
03 APPROVAL OF NORTHWESTERN ENERGY EMPLOYEE STOCK Management For For
PURCHASE PLAN.
04 ELECTION OF DOROTHY M. BRADLEY TO THE BOARD OF Management For For
DIRECTORS.
- --------------------------------------------------------------------------------
WILLIS GROUP HOLDINGS LIMITED
SECURITY G96655108 MEETING TYPE Annual
TICKER SYMBOL WSH MEETING DATE 22-Apr-2009
ISIN BMG966551084 AGENDA 933007963 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- ------------------------------------------------- ------------ ------- -----------
1A ELECTION OF DIRECTOR: WILLIAM W. BRADLEY Management For For
1B ELECTION OF DIRECTOR: JOSEPH A. CALIFANO JR. Management For For
1C ELECTION OF DIRECTOR: ANNA C. CATALANO Management For For
1D ELECTION OF DIRECTOR: SIR ROY GARDNER Management For For
1E ELECTION OF DIRECTOR: SIR JEREMY HANLEY Management For For
1F ELECTION OF DIRECTOR: ROBYN S. KRAVIT Management For For
1G ELECTION OF DIRECTOR: JEFFREY B. LANE Management For For
1H ELECTION OF DIRECTOR: WENDY E. LANE Management For For
1I ELECTION OF DIRECTOR: JAMES F. MCCANN Management For For
1J ELECTION OF DIRECTOR: JOSEPH J. PLUMERI Management For For
1K ELECTION OF DIRECTOR: DOUGLAS B. ROBERTS. Management For For
2 TO REAPPOINT DELOITTE LLP AS THE COMPANY'S Management For For
INDEPENDENT AUDITOR UNTIL THE CLOSE OF THE NEXT
ANNUAL GENERAL MEETING AND TO AUTHORIZE THE AUDIT
COMMITTEE OF THE BOARD OF DIRECTORS TO FIX THE
INDEPENDENT AUDITORS' REMUNERATION.
- --------------------------------------------------------------------------------
GRUPO CONTL S A
SECURITY P3091R172 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL GPOCY.PK MEETING DATE 23-Apr-2009
ISIN MXP3091R1239 AGENDA 701876849 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- ------------------------------------------------- ------------ ------- -----------
1. Approve the appointment of the tellers, their Management For For
work and declared the assembly facility
2. Adopt the report, message from the Chairman of Management For For
the Board, Director generals report that includes
financial statements and consolidated continental
group and subsidiaries at 31 DEC 2008, report of
the Board and the Boards opinion on the content
of the report of the Director general
3. Receive the report of the Audit Committee and Management For For
Corporate practices
4. Ratify the agreements and acts of the Executive Management For For
Management during the FY 2008
5. Approve the implementation of results and Management For For
proposed to pay a cash dividend
6. Receive the report on the purchase of own shares Management For For
7. Approve to set the maximum amount allocated for Management For For
the purchase of own shares
8. Receive the report on compliance with tax Management For For
obligations
9. Elect the Board Management For For
10. Elect the Chairman of the Audit and Corporate Management For For
practices
11. Approve the allocation of fees to the Board Management For For
Members
12. Approve the minutes of the assembly Management For For
PLEASE NOTE THAT THIS IS A REVISION DUE TO Non-Voting
RECEIPT OF ACTUAL RECORD DATE. 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.
- --------------------------------------------------------------------------------
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.
- --------------------------------------------------------------------------------
TAKE-TWO INTERACTIVE SOFTWARE, INC.
SECURITY 874054109 MEETING TYPE Annual
TICKER SYMBOL TTWO MEETING DATE 23-Apr-2009
ISIN US8740541094 AGENDA 933008698 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- ------------------------------------------------- ------------ ------- -----------
01 DIRECTOR Management
1 BEN FEDER For For
2 STRAUSS ZELNICK For For
3 ROBERT A. BOWMAN For For
4 GROVER C. BROWN For For
5 MICHAEL DORNEMANN For For
6 JOHN F. LEVY For For
7 J MOSES For For
8 MICHAEL SHERESKY For For
02 APPROVAL OF THE ADOPTION OF THE TAKE-TWO Management Against Against
INTERACTIVE SOFTWARE, INC. 2009 STOCK INCENTIVE
PLAN.
03 APPROVAL OF AN AMENDMENT TO THE RESTATED Management For For
CERTIFICATE OF INCORPORATION OF THE COMPANY TO
INCREASE THE NUMBER OF AUTHORIZED SHARES OF
COMMON STOCK FROM 100 MILLION TO 150 MILLION.
04 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG Management For For
LLP AS OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
OCTOBER 31, 2009. THE BOARD OF
DIRECTORS RECOMMENDS A VOTE
"AGAINST" PROPOSAL 5.
05 A STOCKHOLDER PROPOSAL, IF PROPERLY PRESENTED AT Shareholder Against For
THE ANNUAL MEETING.
- --------------------------------------------------------------------------------
ZON MULTIMEDIA - SERVICOS DE TELECOMUNICACOES E MU
SECURITY X9819B101 MEETING TYPE Annual General Meeting
TICKER SYMBOL ZON.LS MEETING DATE 28-Apr-2009
ISIN PTZON0AM0006 AGENDA 701867802 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- ------------------------------------------------- ------------ ------- -----------
PLEASE NOTE THAT THIS IS AN OGM. THANK YOU. Non-Voting
1. Approve the Management report, balance sheet and Management No
accounts, individual and consolidated, and Action
Corporate Governance report, for the year 2008
2. Approve the application and distribution of Management No
profits and reserves Action
3. Approve the general appraisal of the Company's Management No
Management and the Supervision Action
4. Appoint the Member of the Board of Directors Management No
Action
5. Approve the acquisition and disposal of own shares Management No
Action
6. Approve to appreciate the Compensation Committee Management No
statement on the remuneration policy of the Action
Members of the Board of Directors and the Audit
Committee
- --------------------------------------------------------------------------------
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
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 COMPANY'S Management Against Against
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.
- --------------------------------------------------------------------------------
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 SELECTION Management For For
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.
- --------------------------------------------------------------------------------
AMPCO-PITTSBURGH CORPORATION
SECURITY 032037103 MEETING TYPE Annual
TICKER SYMBOL AP MEETING DATE 29-Apr-2009
ISIN US0320371034 AGENDA 933010299 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- ------------------------------------------------- ------------ ------- -----------
01 DIRECTOR Management
1 ROBERT J. APPEL For For
2 PAUL A. GOULD For For
3 ROBERT A. PAUL For For
02 A PROPOSAL TO RATIFY THE APPOINTMENT OF DELOITTE Management For For
& TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2009.
- --------------------------------------------------------------------------------
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
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 PUBLIC Management For For
ACCOUNTING FIRM FOR 2009
03 AN ADVISORY (NON-BINDING) VOTE APPROVING Management For For
EXECUTIVE COMPENSATION
04 STOCKHOLDER PROPOSAL - DISCLOSURE OF GOVERNMENT Shareholder Against For
EMPLOYMENT
05 STOCKHOLDER PROPOSAL - ADVISORY VOTE ON EXEC COMP Shareholder Against For
06 STOCKHOLDER PROPOSAL - CUMULATIVE VOTING Shareholder Against For
07 STOCKHOLDER PROPOSAL - SPECIAL STOCKHOLDER Shareholder Against For
MEETINGS
08 STOCKHOLDER PROPOSAL - INDEPENDENT BOARD CHAIRMAN Shareholder Against For
09 STOCKHOLDER PROPOSAL - PREDATORY CREDIT CARD Shareholder Against For
LENDING PRACTICES
10 STOCKHOLDER PROPOSAL - ADOPTION OF PRINCIPLES FOR Shareholder Against 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 TO Shareholder Against For
THE ACCOMPANYING MANAGEMENT PROXY CIRCULAR.
- --------------------------------------------------------------------------------
MORGAN STANLEY
SECURITY 617446448 MEETING TYPE Annual
TICKER SYMBOL MS MEETING DATE 29-Apr-2009
ISIN US6174464486 AGENDA 933024301 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- ------------------------------------------------- ------------ ------- -----------
1A ELECTION OF DIRECTOR: ROY J. BOSTOCK Management For For
1B ELECTION OF DIRECTOR: ERSKINE B. BOWLES Management For For
1C ELECTION OF DIRECTOR: HOWARD J. DAVIES Management For For
1D ELECTION OF DIRECTOR: NOBUYUKI HIRANO Management For For
1E ELECTION OF DIRECTOR: C. ROBERT KIDDER Management For For
1F ELECTION OF DIRECTOR: JOHN J. MACK Management For For
1G ELECTION OF DIRECTOR: DONALD T. NICOLAISEN Management For For
1H ELECTION OF DIRECTOR: CHARLES H. NOSKI Management For For
1I ELECTION OF DIRECTOR: HUTHAM S. OLAYAN Management For For
1J ELECTION OF DIRECTOR: CHARLES E. PHILLIPS, JR. Management For For
1K ELECTION OF DIRECTOR: O. GRIFFITH SEXTON Management For For
1L ELECTION OF DIRECTOR: LAURA D. TYSON Management For For
02 TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE Management For For
LLP AS INDEPENDENT AUDITOR
03 TO APPROVE THE COMPENSATION OF EXECUTIVES AS Management For For
DISCLOSED IN THE PROXY STATEMENT
04 TO AMEND THE 2007 EQUITY INCENTIVE COMPENSATION Management Against Against
PLAN
05 SHAREHOLDER PROPOSAL REGARDING SPECIAL SHAREOWNER Shareholder Against For
MEETINGS
06 SHAREHOLDER PROPOSAL REGARDING INDEPENDENT CHAIR Shareholder Against For
- --------------------------------------------------------------------------------
UCB SA, BRUXELLES
SECURITY B93562120 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL UCBJF.PK MEETING DATE 30-Apr-2009
ISIN BE0003739530 AGENDA 701883527 - 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.
1. Amend, in accordance with Article 526 bis of the Management No
Companies Code, Article 20 of the Articles of Action
Association as specified
2. Amend, in accordance with Article 18 of the law Management No
of 02 MAY 2007 [Transparency Lat], Article 38 of Action
the Articles of Association as specified
3. Grant all necessary powers, including the right Management No
to delegate such powers, to various persons for Action
the purpose of drawing up the final version of
the Articles of Association
- --------------------------------------------------------------------------------
UCB SA, BRUXELLES
SECURITY B93562120 MEETING TYPE MIX
TICKER SYMBOL UCBJF.PK MEETING DATE 30-Apr-2009
ISIN BE0003739530 AGENDA 701885090 - 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
O.1 Receive the Directors report Non-Voting
O.2 Receive the Auditors report Non-Voting
O.3 Approve the financial statements and allocation Management No
of income Action
O.4 Approve to discharge the Directors Management No
Action
O.5 Approve to discharge the Auditors Management No
Action
O.6.1 Re-elect Mr. Karel Boone as an Independent Management No
Director Action
O.6.2 Re-elect Mr. Gaetan Van De Werve as a Director Management No
Action
O.6.3 Ratify the PricewaterhouseCoopers as the Auditors Management No
and approve the Auditors remuneration Action
E.7 Authorize the Board of Directors to allocate a Management No
number of 278,000 to 450,000 maximum free shares; Action
of which 200,000 maximum to personal of the
leadership team in 2009, namely to about 45
individuals, according to allocation criteria
linked to the level of responsibility of those
concerned; the allocations of these free shares
will take place on completion of the condition
that the interested parties remain employed
within the UCB Group for a period of at least 3
years after the grant of awards; of which 250,000
maximum to employees Members of the Leadership
Team qualifying for the Performance Share Plan
and for which payout will occur after a three
year vesting period and will vary from 0% to 150%
of the granted amount depending on the level of
achievement of the performance conditions at the
moment of grant
PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting
PLEASE NOTE THAT THIS IS A REVISION DUE CHANGE IN Non-Voting
MEETING TYPE.IF YOU HAVE ALR-EADY SENT IN YOUR
VOTES, PLEASE DO NOT RETURN THIS PROXY FORM
UNLESS YOU DECID-E TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
- --------------------------------------------------------------------------------
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 PRICEWATERHOUSECOOPERS Management For For
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 OF Shareholder Against For
EACH DIRECTOR ANNUALLY.
- --------------------------------------------------------------------------------
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 OF Management
REGULATIONS. Against Against
- --------------------------------------------------------------------------------
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 AS Management For For
OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR FISCAL YEAR 2009.
03 TO APPROVE A STOCKHOLDER PROPOSAL REGARDING Shareholder Against For
ADDITIONAL ANIMAL TESTING DISCLOSURE.
- --------------------------------------------------------------------------------
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.
- --------------------------------------------------------------------------------
HEXPOL AB, GOTHENBURG
SECURITY W4580B100 MEETING TYPE Annual General Meeting
TICKER SYMBOL 4QT.BE MEETING DATE 05-May-2009
ISIN SE0002452623 AGENDA 701877942 - 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 ABSTAIN IS NOT A VALID VOTE Non-Voting
OPTION IN SWEDEN. THANK YOU.
1. Opening of the meeting Non-Voting
2. Elect Mr. Melker Schorling as the Chairman of the Non-Voting
2009 AGM
3. Approve the list of shareholders entitled to vote Non-Voting
at the meeting
4. Approve the agenda Non-Voting
5. Elect 1 or 2 officers to verify the minutes Non-Voting
6. Approve to determine whether the meeting has been Non-Voting
duly convened
7. Approve the address by the president Non-Voting
8.A Receive the annual report and the Auditor's Non-Voting
report, as well as the consolidate-d financial
report and Auditors' report on the consolidated
financial report f-or the 2008 FY, and an account
of the Remuneration Committee's work,
function-and Members, as well as the Board of
Directors' Remuneration Policy
8.B Approve the statement from the Company's Auditor Non-Voting
confirming compliance with th-e guidelines for
the remuneration of Senior Executives that have
applied since-the preceding AGM, an account of
the Audit Committee's work, function and
Mem-bers, as well as the consultancy fees and
other fees paid during 2008 to the A-uditors
elected by the 2008 AGM
9.A Adopt the income statement and balance sheet, and Management For For
of the consolidated income statement and
consolidated balance sheet all at 31 DEC 2008
9.B Approve the disposition to be made of the Management For For
Company's profit as shown in the balance sheet
adopted by the meeting, and no dividend be paid
for the 2008 FY and that the accumulated earnings
of SEK 309,611,751 be carried forward
9.C Grant discharge to the Board of Directors and the Management For For
President from personal liability
10. Approve the determination of the number of Board Management For For
Members shall remain unchanged and without Deputy
Members of the Board
11. Approve to determine the fees to be paid to the Management For For
Board Members and Auditors, Directors' fees shall
be paid as follows: SEK 400,000 to the Chairman
of the Board and SEK 200,000 to each of the other
Board Members elected by the AGM who are not
employed by the Company; as remuneration for
Committee work, the Chairman of the Audit
Committee shall receive SEK 150,000 and each
Member of the Audit Committee SEK 75,000
12. Re-elect Messrs. Melker Schorling, Georg Management For For
Brunstam, Alf Goransson, Jan-Anders Manson, Malin
Persson and Ulrik Svensson as the Members of the
Board, and Mr. Melker Schorling to the Chairman
of the Board
13. Re-elect Messrs. Mikael Ekdahl [Melker Schorling Management For For
AB], Asa Nisell [Swedbank Robur funds], Henrik
Didner [Didner & Gerge funds] and Anders
Algotsson [AFA Forsakring] to the Members of the
Nomination Committee, and Mr. Mikael Ekdahl as
the Nomination Committee's Chairman
14. Approve to determine the guidelines for the Management For For
remuneration of Senior Executives as specified
15. Amend Article 8 of the Articles of Association as Management For For
specified
16. Closing of the meeting Non-Voting
- --------------------------------------------------------------------------------
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 & TOUCHE Management For For
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.
- --------------------------------------------------------------------------------
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 THE Management For For
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.
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
AMERICAN TOWER CORPORATION
SECURITY 029912201 MEETING TYPE Annual
TICKER SYMBOL AMT MEETING DATE 06-May-2009
ISIN US0299122012 AGENDA 933022749 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- ------------------------------------------------- ------------ ------- -----------
1A ELECTION OF DIRECTOR: RAYMOND P. DOLAN Management For For
1B ELECTION OF DIRECTOR: RONALD M. DYKES Management For For
1C ELECTION OF DIRECTOR: CAROLYN F. KATZ Management For For
1D ELECTION OF DIRECTOR: GUSTAVO LARA CANTU Management For For
1E ELECTION OF DIRECTOR: JOANN A. REED Management For For
1F ELECTION OF DIRECTOR: PAMELA D.A. REEVE Management For For
1G ELECTION OF DIRECTOR: DAVID E. SHARBUTT Management For For
1H ELECTION OF DIRECTOR: JAMES D. TAICLET, JR. Management For For
1I ELECTION OF DIRECTOR: SAMME L. THOMPSON Management For For
02 RATIFICATION OF THE SELECTION OF DELOITTE & Management For For
TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 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
02 RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP Management For For
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 DEATH Shareholder Against For
- --------------------------------------------------------------------------------
MIRANT CORPORATION
SECURITY 60467R100 MEETING TYPE Annual
TICKER SYMBOL MIR MEETING DATE 07-May-2009
ISIN US60467R1005 AGENDA 933023272 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- ------------------------------------------------- ------------ ------- -----------
01 DIRECTOR Management
1 THOMAS W. CASON For For
2 A.D. (PETE) CORRELL For For
3 TERRY G. DALLAS For For
4 THOMAS H. JOHNSON For For
5 JOHN T. MILLER For For
6 EDWARD R. MULLER For For
7 ROBERT C. MURRAY For For
8 JOHN M. QUAIN For For
9 WILLIAM L. THACKER For For
02 RATIFICATION OF APPOINTMENT OF KPMG LLP AS Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FOR 2009
03 STOCKHOLDER PROPOSAL REGARDING REPORT ON GLOBAL Shareholder Against For
WARMING
- --------------------------------------------------------------------------------
BCE INC.
SECURITY 05534B760 MEETING TYPE Annual
TICKER SYMBOL BCE MEETING DATE 07-May-2009
ISIN CA05534B7604 AGENDA 933033615 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- ------------------------------------------------- ------------ ------- -----------
01 DIRECTOR Management
1 B.K. ALLEN For For
2 A. BERARD For For
3 R.A. BRENNEMAN For For
4 R.E. BROWN For For
5 G.A. COPE For For
6 A.S. FELL For For
7 D. SOBLE KAUFMAN For For
8 B.M. LEVITT For For
9 E.C. LUMLEY For For
10 T.C. O'NEILL For For
11 P.M. TELLIER For For
12 P.R. WEISS For For
13 V.L. YOUNG For For
02 DELOITTE & TOUCHE LLP AS AUDITORS. Management For For
3A CEASE AND DESIST BUYING SHARES PURSUANT TO THE Shareholder Against For
SHARE BUYBACK DATED DECEMBER 12, 2008.
3B DECLARING AS A SPECIAL DIVIDEND AN AMOUNT EQUAL Shareholder Against For
TO THE DIVIDEND OF THE BCE COMMON SHARES THAT
WOULD HAVE BEEN PAID IN JULY AND OCTOBER 2008.
3C MISSED DIVIDEND PAYMENTS TO SHAREHOLDERS FOR THE Shareholder Against For
PERIOD OF JULY 15, 2008 AND OCTOBER 15, 2008.
3D CUT BOARD OF DIRECTORS, PRESIDENT AND CEO, AND Shareholder Against For
TOP MANAGEMENT SALARIES, BONUSES, STOCK OPTION
BENEFITS, OTHER BENEFITS AND PERKS BY 50% IN 2009
AND 2010, AND CAP THEM TO A MAXIMUM OF $ 500,000
PER PERSON, PER YEAR FOR 2009 AND 2010.
3E INDEPENDENCE OF COMPENSATION COMMITTEE MEMBERS Shareholder Against For
AND EXTERNAL COMPENSATION ADVISORS.
3F SHAREHOLDER ADVISORY VOTE ON THE EXECUTIVE Shareholder For For
COMPENSATION POLICY.
3G FEMALE REPRESENTATION ON BOARD OF DIRECTORS. Shareholder Against For
3H LIMIT ON THE NUMBER OF DIRECTORSHIPS. Shareholder Against For
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
URANIUM ONE INC.
SECURITY 91701P105 MEETING TYPE Annual and Special Meeting
TICKER SYMBOL SXRZF MEETING DATE 08-May-2009
ISIN CA91701P1053 AGENDA 933058910 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- ------------------------------------------------- ------------ ------- -----------
01 DIRECTOR Management
1 IAN TELFER For For
2 ANDREW ADAMS For For
3 DR. MASSIMO CARELLO For For
4 DAVID HODGSON For For
5 D. JEAN NORTIER For For
6 TERRY ROSENBERG For For
7 PHILLIP SHIRVINGTON For For
8 MARK WHEATLEY For For
9 KENNETH WILLIAMSON For For
02 TO APPOINT DELOITTE & TOUCHE LLP, CHARTERED Management For For
ACCOUNTANTS AS AUDITORS OF THE CORPORATION FOR
THE ENSUING YEAR, AND TO AUTHORIZE THE DIRECTORS
TO FIX THEIR REMUNERATION.
03 TO AUTHORIZE AND APPROVE THE STOCK OPTION PLAN OF Management For For
THE CORPORATION, AS MORE PARTICULARLY SET OUT IN
THE MANAGEMENT INFORMATION CIRCULAR OF THE
CORPORATION DATED APRIL 6, 2009.
04 TO AUTHORIZE THE CORPORATION TO AMEND ITS Management For For
ARTICLES TO CHANGE ITS REGISTERED OFFICE TO
BRITISH COLUMBIA, AS MORE PARTICULARLY SET OUT IN
THE MANAGEMENT INFORMATION CIRCULAR OF THE
CORPORATION DATED APRIL 6, 2009.
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
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 PRICEWATERHOUSECOOPERS Management For For
LLP AS INDEPENDENT ACCOUNTANTS OF THE COMPANY FOR
2009.
- --------------------------------------------------------------------------------
FOREST OIL CORPORATION
SECURITY 346091705 MEETING TYPE Annual
TICKER SYMBOL FST MEETING DATE 12-May-2009
ISIN US3460917053 AGENDA 933021761 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- ------------------------------------------------- ------------ ------- -----------
1 DIRECTOR Management
1 DOD A. FRASER For For
2 JAMES D. LIGHTNER For For
2 APPROVAL OF AN ADDITIONAL 500,000 SHARES FOR Management For For
ISSUANCE UNDER THE FOREST OIL CORPORATION 1999
EMPLOYEE STOCK PURCHASE PLAN AND CERTAIN
ADMINISTRATIVE CHANGES.
3 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG Management For For
LLP AS FOREST'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTANTS FOR THE YEAR ENDING DECEMBER 31, 2009.
- --------------------------------------------------------------------------------
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
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 LLP Management For For
AS THE COMPANY'S INDEPENDENT AUDITORS FOR 2009.
03 OTHER BUSINESS THAT MAY PROPERLY COME BEFORE THE Management For For
ANNUAL MEETING OR ANY ADJOURNMENT THEREOF.
- --------------------------------------------------------------------------------
WESTERNZAGROS RESOURCES LTD.
SECURITY 960008100 MEETING TYPE Annual and Special Meeting
TICKER SYMBOL WZGRF MEETING DATE 12-May-2009
ISIN CA9600081009 AGENDA 933061171 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- ------------------------------------------------- ------------ ------- -----------
01 ON THE ELECTION OF DIRECTORS, FOR THE NOMINEES Management For For
SET FORTH IN THE INFORMATION CIRCULAR OF THE
CORPORATION DATED MARCH 26, 2009 (THE
"INFORMATION CIRCULAR").
02 ON THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP, Management For For
CHARTERED ACCOUNTANTS, AS AUDITORS OF THE
CORPORATION.
03 ON THE APPROVAL OF THE CORPORATION'S EXISTING Management For For
STOCK OPTION PLAN AS REQUIRED BY THE TSX VENTURE
EXCHANGE.
- --------------------------------------------------------------------------------
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 LLP Management For For
AS AUDITOR FOR 2009.
03 SHAREHOLDER PROPOSAL RE CUMULATIVE VOTING. Shareholder Against For
04 SHAREHOLDER PROPOSAL RE CALLING SPECIAL MEETING. Shareholder Against For
- --------------------------------------------------------------------------------
ANADARKO PETROLEUM CORPORATION
SECURITY 032511107 MEETING TYPE Annual
TICKER SYMBOL APC MEETING DATE 19-May-2009
ISIN US0325111070 AGENDA 933038374 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- ------------------------------------------------- ------------ ------- -----------
1A ELECTION OF DIRECTOR: ROBERT J. ALLISON, JR. Management For For
1B ELECTION OF DIRECTOR: PETER J. FLUOR Management For For
1C ELECTION OF DIRECTOR: JOHN W. PODUSKA, SR. Management For For
1D ELECTION OF DIRECTOR: PAULA ROSPUT REYNOLDS Management For For
02 RATIFICATION OF APPOINTMENT OF KPMG LLP AS Management For For
INDEPENDENT AUDITORS.
03 APPROVAL OF AMENDMENT TO RESTATED CERTIFICATE OF Management For For
INCORPORATION, AS AMENDED.
04 STOCKHOLDER PROPOSAL - AMENDMENT TO NON- Shareholder Against For
DISCRIMINATION POLICY.
- --------------------------------------------------------------------------------
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
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
- --------------------------------------------------------------------------------
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, AS Management For For
AMENDED.
04 RATIFY ACCOUNTANTS FOR 2009. Management For For
- --------------------------------------------------------------------------------
BERU AG, LUDWIGSBURG
SECURITY D1015D108 MEETING TYPE Annual General Meeting
TICKER SYMBOL BRUXF.PK MEETING DATE 20-May-2009
ISIN DE0005072102 AGENDA 701891485 - 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 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 RERTED ARE IN CONCURRENCE WITH THE
GERM-AN LAW. THANK YOU
1. Presentation of the financial statements and Non-Voting
annual report for the 2008 FY wit-h the report of
the Supervisory Board, the Group financial
statements and annu-al report, and the report
pursuant to sections 289[4] and 315[4] of the
German-Commercial Code
2. Ratification of the Acts of the Board of Managing Management For For
Directors
3. Ratification of the Acts of the Supervisory Board Management For For
4. Appoint the Auditors for the 2009 FY: Management For For
PricewaterhouseCoopers AG, Stuttgart
5. Resolution on the transfer of all shares of the Management For For
Company held by its minority shareholders to
Borgwarner Germany Gmbh, which holds
approximately 96.86% of the Companys share
capital, against cash compensation of EUR 73.39
per share
6. Resolution on the non-disclosure of the Management For For
information required pursuant to Sections 285[1]
Number 9a) and 314[1] Number 6a) of the German
Commercial Code, for a period of 5 years
7. Amendments to the Articles of Association in Management For For
connection with the shareholder rights directive
implementation law [ARUG] Section 11 shall be
amended to reflect that registration for the
shareholders, meeting and the related proof of
shareholding must be submitted to the comp any in
textual or written form before the statutory
deadline
8.1 Elections to the Supervisory Board - Mr. Ulrich Management For For
Woehr
8.2 Elections to the Supervisory Board - Mr. Robin J. Management For For
Adams
8.3 Elections to the Supervisory Board - Mr. Anthony Management For For
D. Hensel
8.4 Elections to the Supervisory Board - Mr. Alfred Management For For
Weber
- --------------------------------------------------------------------------------
ALPHA NATURAL RESOURCES, INC.
SECURITY 02076X102 MEETING TYPE Annual
TICKER SYMBOL ANR MEETING DATE 20-May-2009
ISIN US02076X1028 AGENDA 933040216 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- ------------------------------------------------- ------------ ------- -----------
01 DIRECTOR Management
1 MARY ELLEN BOWERS For For
2 JOHN S. BRINZO For For
3 HERMANN BUERGER For For
4 KEVIN S. CRUTCHFIELD For For
5 E. LINN DRAPER, JR. For For
6 GLENN A. EISENBERG For For
7 JOHN W. FOX, JR. For For
8 MICHAEL J. QUILLEN For For
9 TED G. WOOD For For
02 TO AMEND THE RESTATED CERTIFICATE OF Management For For
INCORPORATION.
03 TO RATIFY THE APPOINTMENT OF KPMG LLP AS Management For For
INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING
DECEMBER 31, 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.
- --------------------------------------------------------------------------------
DENNY'S CORPORATION
SECURITY 24869P104 MEETING TYPE Annual
TICKER SYMBOL DENN MEETING DATE 20-May-2009
ISIN US24869P1049 AGENDA 933053768 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- ------------------------------------------------- ------------ ------- -----------
1A ELECTION OF DIRECTOR: BRENDA J. LAUDERBACK Management For For
1B ELECTION OF DIRECTOR: NELSON J. MARCHIOLI Management For For
1C ELECTION OF DIRECTOR: ROBERT E. MARKS Management For For
1D ELECTION OF DIRECTOR: LOUIS P. NEEB Management For For
1E ELECTION OF DIRECTOR: DONALD C. ROBINSON Management For For
1F ELECTION OF DIRECTOR: DONALD R. SHEPHERD Management For For
1G ELECTION OF DIRECTOR: DEBRA SMITHART-OGLESBY Management For For
02 A PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS Management For For
THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
OF DENNY'S CORPORATION AND ITS SUBSIDIARIES FOR
THE YEAR ENDING DECEMBER 30, 2009.
03 A STOCKHOLDER PROPOSAL THAT ENCOURAGES DENNY'S Shareholder Against For
CORPORATION TO COMMIT TO SELLING AT LEAST 10
PERCENT CAGE-FREE EGGS BY VOLUME.
- --------------------------------------------------------------------------------
ASIA SATELLITE TELECOMMUNICATIONS HLDGS LTD
SECURITY G0534R108 MEETING TYPE Annual General Meeting
TICKER SYMBOL AISLF.PK MEETING DATE 21-May-2009
ISIN BMG0534R1088 AGENDA 701912176 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- ------------------------------------------------- ------------ ------- -----------
PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE Non-Voting
'IN FAVOR' OR "AGAINST" FOR-ALL THE RESOLUTIONS.
THANK YOU.
1. Receive and approve the audited consolidated Management For For
financial statements and the reports of the
Directors and the Auditors of the Company for the
YE 31 DEC 2008
2. Declare a final dividend for the YE 31 DEC 2008 Management For For
3.A Re-elect Mr. M. I. Zeng Xin as a Director Management For For
3.B Re-elect Mr. Sherwood P. Dodge as a Director Management For For
3.C Re-elect Mr. Mark Chen as a Director Management For For
3.D Re-elect Mr. Guan Yi as a Director Management For For
3.E Re-elect Mr. James Watkins as a Director Management For For
3.F Authorize the Board to fix the remuneration of Management For For
the Directors
4. Re-appoint PricewaterhouseCoopers as the Auditors Management For For
of the Company and authorize the Board to fix
their remuneration for the YE 31 DEC 2009
5. Authorize the Directors, subject to this Management For For
resolution, to allot, issue, grant, distribute
and otherwise deal with additional shares and to
make, issue or grant offers, agreements, options,
warrants and other securities which will or might
require shares to be allotted, issued, granted,
distributed or otherwise dealt with during or
after the end of the relevant period, the
aggregate nominal amount of share capital
allotted, issued, granted, distributed or
otherwise dealt with or agreed conditionally or
unconditionally to be allotted, issued, granted,
distributed or otherwise dealt with [whether
pursuant to an option, conversion or otherwise]
by the Directors pursuant to this resolution,
otherwise than pursuant to: (i) a rights issue;
or (ii) the exercise of any options granted under
the Company's Share Option Scheme, and/or any
issue of shares upon the granting of award shares
in the Company's Share Award Scheme; or (iii) any
issue of shares upon the exercise of rights of
subscription or conversion under the terms of any
warrant issued by the Company or any securities
which are convertible into shares; shall not
exceed the aggregate of: (a) 10% of the aggregate
nominal amount of the share capital of the
Company in issue as at the date of passing this
resolution; and (b) [if the Directors are so
authorized by a separate resolution of the
shareholders] the aggregate nominal amount of
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 as at the date of this
resolution]; and the said approval shall be
limited accordingly; [Authority expires at 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 the Bye-laws or
by any applicable Law to be held]
6. Approve the Directors, subject to this Management For For
resolution, to purchase shares on the Stock
Exchange or of any other Stock Exchange on which
the shares may be listed and recognized for this
purpose by the SFC and the stock exchange for
such purpose, in accordance with all applicable
laws in this regard; approve the aggregate
nominal amount of shares which may be purchased
or agreed conditionally or unconditionally to be
purchased by the Company shall not exceed 10% of
the aggregate nominal amount of the issued share
capital of the Company as at the date of passing
this resolution, and the said approval shall be
limited accordingly; [Authority expires at the
conclusion of the next AGM of the Company or the
expiration of the period within which the AGM of
the Company is required by the Bye-laws or by any
other applicable Law to be held]
7. Approve the condition on the passing of Management For For
Resolutions (5) and (6) above, the general
mandate granted to the Directors of the Company
to allot, issue and otherwise deal with
additional shares and to make or grant offers,
agreements, options, warrants, and other
securities which might require the exercise of
such power pursuant to Resolution (5) be extended
by the addition thereto of an amount representing
the aggregate nominal amount of the share capital
of the Company repurchased by the Company under
the authority granted pursuant to Resolution (6),
provided that such amount shall not exceed 10% of
the aggregate nominal amount of the issued share
capital of the Company as at the date of passing
the resolution
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.
- --------------------------------------------------------------------------------
LEAR CORPORATION
SECURITY 521865105 MEETING TYPE Annual
TICKER SYMBOL LEA MEETING DATE 21-May-2009
ISIN US5218651058 AGENDA 933044771 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- ------------------------------------------------- ------------ ------- -----------
01 DIRECTOR Management
1 DAVID E. FRY For For
2 CONRAD L. MALLETT, JR. For For
3 ROBERT E. ROSSITER For For
4 DAVID P. SPALDING For For
5 JAMES A. STERN For For
6 HENRY D.G. WALLACE For For
02 RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS Management For For
LEAR CORPORATION'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2009.
03 STOCKHOLDER PROPOSAL TO IMPLEMENT GLOBAL HUMAN Shareholder Against For
RIGHTS STANDARDS.
04 STOCKHOLDER PROPOSAL TO ADOPT MAJORITY VOTE Shareholder Against For
PROTOCOL.
- --------------------------------------------------------------------------------
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 AS Management For For
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.
- --------------------------------------------------------------------------------
I-FLOW CORPORATION
SECURITY 449520303 MEETING TYPE Annual
TICKER SYMBOL IFLO MEETING DATE 21-May-2009
ISIN US4495203030 AGENDA 933056562 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- ------------------------------------------------- ------------ ------- -----------
01 DIRECTOR Management
1 JAMES J. DAL PORTO For For
2 JACK H. HALPERIN For For
02 RATIFICATION OF THE SELECTION OF DELOITTE & Management For For
TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM OF I-FLOW CORPORATION FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2009.
- --------------------------------------------------------------------------------
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 PRICEWATERHOUSECOOPERS Management For For
LLP AS THE INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM OF LIN TV CORP. FOR THE YEAR
ENDING DECEMBER 31, 2009.
- --------------------------------------------------------------------------------
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.
- --------------------------------------------------------------------------------
SLM CORPORATION
SECURITY 78442P106 MEETING TYPE Annual
TICKER SYMBOL SLM MEETING DATE 22-May-2009
ISIN US78442P1066 AGENDA 933040379 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- ------------------------------------------------- ------------ ------- -----------
1A ELECTION OF DIRECTOR: ANN TORRE BATES Management For For
1B ELECTION OF DIRECTOR: WILLIAM M. DIEFENDERFER, III Management For For
1C ELECTION OF DIRECTOR: DIANE SUITT GILLELAND Management For For
1D ELECTION OF DIRECTOR: EARL A. GOODE Management For For
1E ELECTION OF DIRECTOR: RONALD F. HUNT Management For For
1F ELECTION OF DIRECTOR: ALBERT L. LORD Management For For
1G ELECTION OF DIRECTOR: MICHAEL E. MARTIN Management For For
1H ELECTION OF DIRECTOR: BARRY A. MUNITZ Management For For
1I ELECTION OF DIRECTOR: HOWARD H. NEWMAN Management For For
1J ELECTION OF DIRECTOR: A. ALEXANDER PORTER, JR. Management For For
1K ELECTION OF DIRECTOR: FRANK C. PULEO Management For For
1L ELECTION OF DIRECTOR: WOLFGANG SCHOELLKOPF Management For For
1M ELECTION OF DIRECTOR: STEVEN L. SHAPIRO Management For For
1N ELECTION OF DIRECTOR: J. TERRY STRANGE Management For For
1O ELECTION OF DIRECTOR: ANTHONY P. TERRACCIANO Management For For
1P ELECTION OF DIRECTOR: BARRY L. WILLIAMS Management For For
2 ADOPTION OF THE SLM CORPORATION DIRECTORS EQUITY Management For For
PLAN
3 ADOPTION OF THE SLM CORPORATION 2009-2012 Management For For
INCENTIVE PLAN
4 RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
- --------------------------------------------------------------------------------
NOVAGOLD RESOURCES INC.
SECURITY 66987E206 MEETING TYPE Annual and Special Meeting
TICKER SYMBOL NG MEETING DATE 26-May-2009
ISIN CA66987E2069 AGENDA 933083278 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- ------------------------------------------------- ------------ ------- -----------
01 DIRECTOR Management
1 KALIDAS MADHAVPEDDI For For
2 GERALD J. MCCONNELL For For
3 TONY GIARDINI For For
4 CLYNTON NAUMAN For For
5 JAMES L. PHILIP For For
6 RICK VAN NIEUWENHUYSE For For
02 APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP, Management For For
CHARTERED ACCOUNTANTS AS AUDITORS OF THE COMPANY
FOR THE ENSUING YEAR AND AUTHORIZING THE
DIRECTORS TO FIX THEIR REMUNERATION.
03 TO APPROVE THE CONTINUATION OF THE 2004 STOCK Management For For
OPTION PLAN AND THE PROPOSED AMENDMENTS THERETO.
04 TO APPROVE THE PERFORMANCE SHARE UNIT PLAN. Management For For
05 TO APPROVE THE DEFERRED SHARE UNIT PLAN. Management For For
- --------------------------------------------------------------------------------
SANDISK CORPORATION
SECURITY 80004C101 MEETING TYPE Annual
TICKER SYMBOL SNDK MEETING DATE 27-May-2009
ISIN US80004C1018 AGENDA 933053934 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- ------------------------------------------------- ------------ ------- -----------
1 DIRECTOR Management
1 DR. ELI HARARI For For
2 IRWIN FEDERMAN For For
3 STEVEN J. GOMO For For
4 EDDY W. HARTENSTEIN For For
5 CATHERINE P. LEGO For For
6 MICHAEL E. MARKS For For
7 DR. JAMES D. MEINDL For For
2 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS Management For For
THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR FISCAL YEAR.
3 TO APPROVE AMENDMENTS TO COMPANY'S CERTIFICATE OF Management Against Against
INCORPORATION THAT WOULD ELIMINATE CUMULATIVE
VOTING.
4 APPROVE AMENDMENTS TO 2005 INCENTIVE PLAN THAT Management Against Against
WOULD INCREASE NUMBER OF AUTHORIZED SHARES BY AN
ADDITIONAL 5,000,000 SHARES.
5 APPROVE AMENDMENTS TO 2005 INCENTIVE PLAN THAT Management For For
WOULD INCREASE NUMBER OF AWARDS WITHOUT CASH
CONSIDERATION PERMITTED.
6 CONSIDER AND VOTE ON A STOCKHOLDER PROPOSAL Shareholder Against For
RELATING TO MAJORITY VOTING FOR DIRECTORS, IF
PROPERLY PRESENTED AT ANNUAL MEETING.
7 CONSIDER AND VOTE ON A STOCKHOLDER PROPOSAL Shareholder Against For
RELATING TO ANNUAL PRODUCTION OF A DETAILED
SUSTAINABILITY REPORT BY THE COMPANY.
- --------------------------------------------------------------------------------
PROVIMI, TRAPPES
SECURITY F6574X104 MEETING TYPE MIX
TICKER SYMBOL VIM.PA MEETING DATE 28-May-2009
ISIN FR0000044588 AGENDA 701922139 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- ------------------------------------------------- ------------ ------- -----------
French Resident Shareowners must complete, sign Non-Voting
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.
Reports of the Board of Directors and the Non-Voting
Statutory Auditors
O.1 Approve the unconsolidated accounts for the FYE Management For For
on 31 DEC 2008
O.2 Approve the consolidated accounts for the FYE on Management For For
31 DEC 2008
Grant discharge to the Board Members and the Non-Voting
Statutory Auditors
O.3 Approve the distribution of profits and payment Management For For
of the dividend
O.4 Approve the Agreements referred to in Article Management For For
L.225-38 and seq. of the Commercial Code
O.5 Ratify the Board Member's appointment Management For For
O.6 Ratify the Board Member's appointment Management For For
O.7 Ratify an Observer's appointment Management For For
O.8 Ratify the Board Member's appointment Management For For
O.9 Ratify the Board Member's appointment Management For For
O.10 Ratify an Observer's appointment Management For For
O.11 Ratify an Observer's appointment Management For For
O.12 Approve the Renewal of a Board Member's mandate Management For For
O.13 Appoint the Board Member Management For For
O.14 Authorize the Board of Directors to operate on Management For For
the Company s shares
E.15 Authorize the Board of Directors to cancel the Management For For
shares acquired under the repurchase, by the
Company, of its own shares
E.16 Powers for formalities Management For For
PLEASE NOTE THAT THIS IS A REVISION DUE TO Non-Voting
RECEIPT OF LOCATION. 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.
- --------------------------------------------------------------------------------
AFFILIATED COMPUTER SERVICES, INC.
SECURITY 008190100 MEETING TYPE Annual
TICKER SYMBOL ACS MEETING DATE 28-May-2009
ISIN US0081901003 AGENDA 933047260 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- ------------------------------------------------- ------------ ------- -----------
1 DIRECTOR Management
1 DARWIN DEASON For For
2 LYNN R. BLODGETT For For
3 ROBERT DRUSKIN For For
4 KURT R. KRAUSS For For
5 TED B. MILLER, JR. For For
6 PAUL E. SULLIVAN For For
7 FRANK VARASANO For For
2 TO APPROVE THE SENIOR EXECUTIVE ANNUAL INCENTIVE Management For For
PLAN FOR PARTICIPANTS.
3 TO RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE CORPORATION'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
FISCAL YEAR 2009.
- --------------------------------------------------------------------------------
I2 TECHNOLOGIES, INC.
SECURITY 465754208 MEETING TYPE Annual
TICKER SYMBOL ITWO MEETING DATE 28-May-2009
ISIN US4657542084 AGENDA 933078227 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- ------------------------------------------------- ------------ ------- -----------
01 DIRECTOR Management
1 JACKSON L. WILSON, JR. For For
02 TO RATIFY THE APPOINTMENT OF GRANT THORNTON LLP Management For For
AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR I2 TECHNOLOGIES, INC. FOR ITS FISCAL
YEAR ENDING DECEMBER 31, 2009.
- --------------------------------------------------------------------------------
HEELYS, INC
SECURITY 42279M107 MEETING TYPE Annual
TICKER SYMBOL HLYS MEETING DATE 29-May-2009
ISIN US42279M1071 AGENDA 933079104 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- ------------------------------------------------- ------------ ------- -----------
01 DIRECTOR Management
1 ROGER R. ADAMS For For
2 JERRY R. EDWARDS For For
3 PATRICK F. HAMNER For For
4 SAMUEL B. LIGON For For
5 GARY L. MARTIN For For
6 RICHARD E. MIDDLEKAUFF For For
7 RALPH T. PARKS For For
8 JEFFREY G. PETERSON For For
- --------------------------------------------------------------------------------
MOSYS, INC.
SECURITY 619718109 MEETING TYPE Annual
TICKER SYMBOL MOSY MEETING DATE 02-Jun-2009
ISIN US6197181091 AGENDA 933065042 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- ------------------------------------------------- ------------ ------- -----------
01 DIRECTOR Management
1 CARL E. BERG For For
2 TOMMY ENG For For
3 CHENMING HU For For
4 CHI-PING HSU For For
5 JAMES D. KUPEC For For
6 LEONARD PERHAM For For
02 THE RATIFICATION OF THE APPOINTMENT OF BURR, Management For For
PILGER & MAYER LLP AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2009.
- --------------------------------------------------------------------------------
SAKS INCORPORATED
SECURITY 79377W108 MEETING TYPE Contested-Annual
TICKER SYMBOL SKS MEETING DATE 03-Jun-2009
ISIN US79377W1080 AGENDA 933061929 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- ------------------------------------------------- ------------ ------- -----------
01 DIRECTOR Management
1 RONALD DE WAAL For For
2 MARGUERITE W. KONDRACKE For For
3 C. WARREN NEEL For For
4 CHRISTOPHER J. STADLER For For
02 TO RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
THE CURRENT FISCAL YEAR ENDING JANUARY 30, 2010.
03 TO ADOPT THE SAKS INCORPORATED 2009 LONG-TERM Management Against Against
INCENTIVE PLAN.
04 SHAREHOLDER PROPOSAL - CUMULATIVE VOTING FOR THE Shareholder Against For
ELECTION OF DIRECTORS.
05 SHAREHOLDER PROPOSAL - MAJORITY VOTING FOR THE Shareholder Against For
ELECTION OF DIRECTORS.
06 SHAREHOLDER PROPOSAL - DECLASSIFICATION OF THE Shareholder For
COMPANY'S BOARD OF DIRECTORS.
- --------------------------------------------------------------------------------
SALEM COMMUNICATIONS CORPORATION
SECURITY 794093104 MEETING TYPE Annual
TICKER SYMBOL SALM MEETING DATE 03-Jun-2009
ISIN US7940931048 AGENDA 933067731 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- ------------------------------------------------- ------------ ------- -----------
1A ELECTION OF DIRECTOR: STUART W. EPPERSON Management For For
1B ELECTION OF DIRECTOR: EDWARD G. ATSINGER III Management For For
1C ELECTION OF DIRECTOR: DAVID DAVENPORT Management For For
1D ELECTION OF DIRECTOR: ROLAND S. HINZ Management For For
1E ELECTION OF DIRECTOR: PAUL PRESSLER Management For For
1F ELECTION OF DIRECTOR: RICHARD A. RIDDLE Management For For
1G ELECTION OF DIRECTOR: DENNIS M. WEINBERG Management For For
2 TO APPROVE THE AMENDMENT OF SALEM'S AMENDED AND Management For For
RESTATED 1999 STOCK INCENTIVE PLAN (THE "PLAN")
TO EXTEND THE EXPIRATION DATE OF THE PLAN FOR A
PERIOD OF TEN (10) YEARS FROM MAY 25, 2009,
THROUGH MAY 25, 2019.
3 TO RE-APPROVE MATERIAL TERMS OF THE PERFORMANCE Management For For
CRITERIA OF THE PLAN.
- --------------------------------------------------------------------------------
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 PRICEWATERHOUSECOOPERS Management For For
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 TO Management For For
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 PRICEWATERHOUSECOOPERS Management For For
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 TO Management For For
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.
- --------------------------------------------------------------------------------
CRUCELL N.V.
SECURITY 228769105 MEETING TYPE Annual
TICKER SYMBOL CRXL MEETING DATE 05-Jun-2009
ISIN US2287691057 AGENDA 933091718 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- ------------------------------------------------- ------------ ------- -----------
3A PROPOSAL TO MAINTAIN THE USE OF THE ENGLISH Management For For
LANGUAGE FOR THE ANNUAL ACCOUNTS OF THE COMPANY.
3B PROPOSAL TO ADOPT THE ANNUAL ACCOUNTS FOR THE Management For For
FINANCIAL YEAR 2008 THAT ENDED 31 DECEMBER 2008.
5A TO GRANT RELEASE FROM LIABILITY TO MEMBERS OF Management For For
BOARD FOR THEIR MANAGEMENT, INSOFAR AS EXERCISE
OF THEIR DUTIES IS REFLECTED.
5B TO GRANT RELEASE FROM LIABILITY TO MEMBERS OF Management For For
BOARD FOR THEIR SUPERVISION, INSOFAR AS EXERCISE
OF SUCH DUTIES IS REFLECTED.
06 PROPOSAL TO REAPPOINT DELOITTE ACCOUNTS B.V. AS Management For For
THE EXTERNAL AUDITOR OF THE COMPANY.
7A RESIGNATION OF PHILIP SATOW AS MEMBER OF THE Management For For
SUPERVISORY BOARD AND PROPOSAL TO GRANT DISCHARGE
TO HIM.
7B RESIGNATION OF ARNOLD HOEVENAARS AS MEMBER OF THE Management For For
SUPERVISORY BOARD AND PROPOSAL TO GRANT DISCHARGE
TO HIM.
8A TO REAPPOINT PHILIP SATOW AS MEMBER OF Management For For
SUPERVISORY BOARD, SUCH IN ACCORDANCE WITH THE
NOMINATION DRAWN UP BY SUPERVISORY BOARD.
8B REAPPOINT ARNOLD HOEVENAARS AS MEMBER OF Management For For
SUPERVISORY BOARD, SUCH IN ACCORDANCE WITH
NOMINATION DRAWN UP BY SUPERVISORY BOARD.
8C TO APPOINT FLORIS WALLER AS MEMBER OF SUPERVISORY Management For For
BOARD, SUCH IN ACCORDANCE WITH THE NOMINATION
DRAWN UP BY SUPERVISORY BOARD.
09 TO EXTEND THE AUTHORITY OF THE BOARD OF Management For For
MANAGEMENT TO REPURCHASE SHARES IN THE COMPANY'S
SHARE CAPITAL FOR A PERIOD OF 18 MONTHS.
10A TO EXTEND PERIOD IN WHICH BOARD OF MANAGEMENT IS Management For For
AUTHORIZED TO ISSUE SHARES AND TO GRANT RIGHTS TO
SUBSCRIBE FOR SHARES.
10B TO EXTEND PERIOD IN WHICH BOARD OF MANAGEMENT IS Management For For
AUTHORIZED TO LIMIT OR EXCLUDE PRE-EMPTIVE RIGHTS
WHEN SHARES ARE ISSUED.
11 AMEND ARTICLES OF ASSOCIATION IN CONNECTION WITH Management For For
NEW LEGISLATION FROM EUROPEAN TRANSPARENCY
DIRECTIVE AND A LEGISLATIVE CHANGE.
- --------------------------------------------------------------------------------
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 THE Management For For
SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE
COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM.
3 TO CONSIDER AND ACT UPON A STOCKHOLDER PROPOSAL Shareholder Against For
REGARDING SUSTAINABILITY REPORT.
- --------------------------------------------------------------------------------
PAGESJAUNES, SEVRES
SECURITY F6954U126 MEETING TYPE MIX
TICKER SYMBOL PGJUF.PK MEETING DATE 11-Jun-2009
ISIN FR0010096354 AGENDA 701979607 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- ------------------------------------------------- ------------ ------- -----------
PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
ID 568935 DUE TO ADDITION OF-RESOLUTION. ALL
VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE
DISREGARDED AND-YOU WILL NEED TO REINSTRUCT ON
THIS MEETING NOTICE. THANK YOU.
French Resident Shareowners must complete, sign Non-Voting
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.
Report of the Board of Directors Non-Voting
Reports of the Statutory Auditors on the accounts Non-Voting
for the YE 31 DEC 2008
Special report of the Statutory Auditors on the Non-Voting
regulated agreements referred-to in Article
L.225-38 of the Commercial Code
Approval of the agreements referred to the Non-Voting
special report of the Statutory Aud-itors
O.1 Approve the unconsolidated accounts for the FYE Management For For
31 DEC 2008
O.2 Approve the consolidated accounts for the FYE 31 Management For For
DEC 2008
O.3 Approve the distribution of profits for the FYE Management For For
on 31 DEC 2008
O.4 Approve the agreements referred to in Article Management For For
L.225-38 of the Commercial Code
O.5 Authorize the Board of Directors to buy or Management For For
transfer shares of PagesJaunes Group
O.6 Approve the renewal of Mr. Francois De Management For For
Carbonnel's mandate as a Board Member
O.7 Approve the renewal of Mr. Elie Cohen's mandate Management For For
as a Board Member
O.8.A Ratify Mr. Jean-Pierre Remy's appointment as a Management For For
Board Member
O.8.B Approve the renewal of Mr. Jean-Pierre Remy's Management For For
mandate as a Board Member
O.9 Approve the renewal of Mr. Jacques Garaialde's Management For For
mandate as a Board Member
O.10 Approve the renewal of Mr. Nicolas Gheysens' Management For For
mandate as a Board Member
O.11 Approve the renewal of Mr. Remy Sautter's mandate Management For For
as a Board Member
O.12 Approve the non renewal of the Board Members' Management For For
mandate
O.13 Appoint Mr. Jerome Losson as a Board Member Management For For
O.14 Approve the deliberation pursuant to Article Management For For
L.225-42-1 of the Commercial Code relating to a
commitment whose Mr. Michel Datchary is the
beneficiary
O.15 Approve the attendance allowances to the Board of Management For For
Directors
Report of the Board of Directors Non-Voting
Reports of the Statutory Auditors Non-Voting
E.16 Authorize the Board of Directors to issue Management For For
Company's shares and securities giving access to
the Company's capital, with maintenance of
preferential subscription rights of shareholders
E.17 Authorize the Board of Directors to issue Management For For
Company's shares and securities giving access to
the Company's capital, with cancellation of
preferential subscription rights of shareholders
E.18 Authorize the Board of Directors, in case of Management For For
issue, with cancellation of preferential
subscription rights of shareholders, of shares or
securities giving access to Company's shares, to
fix the issue price as determined by the General
Assembly
E.19 Authorize the Board of Directors in the event of Management For For
capital increase with or without cancellation of
preferential subscription rights of the
shareholders, to increase the number of shares to
be issued
E.20 Authorize the Board of Directors to issue shares Management For For
and securities giving access to shares, in case
of an exchange of public offer initiated by the
Company
E.21 Authorize the Board of Directors to issue shares Management For For
and securities giving access to shares, to pay
contributions in kind made to the Company and
consists of equity securities or securities
giving access to capital
E.22 Approve the Global limitation of the Management For For
authorizations
E.23 Authorize the Board of Directors to issue Management For For
securities giving entitlement to the allocation
of debt securities
E.24 Authorize the Board of Directors to increase Management For For
share capital by incorporation of reserves,
profits or premiums
E.25 Authorize the Board of Directors to carry out Management For For
capital increases reserved for Members of a
Savings Plan of Group PagesJaunes
E.26 Authorize the Board of Directors to reduce Management For For
capital by cancellation of shares
E.27 Authorize the Board of Directors to grant options Management For For
to subscribe and/or purchase shares of the Company
E.28 Powers for formalities Management For For
- --------------------------------------------------------------------------------
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
2 RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP Management For For
AS INDEPENDENT AUDITOR.
3 APPROVAL OF THE PROPOSED 2009 ANNUAL INCENTIVE Management For For
PLAN.
4 STOCKHOLDER PROPOSAL REGARDING THE SELECTION OF A Shareholder Against For
CANDIDATE WITH ENVIRONMENTAL EXPERTISE TO BE
RECOMMENDED FOR ELECTION TO THE COMPANY'S BOARD
OF DIRECTORS.
- --------------------------------------------------------------------------------
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 INDEPENDENT Management For For
AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31,
2009.
- --------------------------------------------------------------------------------
PHH CORPORATION
SECURITY 693320202 MEETING TYPE Contested-Annual
TICKER SYMBOL PHH MEETING DATE 12-Jun-2009
ISIN US6933202029 AGENDA 933087199 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- ------------------------------------------------- ------------ ------- -----------
01 DIRECTOR Management
1 MR. A.B. KRONGARD For For
2 MR. TERENCE W. EDWARDS For For
3 MR. JAMES O. EGAN For For
02 TO CONSIDER AND VOTE UPON A PROPOSAL TO RATIFY Management For For
THE SELECTION OF DELOITTE & TOUCHE LLP AS THE
COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2009.
03 TO CONSIDER AND VOTE UPON A PROPOSAL TO APPROVE Management Against Against
THE PHH CORPORATION AMENDED AND RESTATED 2005
EQUITY AND INCENTIVE PLAN, INCLUDING (I) AN
INCREASE IN THE NUMBER OF SHARES AUTHORIZED FOR
ISSUANCE UNDER THE PLAN FORM 7,500,000 SHARES TO
12,050,000 SHARES, AND (II) THE MATERIAL
PERFORMANCE GOALS ESTABLISHED UNDER THE PLAN FOR
PURPOSES OF COMPLIANCE WITH SECTION 162(M) OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED.
04 TO CONSIDER AND VOTE UPON A PROPOSAL TO AMEND THE Management For For
COMPANY'S ARTICLES OF AMENDMENT AND RESTATEMENT
(AS AMENDED) TO INCREASE THE COMPANY'S NUMBER OF
SHARES OF AUTHORIZED CAPITAL STOCK FROM
110,000,000 SHARES TO 275,000,000 SHARES AND THE
AUTHORIZED NUMBER OF SHARES OF COMMON STOCK FROM
108,910,000 SHARES TO 273,910,000 SHARES.
- --------------------------------------------------------------------------------
ALLIANCE DATA SYSTEMS CORPORATION
SECURITY 018581108 MEETING TYPE Annual
TICKER SYMBOL ADS MEETING DATE 15-Jun-2009
ISIN US0185811082 AGENDA 933075221 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- ------------------------------------------------- ------------ ------- -----------
1 DIRECTOR Management
1 EDWARD J. HEFFERNAN For For
2 ROBERT A. MINICUCCI For For
3 J. MICHAEL PARKS For For
02 TO RATIFY THE SELECTION OF DELOITTE & TOUCHE LLP Management For For
AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM OF ALLIANCE DATA SYSTEMS CORPORATION FOR
2009.
- --------------------------------------------------------------------------------
AMICAS, INC.
SECURITY 001712108 MEETING TYPE Annual
TICKER SYMBOL AMCS MEETING DATE 22-Jun-2009
ISIN US0017121080 AGENDA 933080892 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- ------------------------------------------------- ------------ ------- -----------
01 DIRECTOR Management
1 STEPHEN J. DENELSKY Withheld Against
2 JOSEPH D. HILL Withheld Against
3 S.N. KAHANE, M.D., M.S. Withheld Against
4 STEPHEN J. LIFSHATZ Withheld Against
5 DAVID B. SHEPHERD Withheld Against
6 JOHN J. SVIOKLA Withheld Against
02 TO RATIFY THE APPOINTMENT OF BDO SEIDMAN, LLP AS Management For For
THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR AMICAS, INC. FOR THE YEAR ENDING DECEMBER 31,
2009.
- --------------------------------------------------------------------------------
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 RESTATED Management Against Against
1995 STOCK PLAN.
03 AMENDMENTS TO THE COMPANY'S AMENDED AND RESTATED Management For For
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.
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
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
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 OUTSTANDING Management For For
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 MEDIA Management For For
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 OUTSTANDING Management For For
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 MEDIA Management For For
CORPORATION'S INDEPENDENT AUDITORS FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2009.
- --------------------------------------------------------------------------------
MENTOR GRAPHICS CORPORATION
SECURITY 587200106 MEETING TYPE Annual
TICKER SYMBOL MENT MEETING DATE 25-Jun-2009
ISIN US5872001061 AGENDA 933109375 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- ------------------------------------------------- ------------ ------- -----------
01 DIRECTOR Management
1 PETER L. BONFIELD For For
2 MARSHA B. CONGDON For For
3 JAMES R. FIEBIGER For For
4 GREGORY K. HINCKLEY For For
5 KEVIN C. MCDONOUGH For For
6 PATRICK B. MCMANUS For For
7 WALDEN C. RHINES For For
8 FONTAINE K. RICHARDSON For For
02 PROPOSAL TO AMEND THE COMPANY'S 1989 EMPLOYEE Management For For
STOCK PURCHASE PLAN AND FOREIGN SUBSIDIARY
EMPLOYEE STOCK PURCHASE PLAN TO INCREASE THE
NUMBER OF SHARES RESERVED FOR ISSUANCE UNDER EACH
OF THE PLANS.
03 PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP AS Management For For
THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR ITS FISCAL YEAR ENDING
JANUARY 31, 2010.
- --------------------------------------------------------------------------------
ENDESA SA, MADRID
SECURITY E41222113 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL ELEZF.PK MEETING DATE 30-Jun-2009
ISIN ES0130670112 AGENDA 701978756 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ---- ------------------------------------------------- ------------ ------- -----------
1. Examination and approval, as the case may be, of Management For For
the ENDESA, S.A. individual annual financial
statements [balance sheet, income statement,
statement of changes to net worth, cash flow
statement and annual report] and the consolidated
annual financial statements of ENDESA, S.A. and
Dependent Companies [balance sheet, income
statement, statement of recognized income and
expenses, cash flow statement and annual report]
for the FYE 31 DEC 2008.
2. Examination and approval, as the case may be, of Management For For
the individual management report of ENDESA S.A.
and the consolidated management report of ENDESA,
S.A. and Dependent Companies for the FYE 31 DEC
2008.
3. Examination and approval, as the case may be, of Management For For
the Corporate Management for the FY ending 31 DEC
2008.
4. Examination and approval, as the case may be, of Management For For
the application of FY earnings and dividend
distribution for the FY ending 31 DEC 2008.
5. Appointment of KPMG AUDITORES S.L. as the Management For For
Auditors for the Company and its Consolidated
Group.
6. Authorization for the Company and its Management For For
subsidiaries to be able to acquire treasury stock
in accordance with the provisions of Article 75
and additional provision one of the Spanish
Corporations Law [Ley de Sociedades Anonimas].
7. Establishment of the number of Members of the Management For For
Board of Directors. Ratifications, appointments,
renewals or re-election of Directors.
8. Authorization to the Board of Directors for the Management For For
execution and implementation of the resolutions
adopted by the General Meeting, as well as to
substitute the authorities it receives from the
General Meeting, and granting of authorities for
processing the said resolutions as a public
instrument, registration thereof and, as the case
may be, correction thereof.
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 Gabelli Investor Funds, Inc.
By (Signature and Title)* /s/ Bruce N. Alpert
--------------------------------------------
Bruce N. Alpert, Principal Executive Officer
Date August 14, 2009
* Print the name and title of each signing officer under his or her
signature.